Assets Retained Clause Samples

Assets Retained. Notwithstanding anything in this Agreement to the contrary, Purchaser shall not receive the following assets: (i) all cash and cash equivalents, and all bank and other accounts in which any of the foregoing is held; (ii) all orders booked by Seller as of the date hereof, other than the Transferred Orders ("Back Orders"); (iii) all inventory of Seller as of the date hereof and thereafter, including without limitation any inventory for filling Back Orders and inventory in transit ("Inventory"); (iv) all accounts receivable of Seller as of, and resulting from sales under Back Orders or of Inventory following, the date hereof ("Receivables"); (v) refundable income taxes of Seller; (vi) insurance policies relating to the business or operations of Seller and all monies owing from insurance carriers including claims based upon the failure of Seller's former computer system; (vii) minute books, stock transfer books and corporate seal of Seller; (viii) the leases with respect to Seller's offices, including but not limited to 666 Fifth Avenue, New York, N▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇'▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, wherever located; (ix) any telephone and fax numbers of Seller other than those set forth in Schedule 2.1(a)(i); and

Assets Retained. Notwithstanding any Schedule hereto or any other provision of this Agreement, IBH shall retain, and Purchaser shall have no rights to, any of the following rights or assets (the "RETAINED ASSETS"): (a) Information or documents in the possession of CORE, INC. ("CORE") or any of its affiliates at a location other than IBH's Irvine, California offices; provided, however, IBH shall provide Purchaser access to and permit Purchaser to make copies of any such documents to the extent the documents are referred to in item 3(i), above; (b) Cash, accounts receivable and bank accounts of IBH; (c) Minute books, corporate and financial records of IBH; (d) Any attorney-client privileged communication or document relating directly or indirectly to IBH's operation of the Business; (e) The trademarks and tradenames "CORE," "WorkAbility," and all derivatives and variations thereof; (f) The WorkAbility program or other intellectual property developed by CORE and its affiliated corporations; (g) The cash management and accounts receivable collection system utilized by IBH in Boston, Massachusetts or Irvine, California. (h) CORE's web site; (i) The telephone switch utilized by both CORE and IBH; and (j) CORE's information system, utilized by IBH, including server(s), e-mail service, and winframes and related items and services, except as specifically indicated in Section 7, below.

Assets Retained. The parties to this Agreement expressly understand and agree that GTC is not hereunder selling, assigning, transferring or conveying to Buyers any assets other than the Purchased Assets.

Assets Retained. 7 Section 2.03 Liabilities. . . . . . . . . . . . . . . . . 7 ARTICLE III. CONSIDERATION

Assets Retained. Not less than 150%

Assets Retained. Notwithstanding anything in this Agreement to the contrary, Purchaser is not hereby purchasing any of the following assets of Seller (collectively, the "Excluded Assets"): (a) the assets noted on Schedule 2.02(a); (b) Contracts identified on Schedule 2.02(b); (c) any deposits relating to taxes not assumed by Purchaser; (d) any corporate documents and seals of Seller; and (e) the outstanding capital stock of Seller.

Assets Retained. Notwithstanding anything to the contrary in Paragraph 1.1, Seller shall not sell, deliver, transfer, assign or convey, and Buyer shall not purchase the following assets: (a) The assets of Seller's Information Security Systems ("ISS") business division; (b) The cash, cash equivalents, bank accounts, deposits, securities, and accounts receivables posted as of the Effective Date; (c) The capital stock, paid in capital, and retained earnings; (d) Any prepaid items, including but not limited to insurance, workers compensation deposits, unemployment deposits, and deferred income tax prepayments; (e) The Cogent/Nortel Order; (f) The ▇▇▇-▇▇▇-▇▇▇▇ telephone number and associated extensions; (g) The 888-Datakey and ▇▇▇-▇▇▇-▇▇▇▇ telephone numbers; (h) The domain name "▇▇▇▇▇▇▇.▇▇▇";

Assets Retained. The parties to this Agreement expressly --------------- understand and agree that notwithstanding the provisions of Section 2.A.1, Seller is not hereunder selling, assigning, transferring or conveying to Buyer the following assets, which shall be specifically excluded from the transactions contemplated by this Agreement (the "Excluded Assets"): a. all cash and cash equivalents up to $300,000 before the close of business on the day immediately preceding the Closing Date, whether held in lock boxes or otherwise; b. any vehicles leased by Seller except those identified on Schedule 2.A.1.a hereto; c. all assets that are used exclusively in the conduct of the business of Spin Physics and/or Impactdata as identified on Schedule 2.A.2.c hereto; d. any inter-company accounts receivable of Seller and Delta; e. certain other miscellaneous assets as identified on Schedule 2.A.2.e hereto; f. any Benefit Plan or any other contract or arrangement providing employee benefits to employees; g. the shares of Datatape International, Inc.; h. the shares of Spin Physics, Inc.; i. all of Seller's claims, causes of action, choses in action, rights of recovery and rights to refunds relating to periods prior to the Closing Time to the extent not related to the Purchased Assets; j. all of Seller's tax and information returns; all correspondence between Seller and its shareholders; all minutes, stock ledger and other corporate documents; provided, however, that upon reasonable notice from Buyer to Seller or its successors-in-interest, Seller or its successors-in-interest shall provide Buyer with access at no charge to any of the foregoing-described material and with copies of any of said documents to the extent such material and documents pertain to the Business and Purchased Assets acquired by Buyer; and k. all of Seller's rights to receive mail and other communications which do not relate in any way to the ownership of the Purchased Assets or the operation of the Business;