Common use of Retained Assets Clause in Contracts

Retained Assets. Notwithstanding anything to the contrary set forth in this Agreement, the following assets of the Seller are not included in the sale of Purchased Assets contemplated hereby: (i) the cash and cash equivalents, accounts receivable, chattel papers (including electronic chattel paper), instruments (including promissory notes), all of Debtor’s rights to receive payments from any source and for any reason (whether characterized as accounts, accounts receivable, chattel paper, choses-in-action, contract rights, general intangibles, instruments, securities, notes or otherwise) including, without limitation, Debtor’s right to receive payments for services rendered, whether or not earned by performance or recognized or billed by Debtor, prepaid security deposits on Real Property Leases (as defined in Section 2.10 of the Purchase Agreement) and all other prepaid charges, deposits or prepaid expenses related to the Purchased Assets, (ii) the Purchase Price (as hereinafter defined) and the other rights of the Seller under or relating to this Agreement, (iii) the corporate minute books, stock records, qualification to conduct business as a foreign corporation, and other documents relating to the formation, maintenance or existence as a corporation of the Seller, except that Seller agrees that it will provide copies of any such document from the corporate minute books as reasonably requested by the Buyer which the Buyer believes are necessary for the use and operation of the Purchased Assets after the Effective Date, (iv) motor vehicles, (v) all properties, rights, assets and services related to the conduct of Seller’s business at all of its other offices nationwide and all information, documents and files relative thereto; and (vi) all properties, rights, assets and services related to the conduct of Seller’s business at any of its other offices and locations throughout the United States.

Retained Assets. Notwithstanding anything to the contrary set forth in this Agreementprovisions of Section 1.1, the following assets Purchased Assets shall not include any of the Seller are not included following (the “Retained Assets”): (A) Any Customer Contracts between Seller’s affiliate and third party customers for the delivery of training managed through the Enterprise Learning Solutions department of Seller’s affiliate, provided that Buyer shall be entitled to deliver training in its capacity as a New Horizons franchisee and shall be deemed the sale “selling center” which shall entitle Buyer to receive customary revenue sharing offered by the Enterprise Learning Solutions department of Purchased Assets contemplated hereby: Seller’s affiliate; (iB) the Seller’s cash and cash equivalents, accounts receivable, chattel papers deposits; (including electronic chattel paper), instruments (including promissory notes), all of DebtorC) Seller’s rights to receive payments from any source and for any reason (whether characterized as accounts, accounts receivable, chattel paper, choses-in-action, contract rights, general intangibles, instruments, securities, notes or otherwise) including, without limitation, Debtor’s right to receive payments for services rendered, whether or not earned by performance or recognized or billed by Debtor, prepaid security deposits on Real Property Leases (as defined in Section 2.10 of the Purchase Agreement) and all other prepaid charges, deposits or prepaid expenses related to the Purchased Assets, (ii) the Purchase Price (as hereinafter defined) and the other rights of the Seller under or relating to this Agreement, ; (iiiD) the Seller’s corporate minute books, stock records, qualification to conduct business as a foreign corporation, records and tax returns or other documents similar corporate books and Records relating to the formationBusiness, maintenance or existence as a corporation to any of the Retained Assets, to any liability or obligation of the Seller not comprising a part of the Assumed Liabilities, or to the negotiation and consummation of the transactions provided for in this Agreement, and those Records originals of which Seller is required to maintain under applicable law; (E) Seller, except that ’s rights arising under any contracts or agreements which are not among the Assigned Contracts; (F) Any rights of Seller agrees that it will provide copies relating to its conduct of any such document the Business which arise from the corporate minute books as reasonably requested or are related to services previously provided by the Buyer which the Buyer believes are necessary for the use and operation of the Purchased Assets after the Effective Date, (iv) motor vehicles, (v) all properties, rights, assets and services related to the conduct regional office of Seller’s business at all affiliate (such as accounting, payroll, legal or other similar services, except as otherwise expressly provided herein); and (G) Any assets of its other offices nationwide and all information, documents and files relative thereto; and (vi) all properties, rights, assets and services related to the conduct any of Seller’s business at any of its other offices and locations throughout the United Statesaffiliates.

Retained Assets. Notwithstanding anything in the Transaction Documents or any other writing to the contrary set forth in this Agreementcontrary, Buyer is purchasing only the Transferred Assets and Buyer expressly understands and agrees that all other assets and properties of Sellers shall be excluded from the Transferred Assets (such excluded assets, the following assets "Retained Assets"), including, without limitation the following: (a) All Customer Accounts Receivable and cash and cash equivalents of Sellers, including securities, deposits (other than Customer Deposits and Transferred Prepaids), investments in money market funds, commercial paper, certificates of deposit, treasury bills and accrued interest thereon; (b) All rights of Sellers in all Intellectual Property Rights owned or controlled by Sellers pursuant to license or otherwise and whether or not used in the Seller Business, other than the Transferred Intellectual Property Rights and the Intellectual Property Rights granted to Buyer under the Technology License Agreement and the Transition Services Agreement; (c) All rights under all Contracts of Sellers that are not included in the sale Transferred Contracts; (d) All books and records of Purchased Assets contemplated hereby: Sellers that are not Transferred Books and Records; (i) the cash and cash equivalentsAny refunds, accounts receivable, chattel papers credits or other assets or rights (including electronic chattel paper), instruments (including promissory notes), all of Debtor’s rights interest thereon or claims therefor) with respect to receive payments from any source and for any reason (whether characterized as accounts, accounts receivable, chattel paper, choses-in-action, contract rights, general intangibles, instruments, securities, notes or otherwise) including, without limitation, Debtor’s right to receive payments for services rendered, whether or not earned by performance or recognized or billed by Debtor, prepaid security deposits on Real Property Leases Taxes (as defined in Section 2.10 below) which are Retained Liabilities (as defined below) of the Purchase Agreement) Sellers, and all other prepaid charges, deposits or prepaid expenses related to the Purchased Assets, (ii) all of Sellers' Tax Returns relating to the Purchase Price Business for all periods prior to the Closing and any notes, worksheets, files and documents relating thereto except the Transferred Books and Records; (as hereinafter definedf) Any rights (including rights of Sellers to indemnification and any policy of insurance) and the other rights claims and recoveries under litigation of the Seller under Sellers against third parties arising out of or relating to this Agreement, events occurring on or prior to the Closing Date; (iiig) Any asset of Sellers transferred or otherwise disposed of by Sellers in the corporate minute books, stock records, qualification ordinary course of the Business on or prior to conduct business as a foreign corporation, and other documents the Closing Date; and (h) All assets of Sellers relating to the formation, maintenance or existence ERISA Plans (as a corporation of the Seller, except that Seller agrees that it will provide copies of any such document from the corporate minute books as reasonably requested by the Buyer which the Buyer believes are necessary for the use and operation of the Purchased Assets after the Effective Date, (iv) motor vehicles, (v) all properties, rights, assets and services related to the conduct of Seller’s business at all of its other offices nationwide and all information, documents and files relative thereto; and (vi) all properties, rights, assets and services related to the conduct of Seller’s business at any of its other offices and locations throughout the United Statesdefined below).

Retained Assets. Notwithstanding anything to the contrary set forth in this Agreement, the following assets of the Seller are not included in the sale of Purchased Assets contemplated hereby: (i) the cash and cash equivalents, accounts receivable, chattel papers paper (including electronic chattel paper), instruments (including promissory notes), all of Debtor’s Seller's rights to receive payments from any source and for any reason (whether characterized as accounts, accounts receivable, chattel paper, choses-in-action, contract rights, general intangibles, instruments, securities, notes or otherwise) including, without limitation, Debtor’s Seller's right to receive payments for services renderedrendered by Seller, whether or not earned by performance or recognized or billed by DebtorSeller, prepaid security deposits and prepaid September rent on Real Property Leases (as defined in Section 2.10 of the Purchase Agreement2.9) prepaid security deposits on personal property, including but not limited to equipment leases and prepaid September equipment lease payments and all other prepaid charges, deposits or prepaid expenses related to the Purchased Assets, (ii) the Purchase Price (as hereinafter defined) and the other rights of the Seller under or relating to this Agreement, (iii) the corporate minute books, stock records, qualification to conduct business as a foreign corporation, and other documents relating to the formationincorporation, maintenance or existence as a corporation of the Seller, except that Seller agrees that it will provide copies of any such document from the corporate minute books as reasonably requested by the Buyer which the Buyer believes are necessary for the use and operation of the Purchased Assets after the Effective Date, (iv) motor vehicles, (v) all properties, rights, assets and services related to the conduct of Seller’s 's business at all of its other offices nationwide and all information, documents and files relative thereto; and (vi) all properties, rights, assets and services related to the conduct of Seller’s 's business at any of its other offices and locations throughout the United StatesStates (collectively, the "Retained Assets").

Retained Assets. Notwithstanding anything to the contrary set forth in this Agreement, the following assets of the Seller are not included in the sale of Purchased Assets contemplated hereby: (i) the cash and cash equivalents, accounts receivable, chattel papers paper (including electronic chattel paper), instruments (including promissory notes), all of DebtorSeller’s rights to receive payments from any source and for any reason (whether characterized as accounts, accounts receivable, chattel paper, choses-in-action, contract rights, general intangibles, instruments, securities, notes or otherwise) including, without limitation, DebtorSeller’s right to receive payments for services renderedrendered by Seller, whether or not earned by performance or recognized or billed by DebtorSeller, prepaid security deposits and prepaid September rent on Real Property Leases (as defined in Section 2.10 of the Purchase Agreement2.9) prepaid security deposits on personal property, including but not limited to equipment leases and prepaid September equipment lease payments and all other prepaid charges, deposits or prepaid expenses related to the Purchased Assets, (ii) the Purchase Price (as hereinafter defined) and the other rights of the Seller under or relating to this Agreement, (iii) the corporate minute books, stock records, qualification to conduct business as a foreign corporation, and other documents relating to the formationincorporation, maintenance or existence as a corporation of the Seller, except that Seller agrees that it will provide copies of any such document from the corporate minute books as reasonably requested by the Buyer which the Buyer believes are necessary for the use and operation of the Purchased Assets after the Effective Date, (iv) motor vehicles, (v) all properties, rights, assets and services related to the conduct of Seller’s business at all of its other offices nationwide and all information, documents and files relative thereto; and (vi) all properties, rights, assets and services related to the conduct of Seller’s business at any of its other offices and locations throughout the United StatesStates (collectively, the “Retained Assets”).

Retained Assets. Notwithstanding anything to the contrary set forth in this Agreement, the following assets of the Seller are not included in the sale of Purchased Assets contemplated hereby: (i) the cash and cash equivalents, accounts receivable, chattel papers (including electronic chattel paper), instruments (including promissory notes), all of Debtor’s rights to receive payments from any source and for any reason (whether characterized as accounts, accounts receivable, chattel paper, choses-in-action, contract rights, general intangibles, instruments, securities, notes or otherwise) including, without limitation, Debtor’s right to receive payments for services rendered, whether or not earned by performance or recognized or billed by Debtor, prepaid security deposits on Real Property Leases Lease (as defined in Section 2.10 of the Purchase Agreement) and all other prepaid charges, deposits or prepaid expenses related to the Purchased Assets, (ii) the Purchase Price (as hereinafter defined) and the other rights of the Seller under or relating to this Agreement, (iii) the corporate minute books, stock records, qualification to conduct business as a foreign corporation, and other documents relating to the formation, maintenance or existence as a corporation of the Seller, except that Seller agrees that it will provide copies of any such document from the corporate minute books as reasonably requested by the Buyer which the Buyer believes are necessary for the use and operation of the Purchased Assets after the Effective Date, (iv) motor vehicles, (v) all properties, rights, assets and services related to the conduct of Seller’s business at all of its other offices nationwide and all information, documents and files relative thereto; and (vi) all properties, rights, assets and services related to the conduct of Seller’s business at any of its other offices and locations throughout the United States.

Retained Assets. Notwithstanding anything to the contrary set forth in this Agreement, the following assets of the Seller are not included in the sale of Purchased Assets contemplated hereby: (i) the cash and cash equivalents, accounts receivable, chattel papers (including electronic chattel paper), instruments (including promissory notes), all of Debtor’s Seller's rights to receive payments from any source and for any reason (whether characterized as accounts, accounts receivable, chattel paper, choses-in-action, contract rights, general intangibles, instruments, securities, notes or otherwise) including, without limitation, Debtor’s Seller's right to receive payments for services rendered, whether or not earned by performance or recognized or billed by DebtorSeller, prepaid security deposits on Real Property Leases (as defined in Section 2.10 of the Purchase Agreement2.9) and all other prepaid charges, prepaid insurance, deposits or prepaid expenses related to the Purchased Assets, (ii) the Purchase Price (as hereinafter defineddefined herein) and the other rights of the Seller under or relating to this Agreement, (iii) the corporate minute books, stock records, qualification to conduct business as a foreign corporation, and other documents relating to the formationincorporation, maintenance or existence as a corporation of the Seller, except that Seller agrees that it will provide copies of any such document from the corporate minute books as reasonably requested by the Buyer which the Buyer believes are necessary for the use and operation of the Purchased Assets after the Effective Date, (iv) motor vehicles, (v) all properties, rights, assets and services related to the conduct of Seller’s business at all of its other offices nationwide and all information, documents and files relative thereto; and (vi) all properties, rights, assets and services related to the conduct of Seller’s 's business at any and all of its other offices and locations throughout the United StatesStates and all information, documents and files relative thereto (collectively, the "Retained Assets").

Retained Assets. Notwithstanding anything to the contrary set forth in any other provision of this Agreement, subject to the following assets of licenses granted in Section 6.13, the Seller ▇▇▇▇▇ Parties shall retain their right, title and interest in and to all assets, properties, rights and interests relating to or arising from Seller’s business that are not included in the sale of Purchased Assets contemplated hereby: (i) the cash and cash equivalents, accounts receivable, chattel papers (including electronic chattel paper“Retained Assets”), instruments including without limitation: (including promissory notesa) except and to the extent provided in Section 2.1(k), all of Debtor’s rights to receive payments from any source cash, cash equivalents and for any reason (whether characterized as accounts, accounts receivable, chattel paper, choses-in-action, contract ; (b) all rights, general intangiblesrecoveries, instrumentsrefunds (including credits and refunds for Taxes attributable to the operations of Seller’s business with respect to any period, securitiesor portion thereof, notes ending on or otherwiseprior to the Closing Date or otherwise attributable to the period prior to the Closing Date), counterclaims, rights of set-off and other causes of action and Claims against third parties with respect to the Business before the Closing Date; (c) includingSeller’s corporate minute books, stock transfer records, stock certificates, consolidating entry records, corporate seals, Tax Returns, tax and accounting records, and all other books and records not specifically set forth in Section 2.1(e), except such books and accounting records necessary to support the Purchased Assets; (d) subject to Section 6.2, all Claims, rights of recovery and rights of setoff of any kind related to the Retained Assets or the Retained Liabilities, including without limitation, Debtorany liens, mechanic’s right liens or any rights to receive payments payment or to enforce payment in connection with work performed on or prior to the Closing Date, except to the extent that retention of Claims or rights impairs the Purchased Assets or the Liabilities assumed by Buyer; (e) all corporate purchase agreements under which Seller makes purchases for services renderedproducts, whether other than primarily for the Business; (f) any insurance policies of Seller (any coverage thereunder) and any proceeds of any claims made against such policies; (g) all Governmental Licenses relating to Seller’s business, except to the extent the Licenses are assigned or not earned assumed by performance or recognized or billed by Debtor, prepaid security deposits on Real Property Leases Buyer under the terms of this Agreement; (h) any assets of any “employee benefit plans” (as defined in Section 2.10 3(3) of the Purchase AgreementEmployee Retirement Income Security Act of 1974, as amended (“ERISA”)) and any rights under any plan, program, policy, arrangement or agreement relating to employee benefits, employment or compensation of Seller or its ERISA Affiliates; (i) all tooling, test equipment and other prepaid chargesmachinery and equipment other than that described in Section 2.1(a), deposits and all rolling stock, vehicles, security equipment, telephones, facsimile machines, photocopy equipment, computers, and networking equipment used by Seller; (j) all credits and refunds for Taxes attributable to the operation of the Business with respect to any period, or prepaid expenses portion of a period, ending on or prior to the Closing Date or otherwise attributable to the period prior to the Closing Date; (k) all obligations or Liabilities under any intercompany accounts payable to or intercompany obligations among the Seller, Parent and their respective Affiliates; and (l) the patent and patent application listed on Schedule 2.2(l), together with all inventions and technology related to the Purchased Assetsforegoing, (ii) the Purchase Price (as hereinafter defined) and the other rights of the Seller under or relating subject to this Agreement, (iii) the corporate minute books, stock records, qualification to conduct business as a foreign corporation, and other documents relating to the formation, maintenance or existence as a corporation of the Seller, except that Seller agrees that it will provide copies of any such document from the corporate minute books as reasonably requested by the Buyer which the Buyer believes are necessary for the use and operation of the Purchased Assets after the Effective Date, (iv) motor vehicles, (v) all properties, rights, assets and services related to the conduct of Seller’s business at all of its other offices nationwide and all information, documents and files relative thereto; and (vi) all properties, rights, assets and services related to the conduct of Seller’s business at any of its other offices and locations throughout the United StatesSection 6.13.