Assets Retained Clause Samples

Assets Retained. The Borrower will not permit the portion --------------- of Undepreciated Real Estate Assets which is subject to no Lien (other than a Permitted Lien) to be less than 150% of the aggregate principal amount outstanding at any time of Debt which is not secured by a Lien on Property of the Borrower or any Subsidiary.
View SourceView Similar (2)
Assets Retained. Notwithstanding anything in this Agreement to the contrary, Purchaser shall not receive the following assets: (i) all cash and cash equivalents, and all bank and other accounts in which any of the foregoing is held; (ii) all orders booked by Seller as of the date hereof, other than the Transferred Orders ("Back Orders"); (iii) all inventory of Seller as of the date hereof and thereafter, including without limitation any inventory for filling Back Orders and inventory in transit ("Inventory"); (iv) all accounts receivable of Seller as of, and resulting from sales under Back Orders or of Inventory following, the date hereof ("Receivables"); (v) refundable income taxes of Seller; (vi) insurance policies relating to the business or operations of Seller and all monies owing from insurance carriers including claims based upon the failure of Seller's former computer system; (vii) minute books, stock transfer books and corporate seal of Seller; (viii) the leases with respect to Seller's offices, including but not limited to 666 Fifth Avenue, New York, N▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇'▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, wherever located; (ix) any telephone and fax numbers of Seller other than those set forth in Schedule 2.1(a)(i); and
View Source
Assets Retained. Notwithstanding any Schedule hereto or any other provision of this Agreement, IBH shall retain, and Purchaser shall have no rights to, any of the following rights or assets (the "RETAINED ASSETS"): (a) Information or documents in the possession of CORE, INC. ("CORE") or any of its affiliates at a location other than IBH's Irvine, California offices; provided, however, IBH shall provide Purchaser access to and permit Purchaser to make copies of any such documents to the extent the documents are referred to in item 3(i), above; (b) Cash, accounts receivable and bank accounts of IBH; (c) Minute books, corporate and financial records of IBH; (d) Any attorney-client privileged communication or document relating directly or indirectly to IBH's operation of the Business; (e) The trademarks and tradenames "CORE," "WorkAbility," and all derivatives and variations thereof; (f) The WorkAbility program or other intellectual property developed by CORE and its affiliated corporations; (g) The cash management and accounts receivable collection system utilized by IBH in Boston, Massachusetts or Irvine, California. (h) CORE's web site; (i) The telephone switch utilized by both CORE and IBH; and (j) CORE's information system, utilized by IBH, including server(s), e-mail service, and winframes and related items and services, except as specifically indicated in Section 7, below.
View Source
Assets Retained. The parties to this Agreement expressly understand and agree that GTC is not hereunder selling, assigning, transferring or conveying to Buyers any assets other than the Purchased Assets.
View Source
Assets Retained. 7 Section 2.03 Liabilities. . . . . . . . . . . . . . . . . 7 ARTICLE III. CONSIDERATION
View Source
Assets Retained. Not less than 150%
View Source
Assets Retained. Notwithstanding anything in this Agreement to the contrary, Purchaser is not hereby purchasing any of the following assets of Seller (collectively, the "Excluded Assets"): (a) the assets noted on Schedule 2.02(a); (b) Contracts identified on Schedule 2.02(b); (c) any deposits relating to taxes not assumed by Purchaser; (d) any corporate documents and seals of Seller; and (e) the outstanding capital stock of Seller.
View Source
Assets Retained. Notwithstanding anything to the contrary in Paragraph 1.1, Seller shall not sell, deliver, transfer, assign or convey, and Buyer shall not purchase the following assets: (a) The assets of Seller's Information Security Systems ("ISS") business division; (b) The cash, cash equivalents, bank accounts, deposits, securities, and accounts receivables posted as of the Effective Date; (c) The capital stock, paid in capital, and retained earnings; (d) Any prepaid items, including but not limited to insurance, workers compensation deposits, unemployment deposits, and deferred income tax prepayments; (e) The Cogent/Nortel Order; (f) The ▇▇▇-▇▇▇-▇▇▇▇ telephone number and associated extensions; (g) The 888-Datakey and ▇▇▇-▇▇▇-▇▇▇▇ telephone numbers; (h) The domain name "▇▇▇▇▇▇▇.▇▇▇";
View Source
Assets Retained. The parties to this Agreement expressly --------------- understand and agree that notwithstanding the provisions of Section 2.A.1, Seller is not hereunder selling, assigning, transferring or conveying to Buyer the following assets, which shall be specifically excluded from the transactions contemplated by this Agreement (the "Excluded Assets"): a. all cash and cash equivalents up to $300,000 before the close of business on the day immediately preceding the Closing Date, whether held in lock boxes or otherwise; b. any vehicles leased by Seller except those identified on Schedule 2.A.1.a hereto; c. all assets that are used exclusively in the conduct of the business of Spin Physics and/or Impactdata as identified on Schedule 2.A.2.c hereto; d. any inter-company accounts receivable of Seller and Delta; e. certain other miscellaneous assets as identified on Schedule 2.A.2.e hereto; f. any Benefit Plan or any other contract or arrangement providing employee benefits to employees; g. the shares of Datatape International, Inc.; h. the shares of Spin Physics, Inc.; i. all of Seller's claims, causes of action, choses in action, rights of recovery and rights to refunds relating to periods prior to the Closing Time to the extent not related to the Purchased Assets; j. all of Seller's tax and information returns; all correspondence between Seller and its shareholders; all minutes, stock ledger and other corporate documents; provided, however, that upon reasonable notice from Buyer to Seller or its successors-in-interest, Seller or its successors-in-interest shall provide Buyer with access at no charge to any of the foregoing-described material and with copies of any of said documents to the extent such material and documents pertain to the Business and Purchased Assets acquired by Buyer; and k. all of Seller's rights to receive mail and other communications which do not relate in any way to the ownership of the Purchased Assets or the operation of the Business;
View Source

Related to Assets Retained

  • Fiscal Year End Change, or permit any Subsidiary of any Borrower to change, its fiscal year end.

  • Financial Statements; Fiscal Year The Current Financials were prepared in accordance with GAAP and present fairly, in all material respects, the consolidated financial condition, results of operations, and cash flows of the Companies as of, and for the portion of the fiscal year ending on the date or dates thereof (subject only to normal audit adjustments). All material liabilities of the Companies as of the date or dates of the Current Financials are reflected therein or in the notes thereto. Except for transactions directly related to, or specifically contemplated by, the Loan Documents or disclosed in the Current Financials, no subsequent material adverse changes have occurred in the consolidated financial condition of the Companies from that shown in the Current Financials. The fiscal year of each Company ends on December 31.

  • Tax Accounting Services (1) Maintain accounting records for the investment portfolio of the Fund to support the tax reporting required for “regulated investment companies” under the Internal Revenue Code of 1986, as amended (the “Code”). (2) Maintain tax lot detail for the Fund’s investment portfolio. (3) Calculate taxable gain/loss on security sales using the tax lot relief method designated by the Trust. (4) Provide the necessary financial information to calculate the taxable components of income and capital gains distributions to support tax reporting to the shareholders.

  • Fiscal Year; Accounting The Company's fiscal year shall be the calendar year with an ending month of December.

  • Financial Statements; Undisclosed Liabilities The Columbia House Entities Disclosure Letter sets forth the combined balance sheets, statements of operations, statements of cash flows and statements of venturers' deficit as of and for the years ended December 19, 1997 and December 18, 1998 for ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ and the Columbia House Subsidiaries (the "Columbia House and Columbia House Canada Financial Statements"). The combined balance sheet for ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ and the Columbia House Subsidiaries dated December 18, 1998 is referred to in this Agreement as the "Columbia House and Columbia House Canada Balance Sheet". The ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Financial Statements were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented the financial position of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ and the Columbia House Subsidiaries as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended. The Columbia House Entities Disclosure Letter sets forth the balance sheets, statements of changes in stockholders' equity and statements of changes in financial position as of and for the years ended December 31, 1997 and December 31, 1998 for Columbia House Mexico (the "Columbia House Mexico Financial Statements", and together with the ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Financial Statements, the "Columbia House Entities Financial Statements"). The balance sheet for Columbia House Mexico dated December 31, 1998 is referred to in this Agreement as the "Columbia House Mexico Balance Sheet". Except as set forth in the Columbia House Entities Disclosure Letter, the Columbia House Mexico Financial Statements were prepared in accordance with accounting principles generally accepted in Mexico and fairly presented the financial position of Columbia House Mexico as of the dates thereof and the results of operations and changes in stockholders' equity for the periods then ended. Except as disclosed in the Columbia House Entities Financial Statements and except for liabilities and obligations incurred since December 18, 1998 (with respect to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ and the Columbia House Subsidiaries) or December 31, 1998 (with respect to Columbia House Mexico) in the ordinary course of business consistent with past practice or as set forth in the Columbia House Entities Disclosure Letter, none of the Columbia House Entities or the Columbia House Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet or in the notes thereto (with respect to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ and the Columbia House Subsidiaries) or required by accounting principles generally accepted in Mexico to be set forth on a balance sheet or in the notes thereto (with respect to Columbia House Mexico), except those liabilities or obligations that, individually and in the aggregate, have not had and could not reasonably be expected to have a Columbia House Entities Material Adverse Effect. None of the Columbia House Entities or the Columbia House Subsidiaries is, or has at any time been, subject to the reporting requirements of Sections 13(a) and 15(d) of the Exchange Act. The Columbia House Entities Financial Statements have not been restated for adjustments which may be required in connection with the filing of the Form S-4 with the SEC.