ASSETS RETAINED BY SELLER. The Purchased Assets shall not include, and Seller shall retain, the following assets and properties (the "Excluded Assets"):
(a) All of Seller's cash, other than cash which represents prepayments for work to be performed by Seller's MCO Business following the Closing;
(b) Except as provided in Paragraphs 1.2(g) and 1.2(h), any of Seller's corporate minute books, stock books, income tax returns, Seller's financial records and other tax and related records of Seller;
(c) Any assets of Seller's MCO Business covered by office equipment leases or other capitalized leases unless specifically set forth in Exhibit 1.2(o) ;
(d) Unless otherwise specifically provided in exhibits hereto, any assets of Seller which have not historically been used exclusively in the Seller's MCO Business;
(e) Any right to receive cash or cash equivalents as the result of the operation of the Seller's MCO Business prior to the Closing; it being understood that all amounts received from the BWC for services performed after the Closing belong to the Purchaser;
(f) Seller's telephone systems located at Seller's headquarters in Columbus, Ohio other than the hand sets contained therein which are exclusively dedicated to the Seller's MCO Business and can be removed without otherwise affecting the performance of the remaining system;
(g) The right to the name "Xxxxxxxxxx ProHealth", "Xxxxxxxxxx", "ProHealth" or any combination of such names, the trade name "Xxxxxxxxxx-ProHealth CompCare" and any other xxxx or name incorporating "Xxxxxxxxxx" and/or "ProHealth", logos, internet domain names and corporate names and registrations and applications for registration thereof or any derivative thereof by itself or with other words or phrases;
ASSETS RETAINED BY SELLER. There shall be excluded from the Assets and retained by Seller all of the following (collectively, the "Excluded Assets"):
(a) the corporate charters, qualifications to conduct business as a foreign corporation, arrangements with registered agents relating to foreign qualifications, taxpayer and other identification numbers, seals, minute books, stock transfer books, blank stock certificates, and other documents relating to the organization, maintenance, and existence of Seller as corporations;
(b) any of the rights of Seller under this Agreement (or under any agreement between Seller on the one hand and Buyer on the other hand entered into on or after the date of this Agreement);
(c) all cash and accounts receivable of the business as of March 2, 1997, and all personal assets of the owner; and
(d) all tax records or copies thereof.
ASSETS RETAINED BY SELLER. Notwithstanding the foregoing, the Assets do not include those assets listed on Exhibit 1.2 attached hereto (the "Retained Assets"). Seller shall retain all of its right, title and interest in the Retained Assets.
ASSETS RETAINED BY SELLER. Seller shall not sell, deliver, transfer, assign or convey, and Buyer shall not purchase, the assets of Seller (if any) as are set forth in Exhibit 1.2 hereto. Such assets are hereinafter referred to as the "Retained Assets".
ASSETS RETAINED BY SELLER. Seller may retain the assets listed on Schedule 9.20.
ASSETS RETAINED BY SELLER. There shall be excluded from the Assets and retained by Seller all of the following (collectively, the "Excluded Assets"):
(a) All of Seller's cash, cash equivalents, accounts receivable and any prepaid charges or expenses including, without limitation, security deposits and any workers' compensation insurance payments or adjustments, relating to Seller's business activities prior to the Closing Date;
(b) 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, stock transfer books, blank stock certificates, and other documents relating to the organization, maintenance, and existence of Seller as a corporation; and
(c) Any of the rights of Seller under this Agreement (or under any agreement between Seller on the one hand and Buyer on the other hand entered into on or after the date of this Agreement).
(d) Any employment agreements entered into by Seller.
ASSETS RETAINED BY SELLER. All the personal property of the Seller on the premises of the Corporation and set forth on the attached Exhibit A shall be transferred to the Seller prior to the Closing.
ASSETS RETAINED BY SELLER. Seller shall not sell and Purchaser shall not purchase any of the assets of Seller, except the assets set forth in Section 1.2. Specifically, Seller is not selling and Purchaser is not purchasing any of Seller's cash or cash equivalents, accounts receivable, inventory not set forth on Exhibit A, furniture, fixtures and leasehold improvements, officer's life insurance, including its cash surrender value, any federal, state or local tax refund(s), if any, owed to Seller presently or in the future, any prepaid items, any part of the Purchase Price (as defined in Section 3.1 hereof) to be received by Seller for the sale of the Purchased Assets, the minute books of Seller, its tax returns, corporate seal and stock records, or any other assets not specifically set forth in Section 1.2.
ASSETS RETAINED BY SELLER. There shall be excluded from the Assets and retained by Seller all of the following (collectively, the "Excluded Assets"):
(a) All of Seller's cash, cash equivalents and accounts receivable, including accounts from xxxxxxxx to customers for temporary labor services during the week ending Sunday, May 17, 1998.
(b) 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, stock transfer books, blank stock certificates, and other documents relating to the organization, maintenance, and existence of Seller as a corporation; and
(c) Any of the rights of Seller under this Agreement (or under any agreement between Seller on the one hand and Buyer on the other hand entered into on or after the date of this Agreement).
(d) Such choses in action, rights of recovery, rights of recoupment, rights of refund (including refunds under canceled insurance policies) or other claims arising from, in connection with or related to the Excluded Assets or arising from, in connection with or related to liabilities not assumed or indemnified by Buyer.
(e) Rights under any tax returns, to any tax refunds and claims for refund;
(f) Employee advances (excluding advances for salary, commission and draws);
(g) The personal automobile used by Xxxxx;
(h) Fax machines currently located in the homes of Xxxxx and Xxxxx, respectively;
(i) Stairmaster and exercise bike;
(j) Any other personal property used at home of Xxxxx or Xxxxx.
ASSETS RETAINED BY SELLER. Seller will retain all the items in Sections 2.4.1 through 2.4.2:
2.4.1 Any cash (or cash equivalents) on hand, and any and all "internal debt" owed to AMCON Distributing Company.
2.4.2 Any tax credits including net operating loss tax benefits.
