Excluded Fixed Assets means (a) supplies, signs, marketing aids, trade fixtures or equipment specifically identifying or relating to Seller or any of its Affiliates located at the Branches, (b) software, source and object code, user manuals and related documents and all updates, upgrades or other revisions thereto and all copies or duplicates thereof located at the Branches, (c) electronic teller station hardware and other hardware related to teller stations and platforms located at the Branches, (d) any equipment and other assets, specifically excluding ATMs, that Purchaser determines cannot continue to be utilized by Purchaser after the Closing Date or does not or will not comply with laws, rules or regulations applicable to Purchaser on or after the Closing Date, provided that Purchaser must provide written notice of all such assets to Seller no later than 10 Business Days before Closing, and (e) any other personal property of Seller or any of its Affiliates identified on Schedule 1.1(e) hereto, less any such items consumed or disposed of, plus new similar items acquired or obtained, in the ordinary course of the operation of the Branches through the close of business on the Closing Date.
Excluded Fixed Assets means (a) supplies, signs, marketing aids, trade fixtures or equipment specifically identifying or relating to a Seller or any of its Affiliates located at the Branches, (b) software, source and object code, user manuals and related documents and all updates, upgrades or other revisions thereto and all copies or duplicates thereof located at the Branches, (c) signage demarcating the name of Sellers, (d) door locks, and (e) any other personal property of a Seller or any of its Affiliates identified on Schedule 1.1(h) hereto, less any such items consumed or disposed of, plus new similar items acquired or obtained, in the ordinary course of the operation of the Branches through the close of business on the Closing Date.
Excluded Fixed Assets means Excluded Real Property and equipment and fixtures located on Excluded Real Property.
Examples of Excluded Fixed Assets in a sentence
Buyer is not acquiring, and Seller is not selling, any other assets of Seller, including the Non-Purchased Inventory, all accounts receivable due to Seller in connection with the Purchased Business, all of Seller’s cash and cash equivalents in respect of the Purchased Business, the Excluded Fixed Assets and the assets set forth on Schedule 2.2 (collectively, the “Excluded Assets”).
Seller shall remove, at Seller's expense, all Excluded Fixed Assets at a mutually agreed time.
Without limitation, the Excluded Assets shall specifically include the Excluded Fixed Assets, the Elan Agreement, and the Indirect Loans.
All Fixed Assets and Excluded Fixed Assets material to the current operation of the Dealerships are, and shall on the Closing Date be, in operating condition and repair, reasonable wear and tear excepted.
The name of Schedule 1.1(g) is changed from "Excluded Fixed Assets" to "Fixed Assets," and the attached Schedule 1.1(g), which is current as of February 28, 2009, supersedes and replaces the existing Schedule 1.1(g).
More Definitions of Excluded Fixed Assets
Excluded Fixed Assets means any Fixed Asset which is an ATM machine or surround, ATM video surveillance cameras, fax machine, xerographic copier, ATM Oscare device and related instruments, ISC terminals or any other Fixed Asset withheld by Seller or excluded by Buyer pursuant to Section 3.2.
Excluded Fixed Assets means (a) artwork, supplies, signs, marketing aids, trade fixtures or equipment specifically identifying or relating to a Seller or any of its Affiliates located at the Facilities, (b) telephone systems located at the Facilities, (c) software, source and object code, user manuals and related documents and all updates, upgrades or other revisions thereto and all copies or duplicates thereof located at the Facilities, (d) copying machines, facsimile machines, scanners, computers, printers, modems, peripheral equipment, electronic teller station hardware and other hardware related to teller stations and platforms located at the Facilities, and (e) any other personal property of Sellers or any of their Affiliates identified on SCHEDULE 1.1(H) hereto, less any such items consumed or disposed of, plus new similar items acquired or obtained, in the ordinary course of the operation of the Facilities through the close of business on the Closing Date. "EXCLUDED XXX/XXXXX/EMPLOYEE PENSION PLAN DEPOSITS" shall have the meaning specified in Section 12.12(a).
Excluded Fixed Assets means all Branch Assets, other than any Fixed Assets, including (a) all artwork, supplies, signs, marketing aids, trade fixtures or equipment specifically identifying or relating to Seller or any of its Affiliates or containing any trade name, trademark or service xxxx, logo or corporate name or other symbol of Seller or any of its Affiliates and located in the Branch on the Closing Date; (b) all software, source and object code, associated licenses, user manuals and related documents and all updates, upgrades or other revisions to such assets and all copies or duplicates of such assets located in the Branch on the Closing Date;
Excluded Fixed Assets means (i) computer software and licensed goods other than computer software and licensed goods included in Purchased Assets pursuant to section 1.01(vvv)(xv) of this Agreement, (ii) artwork, supplies, signs, marketing aids, or trade fixtures or equipment in each case specifically identifying or relating to Seller or any of its Affiliates, and (iii) any other personal property of Seller or any of its Affiliates identified on Schedule 1.01(ll), less any such items consumed or disposed of, plus new similar items acquired or obtained, in the Ordinary Course of Business of the California Business through the close of business on the Closing Date.
Excluded Fixed Assets means (a) all artwork, supplies, signs, marketing aids, trade fixtures or equipment specifically identifying or relating in any way to Seller or any of its Affiliates or containing any trade name, trademark or service xxxx, logo or corporate name or other symbol of Seller or any of its Affiliates and located in the Branches or Office on the Closing Date; (b) all software, source and object code, associated licenses, user manuals and related documents and all updates, upgrades or other revisions thereto and all copies or duplicates thereof located in the Branches or Office on the Closing Date; (c) all electronic mail records and databases; (d) all Internet domain names and Uniform Resource Locators (URLs); (e) any Fixed Assets not acquired by Purchaser pursuant to Section 8.3(c); and (f) any other furniture, fixtures, equipment, leasehold improvements and other assets set forth on Schedule 1.1(g) as such Schedule may be amended by Seller between the date hereof and the Closing Date upon the agreement of the Seller and Purchaser to include other furniture, fixtures, equipment, leasehold improvements and other assets on Schedule 1.1(g). “Excluded XXX/Xxxxx/Employee Pension Plan Deposits” shall have the meaning specified in Section 12.11(a).
Excluded Fixed Assets means (a) artwork, supplies, signs, marketing aids, trade fixtures or equipment specifically identifying or relating to Seller or any of its Affiliates located at the Branch and (b) any other personal property of Seller or any of its Affiliates identified on Schedule 1.1(e) hereto, less any such items consumed or disposed of, plus new similar items acquired or obtained, in the ordinary course of the operation of the Branch through the close of business on the Closing Date. "Excluded XXX/Xxxxx/Employee Pension Plan Deposits" shall have the meaning specified in Section 11.9(a).
Excluded Fixed Assets means (a) artwork, supplies, signs, marketing aids, or trade fixtures or equipment in each case specifically identifying or relating to a Seller or any of its Affiliates located at the Facilities, (b) telephone systems located at the Facilities, software, source and object code, user manuals and related documents and all updates, upgrades or other revisions thereto and all copies or duplicates thereof located at the Facilities, (c) copying machines, facsimile machines, scanners, computers, printers, modems, peripheral equipment, electronic teller station hardware and other hardware related to teller stations and platforms located at the Facilities (except for the ATMs), and (d) any other personal property of a Seller or any of its Affiliates identified on Schedule 1.1(t) hereto, less any such items consumed or disposed of, plus new similar items acquired or obtained, in the ordinary course of the operation of the Facilities through the close of business on the Closing Date; provided that to the extent (x) Sellers own (or lease pursuant to a lease agreement to which a Seller or one of its Affiliates is a party covering only) such telephone systems, copying machines, facsimile machines, scanners, computers, printers, modems, peripheral equipment, electronic teller station hardware and other hardware related to teller stations and platforms, (y) Sellers are not restricted or limited in the transfer or assignment thereof under any lease agreement, contract, license or other undertaking, and (z) such transfer or assignment will not void or otherwise materially adversely affect any service or maintenance agreements with respect to any assets or properties retained or leased by Sellers or their Affiliates following the Closing Date, any such owned assets shall be included in the Fixed Assets and any rights under leases assigned by Sellers with respect to such assets or properties shall be included in the Consumer Bank Assets and the obligations under such leases shall be deemed Assumed Liabilities. "Excluded IRA/Keogh/Employee Pension Plan Deposits" shall have thx xexxxxx specified in Section 12.12(a).