Excluded Assets Clause Samples

Excluded Assets. Buyer expressly understands and agrees that the following assets and properties of Seller and the Retained Subsidiaries (the “Excluded Assets”) shall be excluded from the Purchased Assets: (a) all of Seller’s and the Retained Subsidiaries’ cash and cash equivalents on hand and in banks (except for such amounts, if any, as the parties may agree will be retained by the Purchased Subsidiaries and not constitute Purchased Subsidiary Pre-Closing Cash (the “Transferred Cash”)); (b) insurance policies relating to the Business and all claims, credits, causes of action or rights thereunder (except for Buyer’s rights under Section 5.05); (c) all Intellectual Property Rights (other than the Business Intellectual Property Rights), including the marks and names set forth in Section 2.03 of the Disclosure Schedule (the “Seller Trademarks and Tradenames”), and including all royalties and/or other license payments under any Portfolio Cross-License; (d) all books, records, files and papers, whether in hard copy or computer format, prepared in connection with this Agreement or the transactions contemplated hereby (other than confidentiality agreements with any Person relating to the Business, copies of which will be made available to Buyer at the Closing (it being understood that the portion of such copies not relating to the Business may be redacted)) and all minute books and corporate records of Seller and the Retained Subsidiaries; (e) the property and assets described in Section 2.03 of the Disclosure Schedule; (f) all rights of Seller or any of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated thereby; (g) all Purchased Assets sold or otherwise disposed of in the ordinary course of business during the period from the date hereof until the Closing Date in compliance with the terms hereof; and (h) all of Seller’s and the Retained Subsidiaries’ claims for and rights to receive Tax refunds relating to the Business arising on or prior to the Closing Date.

Excluded Assets. Notwithstanding any provision in this Agreement or any other writing to the contrary, Seller and its Affiliates will retain and will not transfer or assign, and Buyer will not purchase, acquire or assume from Seller or any of its Affiliates, any of the following assets, properties or rights (collectively, the “Excluded Assets”), and Buyer shall acquire no right, title or interest in any Excluded Assets under this Agreement or as a result of the transactions contemplated hereby; provided that notwithstanding the transactions contemplated hereby or any provision of this Agreement, all assets and liabilities of the Subsidiary shall remain the assets and liabilities of the Subsidiary: (a) Closing Cash to the extent that it is not held in bank accounts dedicated to the Business and not included in the Closing Cash Amount; (b) all intercompany receivables of the Business payable by Seller or an Affiliate of Seller, other than Assumed Intercompany Receivables; (c) any corporate books and records of Seller and its Affiliates (other than the Subsidiary); (d) the Contracts set forth on Schedule 2.02(d) (the “Excluded Contracts”); (e) any current and prior insurance policies of Seller and its Affiliates and any rights of any nature with respect thereto; (f) the assets of any Benefit Plan other than the Assumed Plans (such Benefit Plans are collectively, the “Excluded Plans”); (g) (i) the “Tyco”, “Tyco Electronics” and “M/A-COM” names, marks and logos, and any other item set forth on Schedule 2.02(g) (including all goodwill associated therewith) and (ii) except for the Transferred Intellectual Property, any Intellectual Property Rights of Seller or any of its Affiliates; (h) all loans and other advances owing to Seller or any of its Affiliates by each Business Employee who does not become a Transferred Employee; (i) the Tax records of Seller and any of its Affiliates (other than the Subsidiary); (j) the original personnel and employment records relating to Transferred Employees to the extent Applicable Law does not require that Buyer receive such original records; (k) any rights, claims, causes of action or rights of set off arising out of the Excluded Liabilities; (l) any refunds or credits of Taxes due to Seller or its Affiliates pursuant to Section 8.07; (m) any Purchased Assets sold or otherwise disposed of in the ordinary course of business and not in violation of any provisions of this Agreement during the period from the date hereof until the Closing Date; (n) ...

Excluded Assets. Notwithstanding anything herein to the contrary, Seller shall retain all of its existing right, title and interest in and to the following assets, and there shall be excluded from the Transfer to Buyer hereunder, and the Transferred Assets shall not include, the following (collectively, the “Excluded Assets”): (a) all cash and cash equivalents, bank accounts, credit cards, bank deposits, investment accounts, lockboxes, certificates of deposit, benefits of credits, marketable securities or investments in other Persons, certificates of deposit, treasury bills and other similar items (“Cash”); provided, however, Cash shall not include (i) Accounts Receivable, (ii) any items specifically identified in Section 2.1(j), or (iii) any items specifically included in the final Net Working Capital for purposes of Section 2.6 hereof; (b) all rights to any refund of Taxes, deposits for Taxes with any Governmental Entity, or prepaid Taxes, in each case, to the extent such Taxes relate to (x) Pre-Closing Tax Periods with respect to the Business or the Transferred Assets, or (y) the other Excluded Assets; (c) all rights in connection with and assets of the Benefit Plans; (d) all insurance policies and binders of Seller, and all rights of action, lawsuits, benefits, claims, demands, rights of recovery and set-off, and proceeds, under or with respect to such insurance policies; (e) the Retained Names; (f) all Intellectual Property Rights of Seller and its Affiliates, other than the Transferred Intellectual Property; (g) all Excluded Books and Records, wherever located; (h) all corporate-wide systems, properties and assets, including management Information Systems and software, computer and communications systems and software and related third-party software, internet protocol address spaces, voicemail, and messaging systems and related Intellectual Property Rights and technology and assets, including the assets that will be utilized by Seller in providing services to Buyer under any Ancillary Agreement, in each case not exclusively used in or exclusively related to the Business and not included in the Transferred Intellectual Property; (i) all IT Assets of Seller, other than the Transferred IT Assets; (j) all rights, claims and causes of actions relating to any Excluded Asset or Excluded Liability; (k) all consideration received by Seller pursuant to, and all rights of Seller under, this Agreement or any Ancillary Agreement; (l) all confidential communications between Seller...

Excluded Assets. The Purchased Assets do not include any property or assets of Seller other than as described in Section 2.2 and, notwithstanding any provision to the contrary in Section 2.2 or elsewhere in this Agreement, the Purchased Assets do not include the following property or assets of Seller (all assets excluded pursuant to this Section 2.3, the “Excluded Assets”): (a) Cash and Cash Equivalents; (b) certificates of deposit, shares of stock, securities, bonds, debentures, evidences of indebtedness, and any other debt or equity interest in any Person; (c) all assets used by Seller in performing corporate, support, administrative and other services, which assets are not utilized primarily by the Business; (d) all intercompany receivables and loans; (e) all Business Agreements other than the Purchased Business Agreements, including, without limitation, those set forth on Schedule 2.3(e) (the “Retained Agreements”); (f) any assets that have been disposed of in the ordinary course of business and in compliance with this Agreement after the date hereof and prior to the Effective Time; (g) all books and records other than the Documents; provided, that with respect to any such books and records that contain information pertinent to the Business and the Retained Business, Seller shall permit Buyer to make copies (at its expense) of such books and records, subject to any applicable redactions of information that does not relate to the Business; (h) any Seller Marks and any other Intellectual Property or rights therein or related to any business of Seller or any of its Affiliates other than the Business and the Assigned IP; (i) any refund or credit, claim for refund or credit or rights to receive refunds or credits with respect to Taxes paid or payable by or on behalf of Seller or any Affiliate of Seller, whether such refund is received as a payment or as a credit, abatement or similar offset against future Taxes payable (except to the extent any such refund or credit relates to Taxes borne by Buyer pursuant to Section 7.9); (j) except to the extent expressly provided in Section 2.2(g), all Claims of Seller against any Person; (k) all rights, Claims, credits and defenses to the extent relating to any other Excluded Asset or any Excluded Liability, including any such items arising under insurance policies, guarantees, warranties, indemnities and similar rights in respect of any such Excluded Asset or any Excluded Liability, whether arising before, on or after the Effective Dat...

Excluded Assets. Notwithstanding any other provision herein to the contrary, the Purchased Assets specifically exclude the following (collectively, the “Excluded Assets”): (a) the corporate seals, books, accounting records, income Tax Returns of Seller and the Members, records related to corporate governance of Seller and any records that Seller is required by applicable Law to retain in its possession (provided that a copy of any such records that are not Excluded Assets by another provision of this Section 2.2 will, to the extent permitted by applicable Law, be provided to Buyer at the Closing); (b) all credit card receipts and ATM purchases as of the Closing; (c) all accounts receivables of Seller and payments processing due to Seller as of the Closing for services or products previously rendered or sold; (d) Seller’s cash and cash equivalents (including marketable securities and short-term investments, if any) not included in Target Working Capital Level (“Excluded Cash”); (e) all refunds of Taxes with respect to the Business for Pre-Closing Tax Periods; (f) the rights which accrue or will accrue to Seller and the Members under this Agreement and the Transactions; (g) any Contracts (i) relating to insurance or Benefit Plans, (ii) set forth on Schedule 2.2(g) or (iii) which are otherwise not Assigned Contracts (collectively, “Excluded Contracts”); and (h) any of Seller’s IP that is separately licensed to Buyer by the SB IP License.

Excluded Assets. Notwithstanding the provisions of Section 2.1 to the contrary, the Acquired Assets shall not include the following specifically excluded assets (the "Excluded Assets"): (a) 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 all tax credits and other tax attributes of Seller; (b) Cash; (c) all claims, refunds, causes of action, choses in action, rights of recovery, rights of set-off and rights of recoupment or other rights and claims of a similar nature including tax refunds and insurance refunds related solely to the Excluded Assets; (d) any shares of capital stock in Seller or any rights pertaining thereto; (e) the corporate name of Seller; (f) the Hyatt Claims; (g) Seller Claims necessary to offset claims against Seller, as set forth on Schedule 2.1(i); (h) any of the rights of Seller under this Agreement (or under any side agreement between Seller on the one hand and Buyer on the other hand entered into on or after the date of this Agreement); (i) all Avoidance Actions; (j) all of Seller's rights and causes of action arising under Sections 502 and 503 of the Bankruptcy Code and Rule 3007 thereunder; (k) Seller's director and officer insurance policy and all prepaid premiums associated therewith; and (l) any assets of Seller (whether or not included in the definition of "Acquired Assets") which may be designated by Buyer in writing as "Excluded Assets" in Buyer's sole discretion, prior to the Closing Date, including, but not limited to, the items specifically set forth on Schedule 2.2(l).

Excluded Assets. Nothing herein contained shall be deemed to sell, transfer, assign or convey the Excluded Assets to Buyer, and Sellers shall retain all right, title and interest to, in and under the Excluded Assets. “Excluded Assets” shall mean all assets, properties, interests and rights of Sellers other than the Purchased Assets, including each of the following assets:

Excluded Assets. It is expressly understood and agreed that the Assets shall not include the following (the "Excluded Assets"): (a) Except as otherwise provided in Section 2.1(j), cash and cash equivalents or similar type investments, such as certificates of deposit, Treasury bills and other marketable securities; (b) Except as may be agreed pursuant to Section 2.8(g), any assets of any qualified or non-qualified pension or welfare plans or other deferred compensation arrangements maintained by the Contributor or any Affiliate thereof for employees of the Contributor or any Affiliate thereof prior to the Closing Date; (c) Any of the Contributor's or any Affiliate's right, title and interest in and to (i) the names and logos set forth on Schedule 2.2(c) and any other statutory names, trade names or trademarks, indications or descriptions of which such names or any name similar thereto forms a part and (ii) any other trade names, trademarks, trademark registrations or trademark applications, copyrights, copyright applications or copyright registrations or any derivative thereof or design used in connection therewith that are not used principally in the normal operation and conduct of and are not uniquely applicable to the Contributed Business; (d) All claims and rights against third parties (including, without limitation, insurance carriers, indemnitors, suppliers and service providers), to the extent they do not relate to the Assumed Liabilities; (e) Claims for refunds of Taxes for time periods ending on or before the Closing Date, which Taxes remain the liability of Contributor under this Agreement; (f) Subject to the Master Intellectual Property Agreement, any and all of the Intellectual Property and Trademarks of the Contributor or any Affiliate thereof to the extent not used principally in the normal operation and conduct of or to the extent not applicable to the Contributed Business; (g) All items sold in the ordinary course of business prior to the Closing Date, none of which individually or in the aggregate are material to the normal operation and conduct of the Contributed Business; and (h) The tangible assets, intangible assets, real properties, contracts and rights, described in Schedule 2.2(h).

Excluded Assets. The following assets relating to the business of operating, publishing and distributing the Publications shall be retained by Sellers and shall not be sold, assigned, conveyed, transferred or delivered to Buyer (the “Excluded Assets”): (a) Claims by Sellers with respect to the Excluded Assets and liabilities not assumed by Buyer, including without limitation all refunds and claims for Tax refunds (except for prepaid Taxes acquired by Buyer pursuant to Section 1.1(l) above) and counterclaims with respect to obligations and liabilities not being assumed by Buyer hereunder; (b) All contracts of insurance, Tax records and Tax Returns; (c) All Employee Benefit Programs (as defined in Section 3.13(g)); (d) The right to use the “▇▇▇▇▇▇” and “▇▇▇▇▇▇ Publishing” names and, except for the agreements described in Schedule 3.9, the right to participate in any plan, procedure or right that was made available to the Publications by or through ▇▇▇▇▇▇ Communications, or any of its Affiliates (as defined below), including but not limited to any Employee Benefit Program (as defined in Section 3.13(g)); (e) All claims, refunds, causes of action, choses in action, rights of recovery, rights of set off and rights of recoupment of Sellers related to the businesses of the Publications on or prior to the Closing, exclusive of the rights granted in Section 1.1(g) ; (i) the franchise to be a limited liability company or corporation; (ii) the organizational documents (including articles or certificate of formation or bylaws (as applicable)); (iii) the minute books; (iv) the stock and/or membership interest ledgers and all stock and/or membership certificates; (v) the qualifications to transact business as a foreign entity; (vi) the arrangements with registered agents relating to foreign qualifications, taxpayer and other identification numbers; (vii) other records or similar documents relating to the organization, maintenance and existence of Sellers as limited liability companies and/or corporations; and (vii) any other corporate records relating to the limited liability company and/or corporate organization or capitalization (as applicable) of Sellers; (g) All items that are located at the headquarters offices of ▇▇▇▇▇▇ Communications or otherwise not located at the Real Property (as defined in Section 3.10) included in the Acquired Assets except for the data relating to the Publications described in Section 1.1(h) stored on Sellers’ server at the headquarters offices, copies of w...