Required Assets has the meaning set forth in Section 6.3.
Required Assets means, collectively, Seller’s right, title and interest in and to the assets listed in Exhibit B attached hereto, provided, however, that the Required Assets shall not, under any circumstances, include Seller’s or Assignor’s (i) cash, (ii) accounts receivable, (iii) claims or preference or fraudulent conveyance recoveries under applicable law, (iv) state or federal tax refunds, (v) insurance refunds or recoveries, (vi) utility or leasehold security deposits, and (vii) the “Excluded Assets” (defined below). Buyer shall promptly execute and deliver to Seller any and all such further assignments, endorsements and other documents as Seller may reasonably request for the purpose of effectuating the terms and conditions of this Section. For the avoidance of doubt, it is the intent of the parties hereto that none of the Excluded Assets shall be transferred to Buyer. The parties hereto acknowledge and agree that the Required Assets only comprise a limited and narrowly defined portion of the overall Assets and that the Excluded Assets comprise the majority of the Assets.
Required Assets means, collectively, Seller’s right, title and interest in and to (a) all intellectual property rights or interests relating in any way to all or any part of the Asempra BCS product family, including, without limitation, any software, hardware and firmware relating thereto, in object and source code form; all patents, copyrights, trademarks, trade secrets and other applications therefore; all user manuals, reference manuals and other documentation and materials relating to any Required Assets; and any derivative works, foreign language versions, fixes, upgrades, updates, enhancements and new versions thereof; (b) any and all rights, claims and interests relating to the Required Assets, any employee or third party confidentiality nondisclosure, intellectual property or other proprietary rights assignment agreement, or any claims or rights for breach thereof, as the same relate to Required Assets; and (c) those assets listed in Exhibit B attached hereto, provided, however, that the Required Assets shall not, under any circumstances, include Seller’s or Assignor’s (i) cash, (ii) accounts receivable, (iii) claims or preference or fraudulent conveyance recoveries under applicable law, (iv) state or federal tax refunds, (v) insurance refunds or recoveries, (vi) utility or leasehold security deposits, (vii) customer contracts, and (viii) real property leases. However, the remaining assets of Seller shall be stripped of all Required Assets, including the removal of all software and documentation from such assets besides Required Assets, with no trace of any Required Assets left behind at Seller. Buyer shall promptly execute and deliver to Seller any and all such further assignments, endorsements and other documents as Seller may reasonably request for the purpose of effectuating the terms and conditions of this Section.
Examples of Required Assets in a sentence
Seller shall have made the Required Assets available to Buyer as set forth in Section 1.3 above.
All rights of Seller with regard to the ownership and possession of the Required Assets are rights held as Assignee pursuant to the General Assignment made by Assignor.
Pursuant to this Agreement, Seller, solely in its capacity as Assignee, sells, assigns, and transfers all of its right, title and interest in and to the Required Assets to Buyer.
The Required Assets will be sold, assigned, transferred and conveyed to Buyer (subject to Section 1.3) on the Closing Date “as is” and “where is”, with no representations or warranties other than those specifically set forth below, and subject to any and all pledges, liens, licenses, rights of possession, security interests, restrictions, encumbrances, charges, title retention, conditional sale or other security arrangements of any nature whatsoever (collectively, “Encumbrances”).
Subject to the terms and conditions of this Agreement, and in reliance on the representations, warranties and covenants set forth in this Agreement, Seller agrees to sell, assign, transfer and convey to Buyer at the Closing (as defined in Section 2.2 below), and Buyer agrees to purchase and acquire from Seller at the Closing, all of Seller’s right, title and interest in and to all of the Required Assets.
More Definitions of Required Assets
Required Assets has the meaning given to that term in paragraph 6.2 of Schedule 12 (Exit and Service Transfer Arrangements);
Required Assets. ’ means such fixed assets (i.e. the land use right over a piece of
Required Assets means the present value, as of the Measurement Date, of the sum of (x) the maximum aggregate amount that could become payable to the Participants under the Plans if their employment terminated on the six-month anniversary of the Measurement Date, and (y) an estimate of the expenses reasonably likely to be incurred by the Trust from the Measurement Date through such six-month anniversary, including without limitation the Trustee’s and Consulting Firm’s fees as estimated by the Trustee and the Consulting Firm, respectively. In determining the present value of any benefit under a Plan, the Consulting Firm shall use the interest rate in effect for purposes of the Plan on the Measurement Date or, if it produces a larger present value, the interest rate that the Consulting Firm reasonably expects to be in effect on such six-month anniversary, based upon market conditions at the time the determination is being made; and
Required Assets means the present value, as of the Measurement Date, of the sum of (x) the inaximum aggregate amount. that could become payable te> participants and beneficiaries under the Plans if their employment terminated on the six-month anniver.sary of the Measurement Date, and (y) an estimate of the expenses reasonably likely to be incurred by the Trust from the Measurement Date. through such six-month anniversary, including without limitation the Trustee's and Consuiting Firm's fees as estimated by the Trustee and the Consulting Firm, respectively. In determining the present value of. any benefit under a Plan, the Consulting Firm shall use the interest rate in effect for purposes of the Plan on the Measurement Date or, if it produces a larger present value, the interest rate that the Consulting Firm reasonably expects to be in·effect on such six-month anniversary, based upon market conditions at the time the detenillna1;ion is being made; and (iv) The term "Trust Asset Value" means the aggregate net fair n:utrket value of the assets of the Trust Fund as of the relevant Measurement Date. Section 15. Legal Defense Fund 17
Required Assets means, collectively, Seller’s right, title and interest in and to the assets listed in Exhibit B attached hereto, provided, however, that the Required Assets shall not, under any circumstances, include Seller’s or Assignor’s (i) cash, (ii) accounts receivable, (iii) claims or preference or fraudulent conveyance recoveries under applicable law, (iv) state or federal tax refunds, (v) insurance refunds or recoveries, (vi) utility or leasehold security deposits, and (vii) the “Excluded Assets” (defined below). Buyer shall promptly execute and deliver to Seller any and all such further assignments, endorsements and other documents as Seller may reasonably request for the purpose of effectuating the terms and conditions of this Section. For the avoidance of doubt, it is the intent of the parties hereto that none of the Excluded Assets shall be transferred to Buyer. The parties hereto acknowledge and agree that the Required Assets only comprise a limited and narrowly defined portion of the overall Assets and that the Excluded Assets comprise the majority of the Assets. For purposes of this Agreement, the term “Excluded Assets” means any and all properties, rights, contracts, claims or other assets other than those specifically listed or described in Exhibit B. For the avoidance of doubt, Excluded Assets include (and Required Assets do not include), any and all properties, rights, contracts, claims or other assets owned by either Assignor or Seller, except for the Required Assets, including, but not limited to, any business conducted by Assignor and its subsidiaries that is not primarily engaged in the 5300 PM Generator Business, including the design, development, research, licensing, distribution, sale, support and maintenance of all products and services (including, but not limited to, 6000, 7000, 8000 and 9000 series generators, converters or motors), other than the Products.
Required Assets means, collectively, the rights, assets (both tangible and intangible) and all other items listed in Exhibit A attached hereto, including (i) all of the Key Components (as defined in Section 1.2(c)), (ii) all of the Material Required Assets, and (iii) any Additional Agreements (as defined in Section 1.2(b) below), but excluding any (x) Liabilities (as defined in Section 3.1), and (y) Excluded Assets (as defined in Exhibit A). As used in this Agreement, “Material Required Assets” means those assets set forth on Exhibit F as of the expiration of the Identification Period (as defined in Section 1.2(c)), pursuant to Section 1.2(c).
Required Assets means, collectively, Seller's right, title and interest, if any, in and to the Assets (other than Excluded Assets), including, without limitation, the following: