Excluded Assets Defined Sample Clauses

Excluded Assets Defined. As used in this Agreement, the term “Excluded Assets” means all assets of Seller that are not expressly stated herein to be Purchased Assets, including those assets related to or otherwise necessary for the conduct of the Business by Seller as of the date of this Agreement that are listed on Schedule 2.3 to the Seller Disclosure Letter and which shall be licensed by Seller to Parent and Buyer pursuant to the Software Distribution and License Agreements (the “Licensed Excluded Assets”). Subject to this Section 2.3, all Excluded Assets will be retained by Seller or its licensors and will not be sold, assigned, transferred or conveyed to Buyer.
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Excluded Assets Defined. “Excluded Assets” means, under and subject to the terms herein, all assets in or to which any Seller has any right, title or interest that are not described in Section 1.1(a) or are otherwise excluded from the Acquired Assets by any other term herein. The Excluded Assets include each item listed below in this Section 1.1(b) (and all right title and interest of any Seller, or any Affiliate of any Seller, in or to any such item listed below):
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Excluded Assets Defined. “Excluded Assets” means:
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Excluded Assets Defined. “Excluded Assets” means each asset of the Seller that is not an Acquired Asset.
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Excluded Assets Defined. As used in this Agreement, "Excluded Assets" ----------------------- means (i) all capital stock, options and other securities of Seller and its Subsidiaries, (ii) all rights, interests and claims of Seller under this Agreement, the Seller Ancillary Agreements (as defined in Section 5.2(a)) and any other agreements between Seller or any of its Affiliates and Buyer or any of its Affiliates, (iii) all corporate minutes and stock books of account of Seller and its Subsidiaries, blank stock certificates, qualifications to conduct business as a foreign corporation, arrangements with registered agents relating to foreign qualifications, taxpayer and other identification numbers, seals and other documents relating to the organization, maintenance and existence of Seller and its Subsidiaries as corporations, (iv) all bank accounts of Seller and its Subsidiaries, (v) all cash and cash equivalents of Seller and its Subsidiaries (other than the Seller Receivables, ----- ---- which are Assets, and the cash to be delivered by Seller to Buyer pursuant to --- Section 7.14(a)), certificates of deposit, bonds, debentures and shares of stock or other equity interests in any Person, (vi) all contracts, agreements, arrangements, commitments and undertakings to which Seller or any of its Subsidiaries is a party or is bound or to which its assets are subject that are not Assigned Agreements, and all rights, interests and claims thereunder and any customer deposits, advances and credits related thereto, (vii) all assets or rights that relate to the employee benefit plans of Seller and its Subsidiaries, (viii) all books and records relating to the employees of Seller and its Subsidiaries, and (ix) all nontransferable Governmental Permits.
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Related to Excluded Assets Defined

  • Excluded Assets Notwithstanding the foregoing, the Purchased Assets shall not include the following assets (collectively, the “Excluded Assets”):

  • Excluded Assets and Liabilities Notwithstanding that this ------------------------------- Agreement relates to the purchase of capital stock from Seller by Purchaser, which results in the Company retaining any and all of its assets and liabilities, it is understood and agreed that Seller shall remove from the Company's premises prior to Closing and/or, as appropriate, remove from the Company's books and records, only those particular assets set forth on Schedule 1.3 hereto (the "EXCLUDED ASSETS"). Further, Seller shall assume any and all liabilities set forth on Schedule 1.3 hereto (the "EXCLUDED LIABILITIES"). Purchaser agrees that it shall cause Penta-Gen and the Company to execute any and all such bills of sale, assignments and/or agreements as may be necessary to transfer title to the Excluded Assets to Seller and to assign and/or transfer the Excluded Liabilities to Seller. The parties hereto further agree that no other assets of the Company, whether tangible or intangible, shall be removed from the Company's premises or from the Company's books and records except in the ordinary course of the Company's Business as provided herein from and after December 31, 1995 through the Closing Date.

  • Excluded Liabilities Notwithstanding the provisions of Section 2.03 or any other provision in this Agreement to the contrary, Buyer shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Seller shall, and shall cause each of its Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following:

  • Excluded Contracts All of Seller's right, title and interest in, to and under the Contracts listed on Schedule 1.2(b) attached hereto (the "Excluded Contracts");

  • Limitation on Sales of Assets and Subsidiary Stock (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, make any Asset Disposition unless:

  • Excluded Property Notwithstanding anything to the contrary in Section 2.1, the property, assets, rights and interests set forth in this Section 2.2 (the “Excluded Property”) are excluded from the Property:

  • Title to Assets; Real Property (a) The Company has good and valid (and, in the case of owned Real Property, good and marketable fee simple) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):

  • Excluded Parties Contractor certifies that it is not listed in the prohibited vendors list authorized by Executive Order 13224, “Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism,” published by the United States Department of the Treasury, Office of Foreign Assets Control.’

  • Excluded Amounts With the prior written consent of the Administrative Agent, the Collateral Manager may direct the Collateral Agent and the Securities Intermediary to withdraw from the Collection Account and pay to the Person entitled thereto any amounts credited thereto constituting Excluded Amounts if the Collateral Manager has, prior to such withdrawal and consent, delivered to the Administrative Agent, the Collateral Agent, the Borrower and each Lender a report setting forth the calculation of such Excluded Amounts in form and substance reasonably satisfactory to the Administrative Agent and each Lender.

  • Excluded Collateral Notwithstanding the provisions of this Section 2, such grant of security interest shall not extend to, and the term “Collateral” shall not include, any general intangibles or equipment (or the proceeds thereof) which are now or hereafter held by the Company as licensee, lessee or otherwise, to the extent that (i) such general intangibles, equipment or proceeds are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto, and (ii) such consent has not been obtained; provided, however, that the foregoing grant of security interest shall extend to, and the term “Collateral” shall include, (y) any and all proceeds of such general intangibles or equipment to the extent that the assignment or encumbering of such proceeds is not so restricted, and (z) if the consent of any such licensor, lessor or other applicable party with respect to any such otherwise excluded general intangibles equipment or proceeds shall hereafter be obtained, thereafter such general intangibles and equipment as well as any and all proceeds thereof that might theretofore have been excluded from such grant of a security interest and the term “Collateral”.

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