Assets Excluded. Notwithstanding anything herein contained to the contrary, the Properties do not include, and there is hereby excepted and reserved unto Seller, the following:
(a) Any accounts receivable or accounts payable accruing before the Effective Date including, but not limited to, all payments held in suspense for title or other reasons that are customary in the industry and which payments are attributable to periods of time prior to the Effective Date;
(b) All corporate, financial, tax and legal (other than title) records of Seller;
(c) All oil, gas or other hydrocarbon production from or attributable to the Properties with respect to all periods prior to the Effective Date, all proceeds attributable thereto, and all oil, gas or other hydrocarbons that, at the Effective Date, are owned by Seller and are in storage or within processing plants;
(d) Any refund of costs, taxes or expenses borne by Seller or Seller's predecessors in title attributable to periods prior to the Effective Date;
(e) Any and all proceeds from the settlements of contract disputes with purchasers of oil, gas or other hydrocarbons from the Properties, including settlement of take-or-pay disputes, insofar as said proceeds are attributable to periods of time prior to the Effective Date;
(f) Any and all proceeds from settlements with regard to reclassification of gas produced from the Properties, insofar as said proceeds are attributable to periods of time prior to the Effective Date;
(g) All claims (including insurance claims) and causes of action of Seller against one or more third parties arising from acts, omission or events occurring prior to the Effective Date and all claims under any joint interest audit attributable to any period prior to the Effective Date;
(h) Any geological, geophysical or seismic data, materials or information, including maps, interpretations records or other technical information related to or based upon any such data, materials or information, and any other asset, data, materials or information, the transfer of which is restricted or prohibited under the terms of any third party license, confidentiality agreement or other agreement or the transfer of which would require the payment of a fee or other consideration to any third party; provided, however, that if any such data, materials or information is transferable upon payment of a fee or other consideration, and if Buyer has paid such fee or other consideration prior to the Closing Date, then such data, materials o...
Assets Excluded. Notwithstanding anything to the contrary contained in this Agreement, the Purchaser will not purchase and acquire or obtain any right or license to, any of the Excluded Assets, and the Excluded Assets are specifically excluded from the assets to be sold, assigned, licensed and/or transferred to the Purchaser pursuant to this Agreement.
Assets Excluded. Notwithstanding anything to the contrary in this Agreement, Assets not described in Section 1.1 and the property and assets described below (collectively, the “Excluded Assets”) are expressly excluded from the transaction contemplated by this Agreement and do not comprise the Assets being transferred hereunder:
(a) Any FF&E owned by third parties, FF&E disposed of in the ordinary course of business prior to the Closing Date, and those items or categories of FF&E set forth on attached Exhibit B (the “Excluded FF&E”).
(b) Any signs or personal property which contain the name (or trade derivative thereof) or logo of Seller or its affiliates including all uniforms supplied to the Sellers’ employees.
(c) Trademarks, trade names, and similar intangibles including any right to use or interest in any of the names of Seller, the Affiliated Sellers, or any other subsidiary, affiliate or division of Seller, or any similar name or intangible registered or licensed to any of the foregoing, or any tradenames used by Seller.
(d) All property becoming upon installation or expiration of the relevant Lease or other leases, the property of the landlord or lessor thereof.
(e) All Inventory in transit not accepted by Buyer in accordance with Section 2.2(e).
(f) Any Location (together with its related Assets) excluded from the transactions contemplated by this Agreement pursuant to an express provision of this Agreement.
Assets Excluded. Except as expressly set forth herein, the --------------- Buyer shall not acquire any of the following assets, duties, responsibilities or obligations of the Seller:
(a) All assets of the Seller not directly attributable to the Branch Office;
(b) Any computer software or programs of the Seller;
(c) All Branch Office loans, if any, (including interest, fees, and charges payable by the obligors thereon) directly attributable to the Branch Office that are listed on Schedules 3.2(c); and
(d) All items of Furniture and Equipment, if any, expressly noted on Schedule 1.8 to be retained by the Seller. ------------
Assets Excluded. Buyer will not purchase from Sellers under this Agreement, and the Acquired Assets shall not include, any of the following assets or properties of Sellers, regardless of whether owned, held, or used in the operation of the Facilities or conduct of the Business (collectively, the "Excluded Assets"):
Assets Excluded. The following assets are specifically excluded in the sale of the business herein. (check all that are applicable): ❑ Cash on Hand ❑ Accounts Receivable ❑ Lease Deposit ❑ Utility Deposits ❑ Other:
Assets Excluded. Notwithstanding anything herein contained to the contrary (but subject to the terms of Section 1.3(b) with respect to the Designated Pre-Effective
(a) All trade credits and other proceeds attributable to the Oil and Gas Assets with respect to all periods prior to the Effective Time;
(i) All of Seller’s right, title, and interest in any oil, gas, or mineral leases, overriding royalties, production payments, net profits interests, fee mineral interests, fee royalty interests and other interests in oil, gas, and other minerals not expressly included in the definition of Oil and Gas Assets, and (ii) all oil, gas or other hydrocarbon production from or attributable to the Oil and Gas Assets with respect to all periods prior to the Effective Time, and all proceeds attributable thereto except for the marketable oil in storage described in Section 2.2(a)(i);
(c) Any refund of costs, Taxes or expenses borne by Seller or Seller’s predecessors in title attributable to periods prior to the Effective Time;
(d) Any and all proceeds from the settlements of contract disputes with purchasers of Hydrocarbons from the Oil and Gas Assets, including settlement of take-or-pay disputes, insofar as said proceeds are attributable to periods of time prior to the Effective Time;
(e) Any and all proceeds from settlements with regard to reclassification of gas produced from the Oil and Gas Assets, insofar as said proceeds are attributable to periods of time prior to the Effective Time;
(f) All claims (including insurance claims) and causes of action of Seller against one or more third parties arising from acts, omissions, or events occurring prior to the Effective Time and all claims under any joint interest audit attributable to any period prior to the Effective Time;
(g) All limited liability company, limited partnership, financial, acquisition, tax and legal (other than title) books and records of Seller;
(h) Any reserve data, materials or information, including reserve databases and interpretations related to or based upon any such data, materials or information;
(i) All leases for office premises used by Seller, and all furniture, fixtures and equipment located at any office other than the Longview Field Office, including computers, telephone equipment and other similar items of tangible personal property;
(j) All of Seller’s accounting or other administrative systems, computer software, patents, trade secrets, copyrights, names, trademarks, logos and other intellectual property;...
Assets Excluded. 2 c. Liabilities..................................................... 2 d. Closing and Closing Date........................................ 3
Assets Excluded. Except as enumerated above, the Seller shall retain and the Purchaser shall not acquire the remaining assets of the Seller. Without limiting the foregoing, the Purchased Assets shall be deemed not to include the following:
(i) All cash, cash equivalents, prepaid expenses, deposits, bank accounts and accounts receivable of the Seller; and
(ii) The Seller's rights under this Agreement.
Assets Excluded. 1.2.1 The following assets are not being sold by the Seller or purchased by the Buyer and are specifically excluded from the meaning of the term "Assets":
1.2.2 Cash and cash equivalent items, including Lender accounts, money market accounts, certificates of deposit and Lender deposits, on hand at the close of business on the Closing Date.
1.2.3 Accounts receivable to the extent arising from any trade-out transactions other than those listed on Exhibit E; and
