Mixed Assets Sample Clauses

The Mixed Assets clause defines how assets that consist of both covered and non-covered items are treated under an agreement. In practice, this clause outlines the procedures for identifying, separating, or allocating rights and obligations when assets are not entirely within the scope of the contract, such as when a portfolio contains both licensed and unlicensed intellectual property. Its core function is to ensure clarity and prevent disputes by specifying how mixed assets are handled, thereby allocating risk and responsibility between the parties.
Mixed Assets. In the event that any assets of M4 are used in connection with ReTech and are also used in connection with any other business of M4, then M4 and LMAES will discuss in good faith whether such assets are used primarily in ReTech's business or primarily in such other business of M4 and accordingly whether or not such assets should constitute Acquired Assets or Excluded Assets for purposes of this Agreement. The foregoing sentence shall not apply to any of the Excluded Assets identified in Section 2.2.
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Mixed Assets. In the event the parties determine before or ----- ------ after the Closing that any asset owned or held by Raytheon or another member of the Raytheon Group (other than RECI) is used primarily in, or relates primarily to, the Purchased Business, other than an Excluded RECI Asset, Raytheon will transfer or cause the transfer of such asset to the Buyer as part of the Acquired RECI Assets. In the event the parties determine before the Closing that any asset owned or held by a RECI Subsidiary is used primarily by Raytheon or another Subsidiary of Raytheon (other than RECI or a RECI Subsidiary) and is not material to the Purchased Business, then Raytheon (before the Closing) or the Buyer (after the Closing) will cause the applicable RECI Subsidiary to transfer such asset to RECI as part of the Distributed Assets.
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Mixed Assets. In the event the parties determine before or after ------------ Closing that any asset owned or held by Parent or a Subsidiary thereof (other than Seller) is used primarily in, or relates primarily to, the Business, other than an Excluded Asset (collectively, the "Mixed Assets"), Seller shall cause the Transfer of such asset to Acquiror at or after the Closing, as applicable, as part of the Purchased Assets.
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Mixed Assets. 17 ARTICLE III
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Mixed Assets. (a) Unless the Parties agree otherwise, any Contract to which the Asset Seller is a party prior to the Closing that inures to the benefit or burden of each of the Business and the Excluded Assets (a “Mixed Contract”) will be separated on or as promptly as practicable after the Closing, so that the Asset Buyer and the Asset Seller will be entitled to the rights and benefits and will assume the related portion of any Liabilities (other than in the case of the Asset Buyer, Excluded Liabilities) inuring to their respective businesses. If any Mixed Contract cannot be so separated, the Asset Seller and Asset Buyer will take such other reasonable and permissible action to cause (i) the Acquired Assets associated with that portion of each Mixed Contract that relates to the Business to be enjoyed by the Asset Buyer; (ii) the Assumed Liabilities related with that portion of each Mixed Contract that relates to the Business to be borne by the Asset Buyer; (iii) the assets associated with the portion of each Mixed Contract that relates to the Excluded Assets to be enjoyed by the Asset Seller; and (iv) the Liabilities (other than Assumed Liabilities) related with that portion of each Mixed Contract that relates to the Excluded Assets to be borne by the Asset Seller. (b) Except as may otherwise be agreed by the Parties, the Parties will not assign any Receivable or payable relating to both the Business and the Excluded Assets (a “Mixed Account”). In the event of any such Mixed Account, the Asset Buyer and the Asset Seller will take such reasonable and permissible actions to cause (i) the Acquired Assets associated with that portion of each Mixed Account that relates to the Business to be enjoyed by the Asset Buyer; (ii) the Assumed Liabilities related with that portion of each Mixed Account that relates to the Business to be borne by the Asset Buyer; (iii) the assets associated with that portion of each Mixed Account that relates to the Excluded Assets to be enjoyed by the Asset Seller; and (iv) the Liabilities (other than Assumed Liabilities) related with that portion of each Mixed Account that relates to the Excluded Assets to be borne by the Asset Seller.
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Related to Mixed Assets

  • Fixed Assets 12 2.10. Change in Financial Condition and Assets...........................................12 2.11.

  • Leased Assets The term "Leased Assets" shall have the meaning ascribed thereto in Section 3.6.

  • Acquired Assets (a) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not result in a breach of the terms and conditions of, or result in a loss of rights under, or result in the creation of any lien, charge or encumbrance upon, any of the Acquired Assets for any reason, including but not limited to pursuant to (i) Sellers’ charter documents, (ii) any franchise, mortgage, deed of trust, lease, license, permit, agreement, contract, instrument or undertaking to which Sellers are a party or by which they or any of their properties are bound, or (iii) any statute, rule, regulation, order, judgment, award or decree. (b) Sellers have good and marketable title to all of the Acquired Assets, free and clear of all mortgages, liens, leases, pledges, charges, encumbrances, equities or claims. (c) The Acquired Assets are not subject to any material liability, absolute or contingent. (d) The list of Acquired Assets set forth in Appendix B of this Agreement is an accurate description of all of the Mineral Leases of Sellers that are being assigned by the Sellers to the Buyer pursuant to this Agreement. (e) The list of Acquired Assets set forth in Appendix B to this Agreement contains a list of all contracts, agreements, licenses, leases, arrangements, commitments and other undertakings relating to the Acquired Assets to which Sellers are a party or by which they or the Acquired Assets are bound. All of such contracts, agreements, leases, licenses and commitments are valid, binding and in full force and effect, and are assignable to Buyer without the consent of any other party or such consent will be obtained in writing prior to the Closing. (f) No consent is necessary to effect the transfer to Buyer of any of the Acquired Assets, and upon the consummation of the transactions contemplated hereby, Buyer will be entitled to use the Acquired Assets to the full extent that Sellers used the same immediately prior to the transfer of the Acquired Assets. (g) On the Closing, Buyer will have no less than a 78% net revenue interest in the Mineral Leases, or greater as indicated in Appendix B to this Agreement. (h) There is no condition, order, or situation or any basis for such that would cause the prohibition of customary oil and gas drilling on the Mineral Leases after the Closing in accordance with applicable laws, rules and regulations.

  • Purchased Assets Upon the terms set forth in this Agreement and subject to the conditions hereof and the provisions of Section 1.6, at the Closing, Seller will sell, transfer, assign, convey and deliver to Buyer, and Buyer will purchase and accept from Seller, all right, title and interest of Seller in, to and under the following properties (collectively, the “Purchased Assets”): (a) subject to Section 1.5, the Land, together with all structures, buildings, improvements, machinery, fixtures, and equipment affixed or attached to the Land and all easements and rights appurtenant thereto, including: (i) all easements, privileges and rights belonging or in any way appurtenant to the Land; and (ii) any and all air rights, subsurface rights, development rights, and water rights appurtenant to the Land (all of the foregoing being collectively referred to herein as the “Owned Real Property”), but expressly excluding the Removed Real Property; (b) all tangible personal property owned by Seller and used in connection with the Owned Real Property as of the date of this Agreement, including, specifically, without limitation, all equipment, furniture, tools and supplies (including all construction materials, work-in-process, finished goods, goods in transit, manufactured and purchased supplies and other materials) and any other personal property as is owned by the Seller, whether located on the Owned Real Property or with suppliers or others as of the date of this Agreement (collectively, the “Personal Property”); (c) the Home Sale Contracts as of the Closing Date (the “Assigned Home Sale Contracts”); (d) all ▇▇▇▇▇▇▇ money deposits and other forms of security (whether or not held in escrow) held or controlled by or for Seller pursuant to the Assigned Home Sale Contracts (“Home Sale Contract Deposits”); (e) all customer and vendor lists, and business and financial records, books, and documents (including any books and records or documents relating to Taxes imposed on the Purchased Assets), to the extent any of the foregoing are related to or used with respect to the Owned Real Property, Personal Property or the Assigned Contracts, including all of Seller’s rights to architectural and engineering plans, subject to applicable fees for the reuse, signing and sealing of such plans, water and sewer, electrical and building plans, and all other plans and specifications, drawings and other similar documents, in each case relating to the Owned Real Property; (f) all rights, obligations, and duties of Seller arising out of Contracts relating to the construction of Housing Units in the Ordinary Course or otherwise listed on Section 1.1(f) of the Disclosure Schedule (other than those related to Housing Units that have been sold prior to the Closing) (collectively, the “Other Contracts” and, together with the Assigned Home Sale Contracts, the “Assigned Contracts”); (g) all Permits in the name of Seller and related to the Owned Real Property (the “Assigned Permits”); and (h) all of Seller’s rights as declarant or similar capacity under CC&Rs with respect to Associations.

  • Retained Assets Notwithstanding anything to the contrary set forth in this Agreement, the following assets of the Seller are not included in the sale of Purchased Assets contemplated hereby: (i) the cash and cash equivalents, accounts receivable, chattel papers (including electronic chattel paper), instruments (including promissory notes), all of Debtor’s rights to receive payments from any source and for any reason (whether characterized as accounts, accounts receivable, chattel paper, choses-in-action, contract rights, general intangibles, instruments, securities, notes or otherwise) including, without limitation, Debtor’s right to receive payments for services rendered, whether or not earned by performance or recognized or billed by Debtor, prepaid security deposits on Real Property Leases (as defined in Section 2.10 of the Purchase Agreement) and all other prepaid charges, deposits or prepaid expenses related to the Purchased Assets, (ii) the Purchase Price (as hereinafter defined) and the other rights of the Seller under or relating to this Agreement, (iii) the corporate minute books, stock records, qualification to conduct business as a foreign corporation, and other documents relating to the formation, maintenance or existence as a corporation of the Seller, except that Seller agrees that it will provide copies of any such document from the corporate minute books as reasonably requested by the Buyer which the Buyer believes are necessary for the use and operation of the Purchased Assets after the Effective Date, (iv) motor vehicles, (v) all properties, rights, assets and services related to the conduct of Seller’s business at all of its other offices nationwide and all information, documents and files relative thereto; and (vi) all properties, rights, assets and services related to the conduct of Seller’s business at any of its other offices and locations throughout the United States.