ASSETS NOT PURCHASED Clause Samples

ASSETS NOT PURCHASED. BY BUYER Unless otherwise agreed by the parties in writing, Buyer shall not purchase the following: (i) consigned merchandise; (ii) merchandise held in layaway; (iii) merchandise which is damaged, shopworn, faded (including faded labels) or subject to visible deterioration; (iv) merchandise which, in Buyer's reasonable opinion, is unsalable because it is obsolete, its expiration date has expired or it has been discontinued by the manufacturer; (v) seasonal merchandise; or (vi) prescription merchandise expiring within 30 days or prescription merchandise or over-the-counter drugs which are (a) in a partially filled container with a date which will expire within 90 days of the closing date; or (b) in a full, sealed container with a date which is expired; (vii) all third party insurance receivables for services rendered on or before Closing Date

ASSETS NOT PURCHASED. Notwithstanding Section 2.1 Seller shall not sell, and Buyer shall not acquire any interest in, any of the following (collectively, the "Excluded Assets"):

ASSETS NOT PURCHASED. Anything in this Agreement notwithstanding, Seller shall not grant, bargain, sell, transfer, assign, convey or deliver, and Buyer shall not acquire, accept assignment or transfer of or receive any interest in, any of the assets of Seller or its Affiliates other than the Purchased Assets (the "Excluded Assets"). The Excluded Assets include the following: (i) the name KPMG, any name used by any firm in the KPMG global network or its predecessor(s), and any derivative of the foregoing including "Peat Marwick", (ii) any logo, device, trade mark, trade dress, trade name, service mark or any other words, symbo▇ ▇▇ style (whether registered or not) ▇▇▇▇ time to time used in association with or relating to the name "KPMG" or any such predecessor name or derivative thereof including "Peat Marwick" and (iii) any goodwill symbolized by or associated with any of the foregoing ((i), (ii) and (iii) above, collectively, the "KPMG Name"); (b) any accounts receivable or work-in-process of Seller, including any intercompany receivables and intercompany work in process; (c) any Prepaid Expenses; (d) any real property, or any leases, subleases and licenses in respect of real property to which Seller or any of its Affiliates is a party; (e) any Benefit Plans or interests in Benefit Plans; (f) cash and cash equivalents; (g) Tax refunds and Tax claims; (h) any insurance policies and agreements; (i) all rights accruing to Seller pursuant to this Agreement; (j) all assets of Seller, the use of which or the access to which may be provided to Buyer pursuant to the Transition Services Agreement, including any information technology infrastructure or equipment, facilities, furniture, fixtures and software licenses for software used on any computers used by the Business Employees; (k) all books and records of Seller not constituting Purchased Assets or Business Records; and (l) all Personal Property other than as provided in Section 2.1.

ASSETS NOT PURCHASED. BY BUYER Unless otherwise agreed by the parties in writing, Buyer shall not purchase the following: (I) consigned merchandise; (ii) merchandise held in layaway; (iii) merchandise which is damaged; (iv) merchandise which is unsalable because its expiration date has expired; or (v) prescription merchandise expiring within 30 days or prescription merchandise or over-the-counter drugs which are (a) in a partially filled container with a date which will expire within 30 days of the closing date; or (b) in a full, sealed container with a date which is expired; (vi) all accounts receivable for services rendered on or before closing, including, but not limited to, third party insurance receivables, individual charge account receivables, and Worker's Compensation receivables; and Seller's full interest in a

ASSETS NOT PURCHASED. Seller shall not sell, and Buyer shall not acquire any interest in, any of Seller's assets not transferred pursuant to Section 1.1. Such assets shall remain the property of Seller, and Buyer shall have no liability or other responsibility with respect thereto. 1.3

ASSETS NOT PURCHASED. Notwithstanding anything to the contrary herein contained, there is hereby expressly excluded from the assets of Seller which are being sold, transferred or purchased hereunder the following: (a) All cash on hand or in banks; (b) The ownership interests of Seller in and to CoBank Capital Plan; (d) Accounts receivable of Seller from any of Triad Texas, L.P., Triad Oklahoma, L.P., Triad Utah, L.P., Triad Minnesota, L.P. and any limited partner of Seller as of the date hereof (including Triad Investment Minnesota, Inc.) and any stockholder of any such limited partner (including Barr▇ ▇▇▇▇▇, ▇▇ai▇ ▇▇▇▇▇▇▇ ▇▇▇ Terr▇ ▇▇▇▇▇▇); ▇nd (e) All furniture, equipment and leasehold improvements located in Seller's Menlo Park, California offices.

ASSETS NOT PURCHASED. 12 2.4 Payments.................................................12 2.5 Agreement Regarding the Consideration Shares.............12 2.6

ASSETS NOT PURCHASED. BY BUYER Unless otherwise agreed by the parties in writing, Buyer shall not purchase the following: (i) consigned merchandise; (ii) merchandise held in layaway; (iii) merchandise which is damaged, shopworn, faded (including faded labels) or subject to visible deterioration; (iv) merchandise which, in Buyer's reasonable opinion, is unsalable because it is obsolete, its expiration date has expired or it has been discontinued by the manufacturer; (v) out of date unsalable; (vii) all third party insurance receivables for services rendered on or before Closing Date.

ASSETS NOT PURCHASED. Except for the Assets and the rights specifically set forth in Sections 1.2 and 1.3 above, Seller specifically does not agree to sell, assign or otherwise convey to Purchaser any other assets or properties, all of which other assets and properties shall remain the sole property of Seller, including without limitation, the following assets and properties: (a) furniture, fixtures and other assets used by Seller in the business of developing, manufacturing or marketing SofPulse; (b) accounts receivable of Seller accruing prior to the Closing Date, including open orders for sales of SofPulse (it being understood and agreed, however, that Purchaser has certain rights to accounts receivable accruing on and after the Effective Date, including those relating to sales and leases of SofPulse, as provided in Section 1.14); and (c) SofPulse units other than those set forth on Schedule 1.1(g). Purchaser agrees to promptly endorse and remit to Seller any funds received by Purchaser from any of Seller's customers with respect to an invoice for any period ending on or prior to the Closing Date, except to the extent Purchaser is entitled to retain such funds pursuant to Section 1.14. Seller agrees to promptly endorse and remit to Purchaser any funds received by Seller from any of Seller's customers with respect to an invoice for any period subsequent to the Closing Date and, to the extent Purchaser is entitled thereto pursuant to Section 1.14, any funds received by Seller from any customer with respect to an invoice for any period subsequent to the Effective Date. Purchaser agrees that any such funds received by it from all such customers shall be recorded against the oldest unpaid invoices for such customer until all unpaid invoices through the Closing Date are cleared and such funds are received by Seller (to the extent provided herein), provided, however, that if a customer specifically denies any such invoice on documented grounds of denial of reimbursement by Medicare, Purchaser's obligations with respect to that invoice shall be void to the extent of such denial.