Assets to be Retained by Seller. Anything herein to the contrary notwithstanding, Seller shall not sell, and Purchaser shall not acquire, the following assets of Seller (the "Retained Assets"):
1.2.1 all trade accounts receivable arising out of the sale of goods or services prior to the Closing Date;
1.2.2 any rights of Seller with respect to insurance policies owned by Seller or for which Seller is the named insured;
1.2.3 all cash, funds in bank accounts and cash equivalents existing as of the date hereof; and
1.2.4 any patents, trademarks, trademark registrations, copyrights, copyright registrations, trade names and all registrations thereof and all applications for any of the foregoing, whether issued or pending, if any, and all goodwill associated with any of the foregoing (the "Intangible Assets").
Assets to be Retained by Seller. Seller shall retain all assets not expressly purchased by Buyer pursuant to Section 1.1, including, but not limited to, (a) all investment securities owned by Seller; (b) all of Seller’s investments in Seller’s affiliates and subsidiaries; (c) all other real estate owned by Seller or carried as in substance foreclosures that are associated with the Branches (if any); (d) all repossessed personal property owned by, or in the possession of, Seller; (e) all of Seller’s life insurance policies; (f) all loans or other extensions of credit not scheduled on Schedule 1.1(b) as of the Closing Date; (g) reserves for loan losses on all loans (including the Loans); (h) all assets and records associated with any investment, trust or brokerage business of Seller or its affiliates, whether conducted at the Branches or any other location of Seller; (i) all refunds, credits, prepayments or deferrals of or against Taxes (as defined herein) relating to the operation of the Branches or the Assets prior to the Effective Time; (j) all Tax deposits and Tax books and records; (k) all intangible assets, including goodwill and mortgage servicing rights, of Seller; (l) all intellectual property of Seller, including, but not limited to, all rights to the name “Xxxxxxx Bank” and any corporate logos, trademarks, servicemarks, trade names, signs, paper stock, monetary instruments (including, but not limited to, traveler’s checks and official checks), forms, advertising materials and other supplies containing any such logos, trademarks, servicemarks or trade names of Seller or Seller’s affiliates; (m) all customer and merchant credit card accounts and payroll cards, including any loans related thereto, along with any other products or services provided through such merchant services relationships of the Seller; (n) any other assets listed on Schedule 1.2 (the “Excluded Assets”); and (o) any rights, claims, and causes of action relating to this Agreement and the other agreements, documents and instruments executed and delivered by the parties to each other at the Closing (the “Ancillary Agreements”). Seller shall coordinate with Buyer to remove the Excluded Assets from the premises of the Branches within ten (10) Business Days following the Effective Time; provided, that Seller, at Seller’s sole cost and expense, shall use commercially reasonable efforts to remove all of Seller’s signage within ten (10) Business Days following the Closing Date. In the event that Seller has not removed its...
Assets to be Retained by Seller. Anything herein to the contrary notwithstanding, Seller shall not sell, and Purchaser shall not acquire, the following assets of Seller (the "Retained Assets"):
1.2.1 all trade accounts receivable arising out of the sale of goods or services prior to the Effective Date; 1
Assets to be Retained by Seller. Seller shall retain all assets not expressly purchased by Buyer pursuant to Section 1.1, including, but not limited to (i) all investment securities owned by Seller; (ii) all of the Seller's investments in Seller's affiliates and subsidiaries; (iii) all other real estate owned by Seller or carried as in substance foreclosures that are associated with the Branches (if any); (iv) all repossessed personal property owned by, or in the possession of, the Seller; (v) all of the Seller's life insurance policies; (vi) all loans or participations in loans that are not Loans; (vii) all assets and records associated with any investment, trust or brokerage business of Seller or its affiliates, whether conducted at the Branches or any other location of Seller;
Assets to be Retained by Seller. The following shall not be ------------------------------- transferred or sold by Seller to Buyer pursuant to this Agreement (collectively referred to as "Excluded Assets"): (1) accounts receivable, including unbilled receivables (work-in-progress) generated by the Business prior to Closing;
Assets to be Retained by Seller. Seller shall retain all assets not expressly purchased by Buyer pursuant to Section 1.1 (collectively, the “Excluded Assets”), including, but not limited to:
A. all investment securities owned by Seller relating to the Branches;
B. all other real estate owned by Seller or carried as in substance foreclosures that are associated with the Branches;
C. all loans or participations in loans related to the Branches (the “Loans”), including any loans previously charged-off by Seller;
D. allowance for loan losses on all loans (including the Loans); and
E. all customer and merchant credit card accounts.
Assets to be Retained by Seller. Seller shall retain all assets not expressly purchased by Buyer pursuant to Section 1.1 (collectively, the “Excluded Assets”), including, but not limited to:
A. all real property, whether owned in fee simple or leased, subleased or rented by Seller where the Branch is located, and all improvements to such property purchased, installed or constructed by or on behalf of Seller and used in connection with the operation or maintenance of the Branch, including, without limitation, buildings, structures, parking facilities and drive-in teller facilities (the “Real Property”);
B. all furniture, fixture, equipment and other tangible personal property owned or leased by Seller relating to the Branch, other than the Courier Assets;
Assets to be Retained by Seller. Seller shall retain all assets not expressly purchased by Buyer pursuant to Section 1.1 (collectively, the “Excluded Assets”), including, but not limited to:
A. All other real estate owned by Seller or carried as in substance foreclosures with respect to the Branch;
B. All loans or participations in loans that are not Loans;
C. All of Seller’s rights in and to the name “Community First Bank & Trust” and any of Seller’s corporate logos, trademarks, service marks, trade names, signs, copyrights, uniform resource locators (URLs), domain names (and associated email addresses), internet websites, proprietary information, paper stock forms, labels, shipping materials, brochures, advertising and marketing materials and other supplies or rights containing any such rights referencing Seller or any of its affiliates;
D. Any regulatory licenses or any other nonassignable licenses and permits;
E. Any proprietary software of Seller or any affiliate of Seller;
F. All routing numbers of Seller used in connection with the Deposits or the Branch;
G. all rights of Seller or any of its affiliates to solicit and service, and all relationships of Seller (whether or not attributed to the Branch) in connection with (i) annuities, securities and investment products, (ii) insurance products or policies or (iii) trusts, fiduciary services or activities or portfolio investment management services or activities, including, without limitation, all rights of Seller or any of its affiliates to receive income, premiums, fees or commissions relating to any item referenced in clauses (i) - (iii) above prior to or following the Closing Date by Seller or any of its affiliates attributed to the Branch.
H. all other assets, properties and rights of Seller or any of its affiliates relating to, located at, attributed to or used at branches, facilities or locations of Seller or any of its affiliates other than the Branch.
Assets to be Retained by Seller. Seller shall retain all assets not expressly purchased by Buyer pursuant to Section 1.1 (collectively, the “Excluded Assets”), including, but not limited to:
A. all real property, whether owned in fee simple or leased, subleased or rented by Seller where the Branch is located, and all improvements to such property purchased, installed or constructed by or on behalf of Seller and used in connection with the operation or maintenance of the Branch, including, without limitation, buildings, structures, parking facilities and drive-in teller facilities (the “Real Property”);
B. all furniture, fixture, equipment and other tangible personal property owned or leased by Seller relating to the Branch, other than the Courier Assets;
C. all cash on hand at the Branch as of the close of business on the Closing Date, including vault cash, automated teller machine (“ATM”) cash, xxxxx cash, tellers’ cash and cash items in the process of collection (the “Cash on Hand”);
D. all investment securities owned by Seller relating to the Branch;
E. all other real estate owned by Seller or carried as in substance foreclosures that are associated with the Branch;
F. all loans or participations in loans that are not Loans, including any loans previously charged-off by Seller;
G. allowance for loan losses on all loans (including the Loans); and
H. all customer and merchant credit card accounts.
Assets to be Retained by Seller. Seller shall retain all assets not expressly purchased by Buyer pursuant to Section 1.1 (collectively, the “Excluded Assets”), including, but not limited to:
A. all investment securities owned by Seller relating to the Branches;
B. all other real estate owned by Seller or carried as in substance foreclosures that are associated with the Branches;
C. all loans, extensions of credit or participations in loans that are not Loans, including any nonaccrual loans, any loans ninety (90) days or more past due, any loan upon which insurance has been force placed, any loan in connection with which a borrower has filed for, or involuntarily been forced into, bankruptcy, and any loan previously charged-off by Seller;
D. allowance for loan losses on all loans (including the Loans);
E. all signage bearing Seller’s name, logo, or service mxxx; and
F. all customer credit card accounts.
