Treatment of Excluded Assets Sample Clauses

Treatment of Excluded Assets. The Company shall, at or prior to the Closing, distribute, transfer and assign each Excluded Asset to Contributors or their designee and obtain any consents required in connection therewith. Laredo acknowledges that the inability of the Company to distribute, transfer or assign the Excluded Assets for any reason shall not delay Closing and any Excluded Asset that the Company is unable to so distribute, transfer or assign by the Closing shall be referred to as a “Non-Transferred Excluded Asset.” Regardless whether any Excluded Asset is a Non-Transferred Excluded Asset, Contributors hereby assume all Liabilities related to all Excluded Assets. From and after the Closing with respect to each Non-Transferred Excluded Asset, Laredo shall cause the Company to permit Contributors to exclusively direct and manage the Company’s participation in (and Laredo shall grant to Contributors or Contributors’ designee a power of attorney granting Contributors or such designee a full power of attorney with respect to) all negotiations, arbitrations, litigation, claims, and/or bankruptcy or other proceedings involving such Non-Transferred Excluded Asset, whether existing at the Closing or arising thereafter. Laredo shall also permit Contributors to settle or compromise on behalf of the Company any Non-Transferred Excluded Asset in Contributors’ sole discretion, and shall promptly pay to Contributors any proceeds or recoveries received in connection with any Non-Transferred Excluded Asset.
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Treatment of Excluded Assets. Prior to the Closing, Seller and each Partnership, as applicable, shall make such transfers, assignments, sales or other arrangements to ensure that, no later than one business day prior to the Closing Date, the Excluded Assets and any related liabilities or obligations shall not be owned by any Partnership.
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Treatment of Excluded Assets. The Parties agree that the Excluded Assets may be removed from the Premises by Oncothyreon following the date of this Agreement until February 28, 2009. Following the Closing Time, Oncothyreon may not enter into the Premises to remove the Excluded Assets, or for any other reason, without the prior consent of EMD, such consent not to be unreasonably withheld, and upon forty-eight (48) hours prior notice. The Parties agree that the Excluded + DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION Assets are the property of Oncothyreon, shall be removed from the Premises no later than February 28, 2009 by Oncothyreon and that EMD and Merck shall have no responsibility for, or liability for, any damage that may occur to the Excluded Assets provided that EMD and Merck exercise the same care with respect to storage of the Excluded Assets as they would in relation to storage of their own assets of similar type. For greater certainty, Oncothyreon agrees to maintain insurance coverage over the Excluded Assets for so long as they are situated on the Premises and shall, subject to EMD and Merck exercising the standard of care referred to above in relation to the Excluded Assets, be responsible for any damage to any of the Assets of EMD or Merck as a result of the storage at the Premises or movement by Oncothyreon of the Excluded Assets from the Premises.
Sample 1
Treatment of Excluded Assets. The Assets shall not include, and there is excepted, reserved and excluded from the Transaction, the Excluded Assets. In connection with and on or before the Closing, Cardinal NE shall distribute, transfer and assign the Excluded Assets to Seller and obtain any consents required in connection therewith. Seller shall assume all Liabilities related to the Excluded Assets from and after the Execution Date (“Seller Assumed Liabilities”).
Sample 1

Related to Treatment of Excluded Assets

  • Excluded Assets Notwithstanding the foregoing, the Purchased Assets shall not include the following assets (collectively, the “Excluded Assets”):

  • Included Assets The Assets referred to in Section 1.1(a)(ii) shall include, without limitation, the following assets, properties and rights of Seller used directly or indirectly in the conduct of, or generated by or constituting, the Business, except as otherwise expressly set forth in this Agreement:

  • Assumed and Excluded Liabilities (a) The applicable Transferred Company shall assume and be responsible, from and after the Closing, for (i) all of the Liabilities of Seller and its Subsidiaries to the extent relating to, arising out of or resulting from the Transferred Companies or the ownership or operation of the Transferred Assets, whether incurred before, on or after the Closing, other than the Excluded Liabilities and except as otherwise expressly provided in this Agreement, (ii) all Liabilities in respect of the Assigned Contracts and (iii) all Liabilities set forth on Annex 2.3(a) ((i), (ii) and (iii) collectively, the “Assumed Liabilities”) and (b) one or more members of Seller Group, as applicable, shall assume and be responsible for (i) all of the Liabilities of the Transferred Companies to the extent relating to, arising out of or resulting from an Excluded Asset, whether incurred before, on or after the Closing, (ii) any Liability of Seller or any of its Subsidiaries to their employees in their capacity as employers under any employee benefits or similar plans, except to the extent expressly assumed by Buyer under Section 6.6, (iii) all Taxes for which Seller is responsible under Section 6.5(a), (iv) except as otherwise expressly provided in this Agreement or the Ancillary Documents, any liability for any fees or expenses incurred by Seller or any of its Subsidiaries (including the fees and expenses of legal counsel, any accountant, auditor, broker, financial advisor or consultant retained by Seller or its Subsidiaries or on their behalf) in connection with the preparation, negotiation, execution and delivery of this Agreement or the Ancillary Documents or the consummation of the transactions contemplated by this Agreement, (v) any Liabilities of the Transferred Companies relating to, arising out of or resulting from any business currently or formerly conducted by Seller or any of its Subsidiaries (other than Liabilities relating to, arising out of or resulting from (x) the provision of ILEC Services as conducted on the date of this Agreement or as of the Closing, (y) any similar business conducted by the Transferred Companies prior to the date of this Agreement that would constitute an ILEC Service but for the date restrictions contained in the definition thereof or (z) the Transferred Companies’ historic wireline business conducted within the Territory), and (vi) all Liabilities set forth on Annex 2.3(b), whether incurred before, on or after the Closing, except as otherwise expressly provided in this Agreement (collectively, the “Excluded Liabilities”). For the avoidance of doubt, the Excluded Liabilities (other than clause (v) of the definition thereof) are not intended to create and expressly exclude any obligation of any member of the Seller Group to assume or be responsible for any Liability related to the infringement, misappropriation or other violation of any Intellectual Property rights.

  • Certain After-Acquired Collateral Borrowers shall promptly notify Agent in writing if, after the Closing Date, any Borrower obtains any interest in any Collateral consisting of Deposit Accounts, Chattel Paper, Documents, Instruments, Intellectual Property, Investment Property or Letter-of-Credit Rights and, upon Agent’s request, shall promptly take such actions as Agent deems appropriate to effect Agent’s duly perfected, first priority Lien upon such Collateral, including obtaining any appropriate possession, control agreement or Lien Waiver. If any Collateral is in the possession of a third party, at Agent’s request, Borrowers shall obtain an acknowledgment that such third party holds the Collateral for the benefit of Agent.

  • After-Acquired Collateral From and after the Issue Date, subject to the Intercreditor Agreement and any other Pari Passu Intercreditor Agreement, if (a) any Subsidiary becomes a Guarantor pursuant to Section 4.16 or (b) the Company or any Guarantor acquires any property or rights which are of a type constituting Collateral under the Notes Security Agreement (excluding, for the avoidance of doubt, any Excluded Assets or assets expressly not required to be Collateral pursuant to this Indenture or the Security Documents), it will be required to execute and deliver such security instruments, financing statements and certificates as are required under this Indenture and/or the Notes Security Agreement (for avoidance of doubt, after taking into account any exclusions or exceptions to the Collateral and/or the requirements to perfect a security interest in the Collateral pursuant to the Notes Security Agreement or other applicable Security Document) to vest in the Notes Collateral Agent a security interest (subject to Permitted Liens) in such after-acquired collateral and to take such actions to add such after-acquired collateral to the Collateral, and thereupon all provisions of this Indenture and the Security Documents relating to the Collateral shall be deemed to relate to such after-acquired collateral to the same extent and with the same force and effect.

  • Assumed Liabilities; Excluded Liabilities (a) Pursuant to the terms and subject to the conditions of this Agreement, at the Closing, Sellers shall sell, convey, deliver, transfer and assign to Buyer (or its designated Affiliate), and Buyer (or its designated Affiliate) shall assume from Sellers the Assumed Liabilities.

  • 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 Xxxxxx 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, Xxxxxx shall assume any and all liabilities set forth on Schedule 1.3 hereto (the "EXCLUDED LIABILITIES"). Purchaser agrees that it shall cause Xxxxxx and the Company to execute any and all such bills of sale, deeds, assignments and/or agreements as may be necessary to transfer title to the Excluded Assets to Xxxxxx and to assign and/or transfer the Excluded Liabilities to Xxxxxx. The parties hereto further agree that no other assets of the Company, whether tangible or intangible, shall have been or 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.

  • Proceeds and Products All proceeds, including insurance proceeds, and products of the items of Credit Security described or referred to in Sections 2.1.1 through 2.1.14 and, to the extent not included in the foregoing, all Distributions with respect to the Pledged Securities.

  • Other Excluded Assets All of Seller’s right, title and interest in and to all of its other assets (except for the Acquired Assets).

  • Contracts (Rights of Third Parties Act 1999 A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement unless expressly provided to the contrary in this Agreement. Notwithstanding any term of this Agreement, the consent of any person who is not a party to this Agreement is not required to rescind or vary this Agreement at any time.

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