Assets Excluded Assets Clause Samples
The 'Assets; Excluded Assets' clause defines which assets are included in a transaction and, importantly, which assets are specifically excluded from it. In practice, this clause lists the tangible and intangible assets that will transfer to the buyer, such as inventory, equipment, or intellectual property, while also detailing items that will remain with the seller, like certain cash accounts or personal property. By clearly distinguishing between included and excluded assets, the clause ensures both parties have a mutual understanding of what is being transferred, thereby preventing disputes and misunderstandings regarding ownership after the transaction closes.
Assets Excluded Assets. As used herein, the term “Assets” shall include the Interests and the Other Assets. The term “Excluded Assets” shall mean all of Seller’s right, title and interest in and to all assets of Seller other than the Interests and the Other Assets, including, but not limited to, the following:
Assets Excluded Assets. (a) Subject to the terms and conditions of this Agreement, at the Closing provided for in Section 1.3, Seller shall sell, convey, assign, transfer and deliver, or shall cause to be sold, conveyed, assigned, transferred and delivered to Buyer, all of Seller's right, title and interest in and to the assets, whether tangible or intangible, real, personal or mixed, directly or indirectly owned by Seller or to which Seller is directly or indirectly entitled and, in any case, belonging to or used exclusively in the Business (collectively, the "ASSETS"), including the following:
(i) all the Tangible Personal Property (as defined below), including the items listed on Section 3.8(h) of the Company Letter;
(ii) the Enterprise Management Solution IP (as defined below and as listed on Section 3.10(a) of the Company Letter), subject to Section 3.10(q);
(iii) all portions and components of Seller's proprietary technology products listed on Section 3.9(a) of the Company Letter;
(iv) Subject to Section 3.10(r), certain rights to the Intellectual Property Rights used or held under license for use in connection with the Business and the RCM Business (the "SHARED INTELLECTUAL PROPERTY"), as listed on Section 3.10(r) of the Company Letter;
(v) all transferable licenses, permits, authorizations, consents, approvals, orders, filings or registrations with any court or administrative or governmental authority owned, utilized or held by Seller that relate exclusively to the Business (collectively, the "PERMITS"), including copies of all other licenses, permits, authorizations, consents, approvals, orders, filings or registrations with any court or administrative or governmental authority owned, utilized or held by Seller that do not relate exclusively to the Business but are necessary to the operation of the Business in the ordinary course (collectively, the "NON-EXCLUSIVE PERMITS"), as set forth on Section 1.1(a)(v) of the Company Letter and provided that the Non-Exclusive Permits shall not be transferred as part of the Assets;
(vi) all customer or vendor lists used exclusively in connection with the Business and copies of all customer or vendor lists used non-exclusively in connection with the Business, as previously provided to Buyer, or other documents used by Seller exclusively in connection with the Business, including, but not limited to, correspondence, credit information, manuals and data, sales, marketing and advertising materials;
(vii) all rights, deposits, advance pay...
Assets Excluded Assets