Common use of Assets to be Retained by Sellers Clause in Contracts

Assets to be Retained by Sellers. Sellers shall retain and Buyer shall not purchase from Sellers or any of their respective Affiliates the following properties and assets used in the conduct of the Business: (a) Cash on hand and checks received pending collection as of the close of business on the day preceding the Closing Date (as defined herein), notes, bank deposits, certificates of deposit and marketable securities, including, without limitation, the consideration payable by Buyer to Sellers under this Agreement in respect of the Purchase Price (as defined herein); (b) Other than as set forth in Section 1.1(n), all income and other Tax credits and all Tax refund claims for periods or events occurring on or prior to the Closing Date; (c) All rights of any Seller under this Agreement and the agreements and instruments delivered to any Seller by Alpine or Buyer pursuant to this Agreement; (d) A copy of all books, records, files and papers, whether in hard copy or computer format, that (i) any Seller or any of Sellers' respective Affiliates shall be required to retain pursuant to any statute, law, rule, regulation, ordinance, contract or agreement and (ii) is set forth in Sections 1.1(e) and 1.1(h) in respect of the Sellers; (e) Other than rights granted to Buyer pursuant to Section 10.2.14, insurance policies carried by or covering any Seller or any of Sellers' respective Affiliates (and in the case of policies carried by Alpine, Sellers' rights under such policies) and any credits or other amounts due or to become due on account of or with respect to such policies; (f) All rights and interests in and under the Business Benefit Plans (as defined herein), other than assets of any Business Benefit Plans transferred pursuant to Section 10.2.1 hereof; (g) All management information systems and related software whether used by the Business, any Seller or any of Sellers' respective Affiliates, except for standard stand-alone mass-market software applications, which software applications are included among the Purchased Assets; (h) All of Sellers' right, title and interest in and to all intellectual property, other than as provided in Section 1.1(f) or in any trademark or patent license agreement to which Buyer is a party entered into pursuant to this Agreement; (i) All of Sellers' rights and interest in any settlement proceeds received in the matter set forth on Schedule 1.2 hereto; and (j) All of Seller's right, title and interest in and to all assets of the Sellers not used exclusively in the Business as of the Closing Date. The above-described assets to be retained by Sellers pursuant to this Agreement are referred to as the "Retained Assets."

Assets to be Retained by Sellers. Sellers shall retain and Buyer Buyers shall not purchase from Sellers any properties or any assets of their respective Affiliates Sellers which are not included among the Purchased Assets including, but not limited to, the following properties and assets used in the conduct of the BusinessSellers: (a) Cash All cash on hand and checks received pending collection as of the close of business on the day preceding the Closing Date (as defined herein)Date, notes, bank deposits, certificates of deposit deposit, marketable securities and marketable securitiesother cash equivalents, including, without limitationbut not limited to, the consideration payable by Buyer Buyers to Sellers under this Agreement in respect of the Purchase Price (as defined herein)Price; (b) Other than as set forth in Section 1.1(n), all All income and other Tax tax credits, all tax refund claims (including any credits for deferred taxes) and all Tax refund claims bankruptcy or creditors’ rights claims; provided, however, that with respect to any tax certiorari or other proceedings for periods or events occurring on or the reduction of real estate taxes, Sellers shall only be entitled to that portion of any net tax refund, after deducting Buyers’ costs of prosecuting the same, attributable to the period prior to the Closing DateClosing; (c) All rights of any Seller Sellers under this Agreement and the agreements and instruments delivered to any Seller Sellers by Alpine or Buyer Buyers pursuant to this Agreement; (d) A copy of All rights to (i) all Marks, Trade Secrets, and copyrights and applications and registrations therefor, not specifically covered by Section 1.1(d), together with any and all goodwill associated therewith, and (ii) all software and other Intellectual Property not specifically covered by Section 1.1(k) (collectively, the “Retained Intellectual Property”); (e) All capital stock of, or ownership interest in, any entity owned by Sellers; (f) All books, records, files and papers, whether in hard copy or computer format, that (i) any Seller or any of Sellers' respective Affiliates Sellers shall be required to retain pursuant to any statute, law, rule, regulation, ordinance, contract or agreement and agreement, (ii) is set forth in Sections 1.1(econtain information relating to any employee of Sellers other than a Transferred Employee or any business or activity of Sellers or their Affiliates not relating exclusively to the Sold Business or (iii) and 1.1(h) in respect of the Sellersrelate to any income tax credit, bankruptcy or creditors’ rights claims or other credit; (eg) Other than rights granted The minute books, stock transfer books and corporate seals of Sellers and any other books and records of Sellers relating to Buyer pursuant to Section 10.2.14, insurance the Retained Assets or the Retained Liabilities; (h) Insurance policies carried by or covering any Seller or any of Sellers' respective Affiliates (Sellers and in the case of policies carried by Alpine, Sellers' rights under such policies) and any all credits or other amounts due or to become due on account of or with respect to such policies; (fi) All accounts receivable of Sellers not generated by the Sold Business; (j) All rights and interests in and under the Business Retained Benefit Plans (as defined herein), other than assets of any Business Benefit Plans transferred pursuant to Section 10.2.1 hereofbelow) and related instruments and records; (gk) All management information systems rights of Sellers under all contracts and related software whether used by agreements to which Sellers are a party that do not constitute Assumed Contracts; (l) All real property and leasehold interests of Sellers not listed on Schedules 1.1(a) or 1.1(b) (the Business“Retained Real Property”); (m) All inventory, machinery, equipment and tangible assets located at the Retained Real Property and not otherwise part of the Tangible Personal Property, Inventory or subject to the Tangible Personal Property Leases; (n) All claims, causes of action, choses in action, rights of recovery and rights of set off of any Seller kind against any Person arising out of or any relating to events prior to the Closing which do not arise out of Sellers' respective Affiliates, except for standard stand-alone mass-market software applications, which software applications are the Purchased Assets or the Assumed Liabilities; and (o) All other assets of Sellers not specifically included among the Purchased Assets; (h) All of Sellers' right, title Assets and interest in and transferred to all intellectual property, other than as provided in Section 1.1(f) or in any trademark or patent license agreement to which Buyer is a party entered into Buyers pursuant to this Agreement; (i) All of Sellers' rights and interest in any settlement proceeds received in the matter set forth on Schedule 1.2 hereto; and (j) All of Seller's right, title and interest in and to all assets of the Sellers not used exclusively in the Business as of the Closing DateSection 1.1. The above-described assets to be retained by Sellers pursuant to this Agreement are referred to as the "“Retained Assets."”