Excluded Assets Clause Samples

Excluded Assets. Other than the Purchased Assets subject to Section 2.4, Acquirer expressly understands and agrees that it is not purchasing or acquiring, and Seller is not selling or assigning, any other assets or properties of Seller, and all such other assets and properties shall be excluded from the Purchased Assets (the “Excluded Assets”). Excluded Assets include the following assets and properties of Seller: (a) All cash and cash equivalents, banks accounts and securities of Seller; (b) all Contracts that are not Assigned Contracts; (c) all rights (registered or unregistered) in and to “Crossroads”, “▇▇▇▇▇▇▇▇▇▇.▇▇▇”, and “Crossroads Sphinx”, including any derivations thereof; (d) all Patents; (e) 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 Seller, all employee-related or employee benefit-related files or records, other than personnel files of Transferred Employees, and any other books and records which Seller is prohibited from disclosing or transferring to Acquirer under applicable law and is required by applicable law to retain; (f) all insurance policies of Seller and all rights to applicable claims and proceeds thereunder; (g) all benefit plans and trusts or other assets attributable thereto; (h) all Tax assets (including duty and Tax refunds and prepayments) of Seller or any of its Affiliates; (i) all rights to any action, suit or claim of any nature available to or being pursued by Seller, whether arising by way of counterclaim or otherwise; (j) all assets, properties and rights used by Seller in its businesses other than the Business; (k) the assets, properties and rights specifically set forth on Schedule 2.6(k); (l) the Retained Digital Assets; and (m) the rights which accrue or will accrue to Seller under this Agreement.

Excluded Assets. Seller shall not sell and transfer and shall retain, and Buyer shall not purchase or acquire, all of the following assets and properties of Seller, as follows (collectively, the “Excluded Assets”): (a) All (i) paper stock, forms and other supplies containing any logos, trade name, trademark or service ▇▇▇▇, if any, of Seller, other than all signage included in the Assets and (ii) the specific items of tangible personal property in or at, or affixed to the premises of, the Branches listed on Schedule 1.3(a), other than any such items that Buyer and Seller have mutually agreed to remove from or add to Schedule 1.3(a) following the date hereof, in which case such Schedule delivered on the date hereof, as so modified, shall be deemed to constitute Schedule 1.3(a) for all purposes of this Agreement. (i) All of Seller’s owned or licensed computer software programs and associated licenses (other than manufacturer’s firmware on transferred equipment included in the Personal Property), trade secrets and other intellectual property (other than customer lists for the Branch Offices), (ii) the names “First Bank” and “First Banks,” (iii) the names, descriptions and identifications of all account types and other products offered by Seller (whether or not offered at the Branch Offices) and (iv) all logos, service marks, trade names and trademarks, advertising materials, slogans and any similar items used by Seller in connection with its business, whether or not such is copyrighted or registered. (c) The Excluded Loans and any other non-performing loans as of the date hereof at the Branch Offices that are not listed on Schedule 1.1(d). (d) Any other assets or properties of Seller not included in the Assets, including all non-divested branches of Seller. (e) All assets, rights and interests of Seller relating to the Branches in respect of Fiduciary Relationships, except for the Deposits in respect of ESAs, IRAs and ▇▇▇▇▇ Accounts included in the Assets or Assumed Liabilities as contemplated by Section 7.4.

Excluded Assets. The Purchased Assets do not include, and Seller and its Affiliates shall reserve and retain all assets and properties of Seller and its Affiliates that are not, Purchased Assets, including the following assets (all assets excluded pursuant to this Section 2.2, the “Excluded Assets”); provided, that nothing in this Section 2.2 shall limit Buyer’s rights under the Transition Services Agreement: (a) all Cash and Cash Equivalents; (b) certificates of deposit, shares of stock, securities, bonds, debentures, evidence of Indebtedness, and any other debt or equity interest in any Person; (c) other than the Transferred IT Assets, all assets used by Seller in performing corporate, support, administrative, and other services, whether or not Located Within the Territory; (d) all Benefit Plans and all assets, trusts, and contracts of or relating to the Benefit Plans and all other assets arising out of or directly or indirectly relating to employee benefits or employee benefit or compensation plans, programs, agreements or arrangements maintained or contributed to (or formerly maintained or contributed to) by the Seller or any of its Affiliates or with respect to which the Seller or any of its Affiliates has, or could reasonably be expected to have, any Liability; (e) all IT Assets and related network resources, software, websites and integrated systems, which, for the avoidance of doubt, may also be used in connection with the Business and the operation of the Purchased Assets and may include assets to which the Transferred IT Assets connect or with which the Transferred IT Assets communicate, including all Excluded IT, in each case, other than the Transferred IT Assets; (i) all Contracts to which Seller or any of its Affiliates is a party existing as of the date hereof that are not Transferred Contracts (including all Shared Contracts), (ii) any Contract that is entered into after the date hereof that would qualify as a Transferred Contract and of which Seller provides written notice to Buyer, solely in the event Buyer has provided written notice to Seller that it does not desire to include such Contract in the Purchased Assets and (iii) any Contract that is entered into after the date hereof that would not qualify as a Transferred Contract (all of the foregoing, the “Retained Agreements”); (g) any assets that have been disposed of by Seller or its Affiliates in compliance with this Agreement after the Effective Date and prior to the Effective Time; (h) all books and ...

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. Notwithstanding anything to the contrary in this Agreement, the following assets of the Debtors shall be retained by the Debtors and are not being sold or assigned to the Buyer hereunder (collectively, the "EXCLUDED ASSETS"): 2.3.1 any and all rights of the Debtors under this Agreement (including all cash and non-cash consideration payable or deliverable to Debtors) and avoidance claims or causes of action arising under the Bankruptcy Code or applicable state law, including, without limitation, all rights and avoidance claims of Debtors arising under chapter 5 of the Bankruptcy Code; 2.3.2 all Owned Real Property other than the Assumed Owned Real Property; 2.3.3 all Leased Facilities other than the Assumed Facilities; 2.3.4 all Contractual Obligations to which any Debtor is a party or by which any Debtor is bound which are not Assumed Contracts (collectively, the "EXCLUDED CONTRACTS"); 2.3.5 all of the assets set forth on Schedule 2.3.5 attached hereto; provided that the Buyer may amend Schedule 2.3.5 at any time on or before one (1) day prior to the Closing Date in order to exclude from the definition of Acquired Asset any Licensed IP the Debtors use of which is not in compliance with the terms and conditions of any applicable IP License; 2.3.6 income Tax Returns and related materials; 2.3.7 all Tax refunds, rebates, credits and similar items relating to any period, or portion of any period, on or prior to the Closing Date; and 2.3.8 the equity securities of any Debtor.

Excluded Assets. The following assets and properties of WTGS TV, the Seller and their respective Affiliates (whether or not included in the Option Assets) (the “Excluded Assets”) shall not be acquired by Buyer and are excluded from the Station Assets: (a) all of the Cash and Cash Equivalents of WTGS TV, the LIN Companies, the Seller or any of their Affiliates; (b) all bank and other depository accounts of WTGS TV, the Seller, the LIN Companies or any of their Affiliates; (c) insurance policies relating to the Station, and all claims, credits, causes of Action or rights, including rights to insurance proceeds, thereunder; (d) all interest in and to refunds of Taxes relating to Pre-Closing Tax Periods or the other Excluded Assets; (e) any cause of action or claim relating to any event or occurrence prior to the Effective Time (other than as specified in Schedule 2.02(e)); (f) all Accounts Receivable; (g) intercompany accounts receivable and intercompany accounts payable of WTGS TV and its Affiliates and the Seller and its Affiliates; (h) all (i) books, records, files and papers, whether in hard copy or computer format, relating to the preparation of this Agreement or the transactions contemplated hereby, (ii) all minute books and company records of WTGS TV, the LIN Companies, the Seller or any of their Affiliates and (iii) duplicate copies of records of the Station; (i) all rights of Seller arising under this Agreement, the Ancillary Agreements or the transactions contemplated hereby and thereby; (j) any Station Asset sold or otherwise disposed of prior to Closing as permitted hereunder; (k) Contracts that are not Assumed Contracts including, but not limited to, Contracts identified on Schedule 2.02(k) (collectively, the “Excluded Contracts”); (l) other than as specifically set forth in Article VIII, any Employee Plan and any assets of any Employee Plan sponsored by WTGS TV the Seller, the LIN Companies or any of their Affiliates; (m) all Tax records, other than real and personal property and sales and use Tax records; (n) those assets which are listed on Schedule 2.02(n); (o) all of WTGS TV’s or the Seller’s, as applicable, rights, title and interest in and to (i) WTGS TV’s or the Seller’s name, service names and trade names (including, without limitation, the names “▇▇▇▇▇▇▇”, “Media General” or “LIN Media”), (ii) all URLs and internet domain names consisting of or containing any of the foregoing; and (iii) any variations or derivations of, or marks confusingly similar to, ...

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. Except as specifically set forth in the Collateral Agreements and notwithstanding anything in Section 2.1 to the contrary, it is hereby expressly acknowledged and agreed that the Purchased Assets shall not include, and neither Seller nor any Subsidiary is granting, bargaining, selling, transferring, assigning, conveying or delivering to Buyer or a Buyer Designee, and neither Buyer nor any Buyer Designee is purchasing, acquiring or accepting from Seller or any Subsidiary, any of the rights, properties or assets set forth or described in paragraphs (a) through (h) below (the rights, properties and assets expressly excluded by this Section 2.2 or otherwise excluded by the terms of Section 2.1 from the Purchased Assets being referred to herein as the "Excluded Assets"), whether or not any of such assets, properties or rights have any value for accounting purposes or are carried or reflected on or specifically referred to in Seller's or the applicable Subsidiary's financial statements: (a) any of Seller's or any Affiliate of Seller's receivables, cash, cash equivalents, bank deposits or similar cash items, minority investments or employee receivables; (b) any (i) confidential personnel records pertaining to any Business Employee, or (ii) other books and records that Seller or any Affiliate of Seller is required by Law to retain; provided, however, that Buyer shall have the right, to the extent permitted by Law, to make copies of any portions of such retained confidential personnel records and other books and records that relate to the CATV Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees; and (iii) any information management system of Seller or any Affiliate of Seller other than those used or held for use primarily in the operation or conduct of the CATV Business and contained within computer hardware included as a Purchased Asset pursuant to Sections 2.1(a) and (b); (c) any claim, right or interest of Seller or any Affiliate of Seller in or to any refund, rebate, abatement or other recovery for Taxes, together with any interest due thereon or penalty rebate arising therefrom, for any Tax period (or portion thereof) ending on or before the Closing Date; (d) subject to Section 5.8, any rights to, or the use of, the "Agere" or "Agere Systems" trademarks; (e) the Excluded Contracts, the Nonassignable Licenses and the Excluded Leased Equipment; (f) any insurance policies or rights of proceeds thereof; (g) except as specifically p...