Sold Assets. (a) The Sold Assets to which this Transfer Supplement applies are described on Schedule A hereto.
(b) Transfer Date: [ ].
(c) Purchase Price of Sold Assets: $[ ].
Sold Assets. For purposes of Section 5, any reference to Excluded Assets shall be deemed to include Sold Assets.
Sold Assets. The “Sold Assets” shall comprise all assets (Aktiva im Sinne von § 266 Abs. 2 HGB) pertaining to the Sold Business as at the Effective Time, excluding the Excluded Assets (as defined below). In particular, but without limitation, the Sold Assets shall comprise:
(a) all moveable assets (including, but not limited to, any test and trial equipment) as listed in Annex 3.1.1(a), (the “Sold Fixed Assets”),
(b) all raw materials, supplies, works in progress, finished goods and other inventories as listed in Annex 3.1.1(b) (the “Sold Inventory”),
(c) all rights and claims under
(aa) the Sold Contracts, and
(bb) the Sold Contract Parts,
Sold Assets. The selling party (for purposes of this schedule hereinafter referred to as “Seller”) agrees to sell in accordance with Section 4.2 (h) of the Shareholder Agreement, upon timely receipt of a written declaration of acceptance (hereinafter “Declaration of Acceptance”) from the purchasing party (for purposes of this schedule hereinafter referred to as “Purchaser”), the following assets to Purchaser in accordance with the provisions of these Terms and Conditions of Sale (hereinafter the “Terms and Conditions of Sale”):
(a) all STOXX shares held by Seller (hereinafter the “Shares”); and
(b) the loans extended by Seller or its affiliates (with the exception of the STOXX Companies) to STOXX Companies (hereinafter the “STOXX Loans”).
Sold Assets. 5.6.1 Except as set forth in Schedule 5.6, Seller or the Asset Seller Companies beneficially owns all of the right, title or other interests to be transferred to Purchaser hereunder with respect to all the Sold Assets, and none of the Sold Assets is leased, rented, licensed, or otherwise not owned by Seller or the Asset Seller Companies, and all the Sold Assets are free and clear of any and all liens, charges, encumbrances and restrictions.
5.6.2 All Sold Assets are in customary repair, order and condition, reasonable wear and tear excepted, and enable Purchaser to conduct in all material respects the Product Lines as currently conducted by Seller or the Asset Seller Companies.
Sold Assets. For purposes of this Agreement, the term “Sold Assets” means all the assets, properties and rights of the Seller primarily used in or primarily related to the Business and located at the Leased Real Estate or otherwise as of the Closing Date (except in each case for the Excluded Assets), including:
Sold Assets. If at any time following the Closing Date, the Seller or a Selling Shareholder becomes aware that it is in possession of any asset that constitutes a Sold Asset intended to be transferred to the Purchaser in connection with this Agreement or any of the underlying transactions but which was not so transferred, such Person shall promptly notify the Purchaser of such Sold Asset and shall transfer such Sold Asset to the Purchaser, as soon as reasonably practicable.
Sold Assets a) The Seller in particular owns, holds, or is subject or party to, as the case may be, the following assets, contracts, receivables, liabilities and other rights and obligations in connection with, or which are used for, the holding operations in relation to the Wirtgen Business (the “Holding Operations”):
Sold Assets. (a) Seller has good, marketable and exclusive title to all of the Sold Assets and the valid and enforceable power and unqualified right to use, sell and transfer to Purchaser, the Sold Assets.
(b) After Closing, Purchaser will have good, marketable and exclusive title to the Sold Assets, free and clear of all Liens, except for Liens listed or described on SCHEDULE 5.4 (B).
(c) Except as set forth in SCHEDULE 5.4(C), no Person, other than Seller, has any rights or interests in the Sold Assets or the Business.
(d) The Sold Assets include all of the assets, property and rights, tangible or intangible, required by Purchaser to operate the Business, as operated by Seller as of December 31, 2004 and immediately prior to Closing, and to produce, sell, distribute, maintain, design, enhance and license, and design and develop derivatives of, the products of the Business, or derivatives thereof.
(e) All items of the Sold Inventory are in good operating condition and of a quality usable and saleable in the Ordinary Course of Business, subject to appropriate and adequate allowances reflected in the Financial Statements according to the generally accepted accounting principles pursuant to the German Commercial Code for obsolete, excess, slow moving and other irregular items. All cost for items of the Sold Inventory listed in Schedule 1.1(g) hereof are the actual costs incurred.
Sold Assets. As of the Closing Date, (i) Seller, or the relevant Seller Party, as the case may be, is the sole and unrestricted legal owner of the Sold Assets, and (ii) the Sold Assets are free and clear of any Encumbrances other than Permitted Encumbrances. There are no rights of third parties to acquire the Sold Assets.
