Other Assets and Liabilities Sample Clauses

The "Other Assets and Liabilities" clause defines how assets and liabilities not specifically listed elsewhere in the agreement are to be treated. It typically clarifies whether such items are included or excluded from a transaction, such as a business sale, and may outline procedures for identifying or valuing these items. This clause ensures that both parties have a clear understanding of the disposition of miscellaneous or unexpected assets and liabilities, thereby preventing disputes and ensuring comprehensive coverage of all financial elements involved in the agreement.
Other Assets and Liabilities a. The Parties represent that they have no assets other than those reflected on their respective Rule 401 Financial Statements, all of which have been addressed in this Agreement. b. The Parties represent that neither is aware of any liabilities, individually or jointly held, other than those reflected on their respective Rule 401 Financial Statements, all of which have been addressed in this Agreement.
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Other Assets and Liabilities. Notwithstanding the provisions of Clause 2.1 up to and including 2.6, the Transferor hereby transfers and delivers the legal title of all other existing assets, business assets, liabilities and/or contracts of the Transferor, if any, to AMT BV and AMT BV hereby acquire and accept from the Transferor all such other assets, including but not limited to cash, business assets, liabilities and/or contracts.
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Other Assets and Liabilities. Brazos has no material assets other than the Properties and Facilities owned and to be acquired pursuant to the Lease Documents and the commitments of its limited partners to make capital contributions to Brazos, has no material liabilities other than pursuant to the Lease Documents and the Credit Documents, and has incurred no Indebtedness other than pursuant to the Credit Documents.
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Other Assets and Liabilities. Except for the Inspire Assets, Inspire has no material assets or properties. Except for the Actions set forth on Schedule 5.1.12, the Assumed Liabilities, the Product Liabilities and any Excluded Taxes not yet due and payable, Inspire has no Liabilities accrued or otherwise payable as of the Closing Date.
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Other Assets and Liabilities. Any assets and liabilities which directly relate to and are divisible with the relevant land or forestry assets in a Parcel should be included in that Parcel and taken into account in determining its value. Other assets and liabilities of MFG or its subsidiaries should not be included in any Parcel and should be valued by the Independent Valuers in accordance with clause 12.1(b) and shall instead remain respectively an asset and liability of MFG or its relevant subsidiary, and the net value of deficit of the Other Assets and Liabilities shall be taken into account in determining the amount of any Cash Boot, the aim of this provision being to ensure that there is no material distinction between the value an MFG shareholder would receive if the provisions of clause 3.4.(Sale Notice) and clause 3.5 (Valuation of a Sale Interest) applied as opposed to the Partition Plan
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Other Assets and Liabilities. The net amount of any other such assets or liabilities, including (i) any assets or liabilities related to any discontinued operations of Target or not otherwise related to either Business or otherwise described in clause (c) of this Section, which may include environmental, retiree medical, or similar liabilities and (ii) investment banking and merger and acquisition advisory fees incurred by or on behalf of PGI or DTA in connection with the Target Acquisition, shall increase the purchase price of the Apparel Fabric Business by 50.0% of the total of such amounts and shall increase the purchase price of the Nonwovens Business by 50.0% of the total of such amount; provided, if such adjustment is not practicable because of the nature of the assets or liabilities, such assets or liabilities shall be acquired by, assumed by or borne by, respectively, each Business in the respective percentage.
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Other Assets and Liabilities. All other assets and liabilities that remain after Closing and are reflected on the Financial Statements shall be distributed to Tower Tech and shall become the sole property and obligation of Tower Tech. All financial records of the Joint Venture of any kind are specifically included as assets hereunder and shall be distributed to Tower Tech.
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Other Assets and Liabilities. In addition to the matters described above, NewCo would receive assets from B&N and assume liabilities of B&N primarily related to B&N’s digital device, digital content, eCommerce and college bookstore businesses, including, without limitation: · Digital device manufacturing and development work and rights; · App software development work and rights; · Intellectual property associated solely with the digital device, digital content and college bookstore businesses (including related patents, the Nook trademark, copyrights and licenses for digital content and a license for use of (but not ownership of) the B▇▇▇▇▇ & N▇▇▇▇ name and trademark, but only including certain urls, such as b▇▇▇.▇▇▇, n▇▇▇.▇▇▇ and n▇▇▇▇▇▇▇▇.▇▇▇); · Customer data originating in B&N’s digital device and college bookstore businesses and rights to maintain digital lockers for digital customers, in each case, subject to applicable restrictions under privacy policies and applicable law and regulation; · Rights to sell digital content; · Litigation and claims arising out of or relating to the businesses, assets and liabilities to be transferred to NewCo;
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Related to Other Assets and Liabilities

  • Assets and Liabilities At the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of Acquisition Corp. and the Company (collectively, the “Constituent Corporations”); and all the rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to any of the Constituent Corporations on whatever account, as well as all other things in action or belonging to each of the Constituent Corporations, shall be vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively the property of the Surviving Corporation as they were of the several and respective Constituent Corporations, and the title to any real estate vested by deed or otherwise in either of such Constituent Corporations shall not revert or be in any way impaired by the Merger; but all rights of creditors and all liens upon any property of any of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Corporations shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.

  • Excluded Assets and Liabilities (a) Notwithstanding Section 1.2 above, the Purchased Assets shall not include the following assets (collectively, the “Excluded Assets”): (i) all unrestricted cash of Seller as of Closing; (ii) all accounts receivable of Seller for completed work as of Closing; (iii) Contracts, including Intellectual Property Agreements, that are not Assigned Contracts (the “Excluded Contracts”); (iv) all employee benefit plans and assets and liabilities attributable thereto; (v) the assets, properties and rights specifically excluded by Buyer as permitted by this Agreement; and (vi) the rights which accrue or will accrue to Seller under this Agreement and the Ancillary Documents. (b) Notwithstanding any provisions of this Agreement to the contrary, Buyer shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Seller or any of its Affiliates of any kind or nature whatsoever (the “Excluded Liabilities”) except liabilities relating solely to the conduct of the Business by Buyer after the Closing under the Assigned Contracts (the “Assumed Liabilities”). Seller shall, and shall cause each of its Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy, including (without limitation) all Pre-Closing Tax Period Liabilities. (c) After the Closing, Seller shall continue to discharge in a timely manner all of Seller’s Liabilities and obligations including, but not limited to, Liabilities and obligations disclosed in or pursuant to this Agreement.

  • Transfer of Assets and Liabilities On the Effective Date, the rights, privileges, powers and franchises, both of a public as well as of a private nature, of each of the Constituent Corporations shall be vested in and possessed by the Surviving Corporation, subject to all of the disabilities, duties and restrictions of or upon each of the Constituent Corporations; and all and singular rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, of each of the Constituent Corporations, and all debts due to each of the Constituent Corporations on whatever account, and all things in action or belonging to each of the Constituent Corporations shall be transferred to and vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest, shall be thereafter the property of the Surviving Corporation as they were of the Constituent Corporations, and the title to any real estate vested by deed or otherwise in either of the Constituent Corporations shall not revert or be in any way impaired by reason of the Merger; provided, however, that the liabilities of the Constituent Corporations and of their shareholders, directors and officers shall not be affected and all rights of creditors and all liens upon any property of either of the Constituent Corporations shall be preserved unimpaired, and any claim existing or action or proceeding pending by or against either of the Constituent Corporations may be prosecuted to judgment as if the Merger had not taken place except as they may be modified with the consent of such creditors and all debts, liabilities and duties of or upon each of the Constituent Corporations shall attach to the Surviving Corporation, and may be enforced against it to the same extent as if such debts, liabilities and duties had been incurred or contracted by it.

  • Assets and Liabilities of Series All consideration received by the Trust for the issue or sale of Shares of a particular Series, together with all assets in which such consideration is invested or reinvested, all income, earnings, profits, and proceeds thereof (including any proceeds derived from the sale, exchange or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds in whatever form the same may be), shall be held and accounted for separately from the assets of every other Series and are referred to as "assets belonging to" that Series. The assets belonging to a Series shall belong only to that Series for all purposes, and to no other Series, subject only to the rights of creditors of that Series. Any assets, income, earnings, profits, and proceeds thereof, funds, or payments which are not readily identifiable as belonging to any particular Series shall be allocated by the Trustees between and among one or more Series as the Trustees deem fair and equitable. Each such allocation shall be conclusive and binding upon the Shareholders of all Series for all purposes, and such assets, earnings, income, profits or funds, or payments and proceeds thereof shall be referred to as assets belonging to that Series. The assets belonging to a Series shall be so recorded upon the books of the Trust, and shall be held by the Trustees in trust for the benefit of the Shareholders of that Series. The assets belonging to a Series shall be charged with the liabilities of that Series and all expenses, costs, charges and reserves attributable to that Series, except that liabilities and expenses allocated solely to a particular Class shall be borne by that Class. Any general liabilities, expenses, costs, charges or reserves of the Trust which are not readily identifiable as belonging to any particular Series or Class shall be allocated and charged by the Trustees between or among any one or more of the Series or Classes in such manner as the Trustees deem fair and equitable. Each such allocation shall be conclusive and binding upon the Shareholders of all Series or Classes for all purposes. Without limiting the foregoing, but subject to the right of the Trustees to allocate general liabilities, expenses, costs, charges or reserves as herein provided, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series shall be enforceable against the assets of such Series only, and not against the assets of any other Series. Notice of this contractual limitation on liabilities among Series may, in the Trustees' discretion, be set forth in the certificate of trust of the Trust (whether originally or by amendment) as filed or to be filed in the Office of the Secretary of State of the State of Delaware pursuant to the Delaware Act, and upon the giving of such notice in the certificate of trust, the statutory provisions of Section 3804 of the Delaware Act relating to limitations on liabilities among Series (and the statutory effect under Section 3804 of setting forth such notice in the certificate of trust) shall become applicable to the Trust and each Series. Any person extending credit to, contracting with or having any claim against any Series may look only to the assets of that Series to satisfy or enforce any debt, with respect to that Series. No Shareholder or former Shareholder of any Series shall have a claim on or any right to any assets allocated or belonging to any other Series.

  • Taxes and Liabilities The Company shall pay when due all material taxes, assessments and other liabilities except as contested in good faith and by appropriate proceedings and for which adequate reserves in conformity with GAAP have been established.