Retained Assets and Retained Liabilities. Notwithstanding any provisions to the contrary, the Retained Assets and the Retained Liabilities shall not form part of the Transaction and the Seller shall procure that the Retained Assets and the Retained Liabilities shall not be transferred to any of the EDS Entities as part of the Transaction or otherwise.
Retained Assets and Retained Liabilities. Section 3.01; Retained Assets: The following assets of Seller (collectively, the “Retained Assets”) are not subject to the sale and purchase contemplated by this Agreement, are excluded from the Transferred Assets, and shall be retained by Seller (and if an asset which by its nature, function or purpose is a Retained Asset mistakenly is shown on a Schedule referred to in Section 1 above, such asset still shall be deemed to be a Retained Asset and shall be excluded from the Transferred Assets and shall be retained by Seller):
(a) except as set forth in Section 1.03, all right, title and interest of Seller in all property and assets (other than Cash and Accounts Receivable), wherever located, and in all contracts, leases, licenses and agreements, each used only in Seller’s activities in the field of contract research in toxicology, microbiology and immunology (“Life Sciences Operation”), which property and assets include those listed in Schedule 3.01(a);
(b) the real property interest of Seller in the real estate described in Schedule 3.01(b)-1, including all buildings, structures, fixtures and other improvements located thereon (“Chemistry Building”), the real property interest of Seller in the real estate described in Schedule 3.01(b)-2, including all buildings, structures, fixtures and other improvements located thereon (“INFAC Building”), the real property interest of Seller in the real estate described in Schedule 3.01(b)-3, including all buildings, structures, fixtures and other improvements located thereon (“KOP”); and the real property interest of Seller in the real estate described in Schedule 3.01(b)-4, including all buildings, structures, fixtures and other improvements located thereon (“Life Sciences Building”);
(c) all right, title and interest of Seller under the IIT/IITRI Facilities/Security Services Agreement dated January 1, 2001, between Seller and IIT relating to the Chemistry Building, the INFAC Building and the Life Sciences Building;
(d) all right, title and interest of Seller in all of Seller’s Plans except as set forth in Section 7.09 below;
(e) all corporate minute books, income tax records and other books and records that Seller is required by law to retain in its possession;
(f) subject to Section 7.05(b) below, Seller’s title to the Cooperative Agreement with the U.S. Army Aviation and Missile Command, Redstone Arsenal, Alabama, regarding the Electronic Circuit Board Manufacturing Development Center (the “Redstone Arsenal Agreemen...
Retained Assets and Retained Liabilities a. The Assets specifically do not include, and the Buyer will not acquire, any of the following assets of the Seller or any of its Affiliates, regardless of whether such assets arise out of, relate to or are attributable to the Acquired Business (collectively, the “Retained Assets”):
(i) (A) the corporate seal, Organizational Documents, minute books or stock books of the Seller or any of its Affiliates and the original financial and accounting books and records and Tax Returns of the Seller or any of its Affiliates (including supporting work papers and other documents relating to the financial, accounting and Tax policies of the Seller, such as transfer pricing studies and other proprietary information related to the preparation and filing of Tax Returns and calculations of Tax, but excluding Tax Returns related to Property Taxes), and (B) copies of any Records to the extent relating to the Retained Businesses (it being understood, for the avoidance of doubt, that the portion of any Records to the extent relating exclusively to the Acquired Business, the Assumed Liabilities or the Assets shall be an Asset pursuant to Section 1.01(e)) (collectively, the “Retained Records”);
(ii) all real property, whether owned or leased, other than the Real Property;
(iii) all cash, cash equivalents, marketable securities, bank deposits, investment accounts, lockboxes, certificates of deposit, bank accounts, credit cards and other similar items, other than such amounts transferred to the Buyer pursuant to Section 1.01(q);
(iv) all receivables owed to the Seller by an Affiliate of the Seller;
(v) the rights that accrue or will accrue to the Seller or any of its Affiliates under this Agreement and any other Transaction Document in which the Seller or any of its Affiliates is a party;
(vi) all rights in, to and under all Permits and other rights under any Law, other than those transferred pursuant to Section 1.01(f);
(vii) the tangible personal property of every kind and description not transferred to the Buyer pursuant to Section 1.01(c) or Section 1.01(k);
(viii) all IT Assets other than the Business IT Assets; #93878383v22
(ix) the assets, properties and rights of and with respect to any employee benefit plan or arrangement, including any Employee Plan or Business Plan, heretofore sponsored or maintained by the Seller or any of its predecessors or its Affiliates;
(x) all rights, title and interest in any Seller Restricted Marks;
(xi) all Intellectual Property other than th...
Retained Assets and Retained Liabilities. Notwithstanding anything herein to the contrary, (i) from and after the Closing each of TPI and its Affiliates shall retain all of its direct or indirect right, title and interest in and to, and there shall be excluded from the sale, conveyance, assignment or transfer to Newco hereunder, the Retained Assets and the Retained Liabilities, and (ii) the Retained Liabilities shall not be assumed by Newco hereunder.
Retained Assets and Retained Liabilities. (a) Neither the Surviving Entity, Alpha, Parent nor any of their respective Affiliates shall acquire any of the Retained Assets nor be responsible for any of the Retained Liabilities.
(b) Upon and after the Closing, the Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Shareholders. On or prior to the Closing Date, Shareholders shall cause the Retained Assets and Retained Liabilities to be assigned to or assumed by Shareholders in a manner satisfactory to Parent (or, in the case of the Retained Debt, Shareholders shall cause the Retained Debt to be assigned or otherwise transferred to a Shareholder or a third party designated by Shareholders (other than the Company) or fully pay and satisfy such Retained Debt). To the extent that any of the Retained Assets and Retained Liabilities cannot be assigned to or assumed by Shareholders prior to the Closing Date (including without limitation where such an assumption would constitute a breach or default under any agreement, encumbrance or commitment, would violate any Law or Decree), then the Surviving Entity, without having to incur or suffer any Adverse Consequences, and Shareholders will execute and deliver any other documents, certificates, agreements and other writings, and take such other actions, in each case, as may be reasonably necessary or desirable in order to provide to or impose upon Shareholders the benefits and unconditional obligation associated with any such Retained Assets and Retained Liabilities.
Retained Assets and Retained Liabilities. (a) Target has assigned to Seller, or will assign to Seller prior to the Closing Date, any rights to payment, recovery and reimbursement: (a) from SRS Medical Corp. under the Agreement of Purchase and Sale between SRS Medical Corp. and Timm Medical Technologies, Inc., dated as of October 15, 2003, and any xxxated documents; (b) under the litigation captioned Daniel and Linda Ahlberg v. Timm Medical Technologies, Inc., n/k/a Endxxxxx, Inc. (xxx "Xxxxxxg Xxxxxxtion"); and (c) under the litigation captioned Timm Medixxx Xxxhnologies, Inc.
Retained Assets and Retained Liabilities. The Hull patented lode mining claim – 20 acres. Buyer shall assume only the obligation to make up to 24 monthly interest payments of $2,500 per month on the Seller’s behalf on the outstanding $250,000 principal balance of the promissory note payable by Seller to Freedom Boat, LLC, which bears simple interest of the rate of 12% per annum. Buyer will commence such monthly payments on October 1, 2013 for the month of September and continue on the first day of each successive month for 23 more months. Notwithstanding anything else herein to the contrary, Buyer’s obligation to pay the monthly interest payments on the note payable to Freedom Boat, LLC will be reduced or elimanted to the extent that Buyer makes distributions of profits to Seller that are sufficient to pay the interest on the Freedom Boat LLC note. When said profit distributions are sufficient for Seller to make those monthly interest payments, Buyer shall no longer have the obligation to make the Freedom Boat LLC interest payments. Investor notes:
a. $50,000 note to Xxxxxxx Xxxxxxx
b. $25,000 note to Xx. Xxxx Xxxxxx
c. $51,000 note to Venture Capital International
d. $52,000 note to Advantage Systems Enterprises Limited
e. $15,000 note to Strategic Relations Consulting Inc.
Retained Assets and Retained Liabilities. From and after the Closing Date, the Company shall keep the Retained Assets and shall satisfy when due (unless the Company in good faith is disputing a specific liability or attempting to settle a specific liability) all Retained Liabilities and Settlement Liabilities.
Retained Assets and Retained Liabilities. (i) The Assets will not include, and Purchaser acknowledges that there shall be excluded from the Assets, all the following of the Company and Vessel Sub (collectively, the "Retained Assets"):
(a) the corporate seal, Charter Documents and minute books, stock books and other corporate or similar records of the Company and Vessel Sub;
(b) all product inventories consisting of fish meal, fish oil and fish solubles;
(c) all bank accounts, including cash on deposit and uncleared deposits, all pexxx xash, temporary cash investments and instruments representing the same, marketable securities and other cash and cash equivalents;
(d) all accounts receivable, notes receivable, loans receivable and advances, together with all instruments and all documents of title representing any of the foregoing and all guaranties and security in favor of the Company or Vessel Sub with respect to any of the foregoing;
(e) all rights to use the name "Ampro";
(f) all assets of the Company not located at or near Reedville, Virginia that are not used in or held for use in the Acquired Business and are not classified on the Company's books as part of its Ampro Division;
(g) all deposits and prepaid insurance of the character included in "Prepaids" on the respective Current Balance Sheets of the Company and Vessel Sub;
(h) all land, buildings and wharves owned by Vessel Sub in the Acquired Business.
(i) the rights that accrue or will accrue to the Company and Vessel Sub under this Agreement.
(j) pledges or deposits by Company and Vessel Sub under workers' compensation laws, including, without limitation, unemployment insurance laws, social security laws, or similar legislation, or good faith deposits in connection with debts, tenders, contracts (other than for the payment of indebtedness of Company or Vessel Sub) or leases to which Company or Vessel Sub are a party, or deposits to secure public or statutory obligations of Company or Vessel Sub or deposits of cash or United States government bonds to secure surety, appeal, performance or other similar bonds to which Company or Vessel Sub are a party, or deposits as security for contested taxes or import duties or for the payment for rent;
(k) any and all rights of Company or Vessel Sub under any lease, executory contract, or other agreement of Company or Vessel Sub relating to the Acquired Business or the Assets;
(j) any and all rights, causes of action, claims and demands of Company or Vessel Sub against third parties arising out of Sel...
Retained Assets and Retained Liabilities. Notwithstanding anything herein to the contrary, (i) from and after the Effective Time each of Pactiv, PBS, and their Affiliates shall retain all of its direct or indirect right, title and interest in and to, and there shall be excluded from the sale, conveyance, assignment or transfer to Exult hereunder, the Retained Assets, and (ii) the Retained Liabilities shall be retained by Pactiv and/or PBS, as applicable, and shall not be assumed by Exult hereunder.
