2Excluded Assets Clause Samples
The 'Excluded Assets' clause defines which assets are specifically not included in the scope of a transaction or agreement. In practice, this clause lists particular items, such as certain intellectual property, cash, or contracts, that the seller will retain and not transfer to the buyer. By clearly identifying these assets, the clause prevents misunderstandings and disputes over ownership, ensuring both parties are aware of what is and is not being conveyed in the deal.
2Excluded Assets. Notwithstanding anything herein to the contrary, no Seller Party shall sell, transfer, convey, assign or deliver to Buyer, and Buyer shall not acquire or have any rights to acquire, any Seller Party’s right, title and interest in and to any of the following:
(a) any cash on hand or cash equivalents, bank accounts, bank deposits, investment accounts, lockboxes, certificates of deposit, benefits of credits, marketable securities or investments in other Persons, certificates of deposit or treasury bills, and other similar items of any Seller Party, whether or not attributable to the RFG Business;
(b) any Seller Party’s rights to claim refunds and causes of action not Related to the RFG Business;
(c) all rights of, and all consideration received by, the Seller Parties or their Affiliates under this Agreement or any Transaction Document;
(d) all Proprietary Rights of the Seller Parties not Related to the RFG Business, including, for the avoidance of doubt, the Calavo trademark or any derivative thereof and any Proprietary Right listed on Schedule 2.2(d);
(e) any Permits other than the Assigned Permits;
(f) all Tax Returns of the Seller Parties;
(g) any Tax refunds, including all net operating losses, Relating to the RFG Business or the Purchased Assets for Pre-Closing Tax Periods;
(h) any Contract other than the Assigned Contracts;
(i) all equity and other interests in the Seller Parties or any of Seller Party’s Subsidiaries, Affiliates, joint ventures or partnerships;
(j) the Personal Property other than the Transferred Personal Property;
(k) all assets used in connection with any Seller Party’s corporate functions (including, but not limited to, the Seller Parties’ Organizational Documents), tax records, taxpayer and other identification numbers, seals, minute books and stock transfer books and other corporate records;
(l) all of the assets owned and used by any Seller to perform legal, finance, accounting, information technology, human resources or other administrative services or corporate functions, wherever located, and by whomever possessed;
(m) all insurance policies and binders maintained by any Seller Party or its Affiliates, and all rights of action, lawsuits, benefits, claims, demands, rights of recovery and set-off, and proceeds, under or with respect to such insurance policies;
(n) any RFG Employee Plan, and the assets related thereto;
(o) all Books and Records other than the Transferred Books and Records;
(p) all personnel records as required by ...
2Excluded Assets. The transactions covered by this Agreement consist only of the sale of assets, and not the sale of a business. The Property does not include the personal property, assets, liabilities and other items listed or described below (the “Excluded Assets”):
(a) Intercompany accounts and contracts of Seller or its Affiliates;
(b) Cash or bank accounts of Seller or its Affiliates; ME1 37645578v.2
(c) Defenses and claims that Seller or its Affiliates could assert against Third Parties (except to the extent that such defenses and claims relate to liabilities that Buyer is assuming under this Agreement relating to the Property);
(d) Accounts and notes receivable;
(e) Accounts payable;
(f) Any license or authorization to use or display trademarks, service marks, logos, insignia, imprints, brand identifications, advertising and trade names of Seller or its Affiliates (or marks otherwise proprietary to Seller or any of its Affiliates), including, without limitation, “Global.” Buyer shall, at its expense, remove or cover all signs and markings at or on the Property that indicate that they were ever owned or operated by Seller or any of its Affiliates and return such signs and markings to Seller. Buyer further shall remove all signs and markings proprietary to Seller located at or on the Property. The foregoing requirements shall not apply to those signs and markings related to Seller’s operations under the Leaseback Agreement, which shall remain on the Property during the term of thereof;
(g) Any permits, licenses, registrations, certificates, approvals or similar rights from any Governmental Authority related to the ownership or use of the Property other than the Licenses;
(h) The items listed on Exhibit B (the “Excluded Personal Property”);
(i) Any insurance coverage under any insurance policies that relate to the Property, or any part of the Property, and any rights under such insurance policies, whether such policies benefit Seller, or any Affiliate of Seller, or any other person or entity;
(j) Any labor, employment, or collective bargaining agreements between Seller and its employees or between an Affiliate of Seller and such Affiliate’s employees, or any employee benefit plans of Seller or its Affiliates;
(k) Anything else that is stated in this Agreement as remaining the property or responsibility of Seller, its Affiliates or any Third Party; and
(l) Any other property that is owned by Seller or its Affiliates and not otherwise specified in Section 2.1.
2Excluded Assets. Notwithstanding anything to the contrary contained in Section 1.1 or elsewhere in this Agreement, the following (collectively, the “Excluded Assets”) shall not be part of the sale and purchase contemplated hereunder, and are excluded from the Purchased Assets, and shall remain the property of ReShape after the Closing:
(a) any Tax Returns and Tax records of ReShape, and all Tax assets of ReShape and its Affiliates, including all losses, loss carryforwards and rights to receive refunds, credits, advance payments, and loss carryforwards to the extent attributable to Taxes of ReShape that constitute Excluded Liabilities;
(b) insurance policies and Claims thereunder, in each case, relating to the ReShape Business prior to Closing;
(c) all cash and cash equivalents of ReShape or any of its Affiliates;
(d) all real property owned by ReShape or any of its Affiliates;
(e) all minute books and corporate seals, stock books, Tax Returns and similar records of ReShape or any of its Affiliates other than the ReShape Books and Records;
(f) all claims and counterclaims relating to any Excluded Liabilities or Excluded Assets; and
(g) all claims, remedies and/or rights of ReShape under the terms of this Agreement or any Transactional Agreement.
2Excluded Assets. Notwithstanding anything to the contrary in this Agreement, the following assets of Seller Parties (the "Excluded Assets") are not part of the sale and purchase contemplated hereby, are excluded from the Acquired Assets and shall be retained by Seller Parties and remain the property of Seller Parties following the Closing:
(a) all assets and property of Seller Parties unrelated or not used by or in connection with the Business;
(b) all vehicles, tractors, trailers and other rolling stock other than the Rolling Stock;
(c) cash, checks, money orders, marketable securities, short-term instruments and other cash equivalents, funds in time and demand deposits or similar accounts, and any evidence of indebtedness issued or guaranteed by any Governmental Authority;
2Excluded Assets. Notwithstanding anything to the contrary contained herein, the Properties shall not include, and there is excepted, reserved, and excluded from the purchase and sale contemplated hereby, the properties described on Exhibit A-6 attached hereto.
2Excluded Assets. Notwithstanding the foregoing, the parties expressly acknowledge and agree that all assets and properties of the Contributor set forth on Schedule 2.4, shall be deemed “Excluded Assets” and not contributed, transferred, assigned, conveyed or delivered to the Operating Partnership pursuant to this Agreement, and the Operating Partnership shall not have any rights or obligations with respect thereto. Unless otherwise agreed in writing, the Contributor, at the Contributor’s expense, shall remove the Excluded Assets from the Property as soon as possible after the Closing Date but in no event later than 7 days after the Closing Date. If the Contributor fails to comply with the foregoing provisions, the Operating Partnership may dispose of such items at the Contributor’s expense or make such other arrangements as the Operating Partnership may determine appropriate.
2Excluded Assets. Other than the Purchased Assets, Buyer expressly acknowledges and agrees that it is not purchasing or acquiring, and Sellers are not selling or assigning, any other assets or properties of Sellers, and all such other assets and properties shall be excluded from the Purchased Assets (the “Excluded Assets”). For greater certainty, Excluded Assets include the following assets and properties of each Seller:
a) all cash and cash equivalents, bank accounts and securities of such Seller;
b) the Excluded Contracts;
c) the organizational documents, minute books, stock books, Tax Returns, books of account or other records having to do with the corporate organization of such Seller, all employee-related or employee benefit-related files or records, and any other books and records which such Seller is prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retain;
d) all insurance policies of such Seller and all rights to applicable claims and proceeds thereunder;
e) all Tax assets (including Tax refunds and prepayments) of such Seller;
f) all personal property used by such Seller in its business other than the Tangible Property;
g) any Claims of such Seller’s estate under article 5 of the Bankruptcy Code or analogous state statutes including Claims under section 547, 548, 549 or 550 of the Bankruptcy Code, but excluding Claims expressly included in Section 2.1(n);
h) the rights which accrue or will accrue to such Seller under this Agreement and the documents and instruments delivered in connection herewith; and
i) the assets, properties and rights set forth in Schedule 2.2(i).
2Excluded Assets. The Spain Purchased Assets do not include, and Seller Affiliate is not selling, assigning, transferring, conveying or delivering, and Purchaser Affiliate is not purchasing, acquiring or accepting from Seller Affiliate, any of the Excluded Assets.
2Excluded Assets. Notwithstanding anything to the contrary in this Agreement, Buyer shall not purchase or acquire, and Seller and its Affiliates shall retain from and after the Closing, all of their respective right, title and interest in and to the following (collectively, the “Excluded Assets”):
(a) all bank accounts, including any cash or cash equivalents, whether held by Seller or any of its Affiliates, held as a deposit or in transit;
(b) any organizational documents (including Seller’s corporate charter), books, or records, taxpayer or other identification numbers, qualifications to conduct business in any jurisdiction, seals and minute books of Seller and its Affiliates, and any other documents relating to the organization, maintenance, capitalization, and existence of Seller as a corporation or any Affiliate as an entity;
(c) any Marks, including, but not limited to “iBio”, “EngageTx,” “ShieldTx,” and “RubrYc Therapeutics”;
(d) all Intellectual Property Rights owned by Seller or any of its Affiliates that are not, and have not at any time been, used or held for use in connection with the Program or any Molecule or Product; provided that, for the avoidance of doubt, the foregoing shall not include any Intellectual Property Rights relating to the Program or any Molecule that were acquired by Seller and its Affiliates in connection with the 2022 Asset Purchase Agreement;
(e) all insurance policies, including any proceeds or recoveries thereunder and rights to assert Claims with respect thereto (“Insurance Assets”);
2Excluded Assets. Notwithstanding anything in Section 2.1 to the contrary, Seller Affiliate is not selling, assigning, transferring, conveying, or delivering, and Purchaser Affiliate is not purchasing, acquiring, or accepting from Seller Affiliate and, for the avoidance of doubt, the Sweden Purchased Assets shall not include any of the Seller Affiliate’s assets listed under Schedule 2.2 (the “Sweden Excluded Assets”).