Certain Excluded Assets. Notwithstanding any other provision of this Agreement to the contrary, the Acquired Assets shall not include the following assets of Seller wherever situated (collectively, the “Excluded Assets”):
Certain Excluded Assets a. The Agreement is hereby amended to add the following as a new Section 5.31:
Certain Excluded Assets. Parent will use Commercially Reasonable Efforts to sell its facility in Sarreguemines, France and Ondal S.a.r.l., a French company wholly-owned by Parent, to a third party prior to the Business Transfer Time (the “French Plant Sale”). In connection with the French Plant Sale, Parent will enter into (1) a contract manufacturing agreement for the manufacture of the products of the Galleria Business made at the Sarreguemines, France facility, which agreement will be assignable to SplitCo, and (2) a contract manufacturing agreement for the manufacture of the Parent Group’s non-Galleria Business products. After the consummation of the French Plant Sale, if applicable, Parent will assign the contract manufacturing agreement for the products of the Galleria Business to SplitCo at the Business Transfer Time.
Certain Excluded Assets. After the applicable closing, Purchaser agrees to attempt to collect on Sellers’ behalf, and at no cost to Sellers, those certain accounts receivable listed at item 4 on Schedule 1.3(m) (the “Excluded Government Receivables”). Purchaser shall apply to the collection of the Excluded Government Receivables pursuant to this Section 9.9 the level of diligence, effort and resources that Purchaser ordinarily and customarily applies in the collection of its own accounts receivable; provided, however, that (a) Purchaser does not guarantee the extent to which any Excluded Government Receivables will be collected, (b) Purchaser shall not be required to institute any legal or other proceedings to collect any Excluded Government Receivables, (c) Purchaser shall not be obligated to incur any costs and expenses payable to third parties in any such collection efforts, and (d) the methods of collecting Excluded Government Receivables shall at all times be within the reasonable discretion of Purchaser and in accordance in all material respects with applicable law.
Certain Excluded Assets. Notwithstanding Section 1.1 hereof, Seller shall not sell or transfer, and Buyer shall not purchase or accept, the following assets of Seller (collectively, the "Excluded Assets"): (a) Cash; (b) Any rights to receive refunds with respect to income taxes paid by or with respect to Seller; (c) All of Seller's accounts receivable associated with the business; (d) All right, title and interest to any employee benefit and pension plan, contracts or agreements relating to employees or former employees of Seller; (e) All rights of Seller under this Agreement and the agreements and instruments delivered by Buyer pursuant hereto; (f) Minute books, stock certificates, stock ledger, general ledger, check registers, sales journals, bank statements, payroll records, tax returns and all rights of Seller in and to the "Licensed Marks", the "Patent" and the "Products" (as such terms are defined in the license agreement attached hereto as Exhibit C); (g) Motor vehicles; (h) Any obligation, contract, commitment or other agreement relating to the Business not set forth or described in Sections 1.1 hereof, including that certain Trademark License Agreement dated November 22, 1993, by and between Seller and Innovation Group Ltd., the lease on the Sidney waxxxxxxe described in the Sublease attached hereto as Exhibit E and any agreement with the stockholders of Seller; and (i) Security deposits and any prepaid insurance to extent policies are not assumed by Buyer. 2.
Certain Excluded Assets. All items set forth on SCHEDULE 2.2(k) hereto.
Certain Excluded Assets. The Parties have agreed that certain assets described in Exhibit E attached hereto that were utilized historically prior to the Closing Date in relation to the Assets but that were not acquired by the Owner Group on the Closing Date pursuant to the terms of the Transaction Agreements will be utilized by the Service Provider in connection with the performance of Services and that such assets will be assigned and transferred to the Owner Group at the time and in the manner set forth in Exhibit E. To the extent that any of the assets described on Exhibit E are held by Service Provider under a lease, license, or similar agreement, Service Provider shall use commercially reasonable efforts to maintain such leases, licenses, and other agreements in effect during the Term and the Transition Services Period and, if not previously assigned to Owner Group in accordance with Exhibit E, shall use reasonable efforts to assign such leases, license, and other agreements upon the termination of this Agreement. If Service Provider acquires any additional assets of the type described in Exhibit E that are used in relation to the Assets during the Term that were not paid for by the Owner Group as Owner Group Costs, if the Owner Group desires to have such assets transferred to it upon termination of this Agreement, Owner Group shall reimburse the Service Provider for the actual cost of such additional assets.
Certain Excluded Assets. If any of the assets transferred to Buyer are ultimately determined to be Excluded Assets, Buyer shall transfer and convey (without further consideration) to Company, and Company shall accept, such assets that are determined to be Excluded Assets and Buyer and Company shall execute such documents or instruments of conveyance and take such further acts which are reasonably necessary or desirable to effect the transfer of such Excluded Assets to Company. Buyer shall segregate such Excluded Assets from Buyer’s other assets and move (at Company’s expense) such Excluded Assets to a place designated by Company.
Certain Excluded Assets. If any of the Purchased Assets are ultimately determined by Buyer to be Excluded Assets, Buyer shall transfer and convey (without further consideration) to Seller, and Seller shall accept, such Purchased Assets that are determined by Buyer to be Excluded Assets and Buyer and Seller shall execute such documents or instruments of conveyance and take such further acts which are reasonably necessary or desirable to effect the transfer of such Excluded Assets to Seller. Buyer shall appropriately label such assets which are determined to be Excluded Assets, to segregate such Excluded Assets from Buyer's other assets and to move (at the Seller's expense) such Excluded Assets to a place designated by the Seller.
Certain Excluded Assets. 1. Patent rights and other intellectual property rights not specifically included in the Assets.
