No Excluded Assets Sample Clauses

No Excluded Assets there are no Miscellaneous Interests or Tangibles excluded from the Assets except those set forth in Schedule "G";
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No Excluded Assets. Purchaser shall not have the right to exclude any Hotel Assets or other portions of the Property from the transactions contemplated herein for any reason whatsoever other than as expressly set forth in the balance of this Section 2.6; provided that, notwithstanding anything in this Section 2.6 to the contrary, (i) under no circumstances will Purchaser be permitted to exclude the Hotel Assets described in Exhibits A-25 (Hampton Inn Chattanooga, TN), A-30 (Hampton Inn Columbus, GA) and A-35 (Hampton Inn Fayetteville, NC) from the Property, (ii) after giving effect to any permitted substitutions of Hotel Assets under this Section 2.6, under no circumstances may the Excluded Hotel Assets that are First Pool Assets have aggregate Allocated Loan Amounts that exceed ten percent (10%) of the aggregate Allocated Loan Amounts of all Individual Properties (as such terms are defined in the Loan Agreement) unless Purchaser has obtained a waiver in writing from Lender of the application of Section 2.5.2(iii)(a) of the Loan Agreement to the exclusion of such Excluded Hotel Assets, and (iii) under no circumstances may the total number of Excluded Hotel Assets at any time exceed ten (10). The Hotel Assets which each individual Purchaser will acquire (along with all other portions of the Property related thereto) are set forth on Schedule 1B. 2.6.1 If any Hotel Asset suffers a Condemnation or a Casualty prior to January 22, 2015, then Sellers shall promptly after learning thereof provide Purchaser with notice thereof, and the damages, in the case of a Condemnation, or the cost to repair, in the case of a Casualty, when added to damages and costs to repair, as applicable, of all prior Condemnations and/or Casualties to such Hotel Asset occurring on or after the Effective Date (and which have not been previously Restored) exceed the Casualty/Condemnation Threshold, then Purchaser shall have the option, exercisable by written notice (such notice, the “Purchaser’s Casualty/Condemnation Notice”) thereof to Sellers within five (5) Business Days after Purchaser receives written notice from Sellers of a Condemnation or Casualty together with Appraiser’s or Adjuster’s determination of resulting damages or cost of repair, as applicable, but in no event later than January 22, 2015, to either (A) waive such Casualty or Condemnation and proceed to Closing without any further right with respect to the same (other than as expressly set forth in Section 5.2)
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No Excluded Assets. Purchaser intends to acquire and Seller intends to transfer all of the assets of the Seller, and therefore there shall not be any assets, interests, or rights excluded from the Purchased Assets, and Seller shall not retain any residual right, title or interest in or to Purchased Assets, the Audio Conferencing Business, the Glyphics Software or any other asset or right related to Glyphics' products and services other than the amount of cash reflected in Section 1.8 below.
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No Excluded Assets. The Purchased Assets shall not exclude any of the assets of the Seller, pursuant to which upon closing of the Transaction, none of the assets shall remain the property of the Seller.
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No Excluded Assets. The Sellers hereto agree that no assets of the Company, ------------------ whether tangible or intangible, have been or shall be removed from the Company's premises or from
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No Excluded Assets. The parties hereto agree that no assets of the Company, whether tangible or intangible, 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 April 30, 1998, through the Closing Date.
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No Excluded Assets. Notwithstanding anything to the contrary contained herein, there are no assets, properties, and rights of NCA which are excluded in connection with the sale of Shares.
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Related to No Excluded Assets

  • Excluded Assets Buyer expressly understands and agrees that the following assets and properties of Seller and the Retained Subsidiaries (the “Excluded Assets”) shall be excluded from the Purchased Assets: (a) all of Seller’s and the Retained Subsidiaries’ cash and cash equivalents on hand and in banks (except for such amounts, if any, as the parties may agree will be retained by the Purchased Subsidiaries and not constitute Purchased Subsidiary Pre-Closing Cash (the “Transferred Cash”)); (b) insurance policies relating to the Business and all claims, credits, causes of action or rights thereunder (except for Buyer’s rights under Section 5.05); (c) all Intellectual Property Rights (other than the Business Intellectual Property Rights), including the marks and names set forth in Section 2.03 of the Disclosure Schedule (the “Seller Trademarks and Tradenames”), and including all royalties and/or other license payments under any Portfolio Cross-License; (d) all books, records, files and papers, whether in hard copy or computer format, prepared in connection with this Agreement or the transactions contemplated hereby (other than confidentiality agreements with any Person relating to the Business, copies of which will be made available to Buyer at the Closing (it being understood that the portion of such copies not relating to the Business may be redacted)) and all minute books and corporate records of Seller and the Retained Subsidiaries; (e) the property and assets described in Section 2.03 of the Disclosure Schedule; (f) all rights of Seller or any of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated thereby; (g) all Purchased Assets sold or otherwise disposed of in the ordinary course of business during the period from the date hereof until the Closing Date in compliance with the terms hereof; and (h) all of Seller’s and the Retained Subsidiaries’ claims for and rights to receive Tax refunds relating to the Business arising on or prior to the Closing Date.

  • Title to Assets; No Encumbrances Each of the Loan Parties and its Subsidiaries has (a) good, sufficient and legal title to (in the case of fee interests in Real Property), (b) valid leasehold interests in (in the case of leasehold interests in real or personal property), and (c) good and marketable title to (in the case of all other personal property), all of their respective assets reflected in their most recent financial statements delivered pursuant to Section 5.1, in each case except for assets disposed of since the date of such financial statements to the extent permitted hereby. All of such assets are free and clear of Liens except for Permitted Liens.

  • Title to Assets; Real Property (a) The Target Company has good and valid (and, in the case of owned Real Property, good and marketable fee simple, or if the Real Property is located outside the United States of America, full and irrevocable) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”): (i) those items set forth in Section 3.10(a) of the Disclosure Schedules; (ii) liens for Taxes not yet due and payable; (iii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent, and which are not, individually or in the aggregate, material to the business of the Target Company; (iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Target Company; or (v) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Target Company. (b) Section 3.10(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by the Target Company, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to owned Real Property, the Target Company has delivered or made available to Holdings true, complete and correct copies of the deeds and other instruments (as recorded) by which the Target Company acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the Target Company and relating to the Real Property. With respect to leased Real Property, the Target Company has delivered or made available to Holdings true, complete and correct copies of any leases affecting the Real Property. The Target Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of the Target Company’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the Target Company. There are no Actions pending nor, to the Target Company’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.

  • Title to Tangible Assets The Company and its Subsidiaries have good title to their properties and assets and good title to all their leasehold estates, in each case subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than or resulting from taxes which have not yet become delinquent and minor liens and encumbrances which do not in any case materially detract from the value of the property subject thereto or materially impair the operations of the Company and its Subsidiaries and which have not arisen otherwise than in the ordinary course of business.

  • Title to Assets; Encumbrances Seller owns good and transferable title to all of the Assets free and clear of any Encumbrances. Seller warrants to Buyer that, at the time of Closing, all Assets shall be free and clear of all encumbrances.