Sold Assets Sample Clauses

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. 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 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. Sold Assets shall mean all assets pertaining exclusively or primarily to the PC Business, including, but not limited to, the following assets (and rights, title and interest to and under those assets), unless they constitute Excluded Assets: (a) subject to lit. (b) and (c) below all IP Rights, including, but not limited to, the patents and patent applications, trademarks and trademark applications, trade names, copyrights, and domain names listed in Exhibit 3.2(a);

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. With respect to any Interest constituting a Sold Asset being sold by LMLP, LMLP holds title to such Interest free and clear of any liens, claims or other encumbrances, except as disclosed in writing to the Partnership and except as set forth on Schedule 1 and Schedule 2.5 hereto. Except as indicated on Schedule 2.5 hereto, LMLP holds, either directly or indirectly, one hundred percent (100%) of the ownership interest in a GP/Manager Entity or an Owner. LMLP has not, directly or indirectly, sold, conveyed, transferred, given, pledged, mortgaged or otherwise disposed of, encumbered or granted in any manner any interest in such Owner (other than intercompany loans which shall be satisfied by the applicable LMLP Entity as of the Closing); there are no outstanding warrants, options, rights, agreements, calls or other commitments to which an LMLP Entity (directly or indirectly) is a party relating to or providing for the sale, conveyance, transfer, gift, pledge, mortgage or other disposition, encumbrance or granting of, or permitting any Person to acquire any direct or indirect interest in, a GP/Manager Entity or an Owner. Subject to obtaining waivers of all the ROFO/ROFR Rights and subject to obtaining the TIC Consent, LMLP has the absolute right, power and capacity, to sell, assign, convey, transfer and deliver the Interest as contemplated by this Agreement, free and clear of any liens, claims or other encumbrances, other than the applicable Loan. Each applicable Owner is the sole owner of the applicable Property. Except for a Selling Owner, each applicable Owner does not now own and has not at any time previously owned any assets or property other than the Property, and has engaged in no business other than the ownership of the Property.

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.

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.