2Excluded Assets Clause Samples
The 'Excluded Assets' clause defines which assets are specifically not included in the scope of a transaction or agreement. In practice, this clause lists particular items, such as certain intellectual property, cash, or contracts, that the seller will retain and not transfer to the buyer. By clearly identifying these assets, the clause prevents misunderstandings and disputes over ownership, ensuring both parties are aware of what is and is not being conveyed in the deal.
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 by ...
2Excluded Assets. Notwithstanding anything to the contrary in this Agreement, the Acquired Assets do not include, and Seller and its Affiliates, as applicable, shall not sell, convey, assign, transfer or deliver to Buyer, any assets other than the Acquired Assets, and, without limiting the generality of the foregoing, expressly exclude the following assets of Seller or its Affiliates (such assets being collectively referred to hereinafter as the “Excluded Assets”):
(a) all cash (including cash on hand and cash in transit), cash equivalents, bank accounts, bank deposits, marketable securities, corporate credit cards and other similar cash items of Seller and its Affiliates;
(b) all rights of Seller or its Affiliates arising under this Agreement, any Transaction Document or from the consummation of the transactions contemplated hereby or thereby, including all rights arising under any Excluded Liability;
(c) all rights to any refunds of Taxes paid by Seller (or for which Seller has made an indemnification payment hereunder) (or amounts credited against current cash Taxes otherwise due and payable in lieu of such a refund) with respect to any Pre-Closing Tax Period, excluding, for the avoidance of doubt, any Tax refunds or credits for Property Taxes that are allocable to any Post-Closing Tax Period pursuant to Section 6.4(b), and any other tax assets of Seller or its Affiliates for any taxable period;
(d) all of Seller’s and its Affiliates intercompany account balances;
(e) all assets, tangible or intangible, wherever situated, not included in the Acquired Assets;
(f) all of Seller’s corporate seals, organizational documents, minute books, stock books, records (in each case, other than those set forth in Sections 2.1(h) - (i)).
(g) any attorney-client privilege, rights under the work-product doctrine, and equivalent rights in jurisdictions outside of the United States of Seller as a result of legal counsel representing Seller in connection with the transactions contemplated by the Agreement and the Transaction Documents, and all files maintained by Seller in connection with the transactions contemplated by this Agreement and the Transaction Documents; and
(h) other specifically identified excluded assets set forth on Schedule 2.2.
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 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 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. The Purchased Assets shall not include, and Seller reserves and retains all right, title and interest in and to, and obligations arising under, the Excluded Assets.
2Excluded Assets. Notwithstanding Section 2.1, the following assets (collectively, the "Excluded Assets") shall be excluded from this Agreement, and shall not be assigned or transferred to Purchaser:
2.2. 1Any insurance policies maintained by Seller with respect to the Business;
2.2. 2The consideration paid to Seller pursuant to this Agreement;
2.2. 3Assets constituting any pension or other funds for the benefit of Employees;
2.2. 4Seller's corporate minute books and stock books;
2Excluded Assets. Notwithstanding the terms of Section 2.1, the Seller will retain and will not sell, convey, assign, transfer or deliver to the Purchaser, and the Purchaser will not purchase or acquire, and the Purchased Assets do not include, any of the following assets described below (the “Excluded Assets”):