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. (a) Anything contained in SECTION 1.1 or elsewhere in this Agreement to the contrary notwithstanding, the following are expressly excluded from the Purchased Assets:
(i) the consideration delivered to the Asset Sellers pursuant to this Agreement;
(ii) cash and cash equivalents of the Asset Sellers on hand and in banks;
(iii) assets located at the Facilities but owned by third Persons;
(iv) all right, title, and interest of the Asset Sellers in, to, and under all Contracts which are not Assigned Contracts;
(v) insurance policies and rights and obligations thereunder, subject to SECTION 7.9;
(vi) the minute books and ownership record books of the Asset Sellers;
(vii) the capital stock of or other equity interests in the Asset Sellers;
(viii) any assets relating to any Employee Benefit Plan of NetOptix, Leisegang and Galenica;
(ix) the real property which is part of the Massachusetts and Florida Facilities and any leases for that real property, and any related leasehold improvements;
(x) the name "Galileo" and derivatives, and any rights thereto or registrations thereof;
(xi) the office furniture and equipment (consisting of desks, chairs, tables, bookcases, partitions and cubicle spaces, personal computers, printers and other equipment) which are located on the Non-Subleased Premises and which are not connected with the employees of Leisegang hired at the Closing by the Purchaser; and
(xii) contracts, licenses, commitments, personal property leases, purchases orders, sales orders and other agreements which are not Assigned Contracts.
(b) For convenience of reference, any assets of the Asset Sellers which are not included in the Purchased Assets 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. 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, blank share certificates, and other documents and things relating to organizational matters and the existence of Seller as a corporation; and the income tax returns of Seller; and
Assets Not Being Transferred. Anything contained in Section 1.2 or ---------------------------- ----------- elsewhere herein to the contrary notwithstanding, there are expressly excluded from the assets, properties, interests in properties and rights to be sold, transferred, assigned, and delivered to Purchaser or the Purchaser Affiliates at the Closing the following:
(a) All of the Seller's, Seller Affiliates' and PD's right, title, and interest under or related to this Agreement, including, without limitation, the consideration delivered to the Seller, Seller Affiliates and PD pursuant to this Agreement;
(b) The capital stock of PD;
(c) All cash and bank accounts of PD;
(d) Except as provided in Section 5.2 hereof, any rights to the name "Pilkington," or any other name using the word "Pilkington," or the Pilkington logo; and
(e) All of PD's right, title, and interest relating to any assets, rights, and properties of PD, wherever located, whether tangible or intangible, not exclusively or directly related to the Contact Lens Products Business as conducted by PD. For convenience of reference, the assets, properties, interests in properties and rights of PD described in this Section 1.3 which are not to be sold, ----------- transferred, conveyed, and assigned to the Purchaser or the Purchaser Affiliates at the Closing are collectively referred to herein as the "Excluded Assets."
Assets Not Being Transferred. Anything contained in Section 1.1 or elsewhere herein to the contrary notwithstanding, there are expressly excluded from the assets, properties, interests in properties and rights of the Seller to be sold, transferred, conveyed and assigned to the Buyer the following (collectively, the "Excluded Assets"):
(i) the consideration delivered to the Seller pursuant to this Agreement;
(ii) originals of financial and accounting records, the minute books, ownership record books and information, originals of all financial statements and information and Tax Returns;
(iii) all right, title and interest in, to and under the assets set forth on SCHEDULE IV;
(iv) all rights and interests of the Seller and the Shareholders in, to and under the Contracts listed on SCHEDULE V (the "Retained Contracts");
(v) all rights and interest of the Seller in the account receivable of the Seller in the amount of $60,000 representing an amount owed to the Seller by Xxx Xxxxxxxxx; and
(vi) all assets, interests and rights related to or owned by any Employee Plan, sponsored or maintained by the Company or any of its ERISA Affiliates.
Assets Not Being Transferred. Notwithstanding anything contained in this Agreement to the contrary, the following Assets are expressly excluded from the Purchased Assets (the “Excluded Assets”):
(a) all cash;
(b) all prepaid expenses, advances, and deposits paid by the Company to NYISO, as set forth on Schedule 1.2(b); provided, that all such amounts shall be subject to the provisions of Section 7.2(e);
(c) the Hitachi Agreement and all rights and interests of the Company arising thereunder or related thereto, including, without limitation, membership ownership of HD One and the Somerdale BXXX;
(d) all insurance policies and rights thereunder of the Company;
(e) any prepayments of Taxes and rights to or claims for losses, loss carry-forwards, refunds of Taxes and other governmental charges for periods (or portions thereof) ending on or prior to the Closing Date;
(f) the Company’s tax records, and its corporate minutes and other corporate documents;
(g) all bank accounts of the Company;
(h) all rights of the Company under this Agreement and/or any Ancillary Agreement;
(i) any of the assets not included in the Purchased Assets;
(j) all rights, claims and credits of the Company or any of its Affiliates to the extent relating to any other Excluded Assets or any Excluded Liability; and
(k) the (i) sum of $to be determined, but no more than $20,000 representing a receivable owed by Buyer and Parent to the Company with respect to a prior transfer of NYISO payments by the Company to Parent and (ii) all rights of the Company hereunder, including the right to receive and collect the Purchase Price.
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.
