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 anything in this Agreement to the contrary, except for the Purchased Assets, all other assets, properties or rights (including Contracts), wherever located, whether real, personal or mixed, tangible or intangible, of the Seller Entities, the Rexam Entities and each of their respective Affiliates (provided, however, that for purposes of this Section 1.2 (except Section 1.2(c), 1.2(d), 1.2(j), 1.2(m), 1.2(n), 1.2(o) and 1.2(p)), no Purchased Entity shall be considered an Affiliate of Seller, Rexam, or any of their other Affiliates that is not a Purchased Entity) (collectively, and including the assets listed below, the “Excluded Assets”) shall be retained by the Seller Entities, the Rexam Entities and each of their respective Affiliates, and shall be excluded from the Purchased Assets, including the Seller Entities’, the Rexam Entities’ and each of their respective Affiliates’ right, title and interest to, the following assets, properties and rights: (a) any and all cash and Cash Equivalents; (b) any and all Accounts Receivable (other than Accounts Receivable of the Purchased Entities); (c) the equity, equity participation, voting rights or other participations and interests in the entities listed on Schedule 1.2(c) held by the Purchased Entities as of the date of this Agreement (the “Excluded Entities”) and transferred to Seller, Rexam or one or more of their respective Affiliates that is not a Purchased Entity in accordance with the Restructuring Steps Plan; (d) the assets owned by the Purchased Entities as of the date of this Agreement and to be transferred to Seller, Rexam or one or more of their respective Affiliates that is not a Purchased Entity in accordance with the Restructuring Steps Plan; (e) (i) any and all Tax refunds and prepayments of Excluded Taxes and (ii) any net operating losses or other tax attributes of Seller or its Affiliates related to any Pre-Closing Tax Periods; (f) any and all Tax Returns except as set forth in Section 1.1(b)(iii)(B); (g) any and all Real Property other than the Business Real Property; (h) any and all Business Permits and Environmental Permits except as set forth in Section 1.1(b)(vi) and any Permits other than Business Permits; (i) any and all assets and rights related to Employee Benefit Plans (except as set forth in Section 1.1(b)(ix)); (j) except as set forth on Schedule 4.8, any and all insurance policies (including self-insurance arrangements) and all rights and proceeds thereunder, whether o...

Excluded Assets. The Acquired Assets shall not include any of the following (collectively, the “Excluded Assets”): (a) the Purchase Price delivered to Sellers pursuant to this Agreement; (b) all cash and cash equivalents, including checks, commercial paper, treasury bills, certificates of deposit and other bank deposits as of the Closing Date, in each case excluding any item described in Section 2.1(ii)(m) and excluding any deposit amounts included in Pre-Paid Expenses; (c) all Owned Real Property not listed or described on Schedule 2.1(d) and not otherwise comprising any portion of the Facilities or the Office Building (it being understood that it is the intention of Sellers to convey to Buyer all real property and interests in real property comprising any portion of the Facilities and the Office Building); (d) subject to Section 7.15, all oil extraction equipment described on Schedule 2.2(d); (e) all Trade Secrets; (f) all capitalized leases; (g) any shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiaries or any securities convertible into, exchangeable or exercisable for shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiaries; (h) all minute books, stock ledgers, corporate seals and stock certificates of Sellers; (i) any Contract that is not an Assigned Contract; (j) any Lease that is not an Assigned Lease; (k) any refunds of Taxes paid by Sellers with respect to a Pre-Closing Tax Period and not otherwise reimbursed by Buyer hereunder; (l) all Accounts Receivable; (m) all insurance policies and rights to proceeds thereof; (n) all telephone, telex and telephone facsimile numbers and other directory listings, other than telephone, telex and facsimile numbers specific exclusively to the Facilities and included in Acquired Assets pursuant to Section 2.1(n); (o) all Permits and pending applications therefor other than those specified in Section 2.1(ii)(f); (p) any properties and assets of the Company or VeraSun Marketing, LLC, a Delaware limited liability company, not related exclusively to, used exclusively in or held for use exclusively in the Business, other than those specifically identified as included in “Acquired Assets” in Section 2.1(ii); (q) all Excluded Deposits; (r) shares of capital stock of Qteros (formerly SunEthanol) owned by Sellers (the “Qteros Shares”); provided that, if Buyer so requests by notice to Sellers not later than ten (10) days prior to the Sale Hearing (the “Qteros Opt...

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. Other than the Purchased Assets specifically described in Section 1.1, Buyer understands and agrees that it is not purchasing, and the Sellers are not selling or assigning, any other assets (including, other than as provided in Sections 1.1(c) or (d), any trademarks, service marks, tradenames, service names, logos, product or service designations, slogans, patents, copyrights, inventions, trade secrets, know-how or proprietary design or process) or properties of the Sellers or their Affiliates, and all such other assets and properties (including any Excluded Records) shall be excluded from the Purchased Assets (collectively, the “Excluded Assets”). The Parties acknowledge that the Excluded Assets include without limitation: (a) all cash (other than the cash transferred and delivered to Buyer pursuant to Section 1.8(a)), cash equivalents, investments and any associated bank accounts, deposit accounts and similar accounts, and any accounts receivable of the Sellers or their Affiliates; (b) all Claims of the Sellers or their Affiliates for refunds of, credits attributable to, loss carryforwards with respect to, or similar Tax assets relating to (i) Income Taxes imposed by any applicable Laws on Sellers or their Affiliates, and (ii) Taxes that are Seller Taxes; (c) all Claims, actions, deposits, prepayments, refunds, causes of action, choses in action, rights of recovery, rights of setoff and rights or recoupment of any kind or nature related to the Excluded Assets or the Excluded Liabilities; (d) all insurance policies and any Claims and rights thereunder of the Sellers or their Affiliates; (e) each account receivable of the Business under which the Sellers have delivered the products relating thereto prior to the date hereof, including those set forth on Schedule 1.2(e).

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. 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 the foregoing, the Purchased Assets shall not include any of the following assets (collectively, the “Excluded Assets”): (a) Any cash or cash equivalents of Seller, excluding cash received on account of advance ▇▇▇▇▇▇▇▇ that constitute a Purchased Asset in accordance with Sections 2.01(g) above; (i) Any and all Accounts Receivable (collectively, the “Seller Accounts Receivable”) and (ii) cash received after the Closing Date related to the portion of the unbilled revenue of Seller (such portion being the “Seller Unbilled Revenue”) from the Seller Contracts with customers and/or Customer Relationships that (x) relate to media (other than broadcast TV) that ran on or prior to the date of this Agreement and (y) relate to broadcast TV media that ran on or prior to November 28, 2021, including but not limited to commissions, generated, but not collected as of the date hereof; (c) (i) the portion of prepaid expenses (other than prepaid media expenses) under Seller Contracts with vendors that relates to the period on or prior to the date of this Agreement and (ii) the portion of prepaid media expenses that relates to media that runs, on or prior to the date of this Agreement; (d) any right or interest of Seller to any federal, state or local tax refund; (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 benefit-related files or records, any confidential personnel records of Seller consultants or employees; (f) all insurance policies of Seller and all rights to applicable claims and proceeds thereunder; (g) all rights which accrue or will accrue to Seller under this Agreement or any Ancillary Document; and (h) Any other assets not included in Section 2.01 above.

Excluded Assets. Notwithstanding any term herein to the contrary, neither Seller is selling, assigning, transferring, or delivering to Purchaser, and Purchaser is not purchasing, accepting, or acquiring from Sellers, any assets other than those assets specifically set forth in Section 1.1 herein. Specifically, the Acquired Assets exclude without limitation: (a) any cash, cash equivalents, or short-term investments of Sellers, except as specifically set forth in Section 1.1(d); (b) any rights of either Seller under this Agreement (or any other agreement between Purchaser and a Seller entered into on or after the Effective Date); (c) any capital stock of either Seller or its subsidiaries; (d) all of each Seller’s corporate minute books and related records (including its Certificate or Articles of Incorporation, qualifications to conduct business as a foreign corporation, arrangements with registered agents relating to foreign qualifications, taxpayer and other identification numbers, seals, stock transfer books, blank stock certificates, and other documents relating to the organization, maintenance and existence of Seller as a corporation); (e) all of the intercompany loans and accounts receivable between Sellers; (f) any receivable or payable of either Seller relating to state or federal taxes and any rights of either Seller under any tax returns and related tax records; (g) any other receivable of either Seller, except to the extent (i) of receivables or amounts due and unpaid which relate to customer services which services were rendered on or after the Effective Date or Software for periods on or after the Effective Date under the Assumed Contracts or Acquired Assets or (ii) as expressly provided in Section 8.3(b); (h) any corporate names of either Seller (for use as corporate names rather than in trademarks or service marks) and Primal’s “Primal Solutions No IP Transaction Left Behind” trademark (Serial No. 78729753), starburst design (Serial No. 78729726), and “No IP Transaction Left Behind” trademark (Serial No. 78725977); (i) any computer software used by either Seller in its accounting or general administrative functions, software relating to commercially available software developer licenses for various third-party products, and software licensed from a third-party which is not transferable; (j) all permits and governmental licenses of the Business (including but not limited to Seller’s City of Irvine, California business permit; and its permit with the Orange Coun...