Other Fixed Assets Sample Clauses
The 'other fixed assets' clause defines and governs the treatment of tangible, long-term assets that do not fall under more specific categories like property, plant, or equipment. This clause typically outlines what qualifies as an 'other fixed asset,' such as office furniture, vehicles, or specialized machinery, and may specify how these assets are recorded, valued, or transferred in a transaction. Its core function is to ensure clarity and consistency in the classification and management of miscellaneous fixed assets, preventing disputes or confusion over asset categorization and accounting.
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Other Fixed Assets. All fixed assets (Anlagevermögen) reflected in the Consolidated Financial Statements or acquired since the Effective Date by the Companies or by NewCo or by Seller (in respect of the NewCo Business) are Iegally or beneficially owned (e.g. financial leases) or lawfully possessed by the Companies or by NewCo or by Seller unless sold or otherwise disposed of since the Effective Date in the ordinary course of business. Except as set out in Schedule 11.7 such fixed assets are not charged or otherwise encumbered with third party rights. Exempted from the two foregoing sentences are transfers for security purposes (Sicherungsübereignungen), retention of title rights (Eigentumsvorbehalte) or statutory or contractual liens securing liabilities, in each case as incurred in the ordinary course of business by Seller (in respect of the NewCo Business), NewCo or that Company in the balance sheet of which such fixed assets are to be shown.
Other Fixed Assets. All furniture, fixtures, computer equipment and other tangible assets of the Seller relating to the PPSA Business and identified on Schedule 1.1(e), unless, at least five business days prior to the Closing, the Purchaser notifies the Seller in writing that such other tangible assets are Excluded Assets (the tangible assets referred to in this Section 1.1(e), other than any tangible assets that the Purchaser determines are Excluded Assets, being referred to in this Agreement as the “Transferred Fixed Assets”).
Other Fixed Assets. All office furniture, fixtures and other fixed assets;
Other Fixed Assets. Those other fixed assets that are listed on Schedule 1.1 attached hereto.
Other Fixed Assets. 7.5.1 All fixed assets (Anlagevermögen) used in the Era Business, whether or not reflected in the 2004 Financial Statements or the June 2005 Financial Statements, are legally and beneficially owned and lawfully possessed by the Target Companies unless sold since July 1, 2005 in the ordinary course of business. Such fixed assets are not charged or otherwise encumbered with third party rights. Exempted from the two foregoing sentences are transfers for security purposes (Sicherungsübereignungen), retention of title rights (Eigentumsvorbehalte) or statutory liens (gesetzliche Pfandrechte) securing liabilities incurred in the ordinary course of business by that Target Company in the balance sheet of which such fixed assets are to be shown. Annex 7.5.1 completely and correctly lists all fixed assets legally and beneficially owned and lawfully possessed by the Target Companies as of July 1, 2005. The fixed assets of the Target Companies at Closing are sufficient to operate the Era Business in the ordinary course of business consistent with past practice.
7.5.2 The fixed assets described in Section 7.5.1 are, to the Seller's Best Knowledge, in useable condition for the purposes of operating and carrying on the business of the Target Companies to the extent and in the manner as heretofore operated. With respect to such fixed assets, all routine maintenance has been timely performed.
Other Fixed Assets. Select 5 or 30% of the other assets identified on the fixed asset schedule, whichever is less and verify the following:
a. The assigned useful life and dollar value used in calculating current year depreciation are consistent with prior years. If the assigned useful life or dollar value is different from the prior year, recalculate the depreciation amount using the prior year information and prepare a proposed cost adjustment to remove the variance from the cost report using Schedule C.
b. Verify the provider used the straight-line method in calculating depreciation. If the provider used a method for calculating depreciation expense other than straight line, recalculate the depreciation amount using a straight-line depreciation methodology and prepare a proposed cost adjustment to remove the variance from the cost report. Proposed cost adjustment amount should be documented using Schedule C.
c. In conjunction with the agreed-upon procedures related to disbursements, verify that neither the depreciation expense nor the entire cost of the fixed asset was included within other cost report exhibits. If the cost of the fixed asset or the depreciation expense is included on another cost report exhibit, prepare a proposed cost adjustment to remove the amount from the other exhibit(s) using Schedule C.
d. Trace the fixed asset to its physical location to assure the asset exists. If the fixed asset cannot be located, prepare a cost adjustment to remove the amount of depreciation included in the cost report using Schedule C.
Other Fixed Assets. Other fixed assets include leasehold improvements, furniture, computer equipment, software and other assets. A large portion of these items are significantly depreciated and may not result in significant liquidation value, particularly since the potential universe of buyers for these assets is narrow and is primarily comprised of competing companies.
Other Fixed Assets. All furniture, fixtures, computer equipment and other tangible assets of the Seller not otherwise referred to in this Section 1.2 or identified on Schedule 1.1(h).