Assets Not Transferred. Notwithstanding anything herein to the contrary, the following assets are not included in the Assets and shall be retained by Sellers (the "Excluded Assets"):
(a) all cash and cash equivalent items (except as described in Section 2.1(i) and except for deposits and prepaid expenses reflected on the Closing Balance Sheet and relating to Assumed Liabilities) of Sellers, including, without limitation, checking accounts, bank accounts, lock box files, certificates of deposit, time deposits, securities, and the proceeds of accounts receivable, including uncashed checks in payment thereof received by Sellers on or prior to the Closing Date, in each case whether or not relating to the Railroad SBU;
(b) all rights, properties, and assets which have been used or held for use in connection with the Railroad SBU and which shall have been transferred (including transfers by way of sale) or otherwise disposed of prior to the Closing, provided such transfers and disposals shall have been in the ordinary course of the business of the Railroad SBU as conducted at the date hereof;
(c) rights to or claims for refunds or rebates of Taxes and other governmental charges for periods ending on or prior to the Closing Date and the benefit of net operating loss carryforwards, carrybacks or other credits of Sellers, whether or not attributable to the Railroad SBU;
(d) claims or rights against third parties, except those arising with respect to events or breaches occurring after the Closing Date under the Assigned Contracts; PROVIDED, HOWEVER, that any rights of indemnification, contribution or reimbursement that may exist under the Assigned Contracts in respect of Excluded Assets or Excluded Liabilities hereunder shall be Excluded Assets;
(e) except as set forth in Section 2.1(h), all insurance policies and rights thereunder, including but not limited to, rights to any cancellation value as of the Closing Date;
(f) proprietary or confidential business or technical information, records and policies that relate generally to Sellers or any of its Affiliates and are not used exclusively in the Railroad SBU, including, without limitation, organization manuals and strategic plans but excluding the software program developed for and used by NEC and the Railroad SBU;
(g) subject to the limited rights granted in Section 8.7, all "MagneTek" and "NEC" marks, including any and all trademarks or service marks, trade names, slogans or other like property relating to or including the names "MagneT...
Assets Not Transferred. Notwithstanding anything to the contrary ---------------------- contained herein, the following assets and properties of Seller are specifically excluded from the Purchased Assets and shall be retained by it (the "Excluded Assets"):
Assets Not Transferred. Notwithstanding anything herein to the contrary, the following assets are not included in the Transferred Assets and shall be retained by Seller and the Canadian Subsidiary (the “Excluded Assets”):
(a) all of Seller’s and its Affiliates’ cash and cash equivalent items, including checking accounts, bank accounts, lock box numbers, certificates of deposit, time deposits, securities, and the proceeds of accounts receivable, including uncashed checks in payment thereof, received or accrued by Seller prior to the Closing Date, and all equity securities of any Person owned by Seller or any of its Affiliates;
(b) the Non-North America Navigator Platforms;
(c) the Non-North America Intellectual Property;
(d) all rights of Seller under the Excluded Leases;
(e) rights to or claims for refunds or rebates of Taxes and other governmental charges and the benefit of net operating loss carryforwards, carrybacks, credits or other tax attributes of Seller and the Canadian Subsidiary;
(f) proprietary or confidential business information, records and policies that relate generally to Seller and the Canadian Subsidiary and are not used, held for use, intended to be used in or otherwise necessary to conduct the North America Business, including organization manuals, Tax records and related information;
(g) all causes of action, claims and rights against third parties with respect to the Retained Litigation;
(h) all other assets used exclusively in connection with Seller’s corporate functions (including the corporate charter, qualifications to conduct business as a foreign corporation, arrangements with registered agents relating to foreign qualifications, taxpayer and other identification numbers, seals, minute books and stock transfer records and other documents relating to the organization, maintenance, and existence of Seller as a corporation);
(i) all assets in respect of any Employee Benefit Plan, other than those, if any, assigned pursuant to Section 7.10;
(j) all tangible personal property not used, held for use or intended to be used in the North America Business, wherever located, including all machinery, equipment, furniture, furnishings, software, hardware and vehicles, or all tangible personal property used specifically in connection with Seller’s corporate functions and described on Schedule 2.2(j);
(k) all insurance policies and rights under the Employee Benefit Plans, other than the insurance contracts, if any, assumed pursuant to Section 7.10;
(l) all of Seller’...
Assets Not Transferred. Notwithstanding anything herein to the contrary, Seller is not selling and transferring, and Purchaser is not purchasing or acquiring, any loans for which Seller is the lender, or any tangible or intangible assets of Seller other than those specifically set forth in Article 2.1 and 2.2.
Assets Not Transferred. Notwithstanding anything to the contrary in Section 1.1, the following assets, rights and properties of Seller are specifically excluded from the Purchased Assets and shall be retained by Seller (the "EXCLUDED ASSETS"):
Assets Not Transferred. Except for the Assets set forth on Schedules 2.01(a)(1), 2.01(a)(2), 2.01(a)(3)(i) and (ii), 2.01(a)(4)(a) and (b), 2.01(a)(5), 2.01(a)(6)(i) and (ii), 2.01(a)(7), 2.01(a)(8) and 2.01(a)(9) of the Seller's Disclosure Letter, all other properties, assets and rights of every kind and description, whether personal, tangible or mixed, are excluded from the Assets and shall be retained by the Seller, Seller's Affiliates and their Affiliates ("EXCLUDED ASSETS"). Excluded Assets shall include, but shall not be limited to:
(1) CASH, CASH EQUIVALENTS AND ACCOUNTS RECEIVABLE. All cash on hand and cash equivalents, including, without limitation, bank accounts and temporary cash investments and all accounts receivable of the Seller, Seller's Affiliates and their Affiliates.
Assets Not Transferred. Except for the Assets set forth on Schedules 2.01(a)(1), 2.01(a)(2), 2.01(a)(3)(i) and (ii), 2.01(a)(4)(a) and (b), 2.01(a)(5), 2.01(a)(6)(i) and (ii), 201(a)(7) and 2.01(a)(9), and the Additional Assets set forth on Schedules 14.01(a)(1)(a), 14.01(a)(1)(b) 14.01(a)(1)(c), 14.01(a)(1)(d), 14.01(a)(2)(a) and 14.01(a)(2)(b) or the Assets transferred pursuant to the Act of Sale, as described more particularly in the Agreement, all other properties, assets and rights of every kind and description, whether personal, tangible or mixed, are excluded from the Assets and Additional Assets and shall be retained by the Seller and Seller's Affiliates and their Affiliates.
Assets Not Transferred. Notwithstanding anything to the contrary contained herein, the following assets and properties of Longwall are specifically excluded from the U.S. Subject Assets and shall not be purchased or acquired by the Buyer (the "U.S. Excluded Assets"):
Assets Not Transferred. None of the Company's assets, properties, rights, goodwill, privileges and claims other than those included in the Contributed Assets pursuant to Section 2.1 above (the "Retained Assets") are subject to the contribution, assignment, transfer, conveyance and delivery contemplated hereunder, and the Retained Assets shall remain the property of the Company or, in the case of Third Party Intellectual Property, of the owner of such Third Party Intellectual Property, subject to the rights and licenses, if any, expressly retained by the Company.
Assets Not Transferred. Buyer and Sellers acknowledge and agree that no Seller is selling, conveying, transferring, delivering or assigning any rights whatsoever to the Excluded Assets to Buyer, and Buyer is not purchasing, taking delivery of or acquiring any rights whatsoever to the Excluded Assets from any Seller.
