Excluded Assets Clause Samples
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Excluded Assets. Notwithstanding the provisions of Section 2.1 hereof, the following assets, properties and rights, to the extent owned by or inuring to the benefit of any one or more Sellers (collectively, the “Excluded Assets”) are expressly excluded from the purchase and sale contemplated hereby and from the definition of the term “Purchased Assets” hereunder, in each case whether or not related to or used or held for use in connection with the Purchased Assets, the Freeport Facility or the Business:
(a) all Cash;
(b) all Accounts Receivable, other than the Accounts Receivable, if any, to be transferred by Goodyear Canada pursuant to Section 2.1(c) hereof, which will not constitute Excluded Assets, except for the portion thereof that constitute Excluded Assets under Section 6.16. hereof;
(c) all assets not owned by Sellers as of the Closing, including, without limitation, all raw materials held under consignment agreements or arrangements with third parties, all property owned by any third party and leased or held by any Seller under any of the Assumed Leases or Assumed Contracts (including, without limitation, the Nitrogen Storage Tank and all the equipment owned by TBC Corporation or Universal Cooperatives, Inc. or held under either of the Custom Label Contracts) in each case identified in Schedule 2.2(c) hereof;
(d) subject to the Trademark License Agreement, all of the Goodyear Names and Marks, including, without limitation, the Licensed Marks;
(e) all rights and obligations under any and all employee benefit plans of each Seller, including, without limitation, the Employee Benefit Plans, and all assets, records and vendor arrangements associated with any such plan, whether held by one or more Sellers, in trust or otherwise;
(f) all casualty, liability or other insurance policies owned by or obtained on behalf of any Seller and all claims or rights under any such insurance policies;
(g) any federal, state or local, or any foreign, claim, cause of action, right of recovery or refund with respect to any Tax including, without limitation, income Tax refunds, franchise Tax refunds, duty draw backs on export sales; sales and use Tax refunds; real property Tax refunds; and personal property Tax refunds (except in respect of any refunds of Taxes, in respect of and relating to periods following the Closing) and all other claims and rights in respect of the foregoing;
(h) other than the Owned Real Property, all owned real property, all leased real property and any other inte...
Excluded Assets. The assets listed below shall be retained by Sellers and shall not be transferred to or assumed by either Buyer (the “Excluded Assets”):
(a) any cash, bank deposits, cash equivalents or similar cash items held by members of the Seller Group, including cash and bank deposits held by the Subsidiaries supporting any letters of credit;
(b) the membership interests and any other Equity Securities in Quail Nuclear Specialty Services, LLC, a Texas limited liability company, and Cinco Pipe & Supply, LLC, a Delaware limited liability company;
(c) all of Sellers’ claims for refunds of Taxes set forth on Schedule 2.2(c);
(d) any books and records of Sellers, but not of the Subsidiaries, provided that Sellers shall provide Buyers with copies of such retained books and records of Sellers that relate to the Business, the Subsidiaries, the Purchased Assets or the Assumed Liabilities;
(e) the assets, if any, of Sellers’ set forth in Schedule 2.2(e);
(f) all (i) agreements and correspondence between Sellers and ▇▇▇▇▇▇▇ relating to the transactions contemplated by this Agreement, (ii) lists of prospective purchasers for such transactions compiled by or for the benefit of Sellers, (iii) bids submitted by other prospective purchasers of the Purchased Assets, (iv) analyses by or for the benefit of Sellers of any bids submitted by any prospective purchaser, (v) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives and any prospective purchasers other than Buyers, and (vi) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of their respective representatives with respect to any of the bids, the prospective purchasers, the engagement or activities of ▇▇▇▇▇▇▇; and
(g) all rights of Sellers pursuant to this Agreement and any other Ancillary Agreement to which either one of them is a party.
Excluded Assets. Notwithstanding the foregoing, the Assets shall not include, and there is excepted, reserved and excluded from the sale contemplated hereby (collectively, the “Excluded Assets”): (a) all credits and refunds and all accounts, instruments and general intangibles (as such terms are defined in the Texas Uniform Commercial Code) attributable to the Assets to the extent attributable to any period of time prior to the Effective Time and that do not relate to obligations assumed by Purchaser pursuant to this Agreement; (b) all claims of Sellers for refunds of or loss carry forwards to the extent attributable to (i) ad valorem, severance, production or any other taxes attributable to any period prior to the Effective Time even if applied for after the Effective Time, (ii) income or franchise taxes, or (iii) any taxes attributable to the Excluded Assets, and such other refunds, and rights thereto, for amounts paid in connection with the Assets and attributable to the period prior to the Effective Time, including refunds of amounts paid under any gas gathering or transportation agreement, to the extent the same do not relate to obligations assumed by Purchaser pursuant to this Agreement; (c) all proceeds, income or revenues (and any security or other deposits made) to the extent attributable to (i) the Assets for any period prior to the Effective Time, if they do not relate to obligations assumed by Purchaser pursuant to this Agreement, or (ii) any Excluded Assets; (d) all of Sellers’ proprietary computer software, technology, patents, trade secrets, copyrights, names, trademarks, logos and other intellectual property; (e) subject to Section 9.2(d), all of Sellers’ rights and interests in geological and geophysical data that is interpretive in nature or which cannot be transferred without the consent of or payment to any third Person; (f) all documents and instruments of Sellers that may be protected by an attorney-client privilege unless such privileged documents and instruments pertain to litigation (including pending and threatened litigation) which Purchaser is assuming; (g) subject to Section 9.2(d), data and other information that cannot be disclosed or assigned to Purchaser as a result of confidentiality or similar arrangements under agreements with Persons who are not Affiliates of Sellers; (h) concurrent audit rights arising under any of the Material Agreements or otherwise with respect to any period prior to the Effective Time (unless relating to obligation...
Excluded Assets. Notwithstanding the foregoing Section 2.1, Seller shall not assign and transfer, and Purchaser shall not take assignment of (a) any Contract or agreement listed on Schedule 2.2(a) hereto, (b) all books and records of Seller to the extent related to the other Excluded Assets or the Seller's Liabilities and not to the Purchased Assets or Assumed Liabilities, (c) all claims of Seller for refunds, credits, carrybacks or carryforwards in connection with any Taxes for tax periods ending on or prior to the Closing Date and the proceeds thereof, (d) all insurance policies, binders and related prepaid expenses and any amounts receivable in respect of such insurance policies other than insurance policies providing benefits to employees of the Business to the extent such policies are assigned, (e) all rights, claims, demands and causes of action which Seller or any of its Affiliates may have against any Person to the extent related to any of the Seller's Liabilities or any Excluded Assets, including all proceeds remitted to Seller or any of its Affiliates from claims, rights, demands and causes of action with respect thereto, or to any Assumed Liability to the extent Purchaser has been fully indemnified by Seller with respect to such Assumed Liability, (f) all of Seller's cash and cash equivalents on hand and all ▇▇▇▇▇ cash located at operating facilities of the Business (g) any and all claims, rights, demands and causes of action in respect of the account receivable of the Business due from Diverite, (h) the Lease between Soniform and San Diego County dated October 17, 1978, as amended on January 3, 1984 and April 6, 1994 and any leasehold improvements to the property which is subject of such lease and (i) all accounts receivables, notes receivables and other receivables as of the Closing Date (the "RECEIVABLES") arising from the operation of the Business (collectively, the "EXCLUDED ASSETS"). The Excluded Assets shall be retained by Seller and are not being sold or assigned to Purchaser hereunder.
Excluded Assets. Notwithstanding any other provision herein to the contrary, the Purchased Assets specifically exclude the following (collectively, the “Excluded Assets”):
(a) the corporate seals, books, accounting records, income Tax Returns of Seller and the Members, records related to corporate governance of Seller and any records that Seller is required by applicable Law to retain in its possession (provided that a copy of any such records that are not Excluded Assets by another provision of this Section 2.2 will, to the extent permitted by applicable Law, be provided to Buyer at the Closing);
(b) all credit card receipts and ATM purchases as of the Closing;
(c) all accounts receivables of Seller and payments processing due to Seller as of the Closing for services or products previously rendered or sold;
(d) Seller’s cash and cash equivalents (including marketable securities and short-term investments, if any) not included in Target Working Capital Level (“Excluded Cash”);
(e) all refunds of Taxes with respect to the Business for Pre-Closing Tax Periods;
(f) the rights which accrue or will accrue to Seller and the Members under this Agreement and the Transactions;
(g) any Contracts (i) relating to insurance or Benefit Plans, (ii) set forth on Schedule 2.2(g) or (iii) which are otherwise not Assigned Contracts (collectively, “Excluded Contracts”); and
(h) any of Seller’s IP that is separately licensed to Buyer by the SB IP License.
Excluded Assets. The Company and its Subsidiaries are not selling, conveying, assigning, transferring or delivering to Purchaser, and the term “Purchased Assets” shall not include, the following assets (collectively, the “Excluded Assets”):
(a) trade accounts receivable, customer purchase orders, notes receivable, negotiable instruments and chattel paper not arising from the STB Business, the NXP Note and any Excluded Royalties;
(b) All (i) existing products and products under development of the Company’s DTV Business, PC TV Business, Audio Business and the Terrestrial Demod Product Business and (ii) all masks for such products;
(c) the Company’s and each Subsidiary’s right, title and interest in, to or under (i) each Contract for Licensed Intellectual Property Assets that are not used in the STB Business, (ii) each Contract listed on Schedule 1.2(c) (the Contracts in (i) and (ii) collectively, the “Excluded Licensed Intellectual Property Assets”) and (iii) each Retained Contract;
(d) all commercial off-the-shelf Software loaded on desktop or laptop computers that are not part of the Tangible Personal Property;
(e) all of the Company’s and each Subsidiary’s cash and cash equivalents except for (i) any cash and cash equivalents included in the Working Capital Statement, if any, or taken into account in calculating the Final Working Capital, and (ii) the Required Cash;
(f) claims (and benefits arising therefrom) that relate to any Liability other than the Assumed Liabilities;
(g) the Company’s and each Seller Subsidiary’s financial accounting books and records, corporate charter, minute and stock record books, income tax returns, corporate seal, checkbooks and canceled checks;
(h) all rights (including any claims, rights and interest in and to any refunds for Taxes with respect to the Purchased Assets and STB Business for Pre-Closing Tax Periods) relating to the Retained Liabilities;
(i) except as provided in Section 7.11, the names and trademarks “Trident Microsystems, Inc.”, any other use of “Trident Microsystems” together with any other word or phrase, including the Trident Microsystems logo;
(j) all preference or avoidance claims and actions of the Company arising under Sections 544, 547, 548, 549 and 550 of the Bankruptcy Code other than the Preference Avoidance Claims; and
(k) all rights of the Company under this Agreement.
Excluded Assets. Notwithstanding the foregoing, the Institutional Assets shall not include the following assets of Seller (collectively, the “Excluded Assets”):
(a) Unrestricted cash and cash equivalents in excess of the Working Capital Amount;
(b) all current and deferred Tax assets, and all claims, returns, deposits, prepayments, rebates and refunds with respect to Taxes arising or relating to or in respect of the Seller’s operation of the University or ownership of the Institutional Assets for periods ending prior to the Closing Date or, with respect to periods straddling the Closing Date, all such Tax assets, claims, returns, deposits, rebates and refunds relating to the portion of such Tax period that ends on the Closing Date;
(c) Contracts that are not Transferred Contracts (the “Excluded Contracts”), as listed on Section 1.3(c) of the Disclosure Schedule;
(d) the organizational documents, minute books, equity ownership records, Tax Returns, books of account, or other records having to do with the corporate organization of Seller;
(e) all Books and Records (other than Student Records and personnel files of Transferred Employees);
(f) rights to all Insurance Policies (and proceeds therefrom);
(g) the rights that accrue or will accrue to Seller and its Affiliates under this Agreement and the other Transaction Documents; and
Excluded Assets. Notwithstanding the provisions of Section 2.1 or anything to the contrary herein, the following assets, rights and properties of the Seller (collectively, the “Excluded Assets”), shall be retained by the Seller, and Purchaser and its designees shall acquire no right, title or interest in the Excluded Assets in connection with the Transaction:
(a) all (i) cash and cash equivalents, wherever located, including bank balances and bank accounts or safe deposit boxes, monies in the possession of any banks, savings and loans or trust companies and similar cash items, (ii) escrow monies and deposits, including deposits in the possession of landlords and utility companies, (iii) monies held as professional retainers by service providers or in any professional fee escrow and (iv) investment securities and other short- and medium-term investments;
(b) all records, documents or other information solely and exclusively relating to current or former employees of the Seller that are not hired by Purchaser, and any materials to the extent containing information about any employee, disclosure of which would violate Applicable Law or such employee’s reasonable expectation of privacy;
(c) any interest of the Seller under this Agreement or the Related Documents, including, without limitation, the right to receive the Purchase Price and to enforce the Seller’s rights and remedies thereunder, and any interest of the Seller under any agreement providing for the sale of an Excluded Asset;
(d) all Excluded Contracts (including all prepaid assets relating to the Excluded Contracts); provided, however, for avoidance of doubt, that the following shall not be Excluded
(i) the licenses described at Section 2.1(c)(1) and 2.1(c)(2) and (ii) Designated Intellectual Property ownership of which was transferred to Gritstone by an inventor or other prior owner;
(i) any of Seller’s privileges, protections, and immunities for communications, documents, or materials, including without limitation, any attorney-client privilege, work product doctrine, common interest, or joint defense privilege, and electronic and tangible documents reflecting such communications and materials, and (ii) any existing or prior insurance policy and any claims, rights and proceeds under any insurance policies of the Seller, including director and officer, errors and omissions, fiduciary and commercial crime insurance policies;
(f) any net operating losses, Tax assets or Tax attributes, rights of the Seller to Tax refu...
Excluded Assets. Nothing herein contained shall be deemed to sell, transfer, assign or convey the Excluded Assets to Buyer, and Sellers shall retain all right, title and interest to, in and under the Excluded Assets. “Excluded Assets” shall mean all assets, properties, interests and rights of Sellers other than the Purchased Assets, including each of the following assets:
Excluded Assets. Notwithstanding anything contained in Section 2.1 to the contrary, Seller is not selling, and the Buyer Parties are not purchasing, any assets other than those specifically described in Section 2.1, and without limiting the generality of the foregoing, the term “Transferred Assets” shall expressly exclude the following assets of Seller, all of which shall be retained by Seller (collectively, the “Excluded Assets”):
(a) all of the Seller Parties’ cash and cash equivalents, accounts receivable, deferred charges and prepaid items, except as set forth in Section 2.1(h);
(b) the Seller Parties’ corporate books and records of internal corporate proceedings, tax records, work papers and books and records, except as set forth in Section 2.1(j);
(c) all of the Seller Parties’ bank accounts;
(d) all accounting records (including records relating to Taxes) and internal reports relating to the business activities of the Seller Parties, except as set forth in Section 2.1(j);
(e) any interest in or right to any refund of Excluded Taxes relating to the Business, the Transferred Assets or the Assumed Liabilities for, or applicable to, any Pre-Closing Tax Period;
(f) all Permits of the Seller Parties, including import and export licenses, except as set forth in Section 2.1(k);
(g) all rights of the Seller Parties with respect to Contracts that are not Assumed Contracts (including all Shared Contracts, except as set forth in Section 5.8(f) through (i)) (the “Excluded Contracts”);
(h) all rights of the Seller Parties with respect to the Patents other than the Transferred Patents (the “Excluded Patents”);
(i) all rights of the Seller Parties with respect to the Intellectual Property (other than Patents and Technology) other than the Transferred Intellectual Property (the “Excluded Intellectual Property”);
(j) all rights of the Seller Parties with respect to the Technology other than the Transferred Technology (the “Excluded Technology”);
(k) interests in real property other than pursuant to the Assumed Leases;
(l) any insurance policies and rights, claims or causes of action thereunder;
(m) any assets relating to any Employee Plan;
(n) all rights, claims and causes of action relating to any Excluded Asset or any Excluded Liability;
(o) all rights of the Seller Parties under this Agreement and the Ancillary Agreements; and
(p) all confidential communications between Seller and its Affiliates, on the one hand, and DLA Piper LLP (US) (“DLA Piper”), on the other hand, relating to...