Common use of Excluded Assets Clause in Contracts

Excluded Assets. Buyer expressly understands and agrees that the following assets and properties of Seller (the "Excluded Assets") shall be excluded from the Purchased Assets:

Appears in 9 contracts

Samples: Asset Purchase Agreement (Veramark Technologies Inc), Asset Purchase Agreement (Veramark Technologies Inc), Asset Purchase Agreement (Communicate Com Inc)

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Excluded Assets. Buyer expressly understands and agrees that the following assets and properties of Seller (the "Excluded Assets") shall be excluded from the Purchased Assets:

Appears in 8 contracts

Samples: Asset Purchase Agreement (Cyalume Technologies Holdings, Inc.), Asset Purchase Agreement (Veramark Technologies Inc), Asset Purchase Agreement (DealerTrack Holdings, Inc.)

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:

Appears in 6 contracts

Samples: Asset and Stock Purchase Agreement, Asset and Stock Purchase Agreement (Texas Instruments Inc), Asset Purchase Agreement (Affinity Gaming, LLC)

Excluded Assets. Notwithstanding anything herein to the contrary, Buyer expressly understands and agrees that the following assets and properties of Seller the Sellers and their respective Affiliates (the "Excluded Assets") shall be excluded from the Purchased Assets:

Appears in 5 contracts

Samples: Asset Purchase Agreement (Contura Energy, Inc.), Asset Purchase Agreement (Contura Energy, Inc.), Asset Purchase Agreement (Alpha Natural Resources, Inc.)

Excluded Assets. Buyer expressly understands and agrees that the following assets and properties of Seller (the "Excluded Assets") shall will be excluded from the Purchased Assets:

Appears in 4 contracts

Samples: Asset Purchase Agreement (Commercetel Corp), Asset Purchase Agreement (Commercetel Corp), Asset Purchase Agreement (Axiologix Education Corp)

Excluded Assets. Buyer expressly understands and agrees that all of Seller’s assets other than the following assets and properties of Seller (the "Excluded Assets") Purchased Assets shall be excluded from the Purchased transactions contemplated hereby (such excluded assets, the “Excluded Assets:”).

Appears in 4 contracts

Samples: Asset Purchase Agreement (GAIN Capital Holdings, Inc.), Asset Purchase Agreement (Global Brokerage, Inc.), Asset Purchase Agreement (GAIN Capital Holdings, Inc.)

Excluded Assets. Buyer expressly understands and agrees that the following assets and properties of Seller (the "Excluded Assets") shall not be acquired by Buyer and are excluded from the Purchased Assets:

Appears in 3 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Sinclair Broadcast Group Inc), Asset Purchase Agreement (Sinclair Broadcast Group Inc)

Excluded Assets. Buyer expressly understands and agrees that the following assets and properties of Seller (the "Excluded Assets") shall will be excluded from the Purchased Acquired Assets:

Appears in 3 contracts

Samples: Asset Purchase Agreement (Mobivity Holdings Corp.), Asset Purchase Agreement (Mobivity Holdings Corp.), Asset Purchase Agreement (Commercetel Corp)

Excluded Assets. Notwithstanding anything to the contrary contained herein, Buyer expressly understands acknowledges and agrees that the following assets and properties of Seller (the "Excluded Assets") shall not be acquired by Buyer and are excluded from the Purchased Station Assets:

Appears in 3 contracts

Samples: Asset Purchase Agreement (Entercom Communications Corp), Asset Purchase Agreement (Entercom Communications Corp), Asset Purchase Agreement (Regent Communications Inc)

Excluded Assets. Buyer expressly understands and agrees that the following assets and properties of Seller and its Subsidiaries (collectively, the "Excluded Assets") shall be excluded from the Purchased Assets:

Appears in 3 contracts

Samples: Asset Purchase Agreement (Murphy Oil Corp /De), Asset Purchase Agreement (Calumet Specialty Products Partners, L.P.), Asset Purchase Agreement (Murphy Oil Corp /De)

Excluded Assets. Buyer The Buyers and the Sellers expressly understands understand and agrees that agree that, notwithstanding anything to the contrary contained herein, the following assets and properties of Seller the Sellers (the "Excluded Assets") shall be excluded from the Purchased AssetsAssets and shall remain assets and properties of the Sellers or their Affiliates following the Closing:

Appears in 2 contracts

Samples: Purchase Agreement, Purchase Agreement (BioScrip, Inc.)

Excluded Assets. Buyer expressly understands and agrees that the following assets and properties of Seller (the "Excluded Assets") shall be excluded from the Purchased AssetsTransferred Assets and shall be retained by Seller:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Aftermarket Technology Corp), Asset Purchase Agreement (Aftermarket Technology Corp)

Excluded Assets. Buyer Notwithstanding Section 2.01, Purchaser and Seller expressly understands understand and agrees agree that the following assets and properties of Seller (the "Excluded Assets") shall be excluded from the Purchased Assets:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Digital Equipment Corp), Asset Purchase Agreement (Digital Equipment Corp)

Excluded Assets. Buyer expressly understands and agrees that the following assets assets, properties and properties rights of Seller (the "Excluded Assets") shall be excluded from the Purchased Assets (collectively, the "Excluded Assets:"):

Appears in 2 contracts

Samples: Asset Purchase Agreement (Jupitermedia Corp), Asset Purchase Agreement (Jupitermedia Corp)

Excluded Assets. Notwithstanding anything to the contrary contained herein, Buyer expressly understands and agrees that the following assets and properties of Seller the Sellers (the "Excluded Assets") shall be retained by the Sellers, and shall be excluded from the Purchased Assets:

Appears in 2 contracts

Samples: Purchase Agreement (Hd Supply, Inc.), Purchase Agreement (Anixter International Inc)

Excluded Assets. Buyer Buyers expressly understands understand and agrees agree that the following assets and properties of Seller Sellers and Sellers’ Affiliates (the "Excluded Assets") shall be excluded from the Purchased Assets:

Appears in 2 contracts

Samples: Asset and Stock Purchase Agreement (Teradyne Inc), Asset and Stock Purchase Agreement (Amphenol Corp /De/)

Excluded Assets. Buyer expressly understands and agrees that the following assets and properties of Seller Sellers (the "Excluded Assets") shall be excluded from the Purchased Assets:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Sinclair Broadcast Group Inc), Asset Purchase Agreement (Axeda Systems Inc)

Excluded Assets. Buyer expressly understands Notwithstanding anything to the contrary contained herein, the Purchaser acknowledge and agrees agree that the following property and assets and properties of the Seller (the "Excluded Assets") shall be are excluded from the Purchased Assetssale, assignment, conveyance, and transfer by the Seller to the Purchaser herein contemplated:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Amphitrite Digital Inc), Asset Purchase Agreement (Amphitrite Digital Inc)

Excluded Assets. Notwithstanding anything in Section 2.01 to the contrary, Buyer expressly understands and agrees that the following assets and properties of Seller (the "Excluded AssetsEXCLUDED ASSETS") shall be excluded from the Purchased Assets:

Appears in 2 contracts

Samples: Asset Purchase Agreement (CTN Media Group Inc), Asset Purchase Agreement (Stein Avy H)

Excluded Assets. Buyer expressly understands and agrees that the following assets and properties of Seller Sellers (the "Excluded Assets") shall be excluded from the Purchased Assets:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Young Broadcasting Inc /De/), Asset Purchase Agreement (Pacific Softworks Inc)

Excluded Assets. Buyer expressly understands and agrees that the following assets assets, properties and properties rights of Seller (the "Excluded Assets") shall be excluded from the Purchased Assets:

Appears in 2 contracts

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

Excluded Assets. Buyer expressly understands and agrees that the following assets and assets, properties or interest therein of Seller (the "Excluded AssetsEXCLUDED ASSETS") shall be excluded from the Purchased Assets:

Appears in 1 contract

Samples: Asset Purchase Agreement (Donjoy LLC)

Excluded Assets. Notwithstanding Section 2.1 above, Buyer expressly understands and agrees that the following assets and properties of Seller (the "Excluded Assets") shall be excluded from the Purchased Assets:

Appears in 1 contract

Samples: Asset Purchase Agreement (Transwitch Corp /De)

Excluded Assets. Buyer expressly understands Purchaser and agrees Sellers agree that the following assets and properties of Seller Sellers (the "Excluded Assets") shall be retained by Sellers and shall be excluded from the Purchased Transferred Assets:

Appears in 1 contract

Samples: Stock and Asset Purchase Agreement (Provant Inc)

Excluded Assets. Notwithstanding any provision in this Agreement to the contrary, Buyer expressly understands and agrees that the following assets assets, properties and properties rights of Seller (the "Excluded Assets") shall be excluded from the Purchased Assets (the “Excluded Assets:”):

Appears in 1 contract

Samples: Asset Purchase Agreement (Sciquest Inc)

Excluded Assets. Buyer expressly understands and agrees that the following assets and properties of Seller the Sellers (the "Excluded Assets") shall be excluded from the Purchased Assets:

Appears in 1 contract

Samples: Stock and Asset Purchase Agreement (TerraVia Holdings, Inc.)

Excluded Assets. Buyer and the Company expressly understands understand and agrees agree that the following assets and properties of Seller (the "Excluded Assets") shall be excluded from the Purchased Assets:

Appears in 1 contract

Samples: Contribution Agreement (TerraVia Holdings, Inc.)

Excluded Assets. Buyer Notwithstanding anything to the contrary herein or otherwise, Buyers expressly understands understand and agrees agree that the following assets and properties of Seller (the "Excluded Assets") shall be excluded from the Purchased Assets:

Appears in 1 contract

Samples: Asset Purchase Agreement (Anchor Glass Container Corp)

Excluded Assets. Buyer expressly understands and agrees that Buyer is acquiring substantially all of the assets of Seller and that the following assets and properties of Seller (the "Excluded Assets") shall be excluded from the Purchased Assets:

Appears in 1 contract

Samples: Asset Purchase Agreement (Parexel International Corp)

Excluded Assets. Buyer expressly understands and agrees that the following assets and properties of Seller (the "Excluded Assets") shall be excluded from the Purchased Assets (the “Excluded Assets:”):

Appears in 1 contract

Samples: Asset Purchase Agreement (Fisher Communications Inc)

Excluded Assets. Buyer Purchaser expressly understands and agrees that the following assets and properties of Seller (the "Excluded Assets") shall be excluded from the Purchased Assetssale and transfer of the Business:

Appears in 1 contract

Samples: Business Purchase Agreement (Fiberite Holdings Inc)

Excluded Assets. Buyer and SVT expressly understands understand and agrees agree that the following assets and properties of Seller (the "Excluded Assets") shall be excluded from the Purchased Assets:

Appears in 1 contract

Samples: Asset Purchase Agreement (Conversion Services International Inc)

Excluded Assets. The Buyer expressly understands and agrees that the following assets and properties of Seller the Sellers (the "Excluded Assets") shall be excluded from the Purchased Assets:

Appears in 1 contract

Samples: Asset Purchase Agreement (Onepoint Communications Corp /De)

Excluded Assets. The Buyer expressly understands and agrees that the following assets and properties of the Seller (the "Excluded Assets") shall be excluded from the Purchased Assets:

Appears in 1 contract

Samples: Asset Purchase Agreement (Vocus, Inc.)

Excluded Assets. Buyer expressly understands and agrees that the following assets and properties of Seller (the "Excluded AssetsEXCLUDED ASSETS") shall be excluded from the Purchased Assets:

Appears in 1 contract

Samples: Asset Purchase Agreement (T Cell Sciences Inc)

Excluded Assets. Buyer expressly understands and agrees that the following assets and properties of Seller Sellers (the "Excluded Assets") shall will be excluded from the Purchased Assets:

Appears in 1 contract

Samples: Asset Purchase Agreement (Datalogic International Inc)

Excluded Assets. Buyer expressly understands and agrees that the following assets and properties of Seller (the "Excluded Assets") shall be excluded from the Purchased AssetsTransferred Assets and shall be retained by Seller:

Appears in 1 contract

Samples: Asset Purchase Agreement (Roller Bearing Co of America Inc)

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Excluded Assets. Buyer Seller and Purchaser expressly understands understand and agrees agree that the following assets assets, rights and properties of Seller (the "Excluded Assets") shall be excluded from the Purchased Acquired Assets (the “Excluded Assets:”):

Appears in 1 contract

Samples: Asset Purchase Agreement (Emmis Communications Corp)

Excluded Assets. Buyer expressly understands and agrees that that, notwithstanding Section 2.01, the following assets and properties of Seller Sellers (the "Excluded Assets") shall be excluded from the Purchased Assets:

Appears in 1 contract

Samples: Asset Purchase Agreement (Arthrocare Corp)

Excluded Assets. Buyer Notwithstanding Section 2.01, Purchaser and Seller expressly understands understand and agrees agree that the following assets and properties of Seller and its Affiliates (the "Excluded Assets") shall be excluded from the Purchased Assets:

Appears in 1 contract

Samples: Asset Purchase Agreement (Silicon Valley Bancshares)

Excluded Assets. Buyer Notwithstanding anything to the contrary herein or otherwise, Purchaser expressly understands and agrees that the following assets and properties of Seller the Sellers (the "Excluded Assets") shall be excluded from the Purchased Assets:

Appears in 1 contract

Samples: Asset Purchase Agreement (Media Service Group Inc)

Excluded Assets. Buyer expressly understands and agrees that the following assets and properties of Seller the Sellers (the "Excluded Assets") shall not be acquired by Buyer and are excluded from the Purchased Assets:

Appears in 1 contract

Samples: Option Agreement (Sinclair Broadcast Group Inc)

Excluded Assets. Buyer Notwithstanding Section 2.1, Purchaser and Seller --------------- expressly understands understand and agrees agree that the following assets and properties of Seller (the "Excluded Assets") shall be excluded from the Purchased Assets:

Appears in 1 contract

Samples: Asset Purchase Agreement (New Focus Inc)

Excluded Assets. Buyer expressly understands and agrees that the following assets and properties of Seller Entities (the "Excluded Assets") shall be excluded from the Purchased Assets:

Appears in 1 contract

Samples: Asset Purchase Agreement (DealerTrack Holdings, Inc.)

Excluded Assets. Notwithstanding anything to the contrary contained herein, Buyer expressly understands acknowledges and agrees that the following assets and properties of Seller (the "Excluded Assets") shall not be acquired by Buyer and are excluded from the Purchased Station Assets:

Appears in 1 contract

Samples: Asset Purchase Agreement (Nextmedia Operating Inc)

Excluded Assets. Buyer expressly understands and agrees that the following assets and properties of Seller or its Subsidiaries (the "Excluded Assets") shall be excluded from the Purchased Assets:

Appears in 1 contract

Samples: Asset Purchase Agreement (Magellan Health Services Inc)

Excluded Assets. Buyer expressly understands and agrees that the following assets and properties of Seller and Leadership (the "Excluded Assets") shall be excluded from the Purchased Assets:

Appears in 1 contract

Samples: 01 Asset Purchase Agreement (Adelphia Communications Corp)

Excluded Assets. The Buyer expressly understands and agrees that the following assets assets, properties and properties of Seller rights (the "Excluded Assets") are excluded from, and shall not be excluded from counted among, the Purchased Assets:

Appears in 1 contract

Samples: Asset Purchase Agreement (Gencorp Inc)

Excluded Assets. Buyer expressly understands and agrees that the following assets and properties of Seller and the High Plains Entities (the "Excluded Assets") shall not be acquired by Buyer and are excluded from the Purchased Assets:

Appears in 1 contract

Samples: Asset Purchase Agreement (Sinclair Broadcast Group Inc)

Excluded Assets. Buyer expressly understands and agrees that the --------------- following assets and properties of Seller (the "Excluded Assets") shall be --------------- excluded from the Purchased Assets:

Appears in 1 contract

Samples: Asset Purchase Agreement (Discreet Logic Inc)

Excluded Assets. Buyer expressly understands Notwithstanding the foregoing, Purchaser and agrees Seller understand and agree that the following assets and properties of Seller (the "Excluded Assets") shall be excluded from the Purchased AssetsTransferred Assets and Seller and its Affiliates shall retain all of their right, title and interest in the following assets:

Appears in 1 contract

Samples: Asset Purchase Agreement (RRSat Global Communications Network Ltd.)

Excluded Assets. Buyer The Purchaser and the Seller expressly understands understand and agrees agree that the following assets and properties of the Seller shall be excluded from the Purchased Assets (the "Excluded Assets") shall be excluded from the Purchased Assets:):

Appears in 1 contract

Samples: Asset Purchase Agreement (Quantum Corp /De/)

Excluded Assets. The Buyer and the Seller expressly understands understand and agrees agree that the following assets and properties of the Seller (the "Excluded Assets") shall be excluded from the Purchased Acquired Assets (the “Excluded Assets:”):

Appears in 1 contract

Samples: Asset Purchase Agreement (Silicon Graphics International Corp)

Excluded Assets. Buyer expressly understands and agrees that the following assets and properties of Seller and the Seller Affiliates (the "Excluded Assets") shall be excluded from the Purchased AssetsAcquired Assets and shall be retained by Seller and the Seller Affiliates:

Appears in 1 contract

Samples: Asset Purchase Agreement (St Joe Paper Co)

Excluded Assets. Buyer expressly understands and agrees that the following assets and properties of Seller and its Subsidiaries (the "Excluded Assets") shall be excluded from the Purchased Assets:

Appears in 1 contract

Samples: Asset Purchase Agreement (Affinity Gaming, LLC)

Excluded Assets. Notwithstanding anything contained in --------------- Section 1.1, Buyer expressly understands and agrees that the following assets and properties of Seller (the "Excluded Assets") shall be excluded from the Purchased Assets:

Appears in 1 contract

Samples: Master Asset Purchase Agreement (Symmetricom Inc)

Excluded Assets. Notwithstanding anything to the contrary herein or otherwise, Buyer expressly understands and agrees that the following assets and properties of Seller Sellers (the "Excluded Assets") shall be excluded from the Purchased Assets:

Appears in 1 contract

Samples: Asset Purchase Agreement (Roxio Inc)

Excluded Assets. Buyer expressly understands and agrees that the following assets and properties of the Seller Entities (the "Excluded Assets") shall be excluded from the Purchased Assets:

Appears in 1 contract

Samples: Asset Purchase Agreement (DealerTrack Holdings, Inc.)

Excluded Assets. Buyer expressly understands and agrees that the following assets and properties of Seller (the "Excluded Assets") shall be excluded from the Purchased Acquired Assets:

Appears in 1 contract

Samples: Asset Purchase Agreement (Digital Music Group, Inc.)

Excluded Assets. Buyer expressly understands and agrees that the following assets and properties of Seller (the "Excluded Assets") shall be excluded from the Purchased Assets, without duplication:

Appears in 1 contract

Samples: Asset Purchase Agreement (Ultra Clean Holdings Inc)

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