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 "MagneTek or NEC," the xxxx MagneTek or NEC, or any derivative thereof, and the MagneTek or NEC logo or any derivative thereof, and Sellers' proprietary computer programs or other software, including but not limited to Sellers' proprietary data bases, accounting and reporting formats, systems and procedures; (h) all Records relating to the Dublin Road Dispute; (i) those assets described in Schedule 2.2(i); (j) all accounts receivable of the Railroad SBU in existence as of the Closing Date which accounts receivable, as of October 2, 1994, aggregated approximately $3,315,000; (k) the lease in respect of the Dublin Road Facility (the "Retained Lease"); (l) all other assets of Sellers not expressly included in the Assets to be sold hereunder, including but not limited to assets used by Sellers or their Affiliates in other businesses of Sellers or their Affiliates and assets used primarily in connection with Sellers' corporate functions (including but not limited to the corporate charter, taxpayer and other identification numbers, seals, minute books and stock transfer books), whether or not used for the benefit of the Railroad SBU.
Appears in 1 contract
Assets Not Transferred. Notwithstanding anything herein to the contrarycontrary set forth in Section 4.1, the following assets Company hereby retains and does not contribute to Newco any of the Company’s or any of its subsidiaries’ right, title and interest in and to all Assets that (x) 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 primarily in connection with the Railroad SBU and which shall have been transferred operation or conduct of the Newco Business (including transfers by way of saleother than those set forth on Schedule 4.1) or otherwise disposed (y) are set forth on Schedule 4.2 hereto (it being understood and agreed that such Assets shall include all Intellectual Property Rights (other than trademarks, trademark applications, registrations and other rights, trade names and trade dress, trade name rights, service marks, service xxxx rights and service names) of the Company and its subsidiaries related to the Diabetes Field) (collectively, the “Sunrise Assets”); provided, that if necessary to retain or control any such Sunrise Assets, the Company, prior to the Closing, provided such transfers and disposals shall have been in the ordinary course effecting any of the business contributions of the Railroad SBU capital stock of its subsidiaries to Newco as conducted at the date hereof;
(c) rights described in Section 4.1, will cause its subsidiaries to or claims for refunds or rebates of Taxes contribute, grant, convey, assign, transfer and other governmental charges for periods ending on or prior deliver, 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 Company or any of its Affiliates other subsidiaries, all the subsidiaries’ right, title and are not interest in and to all such Sunrise Assets; provided, further, that if necessary to retain, control or temporarily use any Asset material to the operation or conduct of the Sunrise Business that is primarily used exclusively in the Railroad SBUconduct of the Newco Business, includingthe parties shall cooperate in good faith to provide, without limitationas appropriate, organization manuals and strategic plans but excluding for the software program developed for and used by NEC and the Railroad SBU;
(g) subject use or shared ownership of such Asset pursuant to the limited rights granted in Section 8.7, all "MagneTek" and "NEC" marks, including any and all trademarks Transition Services Agreement or service marks, trade names, slogans or other like property relating the timely transfer of such Asset to or including the names "MagneTek or NEC," the xxxx MagneTek or NEC, Company or any derivative thereofof its subsidiaries; provided, and further, that if necessary to retain, control or temporarily use any Asset material to the MagneTek operation or NEC logo conduct of the Newco Business that is primarily used in the conduct of the Sunrise Business, the parties shall cooperate in good faith to provide, as appropriate, for the use or shared ownership of such Asset pursuant to the Transition Services Agreement or the timely transfer of such Asset to Newco or any derivative thereof, and Sellers' proprietary computer programs or other software, including but not limited to Sellers' proprietary data bases, accounting and reporting formats, systems and procedures;
(h) all Records relating to the Dublin Road Dispute;
(i) those assets described in Schedule 2.2(i);
(j) all accounts receivable of the Railroad SBU in existence as of the Closing Date which accounts receivable, as of October 2, 1994, aggregated approximately $3,315,000;
(k) the lease in respect of the Dublin Road Facility (the "Retained Lease");
(l) all other assets of Sellers not expressly included in the Assets to be sold hereunder, including but not limited to assets used by Sellers or their Affiliates in other businesses of Sellers or their Affiliates and assets used primarily in connection with Sellers' corporate functions (including but not limited to the corporate charter, taxpayer and other identification numbers, seals, minute books and stock transfer books), whether or not used for the benefit of the Railroad SBUits subsidiaries.
Appears in 1 contract
Samples: Restructuring Agreement (Inverness Medical Innovations Inc)
Assets Not Transferred. Notwithstanding anything herein to the contrary, the following assets are not included in the Assets and shall be retained by Sellers Seller (the "“Excluded Assets"”):
(a) all cash and cash equivalent items (except as described in Section 2.1(i2.1(m)) 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 filesnumbers, certificates of deposit, time deposits, securities, and the proceeds of accounts receivable, including uncashed checks in payment thereof thereof, received by Sellers Seller 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 Business 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 business prior to the business of the Railroad SBU as conducted at the date hereofClosing;
(c) prepaid Taxes and 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 carryforwardscarryforwards or carrybacks, carrybacks or any other credits of SellersSeller, whether or not attributable to the Railroad SBUBusiness;
(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 Assetsparties set forth on Schedule 2.2(d);
(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 Seller and are not used exclusively primarily in the Railroad SBUBusiness, including, without limitation, organization manuals and manuals, strategic plans but excluding and Tax records and related information;
(f) subject to the software program developed for limited rights granted to Buyer pursuant to the Intellectual Property Agreement, trademarks, trade names and used by NEC service marks listed on Schedule 2.2(f) (the “Excluded Trademarks and the Railroad SBUTrade Names”);
(g) subject to the limited rights granted in Section 8.7to Buyer pursuant to the Intellectual Property Agreement, all "MagneTek" and "NEC" marks, including any and all trademarks or service marksthe know-how, trade namessecrets, slogans or other like property relating to or including the names "MagneTek or NEC," the xxxx MagneTek or NECprocesses, or any derivative thereofinventions, formulae, procedures, research records, test information, patents, copyrights, pending applications for patents and the MagneTek or NEC logo or any derivative thereof, copyrights and Sellers' proprietary computer programs or other software, including but not limited to Sellers' proprietary data bases, accounting software and reporting formats, systems and proceduresdatabases set forth on Schedule 2.2(g) (the “Excluded Intellectual Property”);
(h) all Records relating to notes, drafts and accounts receivable or other obligations for the Dublin Road Disputepayment of money made or owed by any Affiliate of Sellers;
(i) those assets described in Schedule 2.2(i)all Seller’s rights in, to and under any commodity options, puts, calls, forwards or similar agreements with respect to commodities used by the Business;
(j) all accounts receivable causes of action, claims, demands, rights and privileges against third parties that relate to any of the Railroad SBU in existence as Excluded Assets or Excluded Liabilities, including causes of the Closing Date which accounts receivableactions, as of October 2, 1994, aggregated approximately $3,315,000claims and rights under insurance policies relating thereto;
(k) Equipment used by administrative employees of Seller who are not assigned to the lease in respect of Business but who provide services to the Dublin Road Facility (the "Retained Lease")Business;
(l1) all other assets of Sellers not expressly included in the Assets to be sold hereunder, including but not limited to assets used by Sellers or their Affiliates in other businesses of Sellers or their Affiliates and assets used primarily in connection with Sellers' Seller’s corporate functions (including but not limited to the corporate charter, taxpayer and other identification numbers, seals, minute books and stock transfer books), whether or not used for the benefit of the Railroad SBU.Business;
Appears in 1 contract
Samples: Asset Purchase Agreement (Vought Aircraft Industries Inc)
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(k), 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 thereof, received by Sellers either Seller on or prior to the Closing Date; PROVIDED, in each case whether or HOWEVER, that accounts receivable on the Closing Balance Sheet do not relating include any such accounts receivable as to which Seller has received proceeds, to the Railroad SBUextent of such proceeds;
(b) all rights, properties, and assets which have been used or held for use in connection with the Railroad SBU Business 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 Business 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 SBUBusiness;
(d) claims Claims or rights against third parties, except parties arising from breaches of any of the Assigned Contracts (other than those arising with respect described in Section 2.1(m)) on or prior to events or breaches occurring after the Closing Date under the Assigned ContractsDate; 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 also be Excluded AssetsAssets regardless of the period to which they pertain;
(e) except as set forth in Section 2.1(hSections 2.1(i) and 2.1(n), 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 either Seller and are not used exclusively primarily in, held for use primarily in or otherwise primarily relating to the Railroad SBUBusiness, including, without limitation, organization manuals and strategic plans but excluding the software program developed for and used by NEC and the Railroad SBUplans;
(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 name "MagneTek or NECMagneTek," the xxxx MagneTek or NEC, or any derivative thereof, thereof and the MagneTek or NEC logo or any derivative thereof, the name "MagneTek Controls"; and Sellers' MagneTek's proprietary computer programs or other softwaresoftware not primarily used in the Business, including but not limited to Sellers' proprietary data bases, accounting and reporting formats, systems and procedures;
(h) all Records relating to pending lawsuits (other than any included in the Dublin Road Dispute;Assumed Liabilities) to which either Seller is a party and which involve the Business; and
(i) those assets described in Schedule 2.2(i);
(j) all accounts receivable of the Railroad SBU in existence as of the Closing Date which accounts receivable, as of October 2, 1994, aggregated approximately $3,315,000;
(k) the lease in respect of the Dublin Road Facility (the "Retained Lease");
(l) all other assets of Sellers not expressly included in the Assets to be sold hereunder, including but not limited to assets used by Sellers or their Affiliates in other businesses of Sellers or their Affiliates and assets used primarily in connection with the Sellers' corporate functions (including but not limited to the corporate charter, taxpayer and other identification numbers, seals, minute books and stock transfer books), whether or not used for the benefit of the Railroad SBUBusiness.
Appears in 1 contract
Assets Not Transferred. Notwithstanding anything herein to the contrary, the following assets relating to the Business are not included in the Assets and shall be retained by Sellers Seller following the Closing (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 Final Closing Balance Sheet and relating to Assumed Liabilities) of SellersSeller, including, without limitation, checking accounts, bank accounts, lock box filesnumbers other than those listed on Schedule 1.2(a), certificates of deposit, time deposits, securities, securities and the proceeds of accounts receivable, including uncashed checks in payment thereof received by Sellers Seller on or prior to the Closing Date, in each case whether or not relating to the Railroad SBUBusiness;
(b) all rights, properties, and assets which have been used or held for use in connection with the Railroad SBU Business 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 made in the ordinary course Ordinary Course of the business of the Railroad SBU Business as conducted at the date hereofhereto and otherwise in accordance with the terms of this Agreement, the Post Closing Services Agreement and the Transfer Documents;
(c) MagneTek's corporate charter, qualifications to conduct business, arrangements with registered agents relating to qualifications to conduct business, taxpayer and other identification numbers, seals, minute books, stock transfer books, blank stock certificates, and other documents relating solely to the organization, maintenance and corporate existence of MagneTek;
(d) rights to or claims for refunds or rebates of Taxes and other governmental charges for periods any period ending on or prior to the Closing Date Date, and the benefit of net operating loss carryforwards, carrybacks or other credits of SellersSeller relating to any such period, whether or not attributable to the Railroad SBUBusiness;
(de) claims or rights against third parties, except those arising with respect to events or breaches occurring after the Closing Date under the Assigned Contracts; PROVIDEDprovided, HOWEVERhowever, 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;
(ef) except as set forth in Section 2.1(h), all insurance policies of Seller in respect of the Business and rights thereunder, including but not limited to, rights to any cancellation value as of the Closing Date;
(fg) proprietary or confidential business or technical information, records and policies that relate to any other division of Seller, to Seller generally or to Sellers or any of its Seller's Affiliates and (other than Mexico Sub) which are not used exclusively primarily in the Railroad SBUBusiness, including, without limitation, organization manuals manuals, strategic plans, Tax records and strategic plans but excluding the software program developed for and used by NEC and the Railroad SBUrelated information;
(gh) subject to the limited rights granted in Section 8.77.8, all "MagneTek" and "NEC" marks, including any and all trademarks or service marks, trade names, slogans slogans, domain names (including XxxxxXxx.xxx and XxxxxXxx.xxx) or other like property relating to or including the names name "MagneTek or NECMagneTek," the xxxx MagneTek or NEC, "MagneTek," or any derivative thereof, and the MagneTek or NEC "MagneTek" logo or any derivative thereof, and Sellers' proprietary computer programs the xxxx "Energy Engineered," the "Power M" design or other software, including but not limited to Sellers' proprietary data bases, accounting and reporting formats, systems and procedures;
(h) all Records relating to the Dublin Road Disputeany derivative thereof;
(i) those assets described in Schedule 2.2(i)any asset or right that is provided to the Buyer pursuant to the Post-Closing Services Agreement or the ULT Agreements;
(j) all accounts receivable of Records relating to pending lawsuits not included in the Railroad SBU in existence as of the Closing Date which accounts receivable, as of October 2, 1994, aggregated approximately $3,315,000;Assumed Liabilities; and
(k) the lease in respect of the Dublin Road Facility (the "Retained Lease"Excluded Assets described on Schedule 1.2(k);
(l) all other assets of Sellers not expressly included in the Assets to be sold hereunder, including but not limited to assets used by Sellers or their Affiliates in other businesses of Sellers or their Affiliates and assets used primarily in connection with Sellers' corporate functions (including but not limited to the corporate charter, taxpayer and other identification numbers, seals, minute books and stock transfer books), whether or not used for the benefit of the Railroad SBU.
Appears in 1 contract
Assets Not Transferred. Notwithstanding anything herein to the contraryThe following assets, the following assets rights and properties of Seller Parties are not included in specifically excluded from the Assets and shall be retained by Sellers Seller Parties (the "Excluded Assets"):
(a) all cash The Purchase Price 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 SBUSeller Parties' rights under this Agreement;
(b) all rightsSeller Entities' articles of incorporation, propertiescorporate seals, minute books, stock books and assets which have been used other corporate or held for use in connection comparable organizational records having to do with the Railroad SBU organization 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 capitalization of the business Seller Entities and all income Tax Returns and other records; provided, however, that copies of the Railroad SBU as conducted such Tax Returns shall be provided to Buyer at the date hereofClosing and copies of such other materials shall be provided to Buyer upon request;
(c) rights to Any Equity Securities of a Seller Entity held by another Seller Entity or claims for refunds or rebates Equity Securities 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 SBUa Seller Entity held by such Seller Entity as treasury securities;
(d) claims or rights against third partiesAll of Seller Parties' insurance policies, except those arising contracts, credits, reserves and other sources of funding with respect to events any employee benefit Plans, arrangements 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 Assetsagreements;
(e) except as set forth Seller's prepaid expenses listed or described in Section 2.1(h), all insurance policies and rights thereunder, including but not limited to, rights to any cancellation value as 1.2(e) of the Closing DateSeller Disclosure Schedule as "Excluded" and Seller's security deposits under leases for real property constituting Excluded Liabilities and deposits with respect to utility services at the premises subject to such leases;
(f) proprietary or confidential business or technical informationExcept for the agreements described in clause (ii) of Section 1.1(d), records and policies that relate generally all employment agreements 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;which a Seller Party is a party; and
(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 "MagneTek or NEC," the xxxx MagneTek or NEC, or any derivative thereof, and the MagneTek or NEC logo or any derivative thereof, and Sellers' proprietary computer programs or other software, including but not limited to Sellers' proprietary data bases, accounting and reporting formats, systems and procedures;
(h) all Records relating to the Dublin Road Dispute;
All assets that are neither (i) those assets listed or described in Schedule 2.2(i);
(j) all accounts receivable of Section 1.1, in the Railroad SBU Seller Disclosure Schedule, in existence as of the Closing Date which accounts receivableFinancial Statements or on the Preliminary Balance Sheet, as of October 2the same may be adjusted pursuant to Section 1.6, 1994, aggregated approximately $3,315,000;
nor (kii) the lease in respect of the Dublin Road Facility (the "Retained Lease");
(l) all other assets of Sellers not expressly included used by any Seller Party in the Assets to be sold hereunder, including but not limited to assets used by Sellers or their Affiliates in other businesses of Sellers or their Affiliates and assets used primarily in connection with Sellers' corporate functions (including but not limited to the corporate charter, taxpayer and other identification numbers, seals, minute books and stock transfer books), whether or not used for the benefit of the Railroad SBUBusiness.
Appears in 1 contract
Samples: Asset Purchase Agreement (DealerTrack Holdings, Inc.)
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 Company (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, carryforwards or carrybacks or other credits of Sellerscredits, with respect to the period ending the day prior to the Closing Date, whether or not attributable to the Railroad SBUAssets, including, without limitation, any right to or claim for refund or rebate of the Company in respect of Taxes payable in connection with the consummation of the Transactions (except that any refund or rebate of sales or transfer Taxes imposed upon the transfer of the Assets from the Company to Purchaser will be allocated 50% to the Company and 50% to Purchaser);
(db) 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 parties for indemnification, contribution or reimbursement that may exist with respect to events, losses or breaches occurring prior to the Closing Date, including breaches under the Assigned Contracts Contracts, to the extent such claims or rights reduce the amount payable pursuant to the Company's obligations to indemnify the Purchaser under Article XI;
(c) all Insurance Policies and rights thereunder to the extent attributable to events or occurrences arising prior to the Closing Date (other than in respect of Excluded Assets the Assumed Liabilities), and any life insurance policies on the life of Xxxxxxx Xxxxx and any rebates or Excluded Liabilities hereunder shall be Excluded Assetsrefunds for premiums previously paid in connection therewith;
(d) the original Books and Records of the Company;
(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 benefits accruing under the Closing DateCompany's Employee Benefit Plans;
(f) proprietary or confidential business or technical informationthe Company's claim and/or action to recover damages for stolen property which was initiated prior to December 31, records 1997, the proceeds and policies that relate generally to Sellers or any liabilities of its Affiliates and are not used exclusively in which shall remain with 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;Company; and
(g) subject to all rights of 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 "MagneTek or NEC," the xxxx MagneTek or NEC, or any derivative thereof, Company under this Agreement and the MagneTek or NEC logo or any derivative thereof, and Sellers' proprietary computer programs or other software, including but Ancillary Agreements. The Excluded Assets shall not limited to Sellers' proprietary data bases, accounting and reporting formats, systems and procedures;
(h) all Records relating to be reflected on the Dublin Road Dispute;
(i) those assets described in Schedule 2.2(i);
(j) all accounts receivable of the Railroad SBU in existence as of the Estimated Closing Date which accounts receivable, as of October 2, 1994, aggregated approximately $3,315,000;
(k) the lease in respect of the Dublin Road Facility (the "Retained Lease");
(l) all other assets of Sellers not expressly included in the Assets to be sold hereunder, including but not limited to assets used by Sellers or their Affiliates in other businesses of Sellers or their Affiliates and assets used primarily in connection with Sellers' corporate functions (including but not limited to the corporate charter, taxpayer and other identification numbers, seals, minute books and stock transfer books), whether or not used for the benefit of the Railroad SBUBalance Sheet.
Appears in 1 contract
Samples: Asset Purchase Agreement (Vdi Media)
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(i2.1(h) 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 filesnumbers, certificates of deposit, time deposits, securities, securities (other than the stock of Coil Company) 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 SBUBrownsville Business;
(b) all rights, properties, and assets which have been used or held for use in connection with the Railroad SBU Brownsville Business 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 hereofbusiness;
(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 SBUBrownsville Business, including, without limitation, any right to or claim for refund or rebate of Coil Company or Glasmex in respect of Taxes payable in connection with the consummation of the Transactions;
(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 any other division of either Seller, to Sellers generally or to the division of which the Brownsville Business and the Mexico Business forms a part generally, or any of its Affiliates and are not used exclusively in the Railroad SBUeither Sellers' Affiliates, including, without limitation, organization manuals and strategic plans plans, but excluding subject to the software program developed for and used by NEC and provisions of the Railroad SBUSharing Agreement;
(g) subject to the limited rights granted in Section 8.7, 8.7 and pursuant to the Sharing Agreement 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 name "MagneTek or NECMagneTek," the xxxx MagneTek or NEC, "MagneTek," or any derivative thereof, and the MagneTek or NEC "MagneTek" logo or any derivative thereof, the name "Energy Engineered," the "Power M" design or any derivative thereof and Sellers' proprietary computer programs or other software, including but not limited to Sellers' proprietary data bases, accounting and reporting formats, systems and proceduresprocedures but excluding any software developed for and used historically by the division of NEC comprised of the Brownsville Business and the Columbus business;
(h) all Records relating those assets sold pursuant to the Dublin Road Disputethat certain Asset Purchase Agreement dated as of October 31, 1994 by and among Sellers and RPI and under that certain Asset Purchase Agreement dated as of March 13, 1995 among Sellers and 000 Xxxx Xxxxxx Acquisition Corp.;
(i) those assets described all rights to receive payments from Alcan at the end of the 10-year period referred to in Schedule 2.2(i)"Option 2" of the Alcan Agreement in respect of the "coil inventory" referred to in such Agreement;
(j) all accounts receivable of the Railroad SBU in existence as of the Closing Date which accounts receivable, as of October 2, 1994, aggregated approximately $3,315,000;
(k) the lease in respect of the Dublin Road Facility (the "Retained Lease");
(l) all other assets of Sellers not expressly included in the Assets to be sold hereunder, including but not limited to assets used by Sellers or their Affiliates in other businesses of Sellers or their Affiliates at other locations of the same division, racks and other equipment of the PEI or Jefferson Divisions of MagneTek whether located in such divisions' facilities adjacent to the Brownsville Facility or elsewhere, and assets used primarily in connection with Sellers' corporate functions (including but not limited to the corporate charter, taxpayer and other identification numbers, seals, minute books and stock transfer booksbook), whether or not used for the benefit of the Railroad SBUBrownsville Business; and
(k) any asset or right that is covered by the Sharing Agreement.
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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(i2.1(h) 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, 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 SBUColumbus Business;
(b) all rights, properties, properties and assets which have been used or held for use in connection with the Railroad SBU Columbus Business and which shall have been transferred (including transfers by way of sale) or otherwise disposed of prior to the Closing; PROVIDED, provided such transfers and disposals shall have been in the ordinary course of the business of the Railroad SBU Columbus Business 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 SBUColumbus Business;
(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 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 any other division of either Seller, to Sellers generally or to the division of which the Columbus Business forms a part generally, or any of its Affiliates and are not used exclusively in the Railroad SBUeither Sellers' Affiliates, including, without limitation, organization manuals and strategic plans plans, but excluding subject to the software program developed for and used by NEC and the Railroad SBUSharing Agreement;
(g) subject to the limited rights granted in Section 8.78.7 and pursuant to the Sharing Agreement, the Trademark License Agreement and Tradename License Agreement, all "MagneTek" and "NEC" marks, including any the NECCOBOND trademark, and all trademarks or service marks, trade names, slogans or other like property relating to or including the names "MagneTek MagneTek," "National Electric Coil" or "NEC," "NECCO", the xxxx MagneTek or NEC, or any derivative thereof, and the MagneTek or NEC logo or any derivative thereof, and the name "Energy Engineered," the "Power M" design, and any derivative thereof, and Sellers' proprietary computer programs or other software, including including, but not limited to to, Sellers' proprietary data basesdatabases, accounting and reporting formats, systems and procedures;
(h) all Records relating to the Dublin Road Dispute;
(i) those assets described in Schedule 2.2(i);
(j) all accounts receivable of the Railroad SBU in existence as of the Closing Date which accounts receivable, as of October 2, 1994, aggregated approximately $3,315,000;
(k) the lease in respect of the Dublin Road Facility (the "Retained Lease");
(l) all other assets of Sellers not expressly included in the Assets to be sold hereunder, including but not limited to assets used by Sellers or their Affiliates in other businesses of Sellers or their Affiliates and assets used primarily in connection with Sellers' corporate functions (including but not limited to the corporate charter, taxpayer and other identification numbers, seals, minute books and stock transfer books), whether or not used for the benefit of the Railroad SBU.
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Assets Not Transferred. Notwithstanding anything herein to the ---------------------- contrary, the following assets are not included in the Assets and shall be retained by Sellers Seller (the "Excluded Assets"):
(a) all cash and cash equivalent items (except as described in Section 2.1(i2.1(m)) 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 filesnumbers, certificates of deposit, time deposits, securities, and the proceeds of accounts receivable, including uncashed checks in payment thereof thereof, received by Sellers Seller 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 Business 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 business prior to the business of the Railroad SBU as conducted at the date hereofClosing;
(c) prepaid Taxes and 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 carryforwardscarryforwards or carrybacks, carrybacks or any other credits of SellersSeller, whether or not attributable to the Railroad SBUBusiness;
(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 Assetsparties set forth on Schedule 2.2(d);
(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 Seller and are not used exclusively primarily in the Railroad SBUBusiness, including, without limitation, organization manuals and manuals, strategic plans but excluding and Tax records and related information;
(f) subject to the software program developed for limited rights granted to Buyer pursuant to the Intellectual Property Agreement, trademarks, trade names and used by NEC service marks listed on Schedule 2.2(f) (the "Excluded Trademarks and the Railroad SBUTrade Names");
(g) subject to the limited rights granted in Section 8.7to Buyer pursuant to the Intellectual Property Agreement, all "MagneTek" and "NEC" marks, including any and all trademarks or service marksthe know-how, trade namessecrets, slogans or other like property relating to or including the names "MagneTek or NEC," the xxxx MagneTek or NECprocesses, or any derivative thereofinventions, formulae, procedures, research records, test information, patents, copyrights, pending applications for patents and the MagneTek or NEC logo or any derivative thereof, copyrights and Sellers' proprietary computer programs or other software, including but not limited to Sellers' proprietary data bases, accounting software and reporting formats, systems and proceduresdatabases set forth on Schedule 2.2(g) (the "Excluded Intellectual Property");
(h) all Records relating to notes, drafts and accounts receivable or other obligations for the Dublin Road Disputepayment of money made or owed by any Affiliate of Sellers;
(i) those assets described in Schedule 2.2(i)all Seller's rights in, to and under any commodity options, puts, calls, forwards or similar agreements with respect to commodities used by the Business;
(j) all accounts receivable causes of action, claims, demands, rights and privileges against third parties that relate to any of the Railroad SBU in existence as Excluded Assets or Excluded Liabilities, including causes of the Closing Date which accounts receivableactions, as of October 2, 1994, aggregated approximately $3,315,000claims and rights under insurance policies relating thereto;
(k) Equipment used by administrative employees of Seller who are not assigned to the lease in respect of Business but who provide services to the Dublin Road Facility (the "Retained Lease")Business;
(l) all other assets of Sellers not expressly included in the Assets to be sold hereunder, including but not limited to assets used by Sellers or their Affiliates in other businesses of Sellers or their Affiliates and assets used primarily in connection with Sellers' Seller's corporate functions (including but not limited to the corporate charter, taxpayer and other identification numbers, seals, minute books and stock transfer books), whether or not used for the benefit of the Railroad SBUBusiness;
(m) all rights and assets which are used or held for use in connection with the B-2 program, the S-3 program (provided, however, that the current S-3 contract with Lockheed Xxxxxx at Closing will be converted to an intercompany contract on substantially the same terms), the A-7 program and classified programs, if any, not related to the C-17 or V-22 programs;
(n) the equipment, tooling and fixtures used or held for use in the premises to be leased back by the Seller from the Buyer which premises are identified on Schedule 8.12 as "Containing Excluded Assets" (none of which assets are reflected on the Statement);
(o) equipment or tooling to which the United States Government has contractual right to assert title as identified on Schedule 4.16 to the extent the Government's right to assert title does not arise out of the C-17 or V-22 programs;
(p) the reconfigureable tool developed under Cooperative Agreement N00014-95-2-0003 between The Office of Naval Research and Grumman Aerospace Corporation which was novated to Northrop Grumman Corporation; and
(q) any assets in any Seller rabbi trust or voluntary employee's beneficiaries association.
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Assets Not Transferred. Notwithstanding anything herein to the contrary, the following assets are not included in the Assets and shall be retained by Sellers Seller and/or assigned or otherwise conveyed to Seller by MagneTek Belgium on or prior to the Closing Date (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 SellersSeller and MagneTek Belgium, 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 Seller or MagneTek Belgium on or prior to the Closing Date, in each case whether or not relating to the Railroad SBUDivision;
(b) all rights, properties, and assets which have been used or held for use in connection with the Railroad SBU Division 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 Division 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 SellersSeller or MagneTek Belgium, whether or not attributable to the Railroad SBUDivision;
(d) claims the accounts receivable, inventory, tangible personal property and Contracts set forth on Schedule 2.2(d) or rights against third partiesidentified on Schedule 1.1 as the property of, except those arising with respect or to events or breaches occurring after the Closing Date under the Assigned Contracts; PROVIDEDbe retained by, 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 AssetsSeller;
(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 Seller or any of its Affiliates and are not used exclusively in the Railroad SBUDivision, including, without limitation, organization manuals and strategic plans but excluding the software program developed for and used by NEC and the Railroad SBUplans;
(g) subject to the limited rights granted in Section 8.78.7 and in the License Agreement and to any matters referred to in the Teledyne Agreement relating to the "INET" xxxx, all "MagneTek" and "NECINET" marks, including any and all trademarks or service marks, trade names, slogans or other like property relating to or including the names name "MagneTek MagneTek" or NEC"INET," the xxxx MagneTek "MagneTek" or NEC, "INET," or any derivative thereof, and the MagneTek or NEC NET logo or any derivative thereof, and Sellers' Seller's proprietary computer programs or other software, including but not limited to Sellers' Seller's proprietary data bases, accounting and reporting formats, systems and procedures;
(h) all Records relating to the Dublin Road Dispute;
(i) those assets described in Schedule 2.2(i);
(j) all accounts receivable of the Railroad SBU in existence as of the Closing Date which accounts receivable, as of October 2, 1994, aggregated approximately $3,315,000;
(k) the lease in respect of the Dublin Road Facility (the "Retained Lease");
(l) all other assets of Sellers not expressly included in the Assets to be sold hereunder, including but not limited to assets used by Sellers or their Affiliates in other businesses of Sellers or their Affiliates and assets used primarily in connection with Sellers' corporate functions (including but not limited to the corporate charter, taxpayer and other identification numbers, seals, minute books and stock transfer books), whether or not used for the benefit of the Railroad SBU.
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Assets Not Transferred. Notwithstanding anything herein to the contrary, the following assets are not included in the Assets and shall be retained by Sellers Seller (the "Excluded Assets"):
(a) except to the extent expressly included in the Assets, 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 or relating to the Assets or Assumed Liabilities) of SellersSeller, including, without limitation, checking accounts, bank accounts, lock box files, certificates of deposit, time deposits, securities, securities and the proceeds of accounts receivablereceivable collected on or prior to the Closing Date, including uncashed checks in payment thereof received by Sellers Seller on or prior to the Closing Date, in each case whether or not relating to the Railroad SBUU.S. Business;
(b) all rights, properties, and assets which have been used or held for use in connection with the Railroad SBU U.S. Business and which shall have been transferred (including transfers by way of sale) or otherwise disposed of on or prior to the Closing, provided such transfers and disposals shall have been in the ordinary course of Ordinary Course and otherwise in accordance with the business of the Railroad SBU as conducted at the date terms hereof;
(c) Seller's corporate charter, qualifications to conduct business, arrangements with registered agents relating to qualifications to conduct business, taxpayer and other identification numbers, seals, minute books, stock transfer books, blank stock certificates, and other documents relating solely to the organization, maintenance and existence of Seller;
(d) 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 SellersSeller, whether or not attributable to the Railroad SBU;
(d) claims or rights against third partiesU.S. Business, except other than those arising with respect attributable to events or breaches occurring after any Company to the Closing Date extent such attributes are required to be retained by such Company 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 Assetsapplicable law;
(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 primarily to any other division of Seller, to Seller generally or to Sellers or any of its Affiliates and are not used exclusively in the Railroad SBUSeller's Affiliates, including, without limitation, organization manuals and manuals, strategic plans but excluding the software program developed for and used by NEC Tax records and the Railroad SBUrelated information;
(g) subject to the limited rights granted in Section 8.77.7, all "MagneTek" and "NEC" marks, including any and all trademarks or service marks, trade names, slogans slogans, domain names (including XxxxxXxx.xxx and XxxxxXxx.xxx) or other like property relating to or including the names name "MagneTek or NECMagneTek," the xxxx MagneTek or NEC, "MagneTek," or any derivative thereof, and the MagneTek or NEC "MagneTek" logo or any derivative thereof, and Sellers' proprietary computer programs the xxxx "Energy Engineered," the "Power M" design or other software, including but not limited to Sellers' proprietary data bases, accounting and reporting formats, systems and proceduresany derivative thereof;
(h) all Records relating any asset or right that is provided to the Dublin Road DisputeBuyer pursuant to the Transitional Services Agreement;
(i) those assets described all Records relating to pending lawsuits not included in Schedule 2.2(i)the Assumed Liabilities;
(j) all accounts receivable of the Railroad SBU in existence as of the Closing Date which accounts receivable, as of October 2, 1994, aggregated approximately $3,315,000;Seller's internet protocol addresses; and
(k) the lease in respect of the Dublin Road Facility (the "Retained Lease"Excluded Assets described on Schedule 1.2(k);
(l) all other assets of Sellers not expressly included in the Assets to be sold hereunder, including but not limited to assets used by Sellers or their Affiliates in other businesses of Sellers or their Affiliates and assets used primarily in connection with Sellers' corporate functions (including but not limited to the corporate charter, taxpayer and other identification numbers, seals, minute books and stock transfer books), whether or not used for the benefit of the Railroad SBU.
Appears in 1 contract
Assets Not Transferred. Notwithstanding anything herein to the contrary, the following assets are not included in the Assets and shall be retained by Sellers Seller (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(k)) of Sellers, including, without limitation, checking accounts, bank accounts, lock box filesnumbers, certificates of deposit, time deposits, securities, and the proceeds of accounts receivable, including uncashed checks in payment thereof thereof, received by Sellers Seller 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 Business and which shall have been transferred (including transfers by way of sale) or otherwise disposed of prior to the Closing, provided PROVIDED such transfers and disposals shall have been in the ordinary course of the business of the Railroad SBU Business 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 SellersSeller, whether or not attributable to the Railroad SBUBusiness;
(d) claims or rights against third partiesparties not described in Section 2.1(l), 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 all of Seller's right, title and interest in Section 2.1(h), all insurance policies and rights thereunder, including but not limited to, rights the assets sold pursuant to any cancellation value as of the Closing DateGenerator Agreement;
(f) proprietary or confidential business or technical information, records and policies that relate generally to Sellers or any of its Affiliates Seller and are not used exclusively primarily in the Railroad SBUBusiness, including, without limitation, organization manuals and manuals, strategic plans but excluding the software program developed for and used by NEC Tax records and the Railroad SBUrelated information;
(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 name "MagneTek or NECMagneTek," the xxxx MagneTek or NEC, "MagneTek," or any derivative thereof, and the MagneTek or NEC "MagneTek" logo or any derivative thereof, the name "Energy Engineered," the "Power M" design or any derivative thereof and Sellers' Seller's proprietary computer programs or other software, including but not limited to Sellers' Seller's proprietary data bases, accounting and reporting formats, systems and procedures, but excluding any software developed primarily for the Business;
(h) all Records relating to pending lawsuits (other than any included in the Dublin Road DisputeAssumed Liabilities) to which Seller is a party and which involve the Business;
(i) those assets described any interests in Schedule 2.2(i)any joint venture to which any of Sellers is a party;
(j) all notes, drafts and accounts receivable or other obligations for the payment of the Railroad SBU in existence as money made or owed by any Affiliate of the Closing Date which accounts receivable, as of October 2, 1994, aggregated approximately $3,315,000Sellers;
(k) all Seller's rights in, to and under any commodity options, puts, calls, forwards or similar agreements with respect to commodities used by the lease Business;
(l) the Cegled Facility;
(m) the logistics facilities of Seller, whether or not historically used primarily in respect of the Dublin Road Facility Business, set forth on Schedule 2.2(m) and any facility closed by the Business before the Closing Date (collectively with the Cegled Facility, the "Retained LeaseExcluded Facilities");
(ln) the intellectual property that is licensed as part of the Supply and Service Agreements; and
(o) all other assets of Sellers not expressly included in the Assets to be sold hereunder, including but not limited to assets used by Sellers or their Affiliates in other businesses of Sellers or their Affiliates and assets used primarily in connection with Sellers' Seller's corporate functions (including but not limited to the corporate charter, taxpayer and other identification numbers, seals, minute books and stock transfer books), whether or not used for the benefit of the Railroad SBUBusiness.
Appears in 1 contract
