Excluded Assets Clause Samples

Excluded Assets. Except to the extent expressly set forth in a separate written agreement executed between Sellers and Purchaser making specific reference to this Agreement, Sellers and Purchaser expressly understand and agree that Sellers are not hereunder selling, assigning, transferring, conveying or delivering to Purchaser any assets, properties, rights, contracts or claims other than the Assets, including without limitation any of the following (collectively, the “Excluded Assets”): (a) All minute books and other corporate records of any Seller and its affiliates; (b) All insurance policies and proceeds thereof payable to a Seller or its affiliates (except to the extent of, and subject to, the provisions of this Agreement regarding a casualty loss to the Locations following the date hereof); (c) All cash, cash equivalents, refunds and accounts receivable of a Seller and its affiliates; (d) All tax refunds, credits and benefits with respect to the Assets to the extent the same relate to periods before the Closing; (e) Sellers’ beer permits and lottery agreements; (f) All trademarks, patents, copyrights and other intellectual property of a Seller and its affiliates, except the trade names “Zoomerz,” “Zoomerz Freezie,” “The Original Energy Drink,” “PureJava,” and “Pure Java the Original Energy Drink” and all derivatives thereof, and any and all related trademarks and trade dress, which are being conveyed to Purchaser as set forth in Section 1.1(g) above; (g) All deposits and prepaid expenses for which a Seller is not given credit pursuant to Section 4.7 hereof; (h) All properties, assets, rights and business interests of Sellers and their respective affiliates situated at sites other than the Locations; (i) All personal property owned by any third-party at the Locations as particularly identified on Schedule 1.2(i) as being vendor supplied or leased (the “Excluded Personal Property”); (j) All reimbursements to which any Sellers are entitled under any state petroleum storage tank fund for Remedial Measures (as defined in Section 8.7 below) previously paid for or accrued by Sellers for claims relating to a Location; (k) All records, files, ledgers, journals, tax returns, tax records, business and financial records, and the like of each Seller (excluding the Books and Records); (l) ▇▇▇▇▇▇ Petroleum’s wholesale gas distribution business, including its consignment sales operations, and all assets thereof, the Subway restaurants operated by ▇▇▇▇▇▇ Petroleum and all assets ther...

Excluded Assets. The Buyers and the Sellers expressly understand and agree that, notwithstanding anything to the contrary contained herein, the following assets and properties of the Sellers (the “Excluded Assets”) shall be excluded from the Purchased Assets and shall remain assets and properties of the Sellers or their Affiliates following the Closing: (a) all of the cash and cash equivalents of the Sellers on hand (including all cash, cash equivalents and working funds in cash registers at each Facility) and in banks (including the underlying bank accounts, including in escrow accounts (other than as expressly provided herein)) as determined in accordance with GAAP as of the Effective Time; (b) all accounts receivable relating to the Business owed to the Sellers or any of their Affiliates having dates of service prior to the Closing Date, including payor or patient reimbursement, credit card monies due and owing, accruing to, or held for, the benefit of the Sellers or their Affiliates, including, without limitation, all uncollected receivables remaining under BioScrip’s terminated contract with the Centers for Medicare and Medicaid Services for the Competitive Acquisition Program for Part B Drugs and Biologics and other receivables as may be due from vendors, suppliers and other third parties (the “Accounts Receivable”); (c) all Medicare and Medicaid supplier agreements and supplier numbers (and any and all liabilities associated therewith); (d) all insurance policies relating to the Business, any Employee Plan, or the Purchased Assets, and any dividends or claims payable in respect thereof; (e) any refund or credit of Taxes to the extent attributable to (i) the Business or the Purchased Assets for any Pre-Closing Tax Period or (ii) any Taxes for which the Sellers are responsible hereunder, including any Taxes described in Section 1.04(f) or (h); (f) equipment used in the Business and owned by third parties who are not affiliated with the Sellers and the leased equipment located at or used in the Facilities, in each case, other than operating leases included among the Assigned Contracts, in each case as identified in Section 1.02(f) of the Disclosure Letter; (g) all computer hardware and software owned or used by the Sellers or their Affiliates and not used in connection with the ownership or operation of the Business or the Purchased Assets as well as those assets disclosed in Section 1.02(g) of the Disclosure Letter; (h) all contracts, agreements, leases, licenses, com...

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. It is expressly agreed that Seller shall retain and Buyer shall not acquire the following assets on the date hereof or as of the Closing Date (the “Excluded Assets”): (a) All Cash and all cash-like assets; (b) All deposits (other than the Security Deposits, if any), accounts receivable and other amounts due from any Person to Seller relating to the period prior to the Closing Date; (c) All minute books, charter documents, stock record books, books and records pertaining to the organization, existence or capitalization of Seller, including, for the avoidance of doubt, all financial, accounting and Tax records of or relating to Seller; provided that all such items relating to the Assets shall not be deemed Excluded Assets; (d) All books and records relating solely to any Excluded Assets; (e) All assets consumed or otherwise disposed of by Seller in the ordinary course of business and in accordance with this Agreement prior to the Closing; (f) All prepaid assets or refunds or credits of Taxes for any period prior to the Closing Date; (g) All cash reserves of Seller held by its existing lenders, including, without limitation, capital expenditure, property tax and insurance reserves; and (h) Legal names of Seller in order to finish cost reports, tax returns and other reporting requirements, but not to conduct business; (i) All of Seller’s interest in vehicles and other assets specifically listed on Schedule 3.2(i); (j) That certain cellular telephone titled in the name of Seller and utilized by ▇▇▇▇▇ ▇▇▇▇▇▇, an owner of Seller. Notwithstanding the foregoing, on or before the Closing Date, Buyer may request copies of those certain photographs and portraits set forth on Schedule 3.2(i) (the “Family Photo Copies”), which copies shall be prepared by Seller at Buyer’s cost and expense and provided to Buyer on or before the Closing Date.

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...

Excluded Assets. Notwithstanding anything in Section 2.2 to the contrary, it is hereby expressly acknowledged and agreed that the Business Assets shall not include, and Seller is not selling, conveying, assigning, transferring or delivering to Buyer, and Buyer is not purchasing, acquiring or accepting from Seller, any of the rights, properties or assets set forth or described in paragraphs (a) through (f) below (the rights, properties and assets expressly excluded by this Section 2.3 from the Business Assets being referred to herein as the “Excluded Assets”): (a) all cash, cash equivalents, receivables owed to Seller, bank deposits or similar cash items of Seller whether or not arising from the conduct of the Business; (b) all rights to and under insurance policies of Seller, including rights of proceeds thereunder; (c) all (i) confidential personnel records pertaining to any Business Employee; (ii) all records prepared in connection with the sale of the Business Assets; and (iii) other books and records that Seller is required by Law to retain or that Seller determines are necessary or advisable to retain; provided, however, that Buyer shall have the right to make copies of any portions of such retained books and records that exclusively relate to the Business Assets (subject to clause (i)); (d) any claim, right or interest of Seller in or to any refund, rebate, abatement or other recovery for Taxes, including those attributable to the Business Assets, together with any interest due thereon or penalty rebate arising therefrom; (e) all rights, claims or causes of action of Seller arising under this Agreement, the Ancillary Agreements, the Warrant and the Support Agreements; and (f) all rights and interests to and under the assets set forth on Schedule 2.3(f).

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. Other than the Purchased Assets, neither the Seller nor its Subsidiaries shall sell, transfer, assign or deliver to Purchaser any of its rights, titles to or interests in any of its other assets (the “Excluded Assets”) which are not part of the sale and purchase contemplated hereunder, are excluded from the Purchased Assets, and shall remain the property of the Seller after the First Closing and the Second Closing. The Excluded Assets include the following assets of the Seller or its Subsidiaries: (a) the Excluded Products; (b) the Intellectual Property Rights and other proprietary rights of the Seller embodied solely in or associated solely with the Excluded Products and/or the IPLEX™ EAP; (c) each Contract, and any verbal or written agreement to enter into a Contract, that any of the Seller or its Subsidiaries is a party to or bound by with respect to the Excluded Products, including any Contract that would obligate the Seller or its Subsidiaries to (i) research, develop, manufacture, supply or commercialize any Excluded Product, or any derivative product, for any indication, (ii) seek approval from the FDA or any other Regulatory Authority with respect to any Excluded Product or (iii) conduct clinical trials with respect to any Excluded Product or provide patients with access to any Excluded Product, including the IPLEX™ EAP; (d) all cash, cash equivalents and short term investments; (e) assets located at the Seller’s corporate headquarters in Richmond, Virginia, including all minute books, stock records and corporate seals, to the extent that such Richmond assets are not otherwise included in clauses (a) – (p) of the definition of the Purchased Assets; (f) all personnel records and other records that the Seller is required by Law to retain in its possession (provided copies of any such records shall be provided to the Purchaser at the Second Closing, to the extent permitted by Law); (g) all claims for refund of Seller's Taxes; (h) all rights of the Seller under this Agreement or any other agreement, instrument, certificate or document required to be delivered to the Seller at the Second Closing pursuant to Section 5.5; and (i) the property and assets expressly designated in Section 1.3(i) of the Seller Disclosure Schedule.

Excluded Assets. Notwithstanding anything to the contrary contained herein, the Station Assets shall not include the following assets or any rights, title and interest therein (the “Excluded Assets”): (a) all cash and cash equivalents of Seller, including without limitation certificates of deposit, commercial paper, treasury bills, marketable securities, money market accounts and all such similar accounts or investments; (b) all tangible and intangible personal property of Seller retired or disposed of between the date of this Agreement and Closing in accordance with Article 4; (c) all Station Contracts that are terminated or expire prior to Closing in accordance with Article 4; (d) Seller’s corporate and trade names unrelated to the operation of the Stations (including the name “Emmis”), charter documents, and books and records relating to the organization, existence or ownership of Seller, duplicate copies of the records of the Stations, and all records not relating to the operation of the Stations; (e) all contracts of insurance, all coverages and proceeds thereunder and all rights in connection therewith, including without limitation rights arising from any refunds due with respect to insurance premium payments to the extent related to such insurance policies; (f) all pension, profit sharing plans and trusts and the assets thereof and any other employee benefit plan or arrangement and the assets thereof, if any, maintained by Seller; (g) the Stations’ accounts receivable and any other rights to payment of cash consideration (including without limitation all rights to payments under the Stations’ network affiliation agreements, whether or not offset) for goods or services provided prior to the Effective Time (defined below) or commencement of the LMA (defined below), as applicable (the “A/R”); (h) any computer software and programs used in the operation of the Stations that are not transferable; (i) all rights and claims of Seller, whether mature, contingent or otherwise, against third parties with respect to the Stations and the Station Assets, to the extent arising during or attributable to any period prior to the Effective Time; (j) all deposits and prepaid expenses (and rights arising therefrom or related thereto), except to the extent Seller receives a credit therefor under Section 1.7; (k) all claims of Seller with respect to any tax refunds; (l) computers and other assets located at the Emmis Communications Corporation headquarters, and the centralized server fac...