the Books and Records. The Purchased Assets do not include any fixed assets or inventory.
the Books and Records. A Uniform Commercial Code Search, indicting that the Membership Interests and the limited liability company interests in AFE and the Subsidiaries are unencumbered by an lien, encumbrance or other security interest thereon, except for liens, encumbrances or security interests in favor of GE pursuant to the GE Loan, and federal and state law searches for Seller and each of the Subsidiaries indicating the absence of any bankruptcy proceeding, federal or state tax lien, litigation and unsatisfied judgments.
the Books and Records. The Transferred Intellectual Property (including the assets identified in clauses (d) through (f) above) shall be subject to any (i) licenses retained by Seller or granted to Seller pursuant to any Acquisition Document, (ii) Contracts with use restrictions or non-exclusive licenses to or with any Person existing on the date hereof granted to or by Seller or its Subsidiaries and (iii) Contracts with use restrictions or non-exclusive licenses to or with any Person entered into by a Seller or its Subsidiaries in the ordinary course of business not in violation of this Agreement prior to the Closing Date. The Transferred Intellectual Property may be further obligated (either prior to the date hereof or in the ordinary course of business between the date hereof and the Closing Date) to be non-exclusively licensed, with or without receipt of payment, as a result of Seller’s or its Subsidiaries’ participation in various Special Interest Groups (SIGs), Standard Definition Organizations (SDOs) and similar organizations which may impose obligations to non-exclusively license the Transferred Intellectual Property to third parties. To the extent that Seller or any of its Subsidiaries is required to ensure that successors with respect to the Transferred Intellectual Property assume such obligations to license, Buyer shall assume such obligations as of the Closing.
the Books and Records. The Vendor hereby represents, warrants, covenants and undertakes with the Purchaser as follows:
the Books and Records. Notwithstanding anything herein to the contrary, from and after the Closing, Ciba and each of its Subsidiaries shall retain all their respective right, title and interest in and to, and there shall be excluded from the sale, conveyance, assignment or transfer to Hexcel hereunder, and the Acquired Assets shall not include, the following (collectively, the "Excluded Assets"):
the Books and Records. Subject to the provisions of Section 17.10 hereof,
the Books and Records the Permits related exclusively to the operation of the Business, to the extent assignable;
the Books and Records the Data Processing System;
the Books and Records. The rights under the Transferred Contracts or Transferred Licenses accruing prior to the Effective Time (including any claims for overpayments) are not included in the Purchased Assets.
the Books and Records all goodwill Related to the Business including the present telephone numbers and other communications numbers and addresses of the Business; and
