Common use of 2Excluded Assets Clause in Contracts

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. The transactions covered by this Agreement consist only Purchased Assets shall not include, and there shall be excluded from the sale, conveyance, assignment, transfer or delivery to Purchaser hereunder, and each of the sale Seller and its Affiliates shall retain all of their existing right, title and interest in and to, any assets, and not the sale of a business. The Property does not include the personal propertyproperties, assets, liabilities and rights or interests other items than those specifically listed or described below in Section 2.1 (all such assets, properties, rights or interests not so listed or described, collectively, the “Excluded Assets”):). For the avoidance of doubt, the Excluded Assets shall include, and the Purchased Assets shall not include: (a) Intercompany accounts and contracts of all Seller or its AffiliatesProducts; (b) Cash or bank accounts of Seller or its Affiliates; ME1 37645578v.2​ ​ (c) Defenses all Accounts Receivable at any time due and claims that Seller or its Affiliates could assert against Third Parties (except owed 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 including Accounts Receivable arising from sales of any of the Product by or on behalf of the Property that indicate that they were ever owned or operated by Seller or any of its Affiliates on or prior to the Closing Date; (c) any losses, loss carryforwards and return rights to receive refunds, credits and loss carryforwards with respect to any and all Taxes of the Seller or any of its Affiliates; (d) any refund of Taxes if a liability for such signs Taxes would constitute a Retained Liability; (e) all Tax Returns, Tax records, related workpapers and markings other similar Tax information of the Seller and its Affiliates; (f) the books and records of the Seller and its Affiliates other than the Books and Records transferred pursuant 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 thereofSection 2.1(i); (g) Any permitsany current and prior insurance policies and insurance Contracts, licensesall rights of any nature with respect thereto, registrationstogether with any claim, certificates, approvals action or similar rights from other right that the Seller or any Governmental Authority related to the ownership of its Affiliates may have for insurance coverage under any such insurance policies or use of the Property other than the LicensesContracts; (h) The items listed on Exhibit B any Intellectual Property or other intellectual property right that is not included in the Purchased Intellectual Property, the Purchased Domain Names or the Purchased Know-how, including the Seller Names and Marks; (i) all Contracts (including the Excluded Contracts) of the Seller or any of its Affiliates other than the Purchased Contracts; (j) any leased or owned real property; (k) all IT equipment and all other tangible personal property of the Seller and its Affiliates other than the Purchased Inventory and the Purchased Equipment; (l) any and all obligations, and all assets arising out of or related to Seller’s employee benefit plans, programs or arrangements (including the Business Benefit Plans) for the present or past employees, independent contractors, consultants, or agents of the Seller; (m) all cash and cash equivalents (including marketable securities and short term investments), corporate credit cards, and deposits held by the Seller or any of its Affiliates, in each case, including those related to the Business; (n) all guaranties, warranties, indemnities, rights of contribution, rights to refunds, rights of reimbursement and other rights of recovery and similar rights that have been made by any predecessors in title, manufacturers or suppliers and other third parties relating to the Excluded Assets; (o) the ten or eleven digit three-segment numbers identified as a National Drug Code that is associated with any Product as assigned by FDA to Seller (“Excluded Personal PropertySeller NDC Codes”); (ip) Any insurance coverage all claims, counterclaims, defenses, causes of action, demands, judgments, rights of recovery, rights of set-off, rights of subrogation and all other rights of any kind against any third party, relating to any Retained Liabilities or the Excluded Assets; or (q) all of the Seller’s and its Affiliates’ rights under any insurance policies that relate this Agreement and the Ancillary Agreements and all books, documents, records, files or other items relating to the Property, negotiation and consummation of this Agreement and the other transactions contemplated by this Agreement or any part the Ancillary Agreements or otherwise prepared in connection with the sale of the PropertyPurchased Assets, 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 including all confidential communications with legal counsel representing 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. ​the right to assert attorney-client privilege with respect thereto.

2Excluded Assets. The transactions covered by Notwithstanding the provisions of Section 2.2.1, Buyer shall acquire no right, title or interest in any Excluded Asset under or pursuant to this Agreement consist only or as a result of the sale of assets, and not the sale of a businesstransactions contemplated hereby. The Property does not include the personal property, assets, liabilities and other items listed or described below (the “Excluded Assets”):” consist of all assets, properties and rights of Seller and its respective Affiliates other than the Purchased Assets, including the following: (a) Intercompany accounts all cash and contracts cash equivalents, bank accounts, deposits, marketable securities and prepaid items other than prepaid items and deposits of Seller or its Affiliatesthe Business included in the calculation of the Closing Date Working Capital Amount; (b) Cash all claims and rights of action of any nature whatsoever either (i) to the extent necessary or bank accounts of useful in defending any claim that may be asserted against Seller or its Affiliates; ME1 37645578v.2​ ​for which indemnification has been sought by a Buyer Indemnified Party pursuant to ARTICLE 7 or (ii) against any Person relating to any of the Excluded Assets or Excluded Liabilities; (c) Defenses all Employee Benefit Plans, and claims that Seller all rights under, and assets held by, the Employee Benefit Plans and other employee benefit plans, programs, arrangements and agreements, including any retirement benefit and post-retirement health benefit plans, programs, arrangements and agreements, but not including any agreements set forth in Section 2.2.1(c) or its Affiliates could assert against Third Parties (except to Section 2.2.1(f) of the extent that such defenses and claims relate to liabilities that Buyer is assuming under this Agreement relating to the Property)Disclosure Schedules; (d) Accounts and notes receivableall Intellectual Property of Seller or its Affiliates other than the Purchased IP Rights; (e) Accounts payable; Seller’s and its Affiliates’ (fi) Any license or authorization to use or display trademarksminute books, service marksGoverning Documents, logosshare records and Tax Returns, insignia, imprints, brand identifications, advertising (ii) books and trade names of Seller or its Affiliates (or marks otherwise proprietary to records that Seller or any of its Affiliates)Affiliates is required by Law to retain; provided, includinghowever, without limitationthat copies of such books and records are, “Global.” Buyer shallto the extent permitted by Law, at its expenseincluded in the Purchased Assets to the extent primarily related to the Business; (iii) all records, remove reports, correspondence and memoranda prepared or cover all signs and markings at or on the Property that indicate that they were ever owned or operated received by Seller or any of its Affiliates (including all analyses relating to the Business or Buyer so prepared or received), and return such signs all valuations, expressions of interest and markings bids received from all Persons, in each case, in connection with the sale of the Business or the transactions contemplated hereby; (iv) all financial statements of Seller or its Affiliates (other than those that relate primarily to Seller. Buyer further shall remove the Business) and all signs records (including working papers) related thereto; (v) a copy of all consolidating and markings proprietary consolidated financial information and all other accounting records prepared or used in connection with the preparation of the Financial Statements (including working papers); and (vi) any document or other item subject to Seller located at or on attorney-client privilege; (f) all insurance policies, including insurance policies in respect of directors and officers, and all claims against insurance carriers thereunder to the Property. The foregoing requirements shall not apply to those signs and markings extent related to Seller’s operations under the Leaseback Agreement, any claim for which shall remain on the Property during the term of thereofindemnification is owed by Seller pursuant to ARTICLE 7; (g) Any permitsany claims, licensesrights and interest in and to any refunds of income Taxes of Seller, registrations, certificates, approvals or similar rights from any Governmental Authority related and its Affiliates with respect to the ownership or use operation of the Property other than Business or the LicensesPurchased Assets for any taxable years or periods ending on or prior to the Closing Date, and all beneficial interests in any portion of such a refund with respect to the operation of the Business or the Purchased Assets for any taxable year or period beginning before and ending after the Closing Date, for the portion of such taxable year or period ending on or prior to the Closing Date; (h) The items listed on Exhibit B (the “Excluded Personal Property”)portion of any Shared Contracts which relate to a business other than the Business; (i) Any insurance coverage all rights which accrue or will accrue to Seller under any insurance policies that relate to this Agreement and 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;Seller Delivered Documents; and (j) Any labor, employment, or collective bargaining agreements between Seller and its employees or between an Affiliate the assets listed on Section 2.2.2(j) 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. ​Disclosure Schedule.