Excluded Assets Clause Samples

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 in Section 2.01(a) to the contrary, no Designated Purchaser shall purchase or otherwise acquire any right, title and interest in or to any assets, rights or properties of ▇▇▇▇▇▇, Seller or their respective Affiliates, regardless of kind, description or location or whether tangible or intangible, real, personal or mixed, except for the Purchased Assets (the “Excluded Assets”), including the following: (i) all cash and Cash Equivalents, including any cash or Cash Equivalents residing in any collateral account securing any obligation or contingent obligation; (ii) any and all Accounts Receivable; (iii) any Contracts used in the Triage Business that relate to the division, corporate office, overhead or back-office functions of Seller and its Affiliates; (iv) except to the extent included in the Purchased Assets under Section 2.01(a)(v) or Section 2.01(a)(xviii), any Contracts pursuant to which rights in Intellectual Property are granted to any Asset Seller Entity, including Contracts described on Schedule 2.01(b)(iv); (v) all Intellectual Property other than (A) the Transferred Intellectual Property, and (B) the Additional Assigned Intellectual Property; (vi) the machinery, equipment, mechanical and spare parts, supplies, tools, tooling, jigs, molds, dies, production supplies, samples, media and fixtures described on Schedule 2.01(b)(vi); (vii) all current and prior insurance Contracts and all rights of any nature with respect thereto, including all insurance proceeds received or receivable thereunder; (viii) all owned or leased desktop computers, laptops, tablets, mobile phones and similar assets primarily used by employees of Seller or its Affiliates other than the Transferred Employees; (ix) all other Information Technology Assets other than those described in Section 2.01(a)(xviii) or Section 2.01(a)(xix); (x) all assets of any Seller Plan or any similar benefit plan, program or arrangement that is maintained or contributed to by any Seller or Affiliate of Seller; (xi) subject to the provisions of Article VIII, any right to any refund or credit with respect to Taxes relating to any Pre-Closing Tax Period; (xii) the Registrations used in the manufacturing of the Products set forth on Schedule 2.01(b)(xii); (xiii) all claims, counterclaims, causes of action, choses in action, rights of recovery, and rights of set-off of any kind (including all damages and payments for past, present or future infringement or misappropriation of Intell...

Excluded Assets. (a) Without limiting the generality of the foregoing, Seller (or an applicable Seller Company) shall retain and not sell, convey, transfer or deliver to Buyer, and Buyer shall not purchase or have any rights in, the following assets and properties (collectively, the “Excluded Assets”): (i) All cash, cash equivalents, cash deposits (other than those included in the Assets), bank accounts, certificates of deposit, savings and other similar cash or cash equivalents of every kind, nature, character and description; (ii) Any accounts receivable in respect to the Assets or the Operations for periods ending prior to the Effective Time; (iii) All Intellectual Property of the Seller Companies or any Third Party Intellectual Property (including the Intellectual Property expressly excluded from the Process Control Domain), other than the Intellectual Property included in the Process Control Domain or as expressly and non-exclusively licensed to Buyer pursuant to the Shell Refinery Process License Agreement or the Shell Software License Agreement; (iv) All Multi-Site Framework Contracts and any other contract, agreement, commitment, lease or other Obligation or arrangement (whether written or oral), including those described in Schedule 2.02(a)(iv), and any Contracts not assigned to Buyer pursuant to Section 8.02 (collectively, the “Excluded Contracts”); (v) General books and records that comprise a Seller Company’s permanent accounting or Tax records to the extent excluded from the Refinery Books and Records; (vi) Actions, deposits, prepayments, refunds, causes of action, rights of recovery defenses, rights of setoff, counterclaims or rights of recoupment of any kind or nature (including any such item relating to Taxes), in each case to the extent attributable to the Excluded Assets or the Retained Liabilities; (vii) Without duplication of clause (vi), any Claim, right or interest in or to any refund, rebate, abatement or other recovery of Taxes to the extent that such Taxes are allocated to Seller pursuant to ARTICLE XV or to the extent that such Taxes are part of the Retained Liabilities; (viii) All of the Seller Companies’ rights to causes of action, lawsuits, Judgments, Claims and demands of any nature, for Losses suffered by any Seller Company during such Seller Company’s ownership, operation or use of the Assets, and for any Retained Liabilities; (ix) All Permits of the Seller Companies that are not assigned to or otherwise transferable to Buyer pursuant to Sec...

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. 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. 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. 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. The Parties expressly understand and agree that the following assets and properties of Seller and the Retained Subsidiaries (the “Excluded Assets”) shall be excluded from the Purchased Assets: (a) all cash and cash equivalents on hand and in banks (except as otherwise included in the calculation of Final Closing Net Working Capital); (b) all bank accounts; (c) all of Seller’s Intellectual Property Rights not primarily used or held for use in the conduct of the Business, or the ▇. ▇. ▇▇▇▇▇ Trademarks, or as otherwise set forth in Schedule 2.03(c) (the “Excluded Intellectual Property Rights”); (d) all Business Records prepared in connection with this Agreement or the transactions contemplated hereby, all minute books, corporate records (such as stock registers) and Organizational Documents of Seller and the Retained Subsidiaries, Tax Returns, other Tax work papers, and all other Business Records not primarily related to the Business; (e) except for any Contract which constitutes a Purchased Contract, all assets, Contracts, rights, interests, properties used or held for use in the conduct of any Retained Business; (f) all rights of Seller or any of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated thereby; (g) all assets sold or otherwise disposed of in compliance with the terms of this Agreement during the period from the date hereof until the Closing Date; (h) all real property other than the Owned Real Property and all rights under leases or subleases of real property other than the Leased Real Property; (i) all tangible personal property and interests therein, including machinery, equipment, furniture, office equipment, communications equipment, vehicles, storage tanks, spare and replacement parts, fuel and other tangible property (including all interests in personal property underlying capital leases) not located at the Real Property or otherwise not used or held for use primarily in the conduct of the Business; (j) all assets of or under any Employee Plan, other than as expressly set forth in Section 7.02; (k) all insurance policies and all rights, claims, credits or causes of action thereunder other than those rights established pursuant to Section 5.22 under the Products Liability Policies; (l) all assets with respect to Income Taxes; (m) all assets with respect to Non-Income Taxes except to the extent included in the calculation of Final Closing Net Working Capital; (n) all Trade Intercompany Accounts ...

Excluded Assets. Except to the extent listed on Section 1.1(ii) or 1.1(iv) of the Seller Disclosure Schedule, the Acquired Assets shall not include any of the following assets (collectively, the “Excluded Assets”): (a) intercompany assets and assets (including all rights, properties, claims and Contracts) utilized primarily in any business other than the Business; (b) capital stock owned by the Seller other than the Equity Interests; (c) cash and cash equivalents or similar type investments, bank accounts, certificates of deposit, Treasury bills and other securities and any proceeds therefrom and all accounts receivable relating to products shipped, or services performed, by the Business prior to the Closing Date; (d) rights relating to deposits and prepaid expenses and claims for refunds and rights to offset in respect thereof; (e) any current Taxes receivable, deferred Tax assets and prepaid Taxes, Tax payments due from Affiliates, and entitlements to refunds or credits for Taxes of the Seller; (f) all Contracts other than the Assumed Contracts; (g) all Intellectual Property of the Seller that is not specifically addressed by the Intellectual Property Agreement, including without limitation any Trademarks comprising or containing the terms “JDS Uniphase” or “JDSU” (subject to Section 5.7); (h) all real property, including all buildings, structures, fixtures and other improvements situated thereon; (i) all claims, demands, deposits, refunds, rebates, causes of action, choses in action, rights of recovery, rights of set-off and rights of recoupment to the extent relating to any of the Excluded Assets or Excluded Liabilities; (j) the corporate charter, qualifications to conduct business as a foreign corporation, arrangements with registered agents relating to foreign qualifications, taxpayer and other identification numbers, seals, minute books, stock transfer books, shares of capital stock, blank stock certificates and other documents relating to the organization, maintenance and existence of the Seller as a corporation; (k) all personnel records and other records that the Seller is required by law to retain in its possession or is not permitted under law to be provided to the Buyer; (l) all rights in connection with, and assets of, any Benefit Plans; (m) all insurance policies and rights thereunder; (n) all rights of the Seller under this Agreement, or the transactions contemplated hereunder and thereunder; and (o) all records prepared in connection with the sale of the B...