Common use of Excluded Assets and Liabilities Clause in Contracts

Excluded Assets and Liabilities. Notwithstanding that this Agreement relates to the purchase of capital stock from the Sellers by the Purchaser, which results in the Company retaining any and all of its assets and liabilities, it is understood and agreed that the Sellers 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 1.4 hereto (the "EXCLUDED ASSETS"). Further, the Sellers shall assume any and all liabilities set forth on Schedule 1.4 hereto (the "EXCLUDED LIABILITIES"). The Purchaser agrees that it shall cause the Company to execute, and the Sellers agree 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 the Sellers and to assign and/or transfer the Excluded Liabilities to the Sellers. 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, 1998 through the Closing Date.

Excluded Assets and Liabilities. Notwithstanding that this ------------------------------- Agreement relates to the purchase of capital stock from the Sellers Seller by the Purchaser, which results in the Company retaining any and all of its assets and liabilities, it is understood and agreed that the Sellers ▇▇▇▇▇▇ 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 1.4 1.3 hereto (the "EXCLUDED ASSETS"). Further, the Sellers ▇▇▇▇▇▇ shall assume any and all liabilities set forth on Schedule 1.4 1.3 hereto (the "EXCLUDED LIABILITIES"). The Purchaser agrees that it shall cause ▇▇▇▇▇▇ and the Company to execute, and the Sellers agree to execute, 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 the Sellers ▇▇▇▇▇▇ and to assign and/or transfer the Excluded Liabilities to the Sellers▇▇▇▇▇▇. 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, 1998 1995 through the Closing Date.

Excluded Assets and Liabilities. Notwithstanding that this ------------------------------- Agreement relates to the purchase of capital stock from the Sellers Seller by the Purchaser, which results in the Company retaining any and all of its assets and liabilities, it is understood and agreed that the Sellers Seller 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 1.4 1.3 hereto (the "EXCLUDED ASSETS"). Further, the Sellers Seller shall assume any and all liabilities set forth on Schedule 1.4 1.3 hereto (the "EXCLUDED LIABILITIES"). The Purchaser agrees that it shall cause Penta-Gen and the Company to execute, and the Sellers agree to execute, 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 the Sellers Seller and to assign and/or transfer the Excluded Liabilities to the SellersSeller. 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, 1998 1995 through the Closing Date.

Excluded Assets and Liabilities. Notwithstanding that this Agreement relates to the purchase of capital stock from the Sellers by the Purchaser, which results in the Company retaining any and all of its assets and liabilities, it is understood and agreed that the Sellers shall remove from the Company's premises prior to the day immediately prior to the Closing Date and/or, as appropriate, remove from the Company's books and records, only those particular assets set forth on Schedule 1.4 hereto (the "EXCLUDED ASSETSExcluded Assets"). Further, the Sellers shall assume any and all liabilities set forth on Schedule 1.4 hereto (the "EXCLUDED LIABILITIESExcluded Liabilities"). The Purchaser agrees that it shall cause the Company to execute, and the Sellers agree 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 the Sellers and to assign and/or transfer the Excluded Liabilities to the Sellers. 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, 1998 2000 through the Closing Date.

Excluded Assets and Liabilities. Notwithstanding that this Agreement relates to the purchase of capital stock from the Sellers Seller and the Other Stockholders by the Purchaser, which results in the Company retaining any and all of its assets and liabilities, it is understood and agreed that the Sellers prior to Closing ▇▇▇▇▇▇▇ 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 1.4 1.3 hereto (the "EXCLUDED ASSETSExcluded Assets"). Further, the Sellers ▇▇▇▇▇▇▇ shall assume any and all liabilities liabilities, if any, set forth on Schedule 1.4 1.3 hereto (the "EXCLUDED LIABILITIESExcluded Liabilities"). The Purchaser agrees that it shall cause the Company to execute, and the Sellers agree ▇▇▇▇▇▇▇ agrees 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 the Sellers ▇▇▇▇▇▇▇ and to assign and/or transfer the Excluded Liabilities to the Sellers▇▇▇▇▇▇▇. 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, 1998 1997 through the date hereof and the parties hereto agree that no other such assets shall be removed from the Company's premises or from the Company's books and records after the date hereof through the Closing DateDate without the prior written consent of Purchaser.