Assets Excluded from Sale. Notwithstanding other contrary provisions of this Agreement, the following property and assets of Seller are expressly excluded from the sale to Purchaser (the "EXCLUDED ASSETS"):
(a) Any employee benefit plan (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974 ("ERISA")) with respect to which Seller or any entity which, together with Seller, would be deemed a "single employer" (within the meaning of Sections 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986, as amended (the "CODE")) is a plan sponsor or would otherwise have any potential liability.
(b) Any of Seller's causes of action, judgments, claims and demands of whatever nature, except those related to the Purchased Assets and the Assumed Liabilities.
(c) Articles of Incorporation, Bylaws, corporate seal and original minute books of Seller (it being agreed that copies of those minutes relating to the sale of the Business shall be supplied to Purchaser before the Closing), qualifications to conduct business as a foreign corporation, taxpayer and other identification numbers and other documents relating to the organization, maintenance and existence of Seller as a corporation.
(d) All financial records of Seller relating to the Business, including Seller's general ledger and related items, tax returns and related work papers (it being agreed that copies of those financial records relating to the Business shall be supplied to Purchaser before the Closing).
(e) All of Seller's cash (including cash received after the Closing for products or services relating to the Business delivered on or before the Closing) and cash equivalents, including all deposits and other prepaid items not described in Section 1(d) of this Agreement.
(f) All rights of Seller under this Agreement and all other related agreements to which Seller is a party contemplated by this Agreement.
(g) All of Seller's personnel records and other records that Seller is required by law to retain in its possession and all invoices, expense reports and purchase orders.
(h) All of Seller's claims for refunds of Taxes and other governmental charges of whatever nature relating to periods prior to the Closing Date.
(i) Other than the licensed software located on the personal computers used by the Scheduled Employees, all of Seller's enterprise-wide licensed software including, without limitation, Lotus/Notes software used for artifact management, server software that connects the Austin IT infrastruct...
Assets Excluded from Sale. Other than the Purchased Assets, Buyer is not purchasing and Seller is not selling any other asset or right of Seller and the parties hereby expressly exclude the assets set forth on Schedule 1.2 to the Seller Disclosure Letter.
Assets Excluded from Sale. Only the Acquired Assets as described in Section 1.1 are being sold and purchased pursuant to this Agreement.
Assets Excluded from Sale. Without limiting the license granted to Buyer under Section 2.2(a), all properties, assets (including, without limitation, intangible assets, Patent Rights and other intellectual property rights) and rights owned or Controlled by Seller or its Affiliates, other than the Purchased Assets, are excluded from the sale and are not being transferred to Buyer pursuant to this Agreement (collectively, the “Excluded Assets”).
Assets Excluded from Sale. The remaining assets of Seller shall be excluded from the sale by Seller to Purchaser except as described in Section 1.1 above. All billed accounts receivable of the Business through the Closing Date are excluded from the sale by Seller to Purchaser, provided however, Seller agrees not to accept early renewals or accelerate business or extend customer support duration in any manner outside of its normal course of business prior to the Closing Date. Schedule 1.2 specifically identifies the assets retained by Seller.
Assets Excluded from Sale. There shall be excluded from sale under this Agreement those assets specifically identified on Schedule 2 (the "Excluded Assets").
Assets Excluded from Sale. There shall be excluded from the sale and purchase under this Agreement (and accordingly nothing in this Agreement shall operate as a sale from the Seller or any of its Affiliates) of any Excluded Assets. Except as expressly provided in this Agreement or in a Transaction Document, nothing in this Agreement will be construed as conferring to the Purchaser any licence or other right or interest, by implication, estoppel or otherwise, in any Intellectual Property right of the Seller, its Affiliates, or its collaboration partners.
Assets Excluded from Sale. Expressly excluded from the assets being sold by DevElements to Propster is a right reserved unto DevElements to license Propster software to its current landlord at 11600 Sunrise Valley Drive, Reston, Virginia. Included among the proxxxxxxxx xxxxxxxxx xx Xxxxxxxx xx xxxxxxxxxx with these reserved rights are the landlord, 11600 I Sunrise Limited Partnership, and the Bernstein management organization. DevElements will negotiate any suxx xxxxxxe of Propster so reserved with the advice of those employees and agents of lceWEB and/or its other subsidiaries and/or Propster. These licensing rights reserved unto DevElements are expressly intended to facilitate the negotiation by DevElements of any commercial lease amendment which is determined to be in the best interests of DevElements.
Assets Excluded from Sale. Other than the Purchased Assets, Buyer is not purchasing and Seller is not selling any other asset or right of Seller.
Assets Excluded from Sale. Notwithstanding any other provision of this Agreement to the contrary, the following property and assets of the Seller are excluded from the sale to the Purchaser (collectively, the "Excluded Assets"):
