Excluded Assets Clause Samples

Excluded Assets. Notwithstanding anything herein to the contrary, from and after the Closing, Seller and its Affiliates shall retain, and there shall be excluded from the sale, conveyance, assignment or transfer to Buyer hereunder, and the Transferred Assets shall not include, any of the Friendco Transferred Assets (except as set forth in Section 5.15) or the following Assets (collectively, the “Excluded Assets”): (a) all Assets with respect to Taxes (including duty and tax refunds and prepayments) and net operating losses of Seller or any of its Affiliates; (b) except to the extent set forth in Section 5.1(d), all Tax Returns of Seller or any of its Affiliates and all Books and Records (including working papers) and tax software to the extent directly related thereto; (c) all insurance policies and rights thereunder other than the Insurance Claims; (d) all credits, prepaid expenses, deferred charges, advance payments, security deposits and prepaid items, in each case, only to the extent related to any Asset that is not a Transferred Asset; (e) all cash and cash equivalents, except for the Transferred Cash; (f) all Intercompany Receivables; (g) all Contracts (including all Third Party Confidentiality Agreements) other than Assigned Contracts; (h) (i) any Owned Real Property that, and any lease (other than a lease designated by Buyer as an Assigned Contract) for real property that, (A) is vacant, (B) contains only inactive headends, inactive hubsites or inactive optical transition nodes or (C) is solely residential in nature and (ii) the Owned Real Property set forth on Schedule 2.2(h) of the Seller Disclosure Schedule; provided, however, that, from time to time prior to the Closing but no later than ten Business Days prior to the Closing, Buyer may designate any other Owned Real Property to be included on such Schedule 2.2(h) of the Seller Disclosure Schedule; (i) all Programming Agreements (other than any retransmission consent agreement that is an Assigned Contract); (j) all Assets listed on Schedule 2.2(j) of the Seller Disclosure Schedule; (k) (i) all claims (and proceeds related thereto) set forth on Schedule 2.2(k) of the Seller Disclosure Schedule relating to (A) the Rigas Litigation or (B) the Designated Litigation, (ii) all other claims (and proceeds related thereto) that Seller or any of its Affiliates may make after the date hereof to the extent not affecting any Specified Business (including any Transferred Asset or Assumed Liability) in any material respect an...

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. Notwithstanding anything in this Agreement to the contrary, Guarantor and its Subsidiaries shall retain, and the Transferee shall not acquire, any direct or indirect right, title and interest in and to, any assets, properties, claims and rights of Guarantor or its Subsidiaries other than the Transferred Assets (all such assets, properties, claims and rights, collectively, the “Excluded Assets”), including, for the avoidance of doubt: (a) any refunds, credits, overpayments or other recoveries of, against or in respect of any Taxes imposed on or with respect to the Transferred Assets for a Pre-Closing Tax Period or any Taxes of or imposed on Transferor or any of its Affiliates; (b) Tax Returns and other books and records related to Taxes paid or payable by Transferor or any of its Affiliates; (c) any Contracts, other than the Transferred Contracts (including the portion of Shared Contracts not required to be or otherwise not assigned, transferred and conveyed to Transferee); (d) any accounts receivable or other receivables; (e) any Information Technology or other tangible personal property other than the Transferred Tangible Personal Property and Transferred Software; (f) any Intellectual Property Rights other than Transferred IP Rights; (g) any data other than database schema, or database structures, included in the Transferred Software; (h) any Software that is not Transferred Software (it being understood that Guarantor and its Subsidiaries may retain copies of any such Transferred Software solely to the extent that it is licensed pursuant to Section 5.13 hereof); (i) all indemnity rights and other claims and actions arising out of occurrences before or after the Closing to the extent primarily arising out of or that primarily relate to any of the Excluded Assets or Retained Liabilities, whether arising by way of counterclaim or otherwise; (j) all rights or claims that accrue or will accrue to Transferor under this Agreement or any other Transaction Document; and (k) any assets, properties, claims or rights of any operations, functions or businesses of Guarantor or any of its Subsidiaries to the extent not involved in the Mortgage Servicing Platform.

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. 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. Notwithstanding anything to the contrary --------------- provided for in this Agreement, the Purchased Assets shall in no event include the following: (i) the tangible and intangible assets (including accounts receivable from the sale of the systems described below and related cutting and delivery equipment sold as part of such systems) which relate solely to ▇▇▇▇▇▇▇ System 2000 (Flexo Printing System, consisting of the infeed unit, the flexographic print units with associated dryers, the midpress (outfeed) unit and electrical specification and software related to these units) and System 9000 (narrow Web-Rotogravure Printing System, consisting of the infeed unit, the rotogravure print units with associated dryers and electrical specification and software related to these units), the engineering drawings for both systems, and the spare parts used solely on these two systems), as further described in Schedule 1.03 attached hereto; (ii) the excluded intellectual property rights ------------- identified in Schedule 1.02(i); (iii) all rights of Seller arising under this ---------------- Agreement and the consummation of the transactions contemplated hereby; (iv) all cash, bank deposits and marketable securities of Seller; (v) all corporate minute books, stock records, and tax returns of Seller and such other similar corporate books and records of Seller as may exist on the Closing Date, including records of Seller's Affiliates; provided, however, that Buyer shall be entitled to obtain copies of such records of Seller relating to the Purchased Assets as Buyer may reasonably require in connection with the operation of the Business or use of the Purchased Assets subsequent to the Closing Date; (vi) all interests in and to the corporate names of any Affiliates of Seller (other than the Zerand Division), including ▇▇▇▇▇▇▇ International, Inc. and all variances thereof and all rights to the use of such names as trademarks; (vii) all listings pertaining to any of Seller's Affiliates (other than the Zerand Division) in all telephone books and directories; and stationery, forms, labels, shipping material, catalogs, brochures, artwork, photographs, and advertising and promotional materials relating to Seller and any of Seller's Affiliates (other than the Zerand Division); (viii) all rights to refunds of taxes applicable to periods prior to the Closing Date; (ix) all intercompany receivables from any of Seller or Seller's Affiliates; (x) all assets of Seller not used or us...

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...