ASSETS NOT PURCHASED. Buyer shall not purchase any consigned merchandise or layaway items.
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or subject to visible deterioration; (iv) merchandise which, in Buyer's reasonable opinion, is unsalable because it is obsolete, its expiration date has expired or it has been discontinued by the manufacturer; (v) seasonal merchandise; or (vi) prescription merchandise expiring within 30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, symbox xx style (whether registered or not) xxxx 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; (vii) and Seller's full interest in a class action lawsuit brought against certain pharmaceutical companies based on claims of anti-trust and other legal violations, which lawsuit is currently pending.
1 - Seller initial Buyer Initial
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. It is understood and agreed by the parties that the Assets shall not include the assets listed on Schedule 2.02 (the "Excluded Assets").
ASSETS NOT PURCHASED. 12 2.4 Payments.................................................12 2.5 Agreement Regarding the Consideration Shares.............12 2.6
ASSETS NOT PURCHASED. Other than the Purchased Assets specifically listed in Section 2.2 above, Sellers are not selling, transferring, conveying, assigning or delivering to Buyers any right, title or interest in or to any assets, properties or rights (the "Excluded Assets").
ASSETS NOT PURCHASED. Notwithstanding Section 1.1, Company shall not sell, and Buyer shall not acquire any interest in, any of Company’s assets listed on Schedule 1.2. Such assets shall remain the property of Company and Buyer shall have no liability or other responsibility with respect thereto except as otherwise set forth herein.
