Subject Assets. The Subject Assets shall mean all of the coal reserves and real property described in, and conveyed, demised or otherwise granted in or under the following deeds and instruments, to Western Land Company, LLC and/or Western Diamond LLC, subject to all rights-of-way, easements, leases, deed and plat restrictions, partitions, severances, encumbrances, licenses, reservations, conveyances and exceptions which are of record as of the date of the exercise of the Option by Elk Creek, and to all rights of persons in possession, and to physical conditions, encroachments and possessory rights which would be evident from an inspection of the property at such time:
Subject Assets. Subject to the terms and conditions set forth in this Agreement, Seller will Sell to Buyer, and Buyer will Purchase from Seller at the Closing, free and clear of all Encumbrances other than Permitted Encumbrances, the Subject Assets, defined as all of the right, title and interest in and to all of Seller's properties, assets and rights of any kind, whether tangible or intangible, real or personal, and owned by Seller or in which Seller has any interest, including, without limitation, all of Seller's and Parent's (to the extent applicable, if any) right, title and interest, subject to Section 10.2, in the following:
(a) All tangible assets (other than Inventory set forth on SCHEDULE 2.1(b) attached hereto), including, without limitation, tooling, fixtures and equipment used in the manufacture of European Formwork Products (as defined in the Exclusive Manufacturing and Distribution Agreement), set forth on SCHEDULE 2.1(a) attached hereto;
(b) All Inventory, including, without limitation, rental equipment, set forth on SCHEDULE 2.1(b) attached hereto;
(c) All supplies, marketing and sales literature, advertising materials, catalogues, consumable materials and other items of similar character used in the operation of the Subject Business;
(d) All customer and supplier lists of the Subject Business;
(e) All books, records, manuals, lists, files, ledgers, plans, drawings, reports and other materials of the Subject Business or pertaining to the Subject Assets, including, without limitation, all sales, marketing, manufacturing and customer files, records and other information (including without limitation, billing and shipping information), vendor information, operating records of every kind, environmental records, maintenance records, accounting records, purchase, sale and distributor records, price lists, correspondence and quality control records, item masters, information on rental equipment and other products, PIK lists, accounting codes, system codes and other data and information primarily related to and/or material to the conduct of the Subject Business or the other Subject Assets, in whatever form and wherever located ("Records");
(f) All Contracts and associated Contract Rights set forth on SCHEDULE 2.1(f) attached hereto;
(g) All Leases set forth on SCHEDULE 2.1(g) attached hereto;
(h) All Leasehold Estates, with respect to the Leases set forth on SCHEDULE 2.1(g) attached hereto;
(i) All Leasehold Improvements set forth on SCHEDULE 2.1(i) attached heret...
Subject Assets. Upon the terms and subject to the conditions set forth in this Agreement, Seller hereby sells to Subsidiary and Subsidiary hereby purchases from Seller, at the Closing, all of Seller's right, title, and interest in substantially all of the assets associated with the Business, including the following: All cash, cash equivalents, accounts (including without limitation, any accounts, deposit accounts; all inventory, equipment, goods, documents pertaining to operations, instruments (including, without limitation, promissory notes); all rights to equipment, tower and office space leases; all contract rights including ISP Subscriber Agreements, all Design Agreements, Equipment Purchase Agreements, Internet Access and Monitoring and Maintenance Agreements with commercial customers, including the existing dial-up customers; all general intangibles, chattel paper, supporting obligations, investment property (including without limitation, all equity interests owned by Seller); all letter of credit rights; all accounts and notes receivable, all work in progress, and all other contracts and agreements relating to the conduct of the Business; all equipment and software; the 1996 Ford and 1993 GMC bucket trucks; the 40 foot trailer mounted tower; the BDN 70 foot crank-up tower; all legally assignable government permits, licenses and certifications ("Governmental Permits"); and all proceeds and products thereof, all documents, files and records containing technical support, all additions, accessions and substitutions thereto and other information pertaining to the operation of the Business. All of the assets being purchased by Buyer as described in this Paragraph 1.1 are hereinafter referred to as the "Subject Assets." Documentation that will be provided under the purchase will include copies of the following books, records, manuals and other materials in any tangible form to the extent relating to the Business and/or the Subject Assets: records relating to customers that are parties to any contracts, records relating to vendors, and all other books, records, files, correspondence, documents and information owned by Seller relating to the Business that are currently in the possession of the employees of the Business, however maintained or stored (collectively, the "Records"), it being understood that the Seller may cause to be deleted confidential information that does not relate to the Subject Assets or the Business.
Subject Assets. Subject to approval of the Bankruptcy Court and the entry of the Sale Order (as defined in Section 8.1 below), on the terms and subject to the conditions of this Agreement, at the Closing (as defined in Section 5 below) Buyer shall purchase from Sellers and Sellers shall sell, transfer, convey and deliver to Buyer all of Sellers' direct and indirect rights, titles and interests in and to the following tangible and intangible property owned, leased or otherwise used by Sellers in connection with the operation of the Business (the "Assets"):
Subject Assets. Subject to the terms and conditions set forth in this Agreement, the Seller agrees to sell to the Buyer, and the Buyer agrees to purchase from the Seller, at the Closing, substantially all of the assets, tangible and intangible, owned by the Seller and used in connection with the operation of the Subject Business, including, without limitation, the following:
(a) All Tangible Assets; provided that the Server shall be subject to the terms and conditions of the IP License and Warranty Xxxx of Sale;
(b) All Inventory;
(c) All deposits and prepaid items and expenses of the Subject Business;
(d) All accounts receivable of the Subject Business;
(e) All cash and cash equivalent assets of the Subject Business;
(f) All Customer and Supplier Lists of the Subject Business, subject to the terms and conditions of the IP License and Warranty Xxxx of Sale;
(g) All Intellectual Property (and all licenses thereto) other than the Database Program, subject to the terms and conditions of the IP License and Warranty Xxxx of Sale;
(h) The goodwill of the Subject Business;
(i) To the extent their transfer is permitted by law and subject to obtaining any and all required consents to transfer, all Governmental Authorizations, product registrations and applications therefor used in the operation of the Subject Business;
(j) All Assumed Contracts; and
Subject Assets. Upon the terms and subject to the conditions set forth in this Agreement, Seller hereby sells to Subsidiary and Subsidiary hereby purchases from Seller, at the Closing, all of Seller's right, title, and interest in substantially all of the assets associated with the Business, including the following: Substantially all of the assets associated with the Business, including the name Crosswind, all cash, cash equivalents, accounts (including, without limitation, any accounts, deposit accounts, inventory, equipment, vehicles, goods, documents, instruments (including, without limitation, promissory notes), contract rights including ISP Subscriber Agreements, general intangibles, chattel paper, supporting obligations, investment property (including, without limitation, all equity interests owned by Seller), letter-of-credit rights, trademarks, trademark applications, trade styles, patents, patent applications, copyrights, copyright applications and other intellectual property in which Seller now has or hereafter may acquire any right, title or interest, all proceeds and products thereof (including, without limitation, proceeds of insurance), all documents, files and records containing technical support, all additions, accessions and substitutions thereto or therefore and other information pertaining to the operation of the business (collective, "Purchased Assets"), including those listed in Schedule 1.1. Documentation that will be provided pursuant to the purchase will include copies of the following books, records, manuals and other materials in any tangible form to the extent relating to the Business and/or the Subject Assets: records relating to customers that are parties to any contracts, records relating to vendors, and all other books, records, files, correspondence, documents and information owned by Seller relating to the Business that are currently in the possession of the employees of the Business, however maintained or stored (collectively, the "Records"), it being understood that the Seller may cause to be deleted confidential information that does not relate to the Subject Assets or the Business.
Subject Assets. (a) Each of AIG (for so long as Parent is a Subsidiary of AIG) and Parent, on behalf of itself and each of the Companies, covenants and agrees to and with the Investment Manager that, at all times during the Term, the Investment Manager shall be appointed pursuant to the Master SMA Agreements to supervise and direct the investment and reinvestment of all Subject Assets. Subject to the exclusions set forth in Section 6(b)(i), “Subject Assets” shall mean all assets allocated to the Blackstone Asset Classes existing as of the date hereof and any additional assets allocated to the Blackstone Asset Classes thereafter (including, for the avoidance of doubt, at any future date), in each case, relating to, originating from, or associated with the Subject Companies and/or as otherwise provided herein; provided, that to the extent a termination relating to New AUM in respect of a Blackstone Asset Class pursuant to Section 3(b) has occurred, then such New AUM corresponding to such Blackstone Asset Class shall cease to be considered “Subject Assets” for purposes of this Section 6(a) from and after the date of such termination. Subject to the exclusions set forth in Section 6(b)(ii), “Subject Companies” shall mean Parent’s Subsidiaries that are life insurance companies (including their respective successors and assigns), in each case existing as of the Signing Date and thereafter (including, for the avoidance of doubt, as of any future date), and any other Subsidiaries of Parent as may be agreed from time to time by Parent and the Investment Manager in writing. “Blackstone Asset Classes” shall mean the asset classes described in Exhibit B. For the avoidance of doubt, allocation of Subject Assets among the Blackstone Asset Classes shall be in accordance with the Allocation Guidelines and may result in 0% allocation to a specific Blackstone Asset Class listed on Exhibit B.
Subject Assets. Upon the terms and subject to the conditions set forth in this Agreement, Seller will sell to Buyer, and Buyer will purchase from Seller, all of Seller's rights, title, and interest in and to the assets which comprise Seller's Direct Broadcast Satellite ("DBS") Business (the "Business"). Such assets (the "Assets") are described with particularity in Schedule II.C.1 to this Agreement.
Subject Assets. (a) Each of FGL and FNF on behalf of itself and on behalf of each of its Affiliates covenants and agrees to and with the Investment Manager that, at all times during the Term, the Investment Manager shall be appointed to supervise and direct the investment and reinvestment of the assets of FGL and its Subsidiaries and any other Subsidiaries or Affiliates of FNF (each, a “Subject Company” and together, the “Subject Companies”), to the extent such assets primarily support any life insurance or annuity reserves, or capital and surplus, of any Subject Company (i) existing as of the date hereof or (ii) formed, established or acquired (whether by acquisition of stock, merger, consolidation or otherwise) by such Subject Company following the date hereof, including through acquisitions of legal entities or reinsurance, and including assets that may be held by a ceding company that is not a Subject Company in a modified coinsurance (modco) or funds withheld account (“Subject Assets”). Notwithstanding the foregoing, (A) Subject Assets shall not include assets of (x) FNF or FNF’s Affiliates whose primary business is title insurance, (y) any New York-domiciled insurance company Affiliates of FNF (each, (x) and (y), an “Excluded Company”) or (z) FGL and its Subsidiaries and any other Subsidiaries or Affiliates of FNF to the extent such assets do not primarily support any life insurance or annuity reserves, or capital and surplus, of any Subject Company, in each case so long as such assets are not acquired (whether by acquisition of stock, merger, consolidation or otherwise) by such Excluded Company described in clause (x) following the date hereof from a Subject Company, including through acquisitions of a Subject Company or reinsurance with a Subject Company, and including assets that may be held by any such Excluded Company in a modified coinsurance (modco) or funds withheld account for the benefit of a Subject Company and (B) Subject Companies shall not include Excluded Companies. During the Term and except as otherwise set forth herein, each of FGL and FNF (x) shall not cause, permit or suffer any Subject Company to appoint, retain or otherwise designate any person other than the Investment Manager to provide investment management or advisory services with respect to Subject Assets, and (y) shall not, and they shall cause each Subject Company not to, take any action, including any action with respect to any direct or indirect inquiry, offer or proposal relating to ...
Subject Assets. With respect to oil, gas or produced water assets, any Oasis Operated DSUs (as described in the applicable map) within the bounds of the “Painted Xxxxx and City of Williston ROFR area” on the applicable map set forth below: [See attached.] This Assignment Agreement, dated as of [___], 2021, is entered into by and between Oasis Midstream Services LLC, a Delaware limited liability company (“Assignor”), and OMP Operating LLC, a Delaware limited liability company (“Assignee” and, together with Assignor, the “Parties”).
