Common use of Assets Not Being Transferred Clause in Contracts

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. (a) Anything contained in SECTION 1.1 or elsewhere in this Agreement to the contrary notwithstanding, the following there are expressly excluded from the Purchased AssetsAssets the following: (ia) the consideration delivered to the Asset Sellers Seller pursuant to this Agreement; (iib) cash 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 cash equivalents other identification numbers, tax returns, tax information and tax records), whether or not used for the benefit of the Asset Sellers on hand and in banksBusiness; (iiic) assets located at the Facilities but owned by claims or rights against third Personsparties relating to any Excluded Asset or Excluded Obligation; (ivd) all right, title, records relating to pending lawsuits to which the Seller is a party and interest of which involve the Asset Sellers in, to, and under all Contracts which are not Assigned ContractsBusiness; (ve) insurance policies and rights and obligations thereunder, subject all assets related to SECTION 7.9or owned by any Employee Plan; (vif) all cash on hand or held on deposit on the minute books Closing Date and ownership record books of owned by the Asset SellersSeller and related to the Business, to the extent not reflected on the Closing Balance Sheet; (viig) the capital stock Seller's rights, claims or causes of action relating hereto or other equity interests in the Asset Sellersany Related Document; (viiih) all refunds of any assets relating Tax for which the Seller is liable pursuant to any Employee Benefit Plan of NetOptix, Leisegang and Galenicathis Agreement; (ixi) the real property which is part of the Massachusetts and Florida Facilities and all liabilities or obligations under 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, agreements, licenses, commitments, personal property leases, purchases commitments, purchase orders, sales orders orders, and other agreements which are not Assigned Contracts.effectively assigned under this Agreement or under any Related Document; (bj) 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, any assets the assets, properties, interests in properties and rights of the Asset Sellers Seller which are do not included in the 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. (a) Anything contained in SECTION Section 1.1 or elsewhere in this Agreement to the contrary notwithstanding, the following there are expressly excluded from the Purchased Assets the following Assets (the "Excluded Assets:"): (ia) cash, cash equivalents and securities held by Sellers as of the Closing; (b) accounts receivable of Sellers arising prior to the Closing Date and any amounts outstanding that have been invoiced by Sellers prior to the Closing Date, in each case whether current or noncurrent; (c) all insurance claims (and related policies) and all rights under any insurance policy, insurance reserves and accruals, insurance deposits, including reserves, deposits, dividends, refunds or premium adjustments relating to worker's compensation, insurance prepayments and all rights thereunder with respect to claims arising prior to the Closing, except to the extent such policy insures for occurrences that are included in the Assumed Liabilities (it being understood however that Sellers will not be obligated to take any action under any such policy to seek any recovery on behalf of Purchaser with respect to such Assumed Liabilities); (d) the consideration delivered Supplied Production Components listed in Section 1.2(d) of the Seller Disclosure Schedule and the Finished Goods (the "Excluded Inventory"); (e) all prepayments, prepaid expenses, advances, credits from suppliers and deposits with or paid to the Asset Sellers third parties, except as are paid for by Purchaser pursuant to Section 3.4 hereof; (f) all of Sellers' (and their Affiliates') right, title and interest in their Employee Plans and the related Assets, except the Assumed Employee Plans (the "Excluded Employee Plans"); (g) all rights in either Seller's corporate charters, qualifications to do business as a foreign corporation, arrangements with registered agents relating to such qualifications, taxpayer or other identification numbers, seals, minute books, stock transfer books, and blank stock certificates of Sellers; (h) all of Sellers' rights arising under this Agreement; (iii) cash all rights to receive mail and cash equivalents other communications addressed to Sellers, or addressed to any of the Asset Sellers on hand Facilities, solely to the extent such mail or other communication relates solely to Excluded Assets or Excluded Liabilities, which mail and in banks; (iii) assets located at the Facilities but owned communications shall be promptly forwarded 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 Purchaser to SECTION 7.9; (vi) the minute books and ownership record books of the Asset Sellers; (viij) all rights, recoveries, refunds, credits, counterclaims, rights to offset, other rights, choses and Proceedings (known or unknown, matured or unmatured, accrued or contingent) for Taxes relating to the capital stock of or other equity interests in the Asset SellersPre-Closing Tax Period; (viiik) all rights to claims, refunds, causes of action, choses in actions, rights of recovery, rights of set-off and similar rights in favor of Sellers of any assets kind relating to or arising out of the Pre-Closing Period, or relating to the Excluded Assets or Excluded Liabilities (unless any Employee Benefit Plan of NetOptix, Leisegang such rights can be allocated to the Purchased Assets or the Assumed Liabilities and Galenicathen less such allocable amount); (ixl) any and all personnel and employment records of or related to the real property which is part operation of the Massachusetts and Florida Facilities and any leases for that real propertyor otherwise related to Sellers' personnel, and any related leasehold improvements; (x) the name "Galileo" and derivatives, and any rights thereto whether 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 maintained at the Closing or by the Purchaser; and (xii) contractsFacilities, 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 than those personnel records included in the Purchased Assets under Section 1.1(a)(viii); (m) the Assets related exclusively to the separate marketing and sales, credit and collections, technology and customer service located at the facility in Fishers, Indiana which are collectively called set forth in Section 1.2(m) of the Seller Disclosure Schedule hereof; (n) the Excluded Contracts; (o) any and all Equity Interests owned by Sellers; (p) the rights to any of Sellers' and their Affiliates' tradenames, trademarks, service marks (whether or not registered), including, the use of the name "Excluded AssetsUML," "UMVD," "UMG" or any formulation including the word "Universal," except as permitted in this Agreement.Section 1.1(a)(xii) in connection with the provision of services to Sellers and their Affiliates or the use of any name under which the U.S. Business prior to Closing has done business;

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. (a) Anything contained in SECTION Section 1.1 or elsewhere in this Agreement herein to the contrary notwithstanding, the following there are expressly excluded from the Purchased assets, properties, interests in properties and rights of the Seller to be sold, transferred, assigned, and delivered to the Purchaser at the Closing (as defined below) the following (the "Excluded Assets:"): (ia) All leasehold interests of Seller ("Excluded Leases") in facilities not included within the Acquired Facilities (the "Excluded Facilities"), all as listed in Schedule 1.2(a), and all furniture, leasehold improvements, fixtures, equipment, supplies, and tools for maintenance and repair located at the Excluded Facilities ("Excluded FFE"), as listed on Schedule 1.2(a), which Schedule shall be updated as of the Closing Date; (b) Individual life insurance policies on executives of Seller, as listed in Schedule 1.2(b) ("Excluded Policies"), which Schedule shall be updated as of the Closing Date; (c) Accounts receivable from affiliates of Seller; (d) Unamortized loan origination fees and prepayments of insurance premiums; (e) All of Seller's right, title and interest under or related to this Agreement, including, without limitation, the consideration delivered to the Asset Sellers Seller pursuant to this Agreement; (iif) cash The minute books, stock transfer books, seals, blank share certificates, and cash equivalents other documents and things relating to organizational matters and the existence of Seller as a corporation and the Asset Sellers on hand and in bankscorporate tax returns of Seller (the "Excluded Records"); (iiig) assets located at the Facilities but owned by third Persons;Cash, real estate loans, stockholder loans, and any other loans not specifically purchased hereunder; and 87 (ivh) all Seller's 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 NetOptixassets, Leisegang and Galenica; (ix) the real property which is part of the Massachusetts and Florida Facilities and any leases for that real propertyrights, and any related leasehold improvements; (x) properties of Seller, wherever located, whether tangible or intangible, unrelated to 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 ContractsBusiness. (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.