Excluded Corporate Trust Assets Sample Clauses
Excluded Corporate Trust Assets. Notwithstanding anything to the contrary contained in Section 2.1(a), JPM and its Subsidiaries will retain ownership of the following assets, properties, rights, Contracts and claims, wherever located, whether tangible or intangible, real, personal or mixed, which assets, properties, rights, Contracts and claims shall be excluded from the Purchased Corporate Trust Assets and shall not be transferred or sold hereunder (collectively, the “Excluded Corporate Trust Assets”):
(1) all assets, properties, rights, Contracts and claims, wherever located, whether tangible or intangible, real, personal or mixed, primarily related to the Excluded JPM Business;
(2) other than the Corporate Trust Leases, all leases, subleases, licenses or other Contracts pursuant to which JPM or any of its Subsidiaries leases, subleases or licenses real property;
(3) all furniture, fixtures, equipment, materials and supplies, other than those items contemplated by Section 2.1(a)(2), and all works of art;
(4) all cash, cash equivalents or similar cash items of JPM or any of its Subsidiaries (other than the Custodial Assets), except as otherwise set forth on the Corporate Trust Closing Statement;
(5) other than the Purchased Corporate Trust IP set forth on Schedule 2.1(a)(13) and the assets set forth on Schedule 2.1(a)(14), all corporate franchises, stock record books, minute books, Tax Returns, and any stationery, office supplies, business forms, manuals or similar property bearing JPM’s trademarks, trade names, service marks, logos or similar corporate identification;
(6) all Tax refunds or credits or claims therefor to which JPM is entitled under Article XIV;
(7) any insurance policy and proceeds covering any Excluded Corporate Trust Asset or any Excluded Corporate Trust Liability;
(8) subject to Section 2.1(a)(7), any rights of JPM under the Corporate Trust Agreements or any of the other Purchased Corporate Trust Assets, including any rights to fees and reimbursements under such agreements and any rights to assert any claims of privilege or other position in any legal proceeding with respect thereto or otherwise, relating to the conduct of the Corporate Trust Business prior to the Closing;
(9) any security deposits or other amounts deposited with any Governmental Authority in connection with the qualification, certification, licensing or permitting of JPM or any of its Subsidiaries in connection with the conduct of the businesses of JPM or any of its Subsidiaries, including the Corpor...
