Common use of Excluded Assets Clause in Contracts

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:

Appears in 10 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement, Asset Purchase Agreement

AutoNDA by SimpleDocs

Excluded Assets. Nothing herein contained shall be deemed to sell, transfer, assign or convey the Excluded Assets to BuyerPurchaser, and Sellers Seller 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 Seller other than the Purchased Assets, including without limitation each of the following assets:

Appears in 9 contracts

Samples: Asset Purchase Agreement (Attis Industries Inc.), Asset Purchase Agreement, Asset Purchase Agreement (Attis Industries Inc.)

Excluded Assets. Nothing herein contained shall be deemed to sell, transfer, assign or convey the Excluded Assets to BuyerPurchaser, and Sellers Seller 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:

Appears in 7 contracts

Samples: Asset Purchase Agreement (Bell Industries Inc /New/), Asset Purchase Agreement (Core-Mark Holding Company, Inc.), Asset Purchase Agreement (Bell Industries Inc /New/)

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:.

Appears in 6 contracts

Samples: Asset Purchase Agreement (Cal Dive International Inc), Asset Purchase Agreement (Cal Dive International Inc), Asset Purchase Agreement (Cal Dive International Inc)

Excluded Assets. Nothing herein contained shall be deemed to sell, transfer, assign or convey the Excluded Assets to BuyerNewco or Purchaser, and Sellers the Company 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:

Appears in 6 contracts

Samples: Asset Purchase Agreement (Western Iowa Energy, L.L.C.), Asset Purchase Agreement (Western Iowa Energy, L.L.C.), Asset Purchase Agreement (Western Iowa Energy, L.L.C.)

Excluded Assets. Nothing herein contained shall be deemed to sell, transfer, assign or convey the Excluded Assets to Buyer, Purchaser and Sellers the Purchased Assets shall exclude the Excluded Assets. Seller 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:

Appears in 5 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Northland Cable Properties Eight Limited Partnership), Asset Purchase Agreement (Northland Cable Properties Seven Limited Partnership)

Excluded Assets. Nothing herein contained shall will be deemed to constitute an agreement to sell, transfer, assign or convey the Excluded Assets to BuyerPurchaser, and Sellers shall Seller will retain all right, title and interest to, in and under the Excluded Assets. The term “Excluded Assets” shall mean means all assets, properties, interests properties and rights of Sellers Seller other than the Purchased AssetsAssets specifically defined in Section 2.1(b), including each including, for the avoidance of the following assetsdoubt, all assets related primarily to Seller:

Appears in 3 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (FTD Companies, Inc.), Asset Purchase Agreement

Excluded Assets. Nothing herein contained shall be deemed to sell, transfer, assign or convey the Excluded Assets to BuyerPurchaser, and Sellers Seller 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 Seller other than the Purchased Assets, including including, without limitation, each of the following assets:

Appears in 3 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Sharper Image Corp), Asset Purchase Agreement (Sharper Image Corp)

Excluded Assets. Nothing herein contained shall will be deemed to constitute an agreement to sell, transfer, assign or convey the Excluded Assets to BuyerPurchaser, and Sellers shall will retain all right, title and interest to, in and under the Excluded Assets. The term “Excluded Assets” shall mean all assets, properties, interests and rights means assets of Sellers any Seller other than the Purchased Assets, including each of the following assetsincluding:

Appears in 3 contracts

Samples: Asset Purchase Agreement, Intellectual Property Purchase Agreement (Flowers Foods Inc), Asset Purchase Agreement (Flowers Foods Inc)

Excluded Assets. Nothing herein contained shall be deemed to sell, transfer, assign or convey the Excluded Assets to BuyerPurchaser, and Sellers Seller shall retain all right, title and interest to, in and under the Excluded Assets. The “Excluded Assets” shall mean all assets, properties, interests and rights of Sellers other than the Purchased Assets, including each of the following assets:

Appears in 2 contracts

Samples: Asset Purchase Agreement (KMG Chemicals Inc), Asset Purchase Agreement (Goodman Networks Inc)

Excluded Assets. Nothing herein contained shall be deemed to sell, transfer, assign or convey the Excluded Assets to BuyerPurchaser, 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:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Headwaters Inc), Asset Purchase Agreement (DXP Enterprises Inc)

Excluded Assets. Nothing herein contained shall be deemed to sell, transfer, assign or convey the Excluded Assets to BuyerPurchaser, and Sellers Seller 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 Seller and any of its Affiliates other than the Purchased Assets, including without limitation each of the following assets:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Impinj Inc), Asset Purchase Agreement (Impinj Inc)

Excluded Assets. Nothing Notwithstanding anything to the contrary contained herein, nothing herein contained shall be deemed to sell, transfer, assign assign, or convey the Excluded Assets to BuyerPurchaser, and Sellers Seller shall retain all right, title title, and interest to, in in, and under under, and all obligations with respect to, the Excluded Assets. For all purposes of and under this Agreement, the term “Excluded Assets” shall mean all assets, properties, interests and rights of Sellers other than the Purchased Assets, including each of the following assetsmeans:

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement

Excluded Assets. Nothing contained herein contained shall be deemed to sell, transfer, assign or convey the Excluded Assets to BuyerPurchaser, 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 assetsassets of Sellers:

Appears in 2 contracts

Samples: Asset Purchase Agreement (New Century Energy Corp.), Asset Purchase Agreement (New Century Energy Corp.)

Excluded Assets. Nothing herein contained shall be deemed to sell, transfer, assign or convey the Excluded Assets to BuyerPurchaser, and Sellers Seller shall retain all right, title and interest to, in and under the Excluded Assets. “Excluded Assets” shall mean means all assets, properties, interests and rights of Sellers Seller other than the Purchased AssetsAssets to be sold by Seller, including each of the following assets:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Ani Pharmaceuticals Inc), Asset Purchase Agreement (Ani Pharmaceuticals Inc)

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:.

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement

Excluded Assets. Nothing herein contained shall be deemed to sell, transfer, assign or convey the Excluded Assets to BuyerPurchaser, and Sellers the Company 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:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Renewable Energy Group, Inc.), Stock and Asset Purchase Agreement (Segal Edward D)

Excluded Assets. Nothing herein contained shall be deemed to sell, transfer, assign or convey the Excluded Assets to BuyerPurchaser, 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 " means each of the following assets:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Aaipharma Inc), Asset Purchase Agreement (Xanodyne Pharmaceuticals Inc)

Excluded Assets. Nothing contained herein contained shall be deemed to sell, transfer, assign assign, convey or convey the Excluded Assets deliver, or cause to Buyerbe sold, and Sellers shall retain all transferred, assigned, conveyed or delivered, any right, title and or interest toof Sellers in, in and to or 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 assetsmean:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Sears Holdings Corp), Asset Purchase Agreement (Esl Partners, L.P.)

Excluded Assets. Nothing Notwithstanding the provisions of Section 2(a), nothing herein contained shall be deemed to sell, transfer, assign or convey the Excluded Assets to Buyer, and Sellers Seller and its Affiliates shall retain all right, title and interest to, in and under the Excluded Assets. For all purposes of and under this Agreement, the term “Excluded Assets” shall mean all assets, properties, interests and rights assets of Sellers Seller other than the Purchased Acquired Assets, including each including, without limitation, all of the following assets:

Appears in 2 contracts

Samples: Asset Purchase Agreement (BioRestorative Therapies, Inc.), Stalking Horse Asset Purchase Agreement (BioRestorative Therapies, Inc.)

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 and Designation Rights Assets, including without limitation each of the following assets:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Steel Partners Holdings L.P.), Asset Purchase Agreement

Excluded Assets. Nothing herein contained shall be deemed to sell, transfer, assign or convey the Excluded Assets to BuyerPurchaser, 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 the following assets of Sellers other than and their respective Subsidiaries (but excluding the Purchased Assets, including each of the following assets:):

Appears in 2 contracts

Samples: Asset Purchase Agreement (Enesco Group Inc), Asset Purchase Agreement

Excluded Assets. Nothing herein contained shall be deemed to sell, transfer, assign or convey the Excluded Assets to Buyer, and Sellers Seller 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 any asset not specifically identified as a Purchased Asset in Section 1.1. Without limiting the Purchased Assets, including each generality of the foregoing, Excluded Assets include the following assetsassets of Seller:

Appears in 2 contracts

Samples: Asset Purchase Agreement (RiceBran Technologies), Asset Purchase Agreement (RiceBran Technologies)

Excluded Assets. Nothing herein contained shall will be deemed to constitute an agreement to sell, transfer, assign or convey the Excluded Assets to BuyerPurchaser, and Sellers shall (and their Affiliates, as applicable) will retain all right, title and interest to, in and under the Excluded Assets. The term “Excluded Assets” shall mean means all assets, properties, interests properties and rights of Sellers any Seller other than the Purchased Assets, including each of the following assetsincluding:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Westmoreland Resource Partners, LP), Asset Purchase Agreement

Excluded Assets. Nothing herein contained shall be deemed to sell, transfer, assign or convey the Excluded Assets to BuyerPurchaser, 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 assetsassets of Sellers:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Leucadia National Corp), Asset Purchase Agreement (Metrocall Holdings Inc)

Excluded Assets. Nothing herein contained shall be deemed to sell, transfer, assign or convey the Excluded Assets to Buyerthe Company, and Sellers Breitling shall retain all right, title and interest to, in and under the Excluded Assets. The “Excluded Assets” shall mean all assets, properties, interests and rights of Sellers other than the Purchased Assets, including each of the following assets:

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Bering Exploration, Inc.)

Excluded Assets. Nothing herein contained shall be deemed to sell, transfer, assign or convey the Excluded Assets to Buyer, and Sellers Seller shall retain all right, title and interest to, in and under the Excluded Assets. following Contracts, interests, rights and other assets and properties of Seller (the “Excluded Assets” shall mean all assets, properties, interests and rights of Sellers other than the Purchased Assets, including each of the following assets:”):

Appears in 2 contracts

Samples: Asset Purchase Agreement (Ciber Inc), Asset Purchase Agreement (Ciber Inc)

Excluded Assets. Nothing herein contained shall be deemed to sell, transfer, assign or convey the Excluded Assets to BuyerPurchaser, and Sellers shall retain all right, title and interest to, in and under the Excluded Assets. For all purposes of and under this Agreement, the term “Excluded Assets” shall mean all assets, properties, interests and rights of Sellers other than the Purchased Assets, including each of the following assets:

Appears in 2 contracts

Samples: Asset Purchase Agreement (American Real Estate Partners L P), Asset Purchase Agreement

Excluded Assets. Nothing herein contained shall be deemed to sell, assign, transfer, assign convey or convey the Excluded Assets deliver to Buyer, and Sellers Seller and its Affiliates shall retain retain, all right, title and interest toin, in to and under the Excluded Assets. “Excluded Assets” shall mean all following assets, properties, interests and rights of Sellers other than Seller and its Affiliates (collectively, the Purchased “Excluded Assets, including each of the following assets:”):

Appears in 2 contracts

Samples: Asset Purchase Agreement (Affinia Group Intermediate Holdings Inc.), Asset Purchase Agreement (Federal Mogul Corp)

Excluded Assets. Nothing herein contained shall be deemed to sell, transfer, assign or convey the Excluded Assets to REG or Buyer, and Sellers Seller 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:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Renewable Energy Group, Inc.), Agreement for Purchase and Sale (Renewable Energy Group, Inc.)

Excluded Assets. Nothing herein contained shall be deemed to sell, transfer, assign assign, convey or convey deliver any of the Excluded Assets to BuyerPurchaser, and Sellers Seller shall retain all right, title and interest to, in and under the Excluded Assets. The “Excluded Assets” shall mean all assets, properties, interests and rights of Sellers other than the Purchased Assets, including each of the following assetsassets of Seller:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Interface Security Systems, L.L.C.), Asset Purchase Agreement (Interface Security Systems Holdings Inc)

Excluded Assets. Nothing herein contained shall be deemed to sell, transfer, assign or convey the Excluded Assets to BuyerPurchaser, and Sellers Seller shall retain all right, title and interest toin, in to 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 assetsassets of Seller:

Appears in 2 contracts

Samples: Sale and Purchase Agreement, Sale and Purchase Agreement (Cabot Corp)

Excluded Assets. Nothing herein contained shall be deemed to sell, transfer, assign or convey the Excluded Assets to BuyerPurchaser, and Sellers Seller shall retain all right, title and interest to, in and under the Excluded Assets. “Excluded Assets” shall mean means all assets, properties, interests and rights of Sellers Seller other than the Purchased AssetsAssets to be sold by Seller, including each of the following assets:: ​

Appears in 2 contracts

Samples: Asset Purchase Agreement (Ani Pharmaceuticals Inc), Asset Purchase Agreement (Ani Pharmaceuticals Inc)

Excluded Assets. Nothing herein contained shall be deemed to sell, transfer, assign or convey the Excluded Assets to BuyerPurchaser, and Sellers Seller 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:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Odd Job Stores Inc), Asset Purchase Agreement (Odd Job Stores Inc)

Excluded Assets. Nothing herein contained shall be deemed to sell, assign, transfer, assign convey, or convey deliver to the Excluded Assets to BuyerPurchaser Entities, and Sellers shall retain all right, title 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 to each of the following assets:assets (the “Excluded Assets”):

Appears in 1 contract

Samples: Equity and Asset Purchase Agreement (Par Pacific Holdings, Inc.)

Excluded Assets. Nothing herein contained shall be deemed to sell, transfer, assign or convey to the Excluded Assets to Buyer, and Sellers the Seller shall retain all right, title and interest to, in and under the Excluded Assets. “Excluded Assets” shall mean all following assets, properties, interests and rights of Sellers other than the Purchased Seller (collectively, the “Excluded Assets, including each of the following assets:”):

Appears in 1 contract

Samples: Asset Purchase Agreement (Ambient Corp /Ny)

Excluded Assets. Nothing herein contained shall be deemed to sell, transfer, assign or convey the Excluded Assets to Buyer, and Sellers the Seller Parties shall retain all right, title and interest to, in and under the Excluded Assets. The term “Excluded Assets” shall mean all assets, properties, interests and rights of Sellers the Seller Parties and any of their respective Affiliates other than the Purchased Transferred Assets. For the avoidance of doubt, including each of the following assets:Excluded Assets shall include (but are not limited to):

Appears in 1 contract

Samples: Asset Purchase Agreement (Shire PLC)

Excluded Assets. Nothing herein contained shall be deemed to sell, transfer, assign or convey the Excluded Assets to Buyereither Purchaser, and Sellers the applicable Seller shall retain all right, title and interest to, in and under the Excluded Assets. “Excluded Assets” shall mean all assetsmeans any right, propertiestitle or interest in, interests and rights of Sellers other than the Purchased Assets, including each to or under any of the following assets:

Appears in 1 contract

Samples: Product Purchase Agreement (Aceto Corp)

Excluded Assets. Nothing herein contained shall be deemed to sell, transfer, assign or convey the Excluded Assets to BuyerPurchaser, and Sellers Seller 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 Seller or Property Company other than the Purchased Assets, including each of the following assets:

Appears in 1 contract

Samples: Asset Purchase Agreement (Key Energy Services Inc)

Excluded Assets. Nothing herein contained shall be deemed to sell, transfer, assign or convey the Excluded Assets to BuyerPurchaser, and Sellers Seller 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:

Appears in 1 contract

Samples: Escrow Agreement (Darling International Inc)

Excluded Assets. Nothing herein contained shall be deemed to sell, transferconvey, assign or convey transfer the Excluded Assets to BuyerPurchaser, and Sellers shall retain all right, title and interest to, in and under the Excluded Assets. “Excluded Assets” shall mean all means the following assets, properties, interests and rights of Sellers other than the Purchased Assets, including each of the following assetsSellers:

Appears in 1 contract

Samples: Asset Purchase Agreement (Thestreet, Inc.)

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. For all purposes of and under this Agreement, the term “Excluded Assets” shall mean all assets, properties, interests and rights of Sellers other than the Purchased Assets, including each of the following assetsmean:

Appears in 1 contract

Samples: Asset Purchase Agreement

Excluded Assets. Nothing herein contained shall be deemed to sell, transfer, assign assign, convey or convey deliver the Excluded Assets to BuyerPurchaser, and Sellers Seller or an Affiliate thereof, as applicable, shall retain all right, title and interest to, in and under the Excluded AssetsAssets and neither Purchaser nor any Affiliate of Purchaser shall have any Liability therefor. “Excluded Assets” shall mean all the following assets, properties, interests properties and rights of Sellers other than the Purchased Assets, including each of the following assetsSeller:

Appears in 1 contract

Samples: Asset Purchase Agreement (Locateplus Holdings Corp)

Excluded Assets. Nothing herein contained shall be deemed to sell, transfer, assign or convey the Excluded Assets to BuyerPurchaser or U.S. Purchaser, and Sellers Seller shall retain all right, title and interest toin, in to 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 assetsassets of Seller:

Appears in 1 contract

Samples: Sale and Purchase Agreement (Cabot Corp)

Excluded Assets. Nothing herein contained shall be deemed to sell, transfer, assign or convey the Excluded Assets to BuyerPurchaser, and Sellers Seller or its Selling Affiliates shall retain all right, title and interest to, in and under the Excluded Assets. “Excluded Assets” shall mean means all assets, properties, interests and rights of Sellers Seller and its Selling Affiliates other than the Purchased Assets, including each of the following assets:: 

Appears in 1 contract

Samples: Asset Purchase Agreement (Cryolife Inc)

Excluded Assets. Nothing herein contained shall be deemed to sell, transfer, assign or convey the Excluded Assets to BuyerPurchaser or BMC, and Sellers Seller shall retain all right, title and interest to, in and under the Excluded Assets. “Excluded Assets” shall mean all the following assets, properties, interests and rights of Sellers other than the Purchased Assets, including each of the following assetsSeller:

Appears in 1 contract

Samples: Asset Purchase Agreement

Excluded Assets. Nothing herein contained shall be deemed to sell, transfer, assign or convey the Excluded Assets to Buyer, and Sellers Seller 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 any asset not specifically identified as a Purchased Asset in Section 2.1. Without limiting the Purchased Assets, including each generality of the foregoing, Excluded Assets include the following assetsassets of Seller:

Appears in 1 contract

Samples: Asset Purchase Agreement (Nutracea)

Excluded Assets. Nothing herein contained shall be deemed to sell, transfer, assign or convey the Excluded Assets to BuyerPurchaser, and Sellers Seller 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 Seller other than the Purchased Assets, including including, without limiting the generality of the foregoing, each of the following assets:

Appears in 1 contract

Samples: Asset Purchase Agreement (Strategic Diagnostics Inc/De/)

Excluded Assets. Nothing herein contained shall be deemed to sell, transfer, assign or convey the Excluded Assets to BuyerPurchaser, and Sellers the Company 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:

Appears in 1 contract

Samples: Assignment Agreement (Soy Energy, LLC)

Excluded Assets. Nothing herein contained shall be deemed to sell, transfer, assign or convey the Excluded Assets to BuyerPurchaser, and Sellers Seller 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" means:

Appears in 1 contract

Samples: Asset Purchase Agreement (Cenveo, Inc)

Excluded Assets. Nothing herein contained shall be deemed to sell, transfer, assign or convey the Excluded Assets to BuyerPurchaser, and the 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 the Sellers other than the Purchased Assets, including including, without limitation, each of the following assets:

Appears in 1 contract

Samples: Asset Purchase Agreement

Excluded Assets. Nothing herein contained shall be deemed to sell, transfer, assign or convey the Excluded Assets to BuyerPurchaser, and Sellers shall retain all right, title and interest to, in and under the Excluded Assets. “Excluded Assets” shall mean all the assets, properties, interests and rights of Sellers other than (which in no event shall be deemed to include any of the Purchased Assets, including each of the following assets:) set forth on Schedule 2.2. 2.3

Appears in 1 contract

Samples: Asset Purchase Agreement           asset Purchase Agreement

Excluded Assets. Nothing herein contained shall be deemed to sell, transfer, assign or convey the Excluded Assets to Buyerany Purchaser, 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:

Appears in 1 contract

Samples: Asset Purchase Agreement (Twinlab Corp)

Excluded Assets. Nothing herein contained shall be deemed to sell, transfer, assign or convey the Excluded Assets to Buyer, and Sellers Seller shall retain all right, title and interest to, in and under the Excluded Assets. For all purposes of and under this Agreement, the term “Excluded Assets” shall mean all assets, properties, interests and rights of Sellers other than the Purchased Assets, including each of the following assetsmean:

Appears in 1 contract

Samples: Asset Purchase Agreement (Vycor Medical Inc)

Excluded Assets. Nothing herein contained shall be deemed to sellcontribute, transfer, assign or convey the Excluded Assets to BuyerPurchasers, and Sellers each Seller shall retain all of its right, title and interest to, in and under the Excluded Assets. The “Excluded Assets” shall mean all assets, properties, interests and rights of Sellers other than the Purchased Assets, including each of the following assets:

Appears in 1 contract

Samples: Asset Purchase Agreement (KMG Chemicals Inc)

Excluded Assets. Nothing contained herein contained shall be deemed to sell, transfer, assign or convey the Excluded Assets to BuyerPurchaser or any member of the Purchaser Group, and Sellers Seller 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 only the following assetsassets of Seller:

Appears in 1 contract

Samples: Asset Purchase Agreement (Costa Inc)

Excluded Assets. Nothing herein contained shall be deemed to sell, transfer, assign or convey the Excluded Assets to BuyerPurchaser, and Sellers Seller shall retain all right, title and interest to, in and under the Excluded Assets. “Excluded Assets” shall mean all means the following assets, properties, interests and rights of Sellers other than the Purchased Assets, including each of the following assetsSeller:

Appears in 1 contract

Samples: Asset Purchase Agreement (Hollywood Media Corp)

Excluded Assets. Nothing contained herein contained shall be deemed to sell, transfer, assign or convey the Excluded Assets to Buyereither of the Buyers, 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 without limitation each of the following assets:

Appears in 1 contract

Samples: Asset Purchase Agreement (C&d Technologies Inc)

Excluded Assets. Nothing herein contained shall be deemed to sell, transfer, assign or convey the Excluded Assets to BuyerPurchaser, and Sellers Seller 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 Seller other than the Purchased Assets and those assets, properties, interests and rights primarily related to the Purchased Assets, including each of the following assets:

Appears in 1 contract

Samples: Asset Purchase Agreement (Teraforce Technology Corp)

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. For all purposes of and under this Agreement, the term Excluded Assets” shall mean all assets, properties, interests and rights of Sellers other than the Purchased Assets, including each of the following assets:

Appears in 1 contract

Samples: Purchase Agreement (Summit Global Logistics, Inc.)

Excluded Assets. Nothing herein contained shall be deemed to sell, transfer, assign or convey the Excluded Assets to BuyerPurchasers, and Sellers Seller shall retain all right, title and interest to, in and under the Excluded Assets. “Excluded Assets” shall mean all the following assets, properties, interests and rights of Sellers Seller and its Subsidiaries (other than the Purchased Assets, including each of the following assets:Rangers Subsidiary):

Appears in 1 contract

Samples: Asset Purchase Agreement

AutoNDA by SimpleDocs

Excluded Assets. Nothing herein contained shall be deemed to sell, transfer, assign or convey the Excluded Assets to BuyerPurchaser, and Sellers shall retain all right, title and interest to, in and under the Excluded Assets. For all purposes of and under this Agreement, the term "Excluded Assets" shall mean all assets, properties, interests and rights of Sellers other than the Purchased Assets, including each of the following assets:

Appears in 1 contract

Samples: Asset Purchase Agreement (Westpoint Stevens Inc)

Excluded Assets. (a) Nothing herein contained shall be deemed to sell, transfer, assign or convey the Excluded Assets to BuyerPurchaser, and Sellers the applicable Seller shall retain all right, title and interest to, in and under the Excluded Assets. “Excluded Assets” shall mean all assetsmeans any right, propertiestitle or interest in, interests and rights of Sellers other than the Purchased Assets, including each to or under any of the following assets:

Appears in 1 contract

Samples: Asset Purchase Agreement (Concordia Healthcare Corp.)

Excluded Assets. Nothing herein contained shall be deemed to sell, transfer, assign or convey the Excluded Assets to BuyerPurchaser, and Sellers shall retain all right, title and interest to, in and under the Excluded Assets. “Excluded Assets” shall mean all the assets, properties, interests and rights of Sellers other than (which in no event shall be deemed to include any of the Purchased Assets, including each of the following assets:) set forth on Schedule 2.2.

Appears in 1 contract

Samples: Asset Purchase Agreement (Midway Games Inc)

Excluded Assets. Nothing herein contained shall be deemed to sell, transfer, assign or convey the Excluded Assets to Buyerthe Purchaser, and the 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 only each of the following assets:

Appears in 1 contract

Samples: Asset Purchase Agreement (Goodman Networks Inc)

Excluded Assets. Nothing herein contained shall be deemed to sell, transfer, assign or convey the Excluded Assets to BuyerPurchaser, and Sellers Seller shall retain all right, title and interest to, in and under the Excluded Assets. The term “Excluded Assets” shall mean all assets, properties, interests and rights of Sellers Seller other than the Purchased Specified Assets. For the avoidance of doubt, including each of the following assets:Excluded Assets shall include (but are not limited to):

Appears in 1 contract

Samples: Asset Purchase Agreement (Cca Industries Inc)

Excluded Assets. Nothing herein contained shall be deemed to sell, transfer, assign or convey the Excluded Assets to Buyer, and Sellers Seller shall retain all right, title and interest to, in and under the Excluded Assets. For all purposes of and under this Agreement, the term Excluded Assets” shall mean all assets, properties, interests and rights of Sellers other than the Purchased Assets, including each of the following assets:

Appears in 1 contract

Samples: Nondisclosure Agreement (International Fight League, Inc.)

Excluded Assets. Nothing herein contained shall be deemed to sell, assign, transfer, assign convey or convey the Excluded Assets deliver to BuyerPurchaser, and Sellers shall retain all right, title and interest to, in and under the Excluded Assets. “Excluded Assets” shall mean all assets, propertiesproperty, interests and rights of Sellers other than the Purchased Assets, including each of the following assets:assets (the “Excluded Assets”):

Appears in 1 contract

Samples: Sale and Purchase Agreement (PBF Holding Co LLC)

Excluded Assets. Nothing herein contained shall be deemed to sell, transfer, assign or convey the Excluded Assets to BuyerPurchaser, and Sellers shall hereby 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:

Appears in 1 contract

Samples: Escrow Agreement (International Wire Group Inc)

Excluded Assets. Nothing herein contained shall be deemed to sell, transfer, assign or convey the Excluded Assets to BuyerPurchaser, and Sellers shall retain all right, title and interest to, in and under the Excluded Assets. “Excluded Assets” shall mean all any assets of the Sellers that are not Purchase Assets, including the following assets, properties, interests and rights of Sellers other than the Purchased Assets, including each of the following assetsrespective Sellers:

Appears in 1 contract

Samples: Asset Purchase Agreement (Rennova Health, Inc.)

Excluded Assets. Nothing herein contained shall be is deemed to sell, transfer, assign or convey the Excluded Assets to the Buyer, and Sellers the Seller 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 means each of the following assets:

Appears in 1 contract

Samples: Asset Purchase Agreement (Gorman Rupp Co)

Excluded Assets. Nothing Notwithstanding the provisions of Section 1.1, nothing herein contained shall be deemed to sell, transfer, assign or convey to Buyer (i) the assets of the Excluded Assets to BuyerSubsidiaries or (ii) the Excluded Assets. The Excluded Subsidiaries shall retain all right, title and interest to, in and under the assets of the Excluded Subsidiaries, and the Sellers shall retain all right, title and interest to, in and under the Excluded Assets. For all purposes of and under this Agreement, the term “Excluded Assets” shall mean all assets, properties, interests and rights of Sellers other than the Purchased Assets, including each of the following assetsassets of each Seller:

Appears in 1 contract

Samples: Asset Purchase Agreement (Aceto Corp)

Excluded Assets. Nothing herein contained shall be deemed to sell, transfer, assign or convey the Excluded Assets to BuyerPurchaser, and Sellers the Seller shall retain all right, title and interest to, in and under the Excluded Assets. The “Excluded Assets” shall mean all assets, properties, interests and rights of Sellers other than the Purchased Assets, including each of the following assets:

Appears in 1 contract

Samples: Asset Purchase Agreement (Lighting Science Group Corp)

Excluded Assets. Nothing herein contained shall be deemed to sell, transfer, assign or convey the Excluded Assets to BuyerPurchaser or Xxxxxxx, and the Sellers shall retain all right, title and interest to, in and under the Excluded Assets. “Excluded Assets” shall mean all the following assets, properties, interests and rights of Sellers other than the Purchased Assets, including each of the following assetsSellers:

Appears in 1 contract

Samples: Asset Purchase Agreement

Excluded Assets. Nothing herein contained shall be deemed to sell, transfer, assign or convey the Excluded Assets to Buyer, and Sellers and the Trustee 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 and the Trustee other than the Purchased Assets, including without limitation each of the following assets:

Appears in 1 contract

Samples: Asset Purchase Agreement

Excluded Assets. Nothing herein contained shall be deemed to sell, transfer, assign or convey the Excluded Assets—which are all assets of the Sellers that are not Purchased Assets to Buyer("Excluded Assets")—to Purchasers, 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:Assets include those assets identified in Schedule 2.2.

Appears in 1 contract

Samples: Technology Purchase Agreement (Enviro Voraxial Technology Inc)

Excluded Assets. Nothing herein contained shall be deemed to sell, transfer, assign or convey the Excluded Assets to BuyerPurchaser, and Sellers each Seller shall retain all of such Seller’s respective right, title and interest to, in and under to 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 assetsfollowing:

Appears in 1 contract

Samples: Asset Purchase Agreement (Impac Medical Systems Inc)

Excluded Assets. Nothing herein contained shall be deemed to sell, transfer, assign or convey the Excluded Assets to BuyerPurchaser, and Sellers shall retain all right, title and interest to, in and under the Excluded Assets. For all purposes of and under this Agreement, the term “Excluded Assets” shall mean all assets, properties, interests and rights of Sellers other than the Purchased Assets, including each of the following assetsmeans:

Appears in 1 contract

Samples: Asset Purchase Agreement

Excluded Assets. Nothing herein contained shall be deemed to sell, transfer, assign or convey the Excluded Assets to BuyerPurchaser, and Sellers Seller shall retain all right, title and interest to, in and under to 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:

Appears in 1 contract

Samples: Asset Purchase Agreement (Magic Software Enterprises LTD)

Excluded Assets. Nothing herein contained shall be deemed to sell, transfer, assign or convey the Excluded Assets to BuyerPurchaser, and Sellers shall retain all right, title and interest to, in and under the Excluded Assets. For all purposes of and under this Agreement, the term "Excluded Assets" shall mean all assets, properties, interests and rights of Sellers other than the Purchased Assets, including each of the following assetsmean:

Appears in 1 contract

Samples: Asset Purchase Agreement (Westpoint Stevens Inc)

Excluded Assets. Nothing Notwithstanding the foregoing, nothing herein contained shall will be deemed to constitute an agreement to sell, transfer, assign or convey the Excluded Assets to Buyer, and Sellers shall the Selling Entities will retain all right, title and interest to, in and under the Excluded Assets. The term “Excluded Assets” shall mean all means the following assets, propertiesrights, interests and rights of Sellers other than the Purchased Assets, including each properties of the following assetsSelling Entities:

Appears in 1 contract

Samples: Asset Purchase Agreement

Excluded Assets. Nothing herein contained shall be deemed to sell, transfer, assign or convey the Excluded Assets to Buyerthe Purchaser, and Sellers the Company 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:

Appears in 1 contract

Samples: Asset Purchase Agreement (First Watch Restaurant Group, Inc.)

Excluded Assets. Nothing contained herein contained shall be deemed to sell, transfer, assign or convey the Excluded Assets to BuyerPurchaser, and the Sellers shall retain all right, title and interest to, in and under the Excluded Assets. “Excluded Assets” shall mean all the following assets, properties, interests and rights of Sellers the Sellers, other than the Purchased Assets, including each of the following assets:

Appears in 1 contract

Samples: Asset Purchase Agreement (Macquarie Infrastructure CO LLC)

Excluded Assets. Nothing Notwithstanding the foregoing, nothing herein contained shall will be deemed to constitute an agreement to sell, transfer, assign or convey the Excluded Assets to Buyer, and Sellers shall will retain all right, title and interest to, in and under the Excluded Assets. The term “Excluded Assets” shall mean means all assets, properties, interests and rights assets of Sellers any Seller other than the Purchased Assets, including each of the following assetsincluding:

Appears in 1 contract

Samples: Asset Purchase Agreement (Southcross Energy Partners, L.P.)

Excluded Assets. Nothing herein contained shall be deemed to sell, transfer, assign or convey the Excluded Assets to Buyer, and Sellers Seller and its Subsidiaries shall retain all right, title and interest to, in and under the Excluded Assets. The term “Excluded Assets” shall mean all assets, properties, interests and rights of Sellers Seller and any of its Affiliates other than the Purchased Assets, including each the Excluded Contracts. For the avoidance of doubt, the following assets:Excluded Assets shall include (but are not limited to):

Appears in 1 contract

Samples: Asset Purchase Agreement (Ani Pharmaceuticals Inc)

Excluded Assets. Nothing herein contained shall be deemed to sell, transfer, assign or convey the Excluded Assets to BuyerPurchaser, and Sellers each Seller shall retain all of such Seller's respective right, title and interest to, in and under to 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 assetsfollowing:

Appears in 1 contract

Samples: Asset Purchase Agreement (Impath Inc)

Excluded Assets. Nothing contained herein contained shall be deemed to sell, transfer, assign or convey the Excluded Assets to Buyer, and Sellers Seller shall retain all right, title and interest to, in and under the Excluded Assets. For all purposes of and under this Agreement, the term “Excluded Assets” shall mean all assets, properties, interests and rights of Sellers other than the Purchased Assets, including each of the following assetsmean:

Appears in 1 contract

Samples: Asset Purchase Agreement

Excluded Assets. Nothing herein contained shall will be deemed to sell, transfer, assign assign, or convey the Excluded Assets to BuyerPurchaser, and Sellers shall retain all right, title title, and interest to, in in, and under the Excluded Assets. “Excluded Assets” shall mean all assets, properties, interests and rights of Sellers other than the Purchased Assets, including means each of the following assets and only the following assets:

Appears in 1 contract

Samples: Asset Purchase Agreement (TrueBlue, Inc.)

Excluded Assets. Nothing Notwithstanding anything to the contrary contained herein, nothing herein contained shall be deemed to sell, transfer, assign or convey the Excluded Assets to BuyerPurchaser, and Sellers Seller shall retain all right, title and interest to, in and under under, and all obligations with respect to, the Excluded Assets. For all purposes of and under this Agreement, the term “Excluded Assets” shall mean all assets, properties, interests and rights of Sellers other than the Purchased Assets, including each of the following assetsmeans:

Appears in 1 contract

Samples: Asset Purchase Agreement (Essex Rental Corp.)

Excluded Assets. Nothing herein contained shall be deemed to sell, transfer, assign or convey the Excluded Assets to BuyerPurchaser or its Affiliates, and Sellers Seller shall retain all right, title and interest to, in and under the Excluded Assets. “Excluded Assets” shall mean all the following assets, properties, interests and rights of Sellers other than the Purchased Assets, including each of the following assetsSeller:

Appears in 1 contract

Samples: Asset Purchase Agreement

Excluded Assets. Nothing herein contained shall be deemed to sell, transfer, assign or convey the Excluded Assets to BuyerPurchaser, and Sellers the Seller shall retain all right, title and interest to, in and under the Excluded Assets. “Excluded Assets” shall mean all assets, properties, interests and rights the following assets of Sellers other than the Seller (but excluding the Purchased Assets, including each of the following assets:):

Appears in 1 contract

Samples: Asset Purchase Agreement (Tropicana Entertainment Inc.)

Excluded Assets. Nothing Notwithstanding Section 2.1 above, nothing herein contained shall be deemed to sell, transfer, assign or convey the Excluded Assets to BuyerPurchaser, and Sellers shall retain all right, title and interest to, in and under the Excluded Assets. For all purposes of and under this Agreement, the term “Excluded Assets” shall mean all assets, properties, interests and rights of Sellers other than the Purchased Assets, including each of the following assetsmeans:

Appears in 1 contract

Samples: Asset Purchase Agreement

Excluded Assets. Nothing herein contained shall be deemed to sell, transfer, assign or convey the Excluded Assets to BuyerREG or Purchaser, and Sellers the Company 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:

Appears in 1 contract

Samples: Asset Purchase Agreement (Soy Energy, LLC)

Excluded Assets. Nothing herein contained shall will be deemed to constitute an agreement to sell, transfer, assign or convey the Excluded Assets to BuyerPurchaser, and Sellers shall (and their Affiliates, as applicable) will retain all right, title and interest to, in and under the Excluded Assets. The term "Excluded Assets” shall mean " means all assets, properties, interests properties and rights of Sellers any Seller other than the Purchased Assets, including each of the following assetsincluding:

Appears in 1 contract

Samples: Asset Purchase Agreement (Westmoreland Resource Partners, LP)

Excluded Assets. Nothing herein contained shall be deemed to sell, transfer, assign or convey the Excluded Assets to BuyerPurchaser, and the 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 any assets of Sellers the Seller other than the Purchased Assets, including each all interests and rights of the Sellers in and to solely the following assets:

Appears in 1 contract

Samples: Asset Purchase Agreement (Orleans Homebuilders Inc)

Excluded Assets. Nothing herein contained shall be deemed to sell, transfer, assign assign, convey or convey deliver the Excluded Assets to BuyerPurchaser, and Sellers the Seller Group shall retain all right, title and interest toin, in to 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 assetsmeans:

Appears in 1 contract

Samples: Asset Purchase Agreement (Unity Software Inc.)

Excluded Assets. Nothing herein contained shall be deemed to sell, transfer, assign or convey the Excluded Assets to BuyerPurchaser, and Sellers Seller or a Subsidiary 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:

Appears in 1 contract

Samples: Asset Purchase Agreement (New York Mortgage Trust Inc)

Excluded Assets. Nothing Notwithstanding anything to the contrary contained herein, nothing herein contained shall be deemed to sell, transfer, assign or convey the Excluded Assets to BuyerPurchaser, and the Sellers shall retain all right, title and interest to, in and under under, and all obligations with respect to, the Excluded Assets. For all purposes of and under this Agreement, the term “Excluded Assets” shall mean means all assets, properties, interests and rights of the Sellers other than the Purchased Assets, including each all of the following assetsSellers’ respective right, title and interest in and to the following:

Appears in 1 contract

Samples: Restructuring Agreement (Steven Madden, Ltd.)

Excluded Assets. Nothing herein contained shall be deemed to sell, transfer, assign or convey the Excluded Assets to BuyerPurchaser, and Sellers Seller 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 Seller and its Subsidiaries other than the Purchased Assets, including each of the following assets:

Appears in 1 contract

Samples: Asset Purchase Agreement (Global Crossing LTD)

Excluded Assets. Nothing herein contained shall be deemed to sell, transfer, assign or convey the Excluded Assets to the Buyer, and Sellers the Seller shall retain all right, title and interest to, in and under the Excluded Assets. “Excluded Assets” shall mean all assetsassets of Seller, properties, interests and rights of Sellers other than the Purchased Assets, including each of the following assets:

Appears in 1 contract

Samples: Asset Purchase Agreement (AquaBounty Technologies, Inc.)

Time is Money Join Law Insider Premium to draft better contracts faster.