Assets Not Sold. The following are expressly excluded from the Purchased Assets:
(a) the Seller’s signs and logos, except that all sign poles and time and temperature signs will remain and become Purchaser’s property;
(b) the Seller’s proprietarily marked stationery, forms, labels, shipping material, brochures, advertising material and similar property; provided, however, it is the intention of the parties, that items not bearing proprietary marks and which are necessary or useful in operating the Branch not be removed; and
(c) any loan account not listed on Exhibit 1.01(g).
Assets Not Sold. If an asset is not described with particularity by Section 1.2, it shall not be deemed to be an Asset that is purchased or sold under this Agreement. Without limiting the generality of the foregoing sentence, the following are expressly excluded from the Assets:
(a) All loans, including accrued interest receivables and associated accrued late fees, arising from credit cards issued by Seller to customers of the Branches.
(b) All overdrafts associated with the Deposits.
(c) Seller’s trademarks, trade names, medallion program stamps, signs (excluding signage structures), logos and proprietarily marked stationery, forms, labels, shipping materials, brochures, advertising material and similar property.
(d) The right of Seller or its affiliates to receive income relating to annuities or other investment or insurance products sold by Seller to customers of the Branches.
(e) Any assets relating to Seller's other branch offices or operations.
(f) Any pre-paid expenses or other assets, if any, listed on Schedule 1.3(f) attached hereto and made a part hereof.
(g) Assets relating to trust accounts (other than accounts relating to Individual Retirement Accounts (“IRAs”)) located and administered at the Branch (the “Non-XXX Trust Accounts”).
(h) Seller’s rights in and to the routing and transit number of the Branches.
(i) Any network routers or network switches.
(j) Seller’s phone system hardware and software used at the Branches (including any service or other agreements related thereto).
(k) Any vacant land owned or to be developed by Seller or any land lease related to a potential location that Seller is considering for development.
Assets Not Sold. The following are expressly excluded from the Assets:
(a) Seller’s trademarks, trade names, medallion program stamps, signs, logos and proprietarily marked stationery, forms, labels, shipping materials, brochures, advertising material and similar property;
(b) assets, if any, relating to trust accounts (other than Individual Retirement Accounts (“IRAs”)) administered at the Branch;
(c) the assets, if any, listed on Schedule 1.3(c);
(d) Seller’s rights in and to the routing and transit numbers of the Branch; and
(e) any assets not otherwise expressly included in this Agreement.
Assets Not Sold. The following are expressly excluded from the Assets:
(a) the Seller’s trademarks, tradenames, medallion program stamps, signs, logos and proprietarily marked stationery, forms, labels, shipping materials, brochures, advertising material and similar property;
(b) assets, if any, relating to trust accounts (other than Individual Retirement Accounts (“IRAs”)) administered at the Branch;
(c) the assets, if any, listed on Schedule 1.3(c); and
(d) the Seller’s rights in and to the routing and transit numbers of the Branch.
Assets Not Sold. The following are expressly excluded from the Purchased Assets:
(a) the Seller's signs and logos; and
(b) the Seller's proprietarily marked stationery, forms, labels, shipping material, brochures, advertising material and similar property; provided, however, it is the intention of the parties, that items not bearing proprietary marks and which are necessary or useful in operating the Branches during the first days after Closing not be removed.
Assets Not Sold. The following are expressly excluded from the Assets (collectively, the “Excluded Assets”):
(a) any assets associated with mortgage loan, home equity line of credit, or credit card accounts;
(b) the Seller’s trademarks, trade names, copyrights, intellectual property, computer software (or licenses for the same), medallion program stamps, signs, logos and proprietarily marked stationery, forms, labels, shipping materials, brochures, advertising material, and similar property;
(c) except as provided in Section 1.2(a) hereof, any loans or extensions of credit;
(d) the assets, if any, listed on Schedule 1.3(d); and
(e) any other assets of the Seller not specifically purchased by the Purchaser under Section 1.2 above.
Assets Not Sold. Notwithstanding anything to the contrary hereinabove, the following assets and properties shall be retained by Seller and shall not be sold or transferred to Purchaser: Accounts and notes receivable, prepaid insurance and other prepaid assets, antiques, personal effects, dealer finance reserves, earned factory rebates, earned credits, manufacturer holdbacks or other allowances or incentives relating to vehicles sold prior to Final Closing, bank deposits and cash. Provided, however, Purchaser, with the assistance of Seller, shall for a period of 180 days following Final Closing use its best efforts to collect Seller's accounts receivable. Purchaser shall collect such accounts receivable as are paid to Purchaser in the normal course of business, without charge to Seller, [ON A MONTHLY BASIS] and shall promptly pay the same over to Seller (whether the payments are received during or subsequent to the 180 day period), but shall act solely as a conduit in doing so and shall have no responsibility to undertake any collection efforts with regard thereto. All payments from the customer shall be applied first to such accounts receivable accruing prior to Final Closing, unless customer expressly directs otherwise.
Assets Not Sold. The following are expressly excluded from the Purchased Assets:
(a) the Seller's signs and logos, except that all sign poles and time and temperature signs will remain and become Purchaser's property;
(b) the Seller's proprietarily marked stationery, forms, labels, shipping material, brochures, advertising material and similar property; provided, however, it is the intention of the parties, that items not bearing proprietary marks and which are necessary or useful in operating the Branches not be removed;
(c) any Loans to any Seller Affiliate (as defined in Section 7.01), except for Loans made in the ordinary course of business on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons, and did not involve more than the normal risk of collectibility or other unfavorable features to persons employed and performing services at the Branches; and
(d) any Loans or participations or other interests in any Loans originated and transferred from another financial institution to Seller as part of a loan sale, sale of participations or interests, including syndicated creditors or otherwise.
Assets Not Sold. If an asset is not described with particularity by Section 1.2, it shall not be deemed to be an Asset that is purchased or sold under this Agreement. Without limiting the generality of the foregoing sentence, the following are expressly excluded from the Assets:
(a) all loans, including accrued interest receivables and associated accrued late fees, arising from credit cards issued by the Seller to customers of the Branches;
(b) the Seller's trademarks, tradenames, medallion program stamps, signs (excluding signage structures), logos and proprietarily marked stationery, forms, labels, shipping materials, brochures, advertising material and similar property;
(c) the right of the Seller or its affiliates to receive income relating to annuities or other investment or insurance products sold by Seller to customers of the Branches;
(d) the non-XXX non-Xxxxx trust accounts located and administered at the Branches;
(e) any pre-paid expenses or other assets listed on Schedule 1.3(e) attached hereto and made a part hereof;
(f) the Seller's rights in and to the routing and transit number of the Branches; and
(g) any Cisco VOIP phones, network routers or network switches.
Assets Not Sold. The following are expressly excluded from the Assets (the “Excluded Items”):
i. Seller’s trademarks, trade names, medallion program stamps, signs, logos and proprietarily marked stationery, forms, labels, shipping materials, brochures, advertising material and similar property;
ii. assets, if any, relating to trust accounts (other than Individual Retirement Accounts (“IRAs”)) administered at the Branch;
iii. the assets, if any, listed on Schedule 1.3(c); and
iv. Seller’s rights in and to the routing and transit numbers of the Branch. Seller will, at its own cost, remove or cause to be removed the Excluded Items from the Branch on or prior to the Closing Date, except as otherwise agreed upon by Seller and Purchaser in writing.
