Common use of Excluded Assets Clause in Contracts

Excluded Assets. Pursuant to this Agreement, Buyer is not acquiring, and the Sellers shall retain, the following assets, rights and properties (collectively, the “Excluded Assets”) and, as such, they are not included in the Purchased Assets:

Appears in 4 contracts

Samples: Asset Purchase Agreement (NexCen Brands, Inc.), Asset Purchase Agreement (MRS Fields Famous Brands LLC), Asset Purchase Agreement (MRS Fields Famous Brands LLC)

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Excluded Assets. Pursuant Notwithstanding the foregoing nor any Schedule to this Agreement, the Seller is not selling and the Buyer is not acquiringpurchasing, pursuant to this Agreement, and the Sellers term "Acquired Assets" shall retainnot include, any of the following assets, rights and properties assets (collectively, the "Excluded Assets”) and, as such, they are not included in the Purchased Assets:"):

Appears in 3 contracts

Samples: Asset Purchase Agreement (Footstar Inc), Asset Purchase Agreement (Footstar Inc), Asset Purchase Agreement (Baker J Inc)

Excluded Assets. Pursuant Notwithstanding anything contained in this Agreement to this Agreementthe contrary, Buyer Purchaser and Seller acknowledge and agree that Purchaser is not acquiring, buying and the Sellers shall retain, Seller is not selling the following assets, rights and properties assets (collectively, the "Excluded Assets”) and, as such, they are not included in the Purchased Assets:"):

Appears in 3 contracts

Samples: Asset Purchase Agreement (Modern Technology Corp), Asset Purchase Agreement (Ipvoice Communications Inc), Asset Purchase Agreement (Ipvoice Communications Inc)

Excluded Assets. Pursuant to Notwithstanding any other provision of this Agreement, Buyer is the Seller shall retain and shall not acquiring, and the Sellers shall retain, transfer to Purchaser the following assets, rights and properties assets (collectively, the “Excluded Assets”) and, as such, they are not included in the Purchased Assets:):

Appears in 3 contracts

Samples: Asset Purchase Agreement (Reliability Inc), Asset Purchase Agreement (Visualant Inc), Asset Purchase Agreement (Visualant Inc)

Excluded Assets. Pursuant Notwithstanding any provision in the Transaction Documents to this Agreementthe contrary, the Buyer is not acquiring, and the Sellers shall retain, agrees that none of the following assets, properties, rights and properties or interests of the Seller (collectively, the “Excluded Assets”) and, as such, they are not included in the Purchased shall be Acquired Assets:

Appears in 3 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Tullys Coffee Corp), Asset Purchase Agreement (Green Mountain Coffee Roasters Inc)

Excluded Assets. Pursuant to Notwithstanding the provisions of Section 2.1 or any other provision of this Agreement, Buyer is the Acquired Assets do not acquiringinclude, and the Sellers shall retain, not transfer to Purchaser any of the following assets, rights properties, rights, interests, benefits and properties privileges (collectively, the “Excluded Assets”) and, as such, they are not included in the Purchased Assets:):

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement

Excluded Assets. Pursuant Notwithstanding anything contained in this Agreement to this Agreement, Buyer is not acquiring, and the Sellers shall retaincontrary, the following assetsrights, rights properties and properties assets (collectively, the “Excluded Assets”) and, as such, they are of the Sellers will not be included in the Purchased Acquired Assets:

Appears in 2 contracts

Samples: Asset Purchase Agreement (U S Energy Systems Inc), Asset Purchase Agreement (Silver Point Capital L.P.)

Excluded Assets. Pursuant Notwithstanding anything to the contrary contained in Section 2.1 or elsewhere in this Agreement, Buyer is not acquiring, and the following assets of the Sellers shall retain, the following assets, rights and properties (collectively, the “Excluded Assets”) and, as such, they are not included in excluded from the Purchased Assets, and are to be retained by the Sellers as of the Closing:

Appears in 2 contracts

Samples: Noncompetition Agreement (Ezcorp Inc), Asset Purchase Agreement (Cash America International Inc)

Excluded Assets. Pursuant Notwithstanding the foregoing, the Seller is not selling and the Buyer is not purchasing, pursuant to this Agreement, Buyer is not acquiring, and the Sellers term "Acquired Assets" shall retainnot include, any of the following assets, rights and properties assets (collectively, the "Excluded Assets”) and, as such, they are not included in the Purchased Assets:"):

Appears in 2 contracts

Samples: Asset Purchase Agreement (Gti Corp), Asset Purchase Agreement (Videoserver Inc)

Excluded Assets. Pursuant Notwithstanding anything contained in this Agreement to this Agreement, Buyer is not acquiring, and the Sellers shall retaincontrary, the following assets, properties and rights and properties of Seller relating to the Product (collectively, the “Excluded Assets”) and, as such, they are shall be excluded from and shall not included in constitute any part of the Purchased Acquired Assets:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Igi Laboratories, Inc), Asset Purchase Agreement (Igi Laboratories, Inc)

Excluded Assets. Pursuant to this Agreement, Buyer is not acquiring, and the Sellers shall retain, the following retain all assets, rights and properties not used or intended for use in the Business (collectivelyexcept that, for the “Excluded Assets”avoidance of doubt, no asset, right or property set forth in clause (i) through (ix) of the definition of Purchased Assets shall be retained by the Sellers), and, as such, they are not included in the Purchased Assets (collectively, the “Excluded Assets”), including, without limitation:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Iconix Brand Group, Inc.), Asset Purchase Agreement (NexCen Brands, Inc.)

Excluded Assets. Pursuant Notwithstanding anything contained herein to this Agreementthe contrary, Buyer is shall not acquiring, acquire or assume and the Sellers Acquired Assets shall retain, not include the following assets, properties and rights and properties (collectively, the “Excluded Assets”) and, as such, they are not included in the Purchased Assets:):

Appears in 2 contracts

Samples: Asset Purchase Agreement (Excel Corp), Asset Purchase Agreement (Calpian, Inc.)

Excluded Assets. Pursuant to this Agreement, Buyer is not acquiring, and Seller shall retain after the Sellers shall retainClosing, the following assets, rights rights, and properties not specifically included in the Acquired Assets (collectively, the “Excluded Assets”) and). Without limiting the generality of the foregoing, as suchand notwithstanding anything to the contrary contained in Section 1.1 or elsewhere in this Agreement, they are not included in the Purchased AssetsExcluded Assets shall include:

Appears in 2 contracts

Samples: Asset Purchase Agreement (General Cannabis Corp), Asset Purchase Agreement (Advanced Cannabis Solutions, Inc.)

Excluded Assets. Pursuant to Notwithstanding any contrary provision in this Agreement, Seller will retain and not transfer, Buyer is will not acquiringpurchase or acquire, and the Sellers shall retainPurchased Assets will not include, the following assets, rights and properties whether or not related to, used, useful or held for use in connection with the Business (collectively, the “Excluded Assets”) and, as such, they are not included in the Purchased Assets:):

Appears in 2 contracts

Samples: Asset Purchase Agreement (Seneca Foods Corp), Asset Purchase Agreement (Paradise Inc)

Excluded Assets. Pursuant Notwithstanding the foregoing or any other provision of this Agreement to this Agreementthe contrary, Buyer is Seller will retain and not acquiringtransfer, and the Sellers shall retainPurchaser will not purchase or acquire, the following assets, rights and properties (collectively, the "Excluded Assets”) and, as such, they are not included in the Purchased Assets:"):

Appears in 2 contracts

Samples: Asset Purchase Agreement (Andrea Electronics Corp), Asset Purchase Agreement (Delta Apparel Inc)

Excluded Assets. Pursuant Notwithstanding any provision in this Acquisition Agreement or any other writing to this Agreement, Buyer is not acquiring, and the Sellers shall retaincontrary, the following assets, rights properties, rights, licenses and properties businesses owned by the Sellers (collectively, the “Excluded Assets”) and, as such, they are not included in shall be retained by the Sellers and shall be excluded from the Purchased Assets:

Appears in 2 contracts

Samples: Acquisition Agreement, Acquisition Agreement (Richardson Electronics LTD/De)

Excluded Assets. Pursuant to The following assets of Seller are not purchased or sold under this Agreement, Buyer is not acquiring, and the Sellers shall retain, the following assets, rights and properties Agreement (collectively, the “Excluded Assets”) and, as such, they and are not included in the considered Purchased Assets:

Appears in 2 contracts

Samples: Asset Purchase Agreement, Escrow Agreement (Devcon International Corp)

Excluded Assets. Pursuant to Notwithstanding any other provision of this Agreement, Buyer is not acquiringthe Sellers shall, at the Closing, retain, and the Sellers Purchaser shall retainnot acquire, any right, title or interest in the following assets, properties, rights and properties interests of the Sellers (collectively, the “Excluded Assets”) and, as such, they are not included in the Purchased Assets:):

Appears in 2 contracts

Samples: Asset Purchase Agreement (Crumbs Bake Shop, Inc.), Asset Purchase Agreement (GMX Resources Inc)

Excluded Assets. Pursuant Notwithstanding anything in this Agreement to this Agreement, Buyer is not acquiring, and the Sellers shall retaincontrary, the following assets, rights assets shall not be purchased by Buyer and properties shall be retained by Seller (collectively, the "Excluded Assets”) and, as such, they are not included in the Purchased Assets:"):

Appears in 2 contracts

Samples: Asset Purchase Agreement (Navarre Corp /Mn/), Asset Purchase Agreement (Navarre Corp /Mn/)

Excluded Assets. Pursuant Purchaser shall not acquire pursuant to this Agreement, Buyer is the Purchased Assets shall not acquiring, include and the Sellers shall retain, retain the following assets, rights and properties (collectively, the “Excluded Assets”) and, as such, they are not included in the Purchased Assets:):

Appears in 2 contracts

Samples: Asset Purchase and Sale Agreement (Abm Industries Inc /De/), Sale Agreement (Abm Industries Inc /De/)

Excluded Assets. Pursuant Notwithstanding any provision in the Transaction Documents to this Agreementthe contrary, Buyer is not acquiring, and the Sellers shall retain, agrees that none of the following assets, properties, rights and properties or interests of the Company (collectively, the “Excluded Assets”) and, as such, they are not included in the shall be Purchased Assets:

Appears in 1 contract

Samples: Business Purchase Agreement (Sifco Industries Inc)

Excluded Assets. Pursuant to this Agreement, Buyer is All assets of the Seller not acquiring, and the Sellers shall retain, the following assets, rights and properties (collectively, the “Excluded Assets”) and, as such, they are not specifically included in the Purchased Assets (the "Excluded Assets:") shall not be acquired by Buyer pursuant to this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Worldtradeshow Com Inc)

Excluded Assets. Pursuant Notwithstanding any provision of this Agreement to this Agreementthe contrary, Buyer is shall not acquiringacquire, and the Sellers Acquired Assets shall retainnot include, the following assets, rights and properties (collectively, the “Excluded Assets”) and, as such, they are not included in the Purchased Assets:):

Appears in 1 contract

Samples: Asset Purchase Agreement (Cytori Therapeutics, Inc.)

Excluded Assets. Pursuant The parties to this AgreementAgreement expressly understand and agree that the Assets shall not include, Buyer and Seller is not acquiringunder this Agreement selling, and the Sellers shall retainassigning, transferring or conveying to Purchaser, the following assets, rights and properties assets (collectively, the “Excluded Assets”) and, as such, they are not included in the Purchased Assets:"EXCLUDED ASSETS"):

Appears in 1 contract

Samples: Asset Purchase Agreement (Health Management Systems Inc)

Excluded Assets. Pursuant to Except as otherwise provided in this Agreement or as may be required by this Agreement, Buyer is not acquiring, and the Sellers shall retain, the following assets, rights assets and properties (collectively, the “Excluded Assets”) and, as such, they property of Sellers are not included in the Purchased sale to Purchaser and shall constitute “Excluded Assets:

Appears in 1 contract

Samples: Asset Purchase Agreement (Lazydays Holdings, Inc.)

Excluded Assets. Pursuant Notwithstanding anything in this Agreement to this Agreement, Buyer is not acquiring, and the Sellers shall retaincontrary, the following assets, rights assets and properties (collectively, the “Excluded Assets”) and, as such, they of Seller are not included in the Purchased Assets and are not being purchased by Purchaser pursuant to this Agreement (the "Excluded Assets:"):

Appears in 1 contract

Samples: Asset Purchase Agreement (Vinebrook Homes Trust, Inc.)

Excluded Assets. Pursuant Notwithstanding anything to the contrary in this Agreement, the Buyer is shall not acquiring, and acquire or (in the Sellers shall case of Section 2.2(a) below) be entitled to retain, any of the following assets, rights assets and properties (collectively, the “Excluded Assets”) and, as such, they are not included in the Purchased Assets:):

Appears in 1 contract

Samples: Asset Purchase Agreement (Boxlight Corp)

Excluded Assets. Pursuant Notwithstanding anything contained in the --------------- Agreement to this Agreementthe contrary, Buyer is will not acquiringpurchase, and the Sellers shall retainSeller will not sell, any of the following assets, rights and properties assets (collectively, the "Excluded Assets”) and, as such, they are not included in the Purchased Assets:"):

Appears in 1 contract

Samples: Asset Sale and Purchase Agreement (Apa Optics Inc /Mn/)

Excluded Assets. Pursuant to this Agreement, no Buyer is not acquiring, and the Sellers Seller shall retain, the following assets, rights and properties (collectively, the “Excluded Assets”) and, as such, they are not included in the Purchased Acquired Assets:

Appears in 1 contract

Samples: Asset Purchase Agreement (XCel Brands, Inc.)

Excluded Assets. Pursuant to (a) Notwithstanding any other provision of this Agreement, Buyer is not acquiringSeller shall retain, and the Sellers Acquired Assets shall retainnot include, the following assets, rights and properties assets (collectively, the "Excluded Assets”) and, as such, they are not included in the Purchased Assets:"):

Appears in 1 contract

Samples: Asset Purchase Agreement (Dingley Press, Inc.)

Excluded Assets. Pursuant to this Agreement, Buyer is not acquiring, and the The following assets of Sellers shall retain, the following assets, rights and properties (collectively, the “Excluded Assets”) and, as such, they are not --------------- included in the Purchased Assets and no rights in connection with such assets are to be transferred pursuant to this Agreement ("Excluded Assets:"):

Appears in 1 contract

Samples: Asset Purchase Agreement (Endo Pharmaceuticals Holdings Inc)

Excluded Assets. Pursuant Notwithstanding the foregoing, the Seller is not selling and the Buyer is not purchasing pursuant to this Agreement, Buyer is not acquiring, and the Sellers term "Acquired Assets" shall retainnot include, any of the following assets, rights and properties assets (collectively, the "Excluded Assets”) and, as such, they are not included in the Purchased Assets:"):

Appears in 1 contract

Samples: Asset Purchase Agreement (Raytheon Co/)

Excluded Assets. Pursuant to Notwithstanding any other provision of this Agreement, Buyer is the Acquired Assets shall not acquiring, and the Sellers shall retain, include any of the following assets, rights assets and properties of Seller (collectively, the "Excluded Assets”) and"), as suchwhich assets shall not be transferred, they are not included in the Purchased Assetsconveyed, set over, delivered or assigned to Purchaser:

Appears in 1 contract

Samples: Asset Purchase Agreement (Protein Polymer Technologies Inc)

Excluded Assets. Pursuant Notwithstanding the foregoing, the Sellers shall not sell and the Buyer shall not purchase, pursuant to this Agreement, Buyer is not acquiring, and the Sellers term “Acquired Assets” shall retainnot include, the following assets, rights and properties assets (collectively, the “Excluded Assets”) and, as such, they are not included in the Purchased Assets:):

Appears in 1 contract

Samples: Asset Purchase Agreement (Bos Better Online Solutions LTD)

Excluded Assets. Pursuant Notwithstanding the foregoing the Seller is not selling and the Buyer is not purchasing pursuant to this Agreement, Buyer is not acquiring, and the Sellers term "Acquired Assets" shall retainnot include, any of the following assets, rights and properties assets (collectively, the "Excluded Assets”) and, as such, they are not included in the Purchased Assets:"):

Appears in 1 contract

Samples: Asset Purchase Agreement (Medical Technology Systems Inc /De/)

Excluded Assets. Pursuant to Notwithstanding any other provision of this Agreement, Buyer is not acquiring, and the Sellers shall retain, retain and the Acquired Assets shall not include the following assets, rights and properties assets (collectively, the “Excluded Assets”) and, as such, they are not included in the Purchased Assets:“):

Appears in 1 contract

Samples: Asset Purchase Agreement (Remy International, Inc.)

Excluded Assets. Pursuant Notwithstanding Section 2.2(a), Buyer shall not acquire from Seller pursuant to this Agreement, Buyer is not acquiring, and the Sellers shall retain, Agreement any of the following assetsassets of Seller (or its Affiliates, rights and properties as applicable) (collectively, the “Excluded Assets”) and, as such, they are not included in the Purchased Assets:):

Appears in 1 contract

Samples: Asset Purchase Agreement (Cortex Pharmaceuticals Inc/De/)

Excluded Assets. Pursuant Notwithstanding the foregoing, the Seller is not selling and the Purchaser is not purchasing pursuant to this AgreementAgreement any assets of Seller other than the Acquisition Assets, Buyer is not acquiring, and all of which shall be retained by the Sellers shall retain, the following assets, rights and properties Seller (collectively, the “Excluded Assets”) and, as such, they are not included in the Purchased Assets:).

Appears in 1 contract

Samples: Asset Purchase Agreement (Renegy Holdings, Inc.)

Excluded Assets. Pursuant Notwithstanding any provision of this Agreement express or implied to this Agreementthe contrary, Buyer is will not acquiring, acquire and the Sellers shall retain, Purchased Assets will not include the following assets, rights properties and properties (collectively, the “Excluded Assets”) and, as such, they are not included in the Purchased Assetsrights:

Appears in 1 contract

Samples: Purchase Agreement (Scotts Miracle-Gro Co)

Excluded Assets. Pursuant Notwithstanding anything to the contrary in this Agreement, Buyer is not acquiring, and the following assets of Sellers shall retain, the following assets, rights be retained by Sellers and properties are not being sold or assigned to any Purchaser hereunder (collectively, the “Excluded Assets”) and, as such, they are not included in the Purchased Assets:):

Appears in 1 contract

Samples: Asset Purchase Agreement

Excluded Assets. Pursuant Notwithstanding any other provision of this Agreement to this Agreement, Buyer is not acquiring, and the Sellers shall retaincontrary, the Assets shall not include the following assets, rights and properties specific assets of Seller (collectively, the “Excluded Assets”) and, as such, they are which shall be retained by Seller and shall not included in the Purchased Assetsbe acquired by Purchaser under this Agreement:

Appears in 1 contract

Samples: Asset Purchase Agreement (Icop Digital, Inc)

Excluded Assets. Pursuant Notwithstanding anything to this Agreementthe contrary contained herein, Buyer is will not acquiringpurchase, and the Sellers shall Company will retain, the following assets, rights and properties assets (collectively, the "Excluded Assets”) and, as such, they are not included in the Purchased Assets:"):

Appears in 1 contract

Samples: Asset Purchase Agreement (Simtek Corp)

Excluded Assets. Pursuant Notwithstanding the foregoing, Sellers are not selling and Purchaser is not purchasing, pursuant to this Agreement, Buyer is not acquiring, and the Sellers term “Assets” shall retainnot include, any of the following assets, rights and properties assets (collectively, the “Excluded Assets”) and, as such, they are not included in the Purchased Assets:):

Appears in 1 contract

Samples: Asset Purchase Agreement (Cicero Inc)

Excluded Assets. Pursuant Notwithstanding anything contained in this Agreement to this Agreement, Buyer is not acquiring, and the Sellers shall retaincontrary, the following assets, rights and properties assets of Seller (collectively, the “Excluded Assets”) and, as such, they are excluded from the Purchased Assets and are not included in the Purchased Assetsbeing purchased and sold hereunder:

Appears in 1 contract

Samples: Asset Purchase Agreement (Smart Online Inc)

Excluded Assets. Pursuant Notwithstanding the above or anything in this Agreement to this Agreement, Buyer is not acquiring, and the Sellers shall retaincontrary, the following assets, rights assets owned by Seller are specifically excluded from this Agreement and properties (collectively, the “Excluded Assets”) and, as such, they are not included in the Purchased Assetswill be retained by Seller:

Appears in 1 contract

Samples: Agreement (Stratus Services Group Inc)

Excluded Assets. Pursuant Purchaser shall not acquire pursuant to this Agreement, Buyer is the Purchased Assets shall not acquiring, include and the Sellers shall retain, retain the following assets, rights and properties (collectively, the "Excluded Assets”) and, as such, they are not included in the Purchased Assets:"):

Appears in 1 contract

Samples: Sale Agreement (Abm Industries Inc /De/)

Excluded Assets. Pursuant Notwithstanding anything in this Agreement to this Agreementthe contrary, Buyer is not acquiring, and the Sellers shall retain, and the Purchaser shall not purchase, any of the following assets, rights and properties assets of the Sellers (collectively, the “Excluded Assets”) and, as such, they are not included in the Purchased Assets:):

Appears in 1 contract

Samples: Asset Purchase Agreement (Mediaco Holding Inc.)

Excluded Assets. Pursuant Notwithstanding anything to the contrary in this Agreement, Buyer is not acquiring, and the Sellers shall retain, the following assets, rights properties and properties assets (collectively, the "Excluded Assets") and, as such, they are not included in the Purchased Acquired Assets, and Sellers shall retain and not transfer to Buyer, and Buyer shall not purchase or acquire, such Excluded Assets:

Appears in 1 contract

Samples: Asset Purchase Agreement

Excluded Assets. Pursuant The Purchased Assets shall not include, and Buyer shall not be deemed to purchase or acquire pursuant to this Agreement, Buyer is not acquiring, and the Sellers shall retain, any of the following assets, rights and properties assets (collectively, the “Excluded Assets”) and, as such, they are not included in the Purchased Assets:):

Appears in 1 contract

Samples: Asset Purchase Agreement (Miller Industries Inc /Tn/)

Excluded Assets. Pursuant Notwithstanding the foregoing, the Seller is not selling and the Buyer is not purchasing, pursuant to this Agreement, Buyer is not acquiring, and the Sellers term “Acquired Assets” shall retainnot include, any of the following assets, rights and properties assets (collectively, the “Excluded Assets”) and, as such, they are not included in the Purchased Assets:):

Appears in 1 contract

Samples: Asset Purchase Agreement (CSP Inc /Ma/)

Excluded Assets. Pursuant Notwithstanding the foregoing the Seller is not selling and the Buyer is not purchasing pursuant to this Agreement, Buyer is not acquiring, and the Sellers term "Purchased Assets" shall retainnot include, any of the following assets, rights and properties assets (collectively, the "Excluded Assets”) and, as such, they are not included in the Purchased Assets:"):

Appears in 1 contract

Samples: Asset Purchase Agreement (Medical Technology Systems Inc /De/)

Excluded Assets. Pursuant Notwithstanding the foregoing or any other provision of this Agreement to this Agreementthe contrary, Buyer is Seller will retain and not acquiringtransfer, and the Sellers shall retainPurchaser will not purchase or acquire, the following assets, rights and properties (collectively, the “Excluded Assets”) and, as such, they are not included in the Purchased Assets:):

Appears in 1 contract

Samples: Business Sale Agreement (Hypercom Corp)

Excluded Assets. Pursuant to Notwithstanding any other provisions in this Agreement, Buyer is not acquiring, and the Sellers shall retain, and the Purchasers shall not acquire, any right, title and interest in and to the following assets, properties or rights and properties (collectively, the “Excluded Assets”) and, as such, they are not included in the Purchased Assets:);

Appears in 1 contract

Samples: Asset Purchase Agreement (Harte Hanks Inc)

Excluded Assets. Pursuant Notwithstanding anything contained in this Agreement to this Agreement, Buyer is not acquiring, and the Sellers shall retaincontrary, the following assets, rights assets and properties property (collectively, the "Excluded Assets") and, as such, they are shall not included in the Purchased Assetsbe acquired by Purchaser or sold by Seller:

Appears in 1 contract

Samples: Asset Purchase and Sale Agreement (Gargoyles Inc)

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Excluded Assets. Pursuant to Notwithstanding the provisions of Section 2.1.1, or any other article of this Agreement, the Assets shall not include, and Sellers are not selling, transferring, assigning, conveying or delivering to Buyer, and Buyer is not acquiringpurchasing, and the Sellers shall retainacquiring or accepting from Sellers, the following assets, rights and properties excluded assets (collectively, the "Excluded Assets”) and, as such, they are not included in the Purchased Assets:"):

Appears in 1 contract

Samples: Asset Sale and Purchase Agreement (Gse Systems Inc)

Excluded Assets. Pursuant Notwithstanding the foregoing, the Sellers are not selling and the Buyer is not purchasing pursuant to this Agreement, Buyer is not acquiring, and the Sellers term "Acquired Assets" shall retainnot include, any of the following assets, rights and properties assets (collectively, the "Excluded Assets”) and, as such, they are not included in the Purchased Assets:"):

Appears in 1 contract

Samples: Asset Purchase Agreement (DRS Technologies Inc)

Excluded Assets. Pursuant Notwithstanding anything to the contrary in this Agreement, Buyer is shall not acquiring, purchase and the Sellers shall retain, retain the following assets, rights properties and properties assets of the Sellers set forth in this Section 1.3 (collectively, all such assets not being acquired by Buyer being herein referred to as the "Excluded Assets”) and, as such, they are not included in the Purchased Assets:").

Appears in 1 contract

Samples: Asset Purchase Agreement (Ch2m Hill Companies LTD)

Excluded Assets. Pursuant to Notwithstanding any other provision of this Agreement, Buyer is the Acquired Assets shall not acquiring, and the Sellers shall retain, include any of the following assets, rights and properties assets of Seller (collectively, the “Excluded Assets”) and), as suchwhich assets shall not be transferred, they are not included in the Purchased Assetsconveyed, set over, delivered or assigned to Purchaser:

Appears in 1 contract

Samples: Asset Purchase Agreement (Orbimage Inc)

Excluded Assets. Pursuant Notwithstanding the foregoing, the Seller is not selling, and the Buyer is not purchasing pursuant to this Agreement, Buyer is not acquiringany of the following assets of the Seller (the "Excluded Assets"), and the Sellers term "Acquired Assets" shall retain, the following assets, rights and properties (collectively, the “Excluded Assets”) and, as such, they are not included in the Purchased Assetsinclude:

Appears in 1 contract

Samples: Asset Purchase Agreement (Wave Systems Corp)

Excluded Assets. Pursuant Notwithstanding any provision to the contrary contained in this Agreement, Buyer is not acquiringpurchasing, and shall not be deemed to have purchased (the Sellers shall retainitems below, the following assets, rights and properties (collectively, the “Excluded Assets”) and, as such, they are not included in the Purchased Assets:):

Appears in 1 contract

Samples: Asset Purchase Agreement (MAKO Surgical Corp.)

Excluded Assets. Pursuant Notwithstanding anything contained in this Agreement to this Agreementthe contrary, Buyer is Purchaser will not acquiringpurchase, and the Sellers shall retainSeller will not sell, any of the following assets, rights and properties assets (collectively, the "Excluded Assets”) and, as such, they are not included in the Purchased Assets:"):

Appears in 1 contract

Samples: Asset Purchase Agreement (Intercel Inc/De)

Excluded Assets. Pursuant Notwithstanding anything to the contrary set forth in this Agreement, Buyer is Purchaser shall not acquiringacquire, and the Sellers Seller shall retain, the following assets, properties and rights and properties owned or leased by Seller (collectively, the “Excluded Assets”) and, as such, they are not included in the Purchased Assets:):

Appears in 1 contract

Samples: Asset Purchase Agreement (Pandora Media, Inc.)

Excluded Assets. Pursuant Notwithstanding anything to the contrary in this Agreement, other than the Acquired Assets, Sellers and their Affiliates are not selling, and Buyer is not acquiringpurchasing, and the Sellers shall retain, the following any assets, properties, or rights of Sellers and properties their Affiliates (collectively, the “Excluded Assets”) and). Without limiting the generality of the foregoing, as suchand notwithstanding anything to the contrary in this Agreement, they are not included in the Purchased AssetsExcluded Assets shall include, and the Acquired Assets shall exclude, all of the following:

Appears in 1 contract

Samples: Asset Purchase Agreement (Kamada LTD)

Excluded Assets. Pursuant Notwithstanding anything to the contrary in Section 1.1 of this Agreement, Buyer is not acquiringSeller shall, and the Sellers shall retainhereby does, retain the following assetsrights, rights properties and properties (collectively, the “Excluded Assets”) and, as such, they are assets which shall not be included in the Purchased Assets (the "Excluded Assets:"):

Appears in 1 contract

Samples: Asset Purchase Agreement by And (Judge Group Inc)

Excluded Assets. Pursuant Notwithstanding anything to the contrary in this Agreement, the Assets do not include, and Buyer is not acquiringpurchasing or assuming any liability therefore, and any of the Sellers shall retain, the following assets, rights and properties assets identified below (collectively, the "Excluded Assets”) and"), as suchthe ownership of, they and the liability for, which are not included in the Purchased Assetsretained by Seller:

Appears in 1 contract

Samples: Asset Purchase Agreement (Digital River Inc /De)

Excluded Assets. Pursuant Notwithstanding anything in this Agreement to this Agreementthe contrary, Buyer is not acquiring, and the Sellers shall retain, each of the following assets, rights assets and properties of Seller (collectively, the “Excluded Assets”) and, as such, they are is not included in the Purchased AssetsProperty and is not being sold, assigned, transferred or conveyed to Purchaser pursuant to this Agreement:

Appears in 1 contract

Samples: Purchase and Sale Agreement (Forestar Group Inc.)

Excluded Assets. Pursuant Notwithstanding anything to the contrary set forth in this Agreement, the Seller is not selling and the Buyer is not purchasing pursuant to this Agreement, Buyer is not acquiring, and the Sellers term "Acquired Assets" shall retainnot include, any of the following assets, rights and properties assets (collectively, the "Excluded Assets”) and, as such, they are not included in the Purchased Assets:"):

Appears in 1 contract

Samples: Asset Purchase Agreement (SFX Entertainment Inc)

Excluded Assets. Pursuant to Notwithstanding any other provision of this Agreement, Buyer is not acquiring, and the Sellers shall retain, retain and the Purchased Assets shall not include the following assets, rights and properties assets (collectively, the “Excluded Assets”) and, as such, they are not included in the Purchased Assets:):

Appears in 1 contract

Samples: Asset Purchase Agreement (Bioprogress PLC)

Excluded Assets. Pursuant Notwithstanding any provision of this Agreement to this Agreementthe contrary, Buyer is Purchaser shall not acquiringacquire and there shall be excluded from the Acquired Assets, and each of the Sellers shall retain, the following assets, rights and properties assets set forth in Exhibit 2.2 (collectively, the “Excluded Assets”) and, as such, they are not included in the Purchased Assets:).

Appears in 1 contract

Samples: Purchase Agreement (Advanced Accessory Holdings Corp)

Excluded Assets. Pursuant Notwithstanding anything to the contrary in this Agreement, Buyer is the Acquired Assets do not acquiringinclude, and the Sellers Seller shall retain, the following assets, rights properties and properties assets of Seller (collectively, all such assets not being acquired by Buyer are referred to in this Agreement as the "Excluded Assets”) and, as such, they are not included in the Purchased Assets:"):

Appears in 1 contract

Samples: Asset Purchase Agreement (Uniroyal Technology Corp)

Excluded Assets. Pursuant to Notwithstanding Section 1 of this Agreement, Buyer Purchaser is not acquiring, and the Sellers shall retain, purchasing the following assetsassets of Seller, rights which assets shall remain the property of Seller and properties shall be excluded from the definition of Assets and from this Agreement (collectively, the “"Excluded Assets”) and, as such, they are not included in the Purchased Assets:"):

Appears in 1 contract

Samples: Asset Purchase Agreement (General Employment Enterprises Inc)

Excluded Assets. Pursuant to Notwithstanding anything else contained in this Agreement, the Buyer is Parties shall not acquiring, purchase and the Sellers Asset Seller shall retain, all assets of Asset Seller not included in Section 2.02(a), including the following assets, rights and properties assets of Asset Seller (collectively, the “Excluded Assets”) and, as such, they are not included in the Purchased Assets:):

Appears in 1 contract

Samples: Employment Agreement (Independence Realty Trust, Inc)

Excluded Assets. Pursuant Notwithstanding anything contained in this Agreement to this Agreement, Buyer is not acquiring, and the Sellers shall retaincontrary, the following assets, rights assets of Sellers are excluded from the Assets and properties (collectively, the “Excluded Assets”) and, as such, they are not included in the Purchased Assetsbeing purchased and sold hereunder:

Appears in 1 contract

Samples: Asset Purchase Agreement (RCM Technologies Inc)

Excluded Assets. Pursuant Notwithstanding anything in this Agreement to this Agreement, Buyer is not acquiring, and the Sellers shall retaincontrary, the following assets, rights assets and properties (collectively, the “Excluded Assets”) and, as such, they of Seller are not included in the Purchased Assets and are not being purchased by Purchaser pursuant to this Agreement (the “Excluded Assets:”):

Appears in 1 contract

Samples: Asset Purchase Agreement (Jernigan Capital, Inc.)

Excluded Assets. Pursuant to this Agreement, Buyer is not acquiring, and Notwithstanding the Sellers shall retainforegoing, the following assetsassets of the Sellers are retained by the Sellers, rights do not constitute Purchased Assets and properties are expressly excluded from the purchase and sale contemplated by this Agreement (collectively, the “Excluded Assets”) and, as such, they are not included in the Purchased Assets:):

Appears in 1 contract

Samples: Asset Purchase Agreement (Dolan Media CO)

Excluded Assets. Pursuant Notwithstanding the foregoing, the Seller is not selling to this Agreementthe Buyer, and the Buyer is not acquiring, pursuant to this Agreement, and the Sellers term "Acquired Assets" shall retainnot include, any of the following assets, rights and properties assets (collectively, the "Excluded Assets”) and, as such, they are not included in the Purchased Assets:"):

Appears in 1 contract

Samples: Asset Purchase Agreement (Ph Group Inc)

Excluded Assets. Pursuant to this Agreement, the Buyer is not acquiring, and the Sellers shall retain, the following retain all assets, rights and properties other than the Purchased Contracts (collectively, the “Excluded Assets”) and, as such, they are not included in the Purchased Assets:).

Appears in 1 contract

Samples: Asset Purchase Agreement (Iconix Brand Group, Inc.)

Excluded Assets. Pursuant Notwithstanding any provision in the Transaction Documents to this Agreementthe contrary, Buyer is not acquiring, and the Sellers shall retain, Buyers agree that none of the following assets, properties, rights and properties or interests of the Sellers (collectively, the "Excluded Assets") and, as such, they are not included in the Purchased shall be Acquired Assets:

Appears in 1 contract

Samples: Asset Purchase Agreement (Volt Information Sciences, Inc.)

Excluded Assets. Pursuant Anything in Section 2.1 or elsewhere in this Agreement to this Agreementthe contrary notwithstanding, Buyer is not acquiring, and the Sellers Seller shall retain, retain the following assets, rights and properties assets (collectively, the “Excluded Assets”) and), and Buyer shall in no way be construed as such, they are not included having agreed to purchase or acquire any interest whatsoever in the Purchased any such Excluded Assets:

Appears in 1 contract

Samples: Asset Purchase Agreement (Axsys Technologies Inc)

Excluded Assets. Pursuant Notwithstanding anything to the contrary set forth in this Agreement, Buyer is the Purchased Assets shall not acquiring, and the Sellers shall retain, include the following assets, properties and rights and properties of Seller (collectively, the “Excluded Assets”) and, as such, they are not included in the Purchased Assets:):

Appears in 1 contract

Samples: Asset Purchase Agreement (Altair International Corp.)

Excluded Assets. Pursuant Notwithstanding Section 2.1 hereof, the Seller is not selling and the Purchaser is not purchasing pursuant to this AgreementAgreement any of the following, Buyer is not acquiring, and all of which shall be retained by the Sellers shall retain, the following assets, rights and properties Seller (collectively, the “Excluded Assets”) and, as such, they are not included in the Purchased Assets:):

Appears in 1 contract

Samples: Asset Purchase Agreement (Hammonds Industries, Inc.)

Excluded Assets. Pursuant to Notwithstanding any other provision of this Agreement, Buyer is the Sellers shall, at the Closing, retain, the Purchaser shall not acquiringacquire, and the Sellers Purchased Assets shall retainnot include, any right, title or interest in the following assets, properties, rights and properties interests of the Sellers (collectively, the “Excluded Assets”) and, as such, they are not included in the Purchased Assets:):

Appears in 1 contract

Samples: Asset Purchase Agreement (AMERICAN EAGLE ENERGY Corp)

Excluded Assets. Pursuant to this Agreement, the Buyer is not acquiring, and the Sellers Seller shall retain, the following assets, rights and properties (collectively, the “Excluded Assets”) and, as such, they are not included in the Purchased Assets:

Appears in 1 contract

Samples: Asset Purchase Agreement (NexCen Brands, Inc.)

Excluded Assets. Pursuant Notwithstanding anything to the contrary contained in this Agreement, Buyer is not acquiring, and the Sellers shall retain, only the following assets, rights and properties assets (collectively, the "Excluded Assets") and, as such, they are shall be retained by Seller and shall not be included in the Purchased AssetsAcquired Assets sold, transferred, assigned, conveyed and delivered to Buyer:

Appears in 1 contract

Samples: Asset Purchase Agreement (Giant Motorsports Inc)

Excluded Assets. Pursuant Notwithstanding the foregoing, the Sellers are not selling and the Buyer is not purchasing, pursuant to this Agreement, Buyer is not acquiring, and the Sellers term “Acquired Assets” shall retainnot include, any of the following assets, assets or rights and properties of the Sellers (collectively, the “Excluded Assets”) and, as such, they are not included in the Purchased Assets:):

Appears in 1 contract

Samples: Asset Purchase Agreement (Eden Bioscience Corp)

Excluded Assets. Pursuant Notwithstanding Section 1.1 hereof, the Sellers are not selling and the Buyer is not purchasing, pursuant to this Agreement, Buyer is not acquiring, and the Sellers shall retain, any of the following assets, rights and properties (collectively, the "Excluded Assets”) and"), as such, they are not included in all of which shall be retained by the Purchased AssetsSellers:

Appears in 1 contract

Samples: Asset Purchase Agreement (California Amplifier Inc)

Excluded Assets. Pursuant to this Agreement, Buyer is The Purchased Assets do not acquiringinclude, and the Sellers shall retainhereby reserve and exclude from the transactions contemplated by this Agreement, all other property and assets of the Sellers, tangible or intangible, real or personal, including for greater certainty the following assets, rights and properties assets (collectively, the “Excluded Assets”) and, as such, they are not included in the Purchased Assets:):

Appears in 1 contract

Samples: Asset Purchase Agreement

Excluded Assets. Pursuant Notwithstanding anything to the contrary in this Agreement, Buyer is the Assets shall not acquiringinclude, and the Sellers Buyers shall retainnot purchase, any of the following assets, rights and properties assets of Seller (collectively, the “Excluded Assets”) and, as such, they are not included in the Purchased Assets:):

Appears in 1 contract

Samples: Asset Purchase Agreement (Proquest Co)

Excluded Assets. Pursuant Notwithstanding anything to the contrary contained in this Agreement, Buyer is Seller shall retain and not acquiringtransfer, and the Sellers Purchaser shall retainnot purchase or acquire, the following assets, rights and properties assets (collectively, the “Excluded Assets”) and, as such, they are not included in the Purchased Assets:

Appears in 1 contract

Samples: Asset Purchase Agreement (Xedar Corp)

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