Common use of Assets Not Transferred Clause in Contracts

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’s books and records and other documents related to the sale of the North America Business and negotiations with other parties; and (m) all accounts receivable, or portions thereof, attributable to or arising out of the North America Business billed or accrued with respect to the period prior to the close of business on the Closing Date, but excluding the Employee Receivables.

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 Netherlands Subsidiary and as applicable are subject to the Double C Agreement (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 Netherlands Subsidiary; (f) proprietary or confidential business information, records and policies that relate generally to Seller and the Canadian Netherlands Subsidiary and are not used, held for use, intended to be used in or otherwise necessary to conduct the Non-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 LitigationLitigation and (unless and to the extent Purchaser becomes party to the Patent Lawsuit) the Patent Lawsuit; (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 7.107.9; (j) all tangible personal property not used, held for use or intended to be used in the Non-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 7.107.9; (l) all of Seller’s books and records and other documents related to the sale of the Non-North America Business and negotiations with other parties; and; (m) all accounts receivable, or portions thereof, attributable to or arising out of the Non-North America Business billed or accrued with respect to the period prior to the close of business on the Closing Date; and (n) all other assets sold, but excluding or to be sold, in accordance with the Employee Receivablesterms of the Double C Agreement.

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 Netherlands Subsidiary and as applicable are subject to the Double C Agreement (the “"Excluded Assets”"): (a) all of Seller’s '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 Netherlands Subsidiary; (f) proprietary or confidential business information, records and policies that relate generally to Seller and the Canadian Netherlands Subsidiary and are not used, held for use, intended to be used in or otherwise necessary to conduct the Non-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 LitigationLitigation and (unless and to the extent Purchaser becomes party to the Patent Lawsuit) the Patent Lawsuit; (h) all other assets used exclusively in connection with Seller’s '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 7.107.9; (j) all tangible personal property not used, held for use or intended to be used in the Non-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 '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 7.107.9; (l) all of Seller’s 's books and records and other documents related to the sale of the Non-North America Business and negotiations with other parties; and; (m) all accounts receivable, or portions thereof, attributable to or arising out of the Non-North America Business billed or accrued with respect to the period prior to the close of business on the Closing Date; and (n) all other assets sold, but excluding or to be sold, in accordance with the Employee Receivablesterms of the Double C Agreement.

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 its Subsidiaries (the “Excluded Assets”): (a) except as otherwise provided in Section 2.1(a)(vi), all of Seller’s and its AffiliatesSubsidiaries’ (including the Indian Subsidiary) cash and cash equivalent items, including checking accounts, bank accounts, lock box numbers, certificates of deposit, time deposits, securities, 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) all rights of Seller under the Non-North America Navigator PlatformsMutual Release; (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; (fd) proprietary or confidential business information, records and policies that in each case 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 Sale 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; (he) all other assets used exclusively in connection with Seller’s corporate corporate, and not operational, 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, maintenance and existence of Seller as a corporation); (if) all assets assets, trusts or other funding mechanisms in respect of any U.S. Employee Benefit Plan, other than those, if any, assigned pursuant to Section 7.10Plans and Non-U.S. Employee Benefits Plans; (jg) all tangible personal property not used, held for use or intended to be used in rights under the North America Business, wherever located, including all machinery, equipment, furniture, furnishings, software, hardware U.S. Employee Benefit Plans and vehicles, or all tangible personal property used specifically in connection with Seller’s corporate functions and described on Schedule 2.2(j)Non-U.S. Employee Benefits Plans; (k) all insurance policies and rights under the Employee Benefit Plans, other than the insurance contracts, if any, assumed pursuant to Section 7.10; (lh) all of Seller’s books and records records, including without limitation, Tax Returns or records, and other documents primarily related to the negotiation of the sale of the North America Sale Business and negotiations with other parties; and; (mi) all insurance policies and proceeds; (j) all accounts receivable, or portions thereof, attributable to Seller Products shipped to distributors or arising out of the North America Business billed or accrued with respect to the period customers prior to the close Closing; (k) the ARM License; (l) the assets listed on Schedule 2.2(l); and (m) all Intellectual Property Rights and Technology owned by, or used or held for use by, Seller or any of business on its Subsidiaries other than the Closing DateSale Business Intellectual Property and Sale Business Technology, but excluding including without limitation the Employee ReceivablesIntellectual Property Rights and Technology to be licensed to Purchaser 1 or Purchaser 2 under the Purchaser 1 License Agreement and Purchaser 2 License Agreement and Intellectual Property Licenses (other than the P1 Assigned Contracts and P2 Assigned Contracts).

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 its Subsidiaries (the “"Excluded Assets”): (a) "): except as otherwise provided in Section 2.1(a)(vi), all of Seller’s 's and its Affiliates’ Subsidiaries' (including the Indian Subsidiary) cash and cash equivalent items, including checking accounts, bank accounts, lock box numbers, certificates of deposit, time deposits, securities, 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) ; all rights of Seller under the Non-North America Navigator Platforms; (c) the Non-North America Intellectual Property; (d) Mutual Release; 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 in each case 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 Sale 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 's corporate, and not operational, 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, maintenance and existence of Seller as a corporation); (i) ; all assets assets, trusts or other funding mechanisms in respect of any U.S. Employee Benefit Plan, other than those, if any, assigned pursuant to Section 7.10; (j) Plans and Non-U.S. Employee Benefits Plans; all tangible personal property not used, held for use or intended to be used in rights under the North America Business, wherever locatedU.S. Employee Benefit Plans and Non-U.S. Employee Benefits Plans; all of Seller's books and records, including all machinerywithout limitation, equipmentTax Returns or records, furniture, furnishings, software, hardware and vehicles, or all tangible personal property used specifically in connection other documents primarily related to the negotiation of the sale of the Sale Business with Seller’s corporate functions and described on Schedule 2.2(j); (k) other parties; 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’s books and records and other documents related to the sale of the North America Business and negotiations with other partiesproceeds; and (m) all accounts receivable, or portions thereof, attributable to Seller Products shipped to distributors or arising out of the North America Business billed or accrued with respect to the period customers prior to the close Closing; the ARM License; the assets listed on Schedule 2.2(l); and all Intellectual Property Rights and Technology owned by, or used or held for use by, Seller or any of business on its Subsidiaries other than the Closing DateSale Business Intellectual Property and Sale Business Technology, but excluding including without limitation the Employee ReceivablesIntellectual Property Rights and Technology to be licensed to Purchaser 1 or Purchaser 2 under the Purchaser 1 License Agreement and Purchaser 2 License Agreement and Intellectual Property Licenses (other than the P1 Assigned Contracts and P2 Assigned Contracts).

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 itemsitems including, including without limitation, 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 on or prior to 12:01 A.M. on 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 or technical information, records and policies or portions thereof 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 including, without limitation, organization manuals, strategic plans and Tax records and related information; (gc) all notes, drafts and accounts receivable or other obligations for the payment of money made or owed by any Affiliate of Seller; (d) all causes of action, claims, demands, rights and privileges against third parties that relate to any of the Excluded Assets or Excluded Liabilities, including causes of actions, claims and rights against third parties with respect to the Retained Litigationunder insurance policies relating thereto; (he) except as set forth in Section 2.1(f), all other assets (excluding Intellectual Property assets, which shall be governed by the Intellectual Property Agreement) used exclusively primarily in connection with Seller’s 's corporate functions (including but not limited to 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 books), whether or not used for the organization, maintenance, and existence benefit of Seller as a corporation)the Business; (if) all any life insurance policy owned by Seller and any proceeds payable thereunder; PROVIDED HOWEVER, such policies shall be transferred to Buyer if such policies fund any of Seller's pension plans for which assets in respect of any Employee Benefit Plan, other than those, if any, assigned are transferred to Buyer pursuant to Section 7.109.2 hereof; (jg) 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 assets listed on Schedule 2.2(j2.2(g); (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’s books and records and other documents related to the sale of the North America Business and negotiations with other parties; and (mh) all accounts receivable, RECLAIM Trading Credit (RTC) used in or portions thereof, attributable to or arising out of the North America Business billed or accrued with respect relating to the period prior to the close of business on the Closing Date, but excluding the Employee ReceivablesBusiness.

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 Sellers (the “Excluded Assets”): (a) all rights of Seller’s and its Affiliates’ Sellers in any real property leased by Sellers, except as provided in the Sublease; (b) subject to Section 2.3, the assets of the Broadway Business (“Broadway Business Assets”); (c) all 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 that relate to the operation of the Business, and performance of services, by Seller the Sellers 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 for periods ending on or prior to the Closing Date and the benefit of net operating loss carryforwards, carrybacks, credits carrybacks or other tax attributes credits of Seller and the Canadian SubsidiarySeller; (fe) proprietary or confidential business information, records and policies that relate generally to Seller and the Canadian Subsidiary Sellers and are not used, held for use, intended to be used in or otherwise necessary to conduct the North America Business, including organization manuals, and Sellers’ Tax records and related information; (gf) all causes of action, claims, demands, rights and privileges against third parties that relate to any of the other Excluded Assets or any of the Excluded Liabilities, including causes of action, claims and rights against third parties with respect under insurance policies relating thereto; (g) all other assets, tangible and intangible, that relate generally to Sellers and are not used, held for use, intended to be used in or otherwise necessary to the Retained Litigation;operation of the Business, including, without limitation, any record interest of StarNet in the real property located at 1000 Xxxxxxxxxx Xxxxx, Xxxx Xxxxxxx, Xxxxxxxxxxxx, StarNet’s interest in StarNet Holdings, Inc. and MDVX, Inc. (f/k/a Media DVX, Inc.), and the assets identified in the Transition Services Agreement which are to be used in the Business only during the term of the Transition Services Agreement in order to facilitate the provision of services thereunder; and (h) all other assets used exclusively except as otherwise provided in connection with Seller’s corporate functions (including the corporate charterArticle VII, 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’s books and records and other documents related to the sale of the North America Business and negotiations with other parties; and (m) all accounts receivable, or portions thereof, attributable to or arising out of the North America Business billed or accrued with respect to the period prior to the close of business on the Closing Date, but excluding the Employee ReceivablesPlan maintained by Sellers.