The Excluded Assets. The Purchased Assets shall not include (a) ------------------- any of the assets, whether tangible or intangible, real or personal, of the Pork Operations of Gold Xxxx'x Pet Food and Animal Health Division, (b) any cash, (c) any insurance policies and the rights to refunds thereunder other than as the parties may agree upon in writing (d) all assets of Gold Xxxx Plans and Programs, (e) any tax refunds, (f) the trade names and trademarks containing the name "Gold Xxxx", "GK" or any variations thereof, (g) any current assets of the Inputs Business that are not included in the Post-Closing Statement of Net Current Asset Value, including any intercompany or intracompany receivables or claims, (h) any causes of action or claims that Gold Xxxx may have against third parties with respect to matters occurring prior to Closing, (i) all assets other than the Records that are located at the Gold Xxxx principal office located at Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx, (x) all assets of any business or business activities of Gold Xxxx which are not part of the Inputs Business, (k) any shares of common stock or patronage preferred stock of CF Industries, Inc. held by Gold Xxxx at the Closing, or (l) any other equity interest or investments (other than the Southern States equity referred to in Section 2.1(j) (the "Excluded Assets").
The Excluded Assets. Seller shall not sell and transfer and shall retain, and Buyer shall not purchase or acquire, all of the following assets and properties of Seller, as follows (collectively, the “Excluded Assets”):
The Excluded Assets. Seller shall not sell and Acquiror shall not purchase or acquire and the Assets shall not include:
The Excluded Assets. For purposes of this definition, the number of days that a subscriber account receivable is “past due” will be determined from the first day of the period for which the applicable billing relates.
The Excluded Assets. 45 SCHEDULE 6....................................................................46
The Excluded Assets. The foregoing notwithstanding, but without waiving or limiting the minimum working capital condition set forth in Section 6.8, the Purchased Assets shall not include cash on hand or in bank accounts (the "Excluded Assets").
The Excluded Assets. The Corporation's Assets shall not include the following which shall be and remain the property of the Seller and shall not be transferred or conveyed to Purchaser at Closing (the "Excluded Assets"):
The Excluded Assets. Anything herein to the contrary notwithstanding, the ------------------- Purchased Assets shall not include the Excluded Contracts, which Excluded Contracts shall be retained by Seller.
The Excluded Assets. The Assets shall not include any of the following (referred to herein as the "Excluded Assets"): (A) all overriding royalty interests, royalty interests and mineral fee interests owned of record by any Seller to the extent the exclusion of same does not result in any Seller having a lesser Net Revenue Interest in any Property than the Net Revenue Interest for such Property set forth in Exhibit A; (B) all trade credits and all accounts, instruments and general intangibles (as such terms are defined in the Uniform Commercial Code) attributable to the Assets with respect to any period of time prior to the Effective Time; (C) all claims and causes of action of any Sellers (i) arising from acts, omissions or events, or damage to or destruction of property occurring and attributable to times prior to the Effective Time, or (ii) arising under or with respect to any Assets that are attributable to periods of time prior to the Effective Time (including claims for adjustments or refunds), or (iii) with respect to any of the Excluded Assets; (D) all rights and interests of any Sellers (i) under any policy or agreement of insurance or indemnity, (ii) under any bond, or (iii) to any insurance or condemnation proceeds or awards arising, in each case, from acts, omissions or events, or damage to or destruction of property occurring prior to the Effective Time; (E) all oil, gas or other hydrocarbons produced and sold from the Leases with respect to all periods prior to the Effective Time, together with all proceeds from or of such substances; (F) claims of any Seller for refunds of or loss carry forwards with respect to (i) production or any other taxes attributable to any period prior to the Effective Time, (ii) income or franchise taxes, or (iii) any taxes attributable to the Excluded Assets; (G) subject to Section 6.3(B), all amounts due or payable to any Seller as adjustments to insurance premiums related to the Assets with respect to any period prior to the Effective Time; (H) except to the extent Sellers receive an upward adjustment to the Base Purchase Price for such matters, all proceeds, income or revenues (and any security or other deposits made) attributable to (i) the Assets and relating to any period prior to the Effective Time, or (ii) any Excluded Assets; (I) all of Sellers' proprietary computer software, patents, trade secrets, copyrights, names, trademarks, logos and other intellectual property; (J) all documents and instruments (except title opinions per...
The Excluded Assets. All actions shall have been taken to distribute to Seller (or otherwise dispose of) all of the assets and liabilities included in and as contemplated by Section 2.5.
