Excluded Assets Assignment definition

Excluded Assets Assignment means, if applicable, an assignment and conveyance of the Excluded Assets from any Subject Company to one or more Sellers or their respective designees in the form attached hereto as Exhibit C.
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Excluded Assets Assignment means an assignment and xxxx of sale, substantially in the form of Exhibit G attached hereto.
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Excluded Assets Assignment has the meaning set forth in Section 6.2.
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Examples of Excluded Assets Assignment in a sentence

  • Seller shall cause the Companies to execute and deliver to Seller or its designee, as assignee, an Excluded Assets Assignment at any time prior to Closing causing such Companies to assign the Excluded Assets to Seller or its designee effective as of immediately prior to the Closing.

  • Additionally, at or prior to the Closing, Seller shall cause the applicable Companies to execute and deliver an Excluded Assets Assignment as contemplated in Section 1.3.

  • The Partnership acknowledges and confirms that, at or prior to the Closing Date, ETG transferred its right, title and interest in the Excluded Assets pursuant to the Excluded Assets Assignment and that no Excluded Asset constitutes and ETG Asset.

  • Seller shall cause the Company to execute and deliver to Seller or its designee, as assignee, an Excluded Assets Assignment at any time prior to Closing causing the Company to assign the Excluded Assets to Seller or its designee effective as of immediately prior to the Closing.

  • Additionally, at or prior to the Closing, Seller shall cause the Company to execute and deliver an Excluded Assets Assignment as contemplated in Section 1.3.

  • Purchaser shall bear and pay fifty percent (50%) of, and Sellers shall bear and pay fifty percent (50%) of, any sales, use, transfer, stamp, documentary, registration, excise or similar Taxes incurred or imposed with respect to the transactions described in this Agreement (“Transfer Taxes”); provided, however, that Seller shall bear all of the Transfer Taxes (if any) associated with the assignment of any Excluded Assets pursuant to the Excluded Assets Assignment.

  • Except as set forth on Section 3.8 of the Disclosure Schedule, other than the Holdback Contract and the vehicles to be acquired by Buyer or its Affiliates as contemplated by Section 1.2(b)(xv), the Tangible Assets constitute all the material tangible personal properties and assets necessary for the current operation of the Business, after giving effect to the transactions contemplated by the Separation Agreement, the Excluded Assets Assignment Agreement and the Restructuring Transactions.

  • The Company Group has no material Liability of a type required to be reflected on a balance sheet pursuant to GAAP, except for Liabilities (a) reflected on the face of the Latest Balance Sheet; (b) incurred in connection with the execution of this Agreement, the Separation Agreement or the Excluded Assets Assignment Agreement; or (c) of the type reflected on the face of the Latest Balance Sheet which have arisen since the date of the Latest Balance Sheet in the Ordinary Course of Business.

  • Management Services Agreement, by and between Xxxxxxxx Energy Partners III, LLC and Fortis Administrative Services, LLC, dated as of July 1, 2016.] This Excluded Assets Assignment (this “Assignment”) is entered into as of [ ], 2019, but is effective for all purposes as of January 1, 2019 (the “Effective Time”), by and among [ ], a [ ] (“Assignor”) and [ ], a [ ] (“Assignee” and together with Assignor, each a “Party” and, collectively, the “Parties”).

  • Except as expressly contemplated by this Agreement, the Separation Agreement, the Excluded Assets Assignment Agreement or the Restructuring Transactions, since the date of the Latest Balance Sheet, the Company Group has conducted the Business in the Ordinary Course of Business and there has not occurred any event or development that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on the Company Group.


More Definitions of Excluded Assets Assignment

Excluded Assets Assignment means that certain Assignment and Assumption Agreement of even date herewith between ETG and Contributor.
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Excluded Assets Assignment means an assignment and bill of sale, substantially in the form of Exhibit G attached hereto. (oo) “Financial Statements” means (i) the audited consolidated financial statements of Seller, including the notes thereto,
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Excluded Assets Assignment is defined in Section 1.7.
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Excluded Assets Assignment means the excluded assets assignment, substantially in the form attached hereto as Exhibit G.
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Related to Excluded Assets Assignment

  • Excluded Asset means any asset of any Grantor excluded from the security interest hereunder by virtue of Section 2.2 hereof but only to the extent, and for so long as, so excluded thereunder.

  • Excluded Assets has the meaning set forth in Section 2.02.

  • Included Assets has the meaning in Section 5.1(d)(ii)(A).

  • IP Assignment a collateral assignment or security agreement pursuant to which an Obligor grants a Lien on its Intellectual Property to Agent, as security for the Obligations.

  • Transferred Contracts has the meaning ascribed to it in Section 2.1(c).

  • Intellectual Property Assignment has the meaning set forth in Section 3.02(a)(iii).

  • Intellectual Property Assignment Agreement means, with respect to each Specified Business, an agreement in form and substance reasonably acceptable to Seller and Buyer, providing for the assignment of the Transferred Intellectual Property Related to such Specified Business.

  • Trademark Assignment shall have the meaning specified in Section 3.2(c).

  • Assigned Contracts has the meaning set forth in Section 2.01(c).

  • Intellectual Property Assignments has the meaning set forth in Section 3.02(a)(iv).

  • Seller Intellectual Property means (a) all Intellectual Property Rights owned or licensed to Seller or its Affiliates prior to the Effective Date; (b) all Intellectual Property Rights in the Seller Parts, the Specifications, and the Base Vehicle; and (c) all other Intellectual Property Rights designed, developed, or otherwise created by Seller or its Affiliates after the Effective Date without reference to Buyer Intellectual Property excluding, in each case, any of the foregoing which are Buyer Intellectual Property.

  • IP Assignment Agreement has the meaning set forth in Section 3.2(a)(iii).

  • Transferred Asset means each asset, including any Loan Asset and Substitute Loan Asset (including, if any, the Participation thereof), Conveyed by the Seller to the Purchaser hereunder, including with respect to each such asset, all Related Property; provided that the foregoing will exclude the Retained Interest and the Excluded Amounts.

  • Transferred Assets means the assets, rights and properties of the Sellers that the Purchasers shall acquire as of the Closing.

  • Assumed Contracts has the meaning set forth in Section 2.1(d).

  • Assumed Liabilities has the meaning set forth in Section 2.3.

  • Trademark Assignment Agreement has the meaning set forth in Section 2.01.

  • Collateral Assignment means, with respect to any Contracts, the original instrument of collateral assignment of such Contracts by the Company, as Seller, to the Collateral Agent, substantially in the form included in Exhibit A hereto.

  • Purchased Contracts has the meaning set forth in Section 2.1.1(a).

  • Additional Purchased Assets shall have the meaning set forth in Subsection 3(a).

  • Collateral Assignment Agreement has the meaning set forth in Section 10.05.

  • Assigned Contract shall have the meaning set forth in Section 1.1(b).

  • Purchased Assets has the meaning set forth in Section 2.1.

  • Excluded Intellectual Property shall have the meaning set forth in Section 1.2(i).

  • Purchase Agreement Assignment means the Purchase Agreement and Engine Warranties Assignment [________], dated as of even date with the Participation Agreement, between Lessee and Owner Trustee.

  • Assignment of Contracts shall have the meaning provided in Section 5.07.