2Excluded Assets. Notwithstanding anything herein to the contrary, no Seller Party shall sell, transfer, convey, assign or deliver to Buyer, and Buyer shall not acquire or have any rights to acquire, any Seller Party’s right, title and interest in and to any of the following:
(a) any cash on hand or cash equivalents, bank accounts, bank deposits, investment accounts, lockboxes, certificates of deposit, benefits of credits, marketable securities or investments in other Persons, certificates of deposit or treasury bills, and other similar items of any Seller Party, whether or not attributable to the RFG Business;
(b) any Seller Party’s rights to claim refunds and causes of action not Related to the RFG Business;
(c) all rights of, and all consideration received by, the Seller Parties or their Affiliates under this Agreement or any Transaction Document;
(d) all Proprietary Rights of the Seller Parties not Related to the RFG Business, including, for the avoidance of doubt, the Calavo trademark or any derivative thereof and any Proprietary Right listed on Schedule 2.2(d);
(e) any Permits other than the Assigned Permits;
(f) all Tax Returns of the Seller Parties;
(g) any Tax refunds, including all net operating losses, Relating to the RFG Business or the Purchased Assets for Pre-Closing Tax Periods;
(h) any Contract other than the Assigned Contracts;
(i) all equity and other interests in the Seller Parties or any of Seller Party’s Subsidiaries, Affiliates, joint ventures or partnerships;
(j) the Personal Property other than the Transferred Personal Property;
(k) all assets used in connection with any Seller Party’s corporate functions (including, but not limited to, the Seller Parties’ Organizational Documents), tax records, taxpayer and other identification numbers, seals, minute books and stock transfer books and other corporate records;
(l) all of the assets owned and used by any Seller to perform legal, finance, accounting, information technology, human resources or other administrative services or corporate functions, wherever located, and by whomever possessed;
(m) all insurance policies and binders maintained by any Seller Party or its Affiliates, and all rights of action, lawsuits, benefits, claims, demands, rights of recovery and set-off, and proceeds, under or with respect to such insurance policies;
(n) any RFG Employee Plan, and the assets related thereto;
(o) all Books and Records other than the Transferred Books and Records;
(p) all personnel records as required...
2Excluded Assets. Notwithstanding Clause 2.1, Novartis shall not sell, transfer, or convey to Purchaser, and Purchaser shall not purchase and acquire the following (“Excluded Assets”):
(a) subject to the license rights granted to the Purchaser in the License Agreement and the Supply Agreement, the Licensed Assets;
(b) the name “Novartis”, “Ciba-Geigy”,“Sandoz” or “Alcon”, or any trademark, service mark, trade dress, logo, trade name or corporate name similar or related thereto;
(c) the accounts receivable and the accounts payable including any accruals, pre-paid expenses and any cash or cash equivalents of Novartis or any of its Affiliates relating to the Business, the Product or the Transferred Assets for the period prior to the Closing Date (“Net Receivables”);
(d) any real property or leaseholds (together with all fixtures and fittings related to any property), physical plant, machinery, equipment, motor vehicles or office equipment;
(e) any rights or assets belonging to the generic business of Sandoz (which is the generic division of Novartis), or any of its successors, containing the Active Pharmaceutical Ingredients, whether solely or in combination together or with other active ingredients;
(f) any rights or assets belonging to the over-the-counter business (which is a division of Novartis), or any of its successors, containing the Active Pharmaceutical Ingredients, whether solely or in combination together or with other active ingredients;
(g) any rights or assets belonging to the business of Alcon (which is a division of Novartis), or any of its successors, containing the Active Pharmaceutical Ingredients, whether solely or in combination together or with other active ingredients;
(h) any rights or assets belonging to Novartis Vaccines(which is a division of Novartis) or any of its successors, containing the Active Pharmaceutical Ingredients, whether solely or in combination together or with other active ingredients;
(i) any rights or assets outside the human pharmaceutical field (including but without limitation the use of the Active Pharmaceutical Ingredients, whether solely or in combination together or with other active ingredients in the veterinary pharmaceutical field);
(j) any rights or assets outside the Field or for countries outside the Territory for the Product but without prejudice to any rights that the Purchaser may have in connection with the new co-marketing agreement (referred to in Clause [ ]) to market the Product in the Territory and the Ekerior...
2Excluded Assets. Notwithstanding anything to the contrary contained in Section 1.1 or elsewhere in this Agreement, the following (collectively, the “Excluded Assets”) shall not be part of the sale and purchase contemplated hereunder, and are excluded from the Purchased Assets, and shall remain the property of ReShape after the Closing:
(a) any Tax Returns and Tax records of ReShape, and all Tax assets of ReShape and its Affiliates, including all losses, loss carryforwards and rights to receive refunds, credits, advance payments, and loss carryforwards to the extent attributable to Taxes of ReShape that constitute Excluded Liabilities;
(b) insurance policies and Claims thereunder, in each case, relating to the ReShape Business prior to Closing;
(c) all cash and cash equivalents of ReShape or any of its Affiliates;
(d) all real property owned by ReShape or any of its Affiliates;
(e) all minute books and corporate seals, stock books, Tax Returns and similar records of ReShape or any of its Affiliates other than the ReShape Books and Records;
(f) all claims and counterclaims relating to any Excluded Liabilities or Excluded Assets; and
(g) all claims, remedies and/or rights of ReShape under the terms of this Agreement or any Transactional Agreement.
2Excluded Assets. Notwithstanding anything to the contrary in this Agreement, the following assets of Seller Parties (the "Excluded Assets") are not part of the sale and purchase contemplated hereby, are excluded from the Acquired Assets and shall be retained by Seller Parties and remain the property of Seller Parties following the Closing:
(a) all assets and property of Seller Parties unrelated or not used by or in connection with the Business;
(b) all vehicles, tractors, trailers and other rolling stock other than the Rolling Stock;
(c) cash, checks, money orders, marketable securities, short-term instruments and other cash equivalents, funds in time and demand deposits or similar accounts, and any evidence of indebtedness issued or guaranteed by any Governmental Authority;
2Excluded Assets. Notwithstanding anything to the contrary contained herein, the Properties shall not include, and there is excepted, reserved, and excluded from the purchase and sale contemplated hereby, the properties described on Exhibit A-6 attached hereto.
2Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.1 or elsewhere in this Agreement, the following assets shall not be part of the sale and purchase contemplated hereunder, are excluded from the Purchased Assets, and shall remain the property of Seller after the Closing (collectively, the “Excluded Assets”):
(a) All original books and records of any kind relating to the operation of the Business in the possession of Seller including, but not limited to all files, Business Data, books of account, data/timesheet information, financial statements, files, other documentation relating to and for purposes of owning the Purchased Assets and conducting the Business, and copies (not originals) of Assigned Contracts;
(b) Insurance policies and proceeds and rights thereunder;
(c) All credit, deposits, rights to refund, claims for and rights to receive refunds of any nature arising in respect of Taxes relating to the Business for taxable periods (or portions thereof) ending on or prior to the Closing Date and any notes, worksheets, files or documents relating thereto;
(d) Those Contracts, and rights and obligations thereunder, set forth in Schedule 2.2(d) (the “Excluded Contracts”);
(e) Seller’s rights under or pursuant to this Agreement and the other agreements between Purchaser and Seller contemplated hereby;
(f) All bank accounts of Seller, including all cash and cash equivalents except as referenced in Section 2.1(b)(vi);
(g) The outstanding equity interests issued by Seller;
(h) All rights in connection with, and assets of, the Employee Plans;
(i) Those items of personalty listed on Schedule 2.2(i), if any;
(j) Seller’s corporate charter, qualifications to conduct business, arrangements with registered agents relating to foreign qualification, taxpayer and other identification numbers, seals, minute books, and similar organizational records of Seller; and
(k) Undeposited funds listed on Schedule 2.2(k), if any.
2Excluded Assets. Seller shall reserve and retain all of the Excluded Assets.
2Excluded Assets. Other than the Purchased Assets, Buyer expressly acknowledges and agrees that it is not purchasing or acquiring, and Sellers are not selling or assigning, any other assets or properties of Sellers, and all such other assets and properties shall be excluded from the Purchased Assets (the “Excluded Assets”). For greater certainty, Excluded Assets include the following assets and properties of each Seller:
a) all cash and cash equivalents, bank accounts and securities of such Seller;
b) the Excluded Contracts;
c) the organizational documents, minute books, stock books, Tax Returns, books of account or other records having to do with the corporate organization of such Seller, all employee-related or employee benefit-related files or records, and any other books and records which such Seller is prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retain;
d) all insurance policies of such Seller and all rights to applicable claims and proceeds thereunder;
e) all Tax assets (including Tax refunds and prepayments) of such Seller;
f) all personal property used by such Seller in its business other than the Tangible Property;
g) any Claims of such Seller’s estate under article 5 of the Bankruptcy Code or analogous state statutes including Claims under section 547, 548, 549 or 550 of the Bankruptcy Code, but excluding Claims expressly included in Section 2.1(n);
h) the rights which accrue or will accrue to such Seller under this Agreement and the documents and instruments delivered in connection herewith; and
i) the assets, properties and rights set forth in Schedule 2.2(i).
2Excluded Assets. Notwithstanding Clause 2.1, Novartis shall not sell, transfer, or convey to Purchaser, and Purchaser shall not purchase and acquire the following (“Excluded Assets”):
(a) subject to the license rights granted to the Purchaser in the License Agreement and the Supply Agreement, the Licensed Assets;
(b) the name “Novartis”, “Ciba-Geigy”,“Sandoz” or “Alcon”, or any trademark, service mark, trade dress, logo, trade name or corporate name similar or related thereto;
(c) the accounts receivable and the accounts payable including any accruals, pre-paid expenses and any cash or cash equivalents of Novartis or any of its Affiliates relating to the Business, the Product or the Transferred Assets for the period prior to the Closing Date (“Net Receivables”);
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2Excluded Assets. The following shall be excluded from Seller's Assets being sold and transferred hereunder:
(a) All liabilities or obligations of Seller, in existence as of the date herein.
