Assets Not Being Transferred. All assets, properties, interests in properties, and rights of the Seller not expressly identified in Section 1.1 or the Schedules referenced therein (the "Excluded Assets") are expressly excluded from the assets of the Seller being sold, assigned, or otherwise transferred to the Buyer.
Assets Not Being Transferred. Anything contained in this Agreement to the contrary notwithstanding, there are expressly excluded from the Purchased Assets the following:
(a) the consideration delivered to the Seller pursuant to this Agreement;
(b) all assets used primarily in connection with the Seller's corporate functions (including, but not limited to, corporate charters, seals, minute books, stock transfer ledgers, taxpayer and other identification numbers, tax returns, tax information and tax records), whether or not used for the benefit of the Business;
(c) claims or rights against third parties relating to any Excluded Asset or Excluded Obligation;
(d) all records relating to pending lawsuits to which the Seller is a party and which involve the Business;
(e) all assets related to or owned by any Employee Plan;
(f) all cash on hand or held on deposit on the Closing Date and owned by the Seller and related to the Business, to the extent not reflected on the Closing Balance Sheet;
(g) the Seller's rights, claims or causes of action relating hereto or any Related Document;
(h) all refunds of any Tax for which the Seller is liable pursuant to this Agreement;
(i) all liabilities or obligations under any contracts, agreements, licenses, personal property leases, commitments, purchase orders, sales orders, and other agreements not effectively assigned under this Agreement or under any Related Document;
(j) any information or records of the Seller, including, without limitation, financial records, used by the Seller or its Affiliates in connection with the conduct of its, or their, respective businesses generally and not relating primarily to the Purchased Assets or the Business; and
(k) any right or interest in the tradenames or brand names "Bell," "Giro," "Rhode Gear," "Vistalite," "Blacxxxxx," "BSI," "Bike Star," "Copper Canyon," "Cycle Products," "Bike Xtras," "Cycle Tech" or "Spoke Hedz," other than as specifically contemplated by Section 6.8 hereof. For convenience of reference, the assets, properties, interests in properties and rights of the Seller which do not constitute Purchased Assets pursuant to Section 1.1 or Section 1.2 are collectively called the "Excluded Assets" in this Agreement.
Assets Not Being Transferred. All assets, properties, interests in properties, and rights of the Seller not expressly identified in Section 1.1 or the schedules referenced therein (the "Excluded Assets") are expressly excluded from the assets of the Seller being sold, assigned, or otherwise transferred to the Buyer. Without limiting the generality of the foregoing, the initial contributions made by the Seller (and/or by any of the physicians who are members of the medical group operated by the Seller) to Cooperative of American Physicians, Inc./Mutual Protection Trust in respect of professional liability coverage are Excluded Assets, and any refunds in respect of such contributions shall be the property of the Seller (and/or of such physicians).
Assets Not Being Transferred. Except for the Purchased Assets, on the Closing Date, the Sellers are not selling, leasing, conveying, assigning, licensing, transferring or delivering to Purchaser, and Purchaser is not purchasing or acquiring any other Assets of the Sellers, including any of the Assets listed on Schedule 1.2.
Assets Not Being Transferred. Seller will retain and Buyer will not purchase the following ("Excluded Assets"):
A. All of Seller's right, title and interest under or related to this Agreement and the other Transaction Agreements, including, without limitation, the consideration delivered pursuant to this Agreement;
B. Minute books, stock transfer ledgers and original accounting records of Seller;
C. Cash and cash equivalents (including cash set aside as self-insurance for Construction Claims or other liabilities, provided that such cash will not then be treated as part of Liability Reserves); provided, however, that (i) to the extent that following the Closing Selling Parties receive any cash that constitutes an Acquired Asset or relates to an Assumed Liability, Selling Parties shall, as soon as practicable after receipt thereof, turn over such cash to Buyer, and (ii) to the extent that following the Closing Parent or Buyer receives any cash that constitutes an Excluded Asset or relates to an Excluded Liability, Parent and Buyer shall, as soon as practicable after receipt thereof, turn such cash over to Selling Parties;
D. Deferred tax assets, if any, and any other assets that, as a result of the acquisition, will be written off by Buyer, as identified on Schedule 2.3, which will be prepared by Buyer;
E. Insurance policies relating to any Excluded Contracts or Excluded Construction Claims;
F. Employee benefit plans maintained by Selling Parties;
Assets Not Being Transferred. On the Closing Date, the Company is not contributing, leasing, conveying, assigning, licensing, transferring or delivering to NewCo, and NewCo is not accepting or acquiring, any of the following Assets of the Company (all such Assets collectively, the “Excluded Assets”): the equity interests in the Real Estate Entity, any residual interests in the Real Estate Assets, if any, and the Aggregate Real Estate Sale Price.”
2. The Contribution Agreement is hereby further amended by adding the following new defined term and definition to Annex I:
Assets Not Being Transferred. Anything contained in Section 2.1 ---------------------------- to the contrary notwithstanding, no assets, properties or rights (whether real, personal or mixed, tangible or intangible) of the Seller other than the Purchased Assets, are being sold, conveyed and assigned to the Buyer under this Agreement. Without limiting the foregoing, the following are specifically excluded from the Purchased Assets:
(a) all cash and cash equivalents of the Subject Business existing prior to the Closing;
(b) all rights in and to any claims against any Third Party Resellers or any other third party arising out of or relating to transactions or events occurring prior to the Closing; and
(c) the inter-company receivables of the Seller listed on SCHEDULE 2.2(c). ---------------
Assets Not Being Transferred. Notwithstanding the foregoing, Seller shall retain and Buyer will not purchase the following assets (the “Excluded Assets”):
1. all of Seller’s right, title and interest under or related to this Agreement and the other Transaction Agreements, including, without limitation, the consideration delivered pursuant to this Agreement;
2. Seller’s Cash and Cash Equivalents;
3. original accounting and financial records of Seller;
4. books, instruments, papers and records that relate exclusively to Excluded Assets or Excluded Liabilities;
5. all insurance policies and rights (including deposits, rebates or refunds) thereunder which shall expressly include as Excluded Assets the errors and omissions/builder’s risk policies, benefits under liability policies, and all prepaid insurance (subject to Seller’s covenants referenced in Section 3.8 and Section 3.9 below);
6. deferred Taxes and claims for refund of refund of Taxes;
7. assets under Employee Benefit Plans; and
8. the assets listed on APA Schedule 1.3.
Assets Not Being Transferred. Seller shall retain and Buyer shall not purchase the following ("EXCLUDED ASSETS"):
(a) All of Seller's right, title and interest under or related to this Agreement, including, without limitation, the consideration delivered to Seller pursuant to this Agreement;
(b) The minute books, ownership record books and information, seals, and other documents and things relating to organizational matters and the existence of Sterling as a general partnership, the Partners, respectively, as corporations and the income tax returns of Partners and Seller;
(c) Any assets of Seller relating to Seller's interest or the interest of any of the Partners or Shareholders, directly or indirectly, or of Sterling Homes, a general partnership consisting of Daystar Homes, a California corporation, and Sterling Home Designs, a California corporation, or any other investor in or to the residential real estate developments known as Sterling Creek, Sterling Heights, Sterling Springs, Sterling Creek II, Sterling Ridge Venture, L.P., Somerset, Sterling Brook, Sterling Springs Parkside Development and Sterling Estates, Sterling Oaks ("COMPLETED PROJECTS");
(d) Any cash, cash equivalents, accounts receivable and notes receivable of Seller; and
(e) Any interest in the Hafener Revocable Trust and the Xxxx-XxXxxxxx Trust or in any assets owned by either the Hafener Revocable Trust or the Xxxx-XxXxxxxx Trust.
Assets Not Being Transferred. On the Closing Date, the Company is not contributing, leasing, conveying, assigning, licensing, transferring or delivering to NewCo, and NewCo is not accepting or acquiring, any of the following Assets of the Company (all such Assets collectively, the “Excluded Assets”): the equity interests in the Real Estate Entity and any residual interests in the Real Estate Assets, if any.
