Seller’s Assets Sample Clauses

Seller’s Assets. With respect to each Purchased Item acquired by the Purchaser, the Seller will (i) take all action necessary to perfect, protect and more fully evidence the Purchaser's ownership of such Purchased Item, including, without limitation, (A) filing and maintaining effective financing statements against the Seller in all necessary or appropriate filing offices, and filing continuation statements, amendments or assignments with respect thereto in such filing offices, and (B) executing or causing to be executed such other instruments or notices as may be necessary or appropriate and (ii) taking all additional action that the Purchaser may reasonably request to perfect, protect and more fully evidence the respective interests of the parties to this Agreement and the Repurchase Documents in such Purchased Items.

Seller’s Assets. The Sellers agree to sell and convey and Purchaser agrees to purchase the following assets owned by Sellers:

Seller’s Assets. With respect to each Asset acquired by the Trustee for the benefit of the Purchasers, the Seller will (i) take all action necessary to perfect, protect and more fully evidence the Trustee’s, for the benefit of the Purchasers, ownership of and security interest in such Asset, including, without limitation, (a) filing and maintaining (at the Servicer’s expense), effective financing statements against the Seller in all necessary or appropriate filing offices, and filing continuation statements, amendments or assignments with respect thereto in such filing offices (including any amendments thereto or assignments thereof) and (b) executing or causing to be executed such other instruments or notices as may be necessary or appropriate and (ii) take all additional action that the Administrative Agent or the Trustee may reasonably request to perfect, protect and more fully evidence the respective interests of the parties to this Agreement in such Assets.

Seller’s Assets. Neither Seller nor Seller's "ultimate parent entity" (as such term is defined in 16 CFR, Chapter 1, Subchapter H, Section 801.1 et seq.) had: (i) annual net sales of $100,000,000 or more as stated on its last regularly prepared statement of income and expenses; or (ii) total assets of $100,000,000 or more as stated on its last regularly prepared balance sheet.

Seller’s Assets. Notwithstanding anything to the contrary contained in this Agreement, except (i) as provided in the Transition Services Agreement, (ii) as provided in the Sublease Agreements, (iii) for the IP to be transferred to the Company pursuant to Section 5.4(c), (iv) for the Seller Licensed IP, and (v) for the tangible assets to be transferred pursuant to Section 5.4(d), it is expressly agreed that Purchaser is not purchasing, acquiring or otherwise obtaining, and neither the Company nor the Company Subsidiary will be entitled to retain following the Closing Date, any right, title or interest in any property, assets, Intellectual Property Rights, or Technology owned by Sellers as of the Closing Date, including without limitation, any trademarks or logos employing Sellers’ names or any part or variation of such names or anything confusingly similar thereto. Furthermore, except to the extent required by applicable Legal Requirements or by the rules and regulations of the Nasdaq Stock Market, neither the Company nor Purchaser or its Affiliates shall make use of (including on or in stationary, literature, promotional materials, websites and any other printed or written documents) Seller’s name, trademarks or logos from and after the Closing, including, without limitation “InfoSpace” or “Go2Net” or any part or variation of such name or anything confusingly similar thereto.

Seller’s Assets. The parties agree that Escrowed Funds (up to an amount equal to the Section 338 Tax Adjustment, or if so determined prior to the termination of this Agreement, the amount of the Final Section 338 Adjustment each as determined pursuant to Section 1.05 of the Purchase Agreement) are assets of Sellers (and not Buyer or its subsidiaries), and are placed in escrow solely to secure Buyer's obligations to Sellers in respect of the amount of the Section 338 Tax Adjustment or the amount of the Final Section 338 Adjustment, as the case may be. No other person or entity shall have any right, title or interest in or to the Escrowed Funds.

Seller’s Assets. All of the Seller's, the Special Shareholder’s, and the Shareholder’s right, title, and interest in and to the assets of the Seller, other than the Excluded Assets (defined below). This shall include, but not be limited to: (i) Policies, Policy information, Policy lists, and Policy rights (including renewal rights); (ii) Policyholders, Policyholder information, and Policyholder lists; (iii) Customers, customer information, customer lists, and customer rights (including renewal rights); (iv) Sub-Producers; (v) Insurance intermediary information; (vi) Insurance company and reinsurance company information; (vii) Expirations (with respect to the Transferred Assets); (viii) Contract rights under agreements (whether oral or written), leases, licenses, instruments, and commitments, but only to the extent they are assignable or replaceable (“Contracts”); (ix) All furniture and equipment; Asset Purchase Agreement – Protexure Insurance Agency, Inc. (A Delaware Corporation), et al. (x) Technology, know-how, and Intellectual property; (xi) Trade name(s); (xii) All relationships related to the aforementioned; (xiii) All Information related to the aforementioned; and, (xiv) Any assets listed in Schedule 1.1. (a) (xiv) hereto.

Seller’s Assets. 1.1 Sellers will sell to Buyer and Buyer will purchase from Sellers at the closing of title (defined in Clause 3) in its own name or through its nominee, all of Sellers’ rights, title and interest in the assets comprising its hotel and related facilities (“Hotel”) at La Brelotte Bay in the Quarter of Gros Islet in the State of Saint Lucia including (a) the property and improvements described on Schedule 1.1a (collectively the “Property,” which definition will also include easements/servitudes, rights of way associated with the Property and all buildings situate on the Queen’s Chain but excludes approximately 2.2 acres of immovable property comprising the Queen’s Chain), (b) equipment, consumables and movable property located on the Property and other assets including all business records (such as the name and address of past guests and payroll information), software, photos, resort promotional materials, web-sites, source codes, if any, and goodwill (such as the use of the “East Winds” name) owned by Sellers, which shall include but is not limited to those items listed in Schedule 1.1b (the "Sellers’ Personalty"), (c) to the extent assignable to Buyer, the contracts used and necessary for the ownership and operation of the Property as currently operated and as identified in Schedule 1.1C (the “Contracts”), (the Property, Sellers’ Personalty and Contracts referred to collectively as the “Sellers’ Assets”).

Seller’s Assets. The Property does not constitute all or substantially all of Seller’s assets.