Excluded Assets Clause Samples

Excluded Assets. Buyer expressly understands and agrees that the following assets and properties of Seller and the Retained Subsidiaries (the “Excluded Assets”) shall be excluded from the Purchased Assets: (a) all of Seller’s and the Retained Subsidiaries’ cash and cash equivalents on hand and in banks (except for such amounts, if any, as the parties may agree will be retained by the Purchased Subsidiaries and not constitute Purchased Subsidiary Pre-Closing Cash (the “Transferred Cash”)); (b) insurance policies relating to the Business and all claims, credits, causes of action or rights thereunder (except for Buyer’s rights under Section 5.05); (c) all Intellectual Property Rights (other than the Business Intellectual Property Rights), including the marks and names set forth in Section 2.03 of the Disclosure Schedule (the “Seller Trademarks and Tradenames”), and including all royalties and/or other license payments under any Portfolio Cross-License; (d) all books, records, files and papers, whether in hard copy or computer format, prepared in connection with this Agreement or the transactions contemplated hereby (other than confidentiality agreements with any Person relating to the Business, copies of which will be made available to Buyer at the Closing (it being understood that the portion of such copies not relating to the Business may be redacted)) and all minute books and corporate records of Seller and the Retained Subsidiaries; (e) the property and assets described in Section 2.03 of the Disclosure Schedule; (f) all rights of Seller or any of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated thereby; (g) all Purchased Assets sold or otherwise disposed of in the ordinary course of business during the period from the date hereof until the Closing Date in compliance with the terms hereof; and (h) all of Seller’s and the Retained Subsidiaries’ claims for and rights to receive Tax refunds relating to the Business arising on or prior to the Closing Date.

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. 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. (a) Notwithstanding any provision in this Agreement, Purchaser and the Purchaser Designated Affiliates are not purchasing or acquiring any of Seller Parent’s or its Affiliates’ (including the Conveyed Subsidiaries’ or their Subsidiaries’) right, title or interest in any assets, properties or rights other than the Purchased Assets (the “Excluded Assets”), including: (i) all assets constituting ownership interests in, or that are used or held for use in, the Retained Businesses, other than those assets identified as Purchased Assets in clauses (a) through (s) of Section 2.1; (ii) all Retained Real Property; (iii) (A) the Retained Facilities, (A) any owned and leased furniture, equipment, fixtures, machinery, supplies, spare parts, tools, tangible personal property and other tangible property located at the Retained Facilities or not Related to the Business, except as set forth on Section 2.1(d)(i)(B) of the Seller Disclosure Letter, and any personal computers and vehicles that are not primarily used by the Transferred Employees in respect of the Business, (A) the Information Systems of Seller Parent and its Subsidiaries, other than the Business IT Systems and (A) any leases relating to the assets described in the foregoing clauses (B) through (D); (iv) all legal and beneficial interest in the share capital or equity interest of any Person other than the Conveyed Subsidiaries (and their Subsidiaries), other than those equity interests set forth on Section 2.1(q) of the Seller Disclosure Letter; (v) all Shared Contracts and all other Contracts, sales orders, purchase orders, instruments and other commitments, obligations and arrangements to which Seller Parent or any of its Affiliates is a party or by which any of its or their properties, assets or rights is subject, in each case other than Assumed Contracts; (vi) all inventory (including all raw material inventory, work-in-process inventory, spare parts inventory and finished products inventory) other than the Inventory and any samples of Products; (vii) the Retained Names and all other Intellectual Property that is not Business IP, including such Intellectual Property licensed to Purchaser under an Ancillary Agreement or otherwise, and including as set forth on Section 2.3(a)(vii) of the Seller Disclosure Letter, and including the right to ▇▇▇ and recover and retain damages for past, present and future infringement or misappropriation or any other violation of any such Intellectual Property; (viii) all Gover...

Excluded Assets. Notwithstanding anything to the contrary in this Agreement, the Sellers do not sell, transfer, convey, assign or deliver to the Purchaser, the Purchaser shall not purchase or otherwise acquire, and the Transferred Assets shall not include, any right, title and interest in or to any of the following properties, assets or intangibles of the Sellers, all of which shall be retained by the Sellers or any of their Affiliates (such properties, assets and intangibles being collectively referred to hereinafter as the “Excluded Assets”): (a) except to the extent (and solely to the extent) set forth in Section 2.1, all the properties, assets and rights of every kind and description and wherever located, whether tangible or intangible, real, personal or mixed, used in, held for use in, or primarily related to the Sellers’ Other Businesses; (b) any rights of the Sellers or their Affiliates arising under this Agreement, any of the other Transaction Documents or from the consummation of the Contemplated Transactions; (c) any cash and cash equivalents, securities and negotiable instruments on hand, in lock boxes, in financial institutions or elsewhere, including any cash residing in any collateral cash account securing any obligation or contingent obligation that is not an Assumed Liability; (d) any right, title and interest of the Sellers in and to any real property (including the ▇▇▇ ▇▇▇▇▇▇▇▇ Lease and the Allston Lease), whether owned, leased or otherwise occupied, other than the Transferred Leases; (e) any Intellectual Property rights that are not Business Intellectual Property (subject to the rights granted to the Purchaser under the Shared Intellectual Property License Agreements); (f) except as specifically provided under Section 2.1(l), any insurance policies Relating to the Business and any claims, credits, causes of action or rights thereunder and proceeds thereof; (g) any assets of any Benefit Plan; (h) any right to any refund or credit with respect to Taxes in accordance with the provisions of Article IX; (i) any assets that have been disposed of in compliance with Section 6.1(b)(ii) of this Agreement after the date hereof and prior to the Closing; (j) any books, records and files (i) to the extent relating to the Sellers’ Other Businesses, Excluded Assets or Excluded Liabilities, wherever located, including the tax returns and books, records and files relating to income and similar Taxes of the Sellers (other than Tax Returns of the Transferred Subsidiaries),...

Excluded Assets. Notwithstanding Section 1.1, the Purchased Assets do not include the following (the “Excluded Assets”): (a) Seller’s organizational documents, qualifications to conduct business as a foreign entity, arrangements with registered agents relating to foreign qualifications, taxpayer and other identification numbers, general ledgers, seals, minute books, equity transfer books and similar documents of Seller relating to the organization, maintenance and existence of Seller as a limited liability company, and all payroll, personnel and employment records for all current or former employees of Seller; (b) all Removed Real Property; (c) all Contracts that are not Assigned Contracts (including, for the avoidance of doubt, the Management Services Agreement, which Management Services Agreement shall be mutually terminated by the parties thereto and evidence thereof delivered to Buyer at or prior to the Closing); (d) all cash of Seller other than any on account of the Home Sale Contract Deposits; (e) Seller’s insurance policies, including premium adjustment, and prepaid insurance premiums, along with all claims, causes of action, proceeds or other rights under such policies; (f) all Tax Returns of Seller and all books, documents or records related to Taxes of Seller (for the avoidance of doubt, other than books and records or documents relating to Taxes imposed on the Purchased Assets, as described in Section 1.1(e)); (g) all Tax assets or attributes of Seller, including refunds, except any refunds or credits for Property Taxes with respect to the Purchased Assets that are allocable to a Tax period (or portion thereof) beginning after the Closing Date; (h) any employee-related or employee benefit-related plans, files or records of Seller; (i) all rights of Seller under this Agreement or any Seller Transaction Document; and (j) any claims against any Person to the extent such claims exclusively relate to Excluded Assets or Excluded Liabilities.

Excluded Assets. The Assets shall not include, and there is excepted, reserved and excluded from the sale and assignment contemplated hereby, the following (the “Excluded Assets”): (a) all corporate, financial, tax and legal records of Assignor that relate to Assignor’s business generally (including the ownership and operation of the Assets) or that relate to the other Excluded Assets, together with a duplicate copy (electronic or otherwise) of all of the Files; (b) any trade credits, accounts receivable, proceeds or revenues attributable to the Assets and accruing prior to the Effective Time; (c) all Hydrocarbons produced from or attributable to the Properties with respect to any periods of time prior to the Effective Time that are not in storage prior to sale and that are upstream of the sales metering point as of the date hereof, and all proceeds attributable thereto; (d) all refunds of costs, taxes or expenses attributable to any periods of time prior to the Effective Time; (e) all proceeds from the settlements of Contract disputes with purchasers of Hydrocarbons from or attributable to the Properties, including settlement of take-or-pay disputes, insofar as said proceeds are attributable to any periods of time prior to the Effective Time; (f) all bonds, letters of credit and guarantees, if any, posted by Assignor or its Affiliates with Governmental Authorities and relating to the Assets; (g) all rights, titles, claims and interests of Assignor or its Affiliates under any insurance policy or agreement, to any insurance proceeds or to or under any bond or bond proceeds; (h) all rights and claims relating to the Assets and attributable to periods of time prior to the Effective Time, including audit rights; (i) all privileged attorney-client (i) communications and (ii) other documents (other than title opinions); (j) all materials and information that cannot be disclosed to Assignee as a result of confidentiality obligations to third parties; (k) all amounts paid by third parties to Assignor or its Affiliates as overhead for periods of time accruing prior to the date hereof under any joint operating agreements burdening the Assets; and (l) any matter required to be excluded pursuant to the provisions of Section 2.1(h) of this Assignment.

Excluded Assets. Other than the Transferred Assets subject to Section 2.02, Buyer expressly understands and agrees that it is not purchasing or acquiring, and Sellers and/or their respective Subsidiaries are not selling or assigning, any other assets or properties of Sellers or their respective Subsidiaries, and all such other assets and properties shall be excluded from the Transferred Assets (the “Excluded Assets”). For the avoidance of doubt, notwithstanding anything in Section 2.02, Excluded Assets shall include (and the Transferred Assets shall exclude) the following assets and properties of Sellers and their respective Subsidiaries: (a) all cash and cash equivalents (including other investment assets), bank accounts and securities of Sellers or their respective Affiliates; (b) other than the Transferred Contracts, all Contracts to which any Seller or its Affiliates is a party, including all employment agreements of Business Employees; (c) other than the Transferred Intellectual Property, all other Intellectual Property owned or held for use by any Seller or its Affiliates and its and their Third Party licensors; (d) the corporate seals, organizational documents, minute books, stock books, Tax Returns, books of account or other records having to do with the corporate organization of Sellers or their Affiliates (other than the Purchased Subsidiary), all employee-related or employee benefit-related files or records, other than personnel files of Transferred Employees (to the extent the transfer thereof is permitted by applicable Law), and any other books and records which a Seller is prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retain; (e) all insurance policies and insurance contracts insuring the Business or the Transferred Assets that are arranged or maintained by Sellers or any of their respective Affiliates, including any prepaid insurance premiums or insurance recoveries thereunder and the right to assert claims with respect to any such insurance recoveries, whether arising before or after Closing; (f) all rights, claims and credits (including all guarantees, warranties, indemnities and similar rights) of Sellers or any of their respective Affiliates to the extent relating to any Excluded Asset or any Excluded Liability, including any and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Exclu...

Excluded Assets. Notwithstanding anything in Section 2.01(a) to the contrary, the Sellers are not selling, and the Buyer expressly understands and agrees that the Buyer is not buying, any assets and properties of the Sellers other than those specifically listed or described more generally in Section 2.01(a), and, without limiting the generality of the foregoing, the term “Transferred Assets” shall expressly exclude the following assets and properties of the Sellers and their Affiliates, all of which shall be retained by the Sellers and their Affiliates (the “Excluded Assets”): (i) other than as described in Section 2.01(a)(xv) or Section 2.01(a)(xvi), all cash, cash equivalents or marketable securities of the Sellers and their Affiliates on hand or held by any bank or other third Person and all rights to any bank accounts of the Sellers and their Affiliates; (ii) all raw materials, work in process and, other than packaging materials and products used for repacking operations, packaging materials of the Business; (iii) all accounts receivable of the Sellers and their Affiliates (including all such accounts receivable earned or accrued as of 11:59 p.m. Eastern Time on the Closing Date), and any loans and advances by the Sellers; (iv) all franchise rights, if any, and, except for the Transferred Licensed Intellectual Property, all Intellectual Property owned by, licensed to or otherwise authorized for use by the Sellers or any of their Affiliates; (v) except as set forth in Section 2.01(a)(i) of the Disclosure Schedule, all of the Sellers’ right, title and interest in owned and leased real property and other interests in real property including all such right, title and interest under each real property lease pursuant to which any Seller leases, subleases (as sub-landlord or sub-tenant) or otherwise occupies any such leased real property, together in each case with the Sellers’ right, title and interest in, to and under all structures, facilities or improvements currently or as of the Closing Date located on any such real property and all easements, licenses, rights and appurtenances related to the foregoing; (vi) all Tax Returns (other than Tax Returns related solely to the Business or the Transferred Assets, except that the Sellers and their Affiliates will retain all federal and state income Tax Returns, regardless of whether such income Tax Returns are related to the Business) and Tax Assets; (vii) any employee benefit plans, programs, arrangements and agreements (includi...