Common use of Assets Excluded from Sale Clause in Contracts

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 infrastructure of the Business to Seller's Dallas office, and corporate financial systems. (j) All of Seller's rights in insurance policies and insurance claims. (k) All trademarks, trade names, service marks and other intellectual property relating to or including the name "ObjectSpace" and "Voyager," and all derivations thereof, and all intellectual property relating to Seller's Voyager Software and C++ toolkit (Standards Toolkit;

Assets Excluded from Sale. Notwithstanding other contrary provisions of this Agreement, the following property and assets of Seller are expressly There shall be excluded from the sale to Purchaser (the "EXCLUDED ASSETS"): under this Agreement only (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 whichthose assets specifically identified in Exhibit 2 attached hereto, 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 the Seller's causes of actioncorporate charter or similar organizational documents, 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)bylaws, qualifications to conduct business as a foreign corporationcorporation or other business entity, arrangements with registered agents relating to foreign qualifications, taxpayer and other identification numbers numbers, seals, minute books, stock transfer books and other documents relating to stock certificates, (c) any of 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 Agreement, any document executed in connection herewith, and all any other related agreements to which agreement between Seller is a party contemplated by this Agreement. (g) All of Seller's personnel records on the one hand and Purchaser on the other records that Seller is required by law to retain in its possession hand entered into on or after the date hereof 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 on or prior to the Closing Date. , (d) the names "PIL", "PI", "PI Kids", "Publications International" and "Publications International, Ltd." and the goodwill associated with each of such names (provided, however, each such name will be available for limited use on a royalty free basis during the transition period specified in the Transition Services Agreement (as defined below) and only to the extent and for the uses set forth in the Transition Services Agreement), (e) all cash on hand and in banks and other cash items and cash equivalents of Sellers, (f) all receivables of Sellers to the extent that such receivables are payable from any Seller to any other Seller, (g) all of Sellers’ employee benefit plans, programs, arrangements and other commitments relating to their employees, whether written or oral, express or implied, (h) all prepaid expenses and deposits of Sellers with third parties, other than those included in final Closing Net Working Capital, (i) Other than all claims, rights and interest in and to any refunds of federal, provincial, state or local franchise, income or other taxes or fees of any nature whatsoever paid by Sellers for all taxable periods ending prior to, on or after 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 infrastructure of the Business to Seller's Dallas office, and corporate financial systems. Closing Date (j) All of Seller's rights in all life insurance policies of officers or other employees of Sellers and all other insurance claims. policies relating to the operation of the Business, (k) All trademarksthe "Poingo" trademark, trade (l) those internet domain names, service marks websites (including all URLs and website files, content and infrastructure and other intellectual property relating to or including related rights) of Seller not included on Schedule 6.16 and (m) assets used exclusively outside the name Business (collectively, the "ObjectSpace" and Excluded Assets"Voyager," and all derivations thereof, and all intellectual property relating to Seller's Voyager Software and C++ toolkit (Standards Toolkit;).

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.. EXHIBIT 2.1 (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 infrastructure of the Business to Seller's Dallas office, and corporate financial systems. (j) All of Seller's rights in insurance policies and insurance claims. (k) All trademarks, trade names, service marks and other intellectual property relating to or including the name "ObjectSpace" and "Voyager," and all derivations thereof, and all intellectual property relating to Seller's Voyager Software and C++ toolkit (Standards Toolkit;

Assets Excluded from Sale. Notwithstanding other contrary provisions of this Agreementthe foregoing, the Purchased Assets shall not include any of the following property assets, rights and assets properties of Seller are expressly excluded from (collectively, the sale to Purchaser (the "EXCLUDED ASSETS"):“Excluded Assets”), all of which shall be retained by Seller: (a) Any employee benefit plan (within For the meaning avoidance of Section 3(3) doubt, all assets, properties and rights, tangible or intangible, of every nature, kind and description other than the Employee Retirement Income Security Act of 1974 ("ERISA")) with respect to which Seller or any entity whichPurchased Assets, together with Seller, would be deemed a "single employer" (within including all Intellectual Properties Rights and intellectual property other than 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.Purchased IP; (b) Any of all the Seller's causes of action’s rights, judgments, claims interest and demands of whatever nature, except those related title to the Purchased Assets and the Assumed Liabilities.assets set forth on Schedule 1.2; (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 all of the Business shall be supplied to Purchaser before rights arising under those Contracts that are not Acquired Agreements or that are not specifically included in the Closing)Assumed Liabilities, qualifications to conduct business as a foreign corporation, taxpayer and other identification numbers and other documents relating to including the organization, maintenance and existence of Seller as a corporation.Contracts listed on Schedule 1.2; (d) All financial records all of Seller relating to the Business, including Seller's general ledger ’s cash 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).cash equivalents; (e) All all of Seller's cash (including cash received after the Closing for products or services relating ’s minute books and similar organizational records and, to the Business delivered on extent that Seller is prohibited from transferring to Buyer, or before is required to maintain, such records pursuant to applicable Laws and Regulations, records related to employees and employee benefit plans (other than copies of the Closing) and cash equivalents, including all deposits and other prepaid items not described Employees’ Records as provided in Section 1(d) of this Agreement.1.1(k)); (f) All rights all of Seller under this Agreement Seller’s Tax Returns (and any notes, work papers, files, or documents relating thereto) and all other related agreements rights 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 with respect to the period of whatever nature relating to periods time prior to the Closing Date.; (g) all of Seller’s insurance policies (including any prepaid insurance premiums related thereto) and all rights to claims and proceeds thereunder, except for rights to claims and proceeds under Seller’s insurance policies to the extent pertaining to the Purchased Assets; (h) all Employee Plans and any trusts or other assets attributable thereto; and (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 ’s rights under this Agreement and the Austin IT infrastructure of the Business consideration to Seller's Dallas office, and corporate financial systemsbe paid to Seller hereunder. (j) All of Seller's rights in insurance policies and insurance claims. (k) All trademarks, trade names, service marks and other intellectual property relating to or including the name "ObjectSpace" and "Voyager," and all derivations thereof, and all intellectual property relating to Seller's Voyager Software and C++ toolkit (Standards Toolkit;

Assets Excluded from Sale. Notwithstanding other contrary provisions of this Agreementthe foregoing, the Purchased Assets shall not include any assets other than the Purchased Assets described in Section 1.1 and the Schedules thereto, and shall not include the following property assets, rights and assets properties of Seller are expressly excluded from (collectively, the sale to Purchaser (the "EXCLUDED ASSETS"):“Excluded Assets”), all of which shall be retained by Seller: (a) Any employee benefit plan (within the meaning all 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.’s cash and cash equivalents; (b) Any all of Seller's causes of action, judgments, claims and demands of whatever nature, except those related to the Purchased Assets and the Assumed Liabilities.’s accounts receivable not set forth on Schedule 1.1(a); (c) Articles all of Incorporation, Bylaws, corporate seal and original Seller’s minute books of Seller (it being agreed that copies of those minutes relating and similar organizational records and, to the sale extent that Seller is prohibited from transferring to Buyer, or is required to maintain, such records pursuant to applicable Laws and Regulations, records related to employees and employee benefit plans (other than the personnel files of the Business shall be supplied to Purchaser before the ClosingContinuing Employees), 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 all of Seller Seller’s Tax Returns (and any notes, work papers, files, or documents relating thereto) and all rights to refunds of Taxes paid prior 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).Closing Date; (e) All all trademarks, service marks, trade dress, logos or trade name of Seller's cash (including cash received after ; [*] Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Closing for products or services relating Securities and Exchange Commission pursuant to Rule 406 of the Business delivered on or before the Closing) and cash equivalentsSecurities Act of 1933, including all deposits and other prepaid items not described in Section 1(d) of as amended. Confidential treatment has been requested with respect to this Agreementinformation. (f) All all of Seller’s insurance policies and all rights to claims and proceeds thereunder, except to the extent pertaining to or arising out of the Purchased Assets; (g) all Employee Plans and any trusts or other assets attributable thereto; (h) all of Seller’s rights under this Agreement and the consideration to be paid to Seller hereunder; (i) Any rights of Seller under this Agreement and all other related agreements to which the applicable insurance policy of 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 relation to the Closing Date. (i) Other than the licensed software located repair of that certain electrical panel malfunction which was repaired on the personal computers used by the Scheduled Employeesor about March 9, 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 infrastructure of the Business to Seller's Dallas office, and corporate financial systems.2015; and (j) All of Seller's rights in insurance policies The assets set forth on Schedule 1.2(j) and insurance claimsany attachments thereto. (k) All trademarks, trade names, service marks and other intellectual property relating to or including the name "ObjectSpace" and "Voyager," and all derivations thereof, and all intellectual property relating to Seller's Voyager Software and C++ toolkit (Standards Toolkit;