Trace Regional Assets Sample Clauses

Trace Regional Assets. Immediately prior to the Closing, Seller shall own the Trace Regional Assets (which are exclusive of any real property) consisting of the tangible and intangible personal property, other than personal property leased or licensed (in which event Seller shall have a valid leasehold or license interest in such leased or licensed assets, as the case may be) used in the operation of the business of Trace Regional which assets of Trace Regional (excepting the Excluded Assets as hereinafter defined), shall consist of the following: (a) All personal property consisting of the equipment, vehicles, furniture and furnishings, including the other personal property set forth on Schedule 1.2(a) to this Agreement, and to the extent located at Trace Regional and owned by Seller pertaining to Trace Regional, excepting any such property held under a lease or used under a license but including Seller’s interest in such lease or license (in each case to the extent assignable); (b) the Inventory of Trace Regional owned by Seller as of the Closing Date; (c) all receivables of Trace Regional (exclusive of any intercompany receivables), including without limitation, all accounts receivable arising from the rendering of services to patients at the Hospital, and/or the Clinics, claims and settlements made pursuant to the Medicare, Medicaid, Blue Cross, and CHAMPUS/TRICARE, cost reports filed by Seller, or to be filed, for periods prior to Closing relating to services rendered by and/or operation of Trace Regional during the month of January of 2024, in each case whether billed or unbilled, accrued, recorded or unrecorded, with collection agencies or otherwise in respect of services rendered up to the Closing Date (the “Accounts Receivable”); (d) all prepaid expenses and other current assets of Seller generated or acquired solely from Seller’s operation of Trace Regional through Closing; (e) all advances to third parties by Seller (other than to Affiliates) and credits generated or acquired solely from operation of Trace Regional by Seller through Closing (collectively, the “Advances”); (f) all xxxxx cash on hand at the Hospital, MOBs, and/or Clinics; (g) the medical records of Seller in respect of patients of the Hospital on the Date of Closing or discharged prior to Date of Closing, and the medical records of the Clinics for patient encounters prior to the Date of Closing, all financial, patient, medical staff and personnel records of Seller directly derived from operation of Trac...
Sample 1
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Related to Trace Regional Assets

  • Excluded Assets Notwithstanding anything to the contrary in this Agreement, the Purchased Assets shall not include the following assets (collectively, the “Excluded Assets”): (a) all cash, cash equivalents (including marketable securities and short-term investments), bank accounts and their balances (including related books and records), lockboxes and deposits of, and any rights or interests in, the cash management system of Seller, including uncleared checks and drafts received or deposited for the account of Seller; (b) all rights under any Contracts, including those listed on Schedule 2.02(b), but excluding the Assumed Contracts; (c) all Company Plans and attributable assets of, or relating to, such plans, including all records, Contracts and arrangements associated with such Company Plans; (d) any Intellectual Property of Seller not Related to the Business; (e) Seller’s Organizational Documents and minute and equity ownership books and records having to do with the company organization or existence of Seller and its company seal; (f) all rights, claims, credits, causes of action or rights of set-off that Seller may have arising under this Agreement or as a result of the consummation of the transactions contemplated hereby; (g) any refunds of Taxes for any Pre-Closing Tax Period or for which Seller is liable pursuant to Section 6.12; (h) the Tax Returns and Tax records and reports of Seller other than those that are Purchased Assets; (i) all insurance policies of Seller, including claims thereunder and any claims or benefits in, to or under any express or implied warranties from suppliers of goods or services relating to Inventory sold by Seller prior to Closing; (j) all of Seller’s intercompany account balances with its Affiliates, including those related to the Products; (k) all assets, properties, and interests rights primarily used in or held for use in connection with the operation of Seller’s wound care and urology business; (l) the rights that accrue or will accrue to Seller under this Agreement and the other Transaction Documents; and (m) the other assets of Seller that are identified on Schedule 2.02(m).

  • HUSBAND’S PROPERTY It is declared by the Husband to be the owner of the following assets and property:

  • Fixed Assets 10 Section 2.11. Leases................................................. 10 Section 2.12. Change in Financial Condition and Assets............... 11 Section 2.13.

  • Business Assets The Company Assets comprise all of the property and assets of the Business, and none of the Vendor or the Significant Shareholders nor any other person, firm or corporation owns any assets used by the Company in operating the Business, whether under a lease, rental agreement or other arrangement;

  • Acquired Assets On the Closing Date, in accordance with this Agreement, Seller and its Subsidiaries shall sell, convey, transfer, assign and deliver to Buyer, free and clear of any and all Encumbrances, and Buyer will purchase, acquire and accept, all of Seller's and its Subsidiaries' respective right, title and interest in and to the following properties, assets and other rights, personal or mixed, tangible or intangible (collectively, the "Acquired Assets"): (a) The Equipment of Seller and its Subsidiaries listed on Schedule 2.1(a), together with any Equipment transferred to Buyer pursuant to Section 2.4 (c) (the "Acquired Equipment"); (b) The inventory of Seller and its Subsidiaries listed on Schedule 2.1(b) (the "Acquired Inventory"); (c) The Contracts of Seller and its Subsidiaries (including any future claims arising from or related to such contracts) listed on Schedule 2.1(c) hereto and the Backlog related to such Contracts (the "Assumed Contracts"); (d) Copies or originals of all books, records, data (in any media), papers and instruments of whatever nature and wherever located to the extent related to the Acquired Assets; (e) All licenses, sublicenses and other contract rights held by Seller and its Subsidiaries in connection with the Business listed on Schedule 2.1(e), including all Insituform and NuPipe licenses, sublicenses and rights to use or operate under Insituform or NuPipe patents or trademarks, and intangible or intellectual property rights, including know-how, relating thereto or to the Business (the "Acquired Intellectual Property"); (f) All Permits required solely in connection with the Business in effect as of the Closing Date, to the extent such Permits are transferable (the "Acquired Permits"); and (g) All rights to the name "Insituform", "Insituform East", "MidSouth" and "insitu" and all derivatives thereof.

  • Computer Equipment No computers and/or personal electronic devices, such as tablets and laptop computers, or any component thereof, may be purchased with funds provided under this Contract, regardless of purchase price, without prior written approval of ADMINISTRATOR. Any such purchase shall be in accordance with specifications provided by ADMINISTRATOR, be subject to the same inventory control conditions specified above in Subparagraphs 18.1.1 to 18.1.4, and, at the sole discretion of ADMINISTRATOR, become the property of COUNTY upon termination of this Contract.

  • Excluded Assets and Liabilities Notwithstanding that this ------------------------------- Agreement relates to the purchase of capital stock from Seller by Purchaser, which results in the Company retaining any and all of its assets and liabilities, it is understood and agreed that Seller shall remove from the Company's premises prior to Closing and/or, as appropriate, remove from the Company's books and records, only those particular assets set forth on Schedule 1.3 hereto (the "EXCLUDED ASSETS"). Further, Seller shall assume any and all liabilities set forth on Schedule 1.3 hereto (the "EXCLUDED LIABILITIES"). Purchaser agrees that it shall cause Penta-Gen and the Company to execute any and all such bills of sale, assignments and/or agreements as may be necessary to transfer title to the Excluded Assets to Seller and to assign and/or transfer the Excluded Liabilities to Seller. The parties hereto further agree that no other assets of the Company, whether tangible or intangible, shall be removed from the Company's premises or from the Company's books and records except in the ordinary course of the Company's Business as provided herein from and after December 31, 1995 through the Closing Date.

  • Selection Planning Prior to the issuance to consultants of any requests for proposals, the proposed plan for the selection of consultants under the Project shall be furnished to the Association for its review and approval, in accordance with the provisions of paragraph 1 of Appendix 1 to the Consultant Guidelines. Selection of all consultants’ services shall be undertaken in accordance with such selection plan as shall have been approved by the Association, and with the provisions of said paragraph 1.

  • Clinical Management for Behavioral Health Services (CMBHS) System 1. request access to CMBHS via the CMBHS Helpline at (000) 000-0000. 2. use the CMBHS time frames specified by System Agency. 3. use System Agency-specified functionality of the CMBHS in its entirety. 4. submit all bills and reports to System Agency through the CMBHS, unless otherwise instructed.

  • Student Evaluation a. The President of the College or the President’s designee shall be responsible for administering the student evaluation process. b. Student evaluation packets for each class containing instruments and instructions shall be distributed to each faculty member by the first week of December during the fall semester and by the last week in April during the spring semester. c. It is expressly agreed that the faculty member being evaluated shall not be present in the classroom when the student evaluation is being administered and that all instruction to students with regard to such student evaluation shall be included in writing on the instrument, provided further that the designated unit or non-unit professional shall return the student evaluation directly to the President of the College or the President’s designee. The administering of the student evaluation shall be the responsibility of the President of the College or the President’s designee who shall determine who among unit or non-unit professionals shall administer such student evaluation. Student evaluations shall be valid only if signed by the student; provided, however, that faculty members shall not be entitled to the identity of the student responding unless such student evaluation is used as a basis for dismissal or other disciplinary action and such will be communicated to the students. d. The data from the student evaluation shall be tabulated and copies sent to the President of the College or the President’s designee. The raw data shall be retained by the College for a period of one (1) year during which time the faculty member shall have access thereto upon written request. e. The President of the College or the President’s designee shall review the tabulated data and shall forward a data summary to the faculty member by January 23 for the fall semester and by June 15 for the spring semester. f. The faculty member shall have seven (7) working days in which to respond to such data.

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