Excluded Assets Sample Clauses
Excluded Assets. The assets listed below shall be retained by Sellers and shall not be transferred to or assumed by either Buyer (the “Excluded Assets”):
(a) any cash, bank deposits, cash equivalents or similar cash items held by members of the Seller Group, including cash and bank deposits held by the Subsidiaries supporting any letters of credit;
(b) the membership interests and any other Equity Securities in Quail Nuclear Specialty Services, LLC, a Texas limited liability company, and Cinco Pipe & Supply, LLC, a Delaware limited liability company;
(c) all of Sellers’ claims for refunds of Taxes set forth on Schedule 2.2(c);
(d) any books and records of Sellers, but not of the Subsidiaries, provided that Sellers shall provide Buyers with copies of such retained books and records of Sellers that relate to the Business, the Subsidiaries, the Purchased Assets or the Assumed Liabilities;
(e) the assets, if any, of Sellers’ set forth in Schedule 2.2(e);
(f) all (i) agreements and correspondence between Sellers and Xxxxxxx relating to the transactions contemplated by this Agreement, (ii) lists of prospective purchasers for such transactions compiled by or for the benefit of Sellers, (iii) bids submitted by other prospective purchasers of the Purchased Assets, (iv) analyses by or for the benefit of Sellers of any bids submitted by any prospective purchaser, (v) correspondence between Sellers or Xxxxxxx or any of their respective representatives and any prospective purchasers other than Buyers, and (vi) correspondence between Sellers or Xxxxxxx or any of their respective representatives with respect to any of the bids, the prospective purchasers, the engagement or activities of Xxxxxxx; and
(g) all rights of Sellers pursuant to this Agreement and any other Ancillary Agreement to which either one of them is a party.
Excluded Assets. Notwithstanding anything to the contrary contained in this Agreement, immediately prior to the Closing, the Company shall assign to Sellers (or their designee) and Sellers (or their designee) shall obtain the right, title and interest in and to each and all of the following assets of the Company (the “Excluded Assets”):
(a) the Excluded Contracts;
(b) any rights, claims and credits (including all guarantees, indemnities, warranties and similar rights) in favor of the Company to the extent relating to (i) any excluded assets set forth in this Section 1.2, (ii) any Excluded Liability or (iii) the operation of the Business prior to the Closing Date, in the case of clause (iii), other than those that are specifically Purchased Assets under Section 1.1;
(c) the Markers listed on Section 1.2(c) of the Company Disclosure Letter;
(d) except for the Tray Ledger and the Markers (other than those Markers listed on Section 1.2(c) of the Company Disclosure Letter) (all of which are part of the Purchased Assets but shall be purchased in accordance with Section 4.2 hereof), and except for the Front Money which shall be treated as set forth in Section 9.11(d) hereof, all chips or tokens of other casinos, cash, cash equivalents, bank deposits or similar cash items of Sellers, the Company or Sellers’ Affiliates held at the Casino as of the Closing to the extent not reflected in the Final Closing Net Working Capital;
(e) all refunds or rebates of Taxes to which Sellers are entitled under Section 12.9(g);
(f) all of the human resources and other employee-related files and records, other than such files and records relating exclusively to the Transferred Employees (which files and records Sellers may retain an archival copy of, to the extent permitted by Law);
(g) the Excluded Personal Property;
(h) the Excluded Software;
(i) all indebtedness, accounts payable, or other obligations owed to the Company by any Seller or any of their Affiliates;
(j) without limitation to Buyer’s rights pursuant to Sections 1.1(k) and 1.1(t), the Customer Database;
(k) all data, files and other materials located on any storage device (including personal computers and servers) located at the Real Property (other than the books and records described in Section 1.1(j) hereof);
(l) without limitation to Buyer’s rights pursuant to Sections 1.1(k) and 1.1(t), the Total Rewards Program and any other player loyalty or rewards program of Sellers or their Affiliates and all customer related data;
(m) any as...
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. 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. The Business Assets shall not include any of the following assets owned by Trimble or any of its controlled Affiliates (such assets, collectively, the “Excluded Assets”):
(i) the equity interests of (A) each Subsidiary of Trimble (or any other entity) other than the Company and the Transferred Subsidiaries and (B) the entities set forth on Schedule 2.2(b)(i);
(ii) all Cash of the Business (except as the same are held by the Company or any of its Subsidiaries at the Closing);
(iii) all accounts receivable of the Business as of the Closing other than accounts receivable of the Transferred Subsidiaries specified on Schedule 2.2(a)(iv) as of the Closing;
(iv) all inventory, finished goods, raw materials, work in progress, packaging, supplies, parts and other inventories not owned by the Transferred Subsidiaries specified on Schedule 2.2(a)(iv) as of the Closing;
(v) all data including Personal Data, files, documents, and records in any form or media (whether print, digital or electronic) of Trimble and its controlled Affiliates, other than the Transferred Data;
(vi) all Intellectual Property Rights owned by Trimble and its controlled Affiliates, other than the Transferred IP, including (x) Marks to the extent containing confusingly similar to the name “Trimble”, and (y) any such Intellectual Property Rights to the extent related to (A) Excluded Core Positioning Technology or (B) Correction Services;
(vii) the following Contracts (collectively, the “Excluded Contracts”): (A) the Contracts set forth on Schedule 2.2(b)(vii) hereto; (B) all Business Inbound Licenses that are Patent cross-licenses set forth on Schedule 2.2(b)(vii) hereto; and (C) all settlement agreements to the extent relating to claims directed at products and services that are not in the Business;
(viii) all personnel, employee compensation, medical and benefits and labor relations records relating to the Business Employees who are not Transferred Employees; provided, however, that copies (or, where required by applicable Law, originals) of any such records relating to any Transferred Employee will be delivered to the Company unless disclosure of such records would be prohibited by applicable data privacy or data protection Laws or if the written consent of the employee is otherwise required, then subject to such consent; provided, further, however, that where Trimble has delivered originals of such records, the Company or a Company Employer will deliver copies of such records to Trimble upon Xx...
Excluded Assets. The Parties expressly understand and agree that the following assets and properties of Seller and the Retained Subsidiaries (the “Excluded Assets”) shall be excluded from the Purchased Assets:
(a) all cash and cash equivalents on hand and in banks (except as otherwise included in the calculation of Final Closing Net Working Capital);
(b) all bank accounts;
(c) all of Seller’s Intellectual Property Rights not primarily used or held for use in the conduct of the Business, or the X. X. Xxxxx Trademarks, or as otherwise set forth in Schedule 2.03(c) (the “Excluded Intellectual Property Rights”);
(d) all Business Records prepared in connection with this Agreement or the transactions contemplated hereby, all minute books, corporate records (such as stock registers) and Organizational Documents of Seller and the Retained Subsidiaries, Tax Returns, other Tax work papers, and all other Business Records not primarily related to the Business;
(e) except for any Contract which constitutes a Purchased Contract, all assets, Contracts, rights, interests, properties used or held for use in the conduct of any Retained Business;
(f) all rights of Seller or any of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated thereby;
(g) all assets sold or otherwise disposed of in compliance with the terms of this Agreement during the period from the date hereof until the Closing Date;
(h) all real property other than the Owned Real Property and all rights under leases or subleases of real property other than the Leased Real Property;
(i) all tangible personal property and interests therein, including machinery, equipment, furniture, office equipment, communications equipment, vehicles, storage tanks, spare and replacement parts, fuel and other tangible property (including all interests in personal property underlying capital leases) not located at the Real Property or otherwise not used or held for use primarily in the conduct of the Business;
(j) all assets of or under any Employee Plan, other than as expressly set forth in Section 7.02;
(k) all insurance policies and all rights, claims, credits or causes of action thereunder other than those rights established pursuant to Section 5.22 under the Products Liability Policies;
(l) all assets with respect to Income Taxes;
(m) all assets with respect to Non-Income Taxes except to the extent included in the calculation of Final Closing Net Working Capital;
(n) all Trade Intercompany Accounts ...
Excluded Assets. Notwithstanding any other provision of this Agreement, the Purchased Assets shall not include, and the Pfizer Parties and their Affiliates shall retain and shall not contribute, transfer, convey, assign or deliver to NewCo any of the following (collectively, the “Excluded Assets”):
(a) any assets of the Pfizer Parties that are not included within the definition of Purchased Assets;
(b) any Contracts or intercompany payables or receivables between and among Pfizer and its Subsidiaries;
(c) any cash, checks, money orders, marketable securities, short-term instruments and other cash equivalents, funds in time and demand deposits or similar accounts, and any evidence of indebtedness issued or guaranteed by any Governmental Authority;
(d) any Intellectual Property Rights (including retained rights under the Intellectual Property Rights owned by the Pfizer Parties and licensed to NewCo under the Patent and Know-How License Agreement) other than the Pfizer Assigned IP Rights;
(e) any Pfizer Benefit Plan and any assets related thereto;
(f) all Tax losses and credits, Tax loss and credit carry forwards and other Tax attributes, all deposits or advance payments with respect to Taxes, and any claims, rights, and interest in and to any refund, credit or reduction of Taxes, in each case relating to Excluded Taxes (regardless of when received);
(g) all rights, claims or causes of action of a Pfizer Party against Third Parties to the extent relating to any Excluded Asset or any Excluded Liability;
(h) Non-Assignable Assets, subject to Section 2.5;
(i) the assets, Contracts, equipment or other property listed on Schedule 2.2(i); and
(j) all income Tax Returns and records and other Tax Returns to the extent not exclusively related to the Purchased Programs or Purchased Assets. For the purposes of Section 2.1 and Section 2.2, the terms Purchased Assets and Excluded Assets, as applicable, shall not include any Tax assets.
Excluded Assets. The Assets shall not include, and there is excepted, reserved and excluded from the sale and assignment contemplated hereby, the following (the “Excluded Assets”):
(a) all corporate, financial, tax and legal records of Assignor that relate to Assignor’s business generally (including the ownership and operation of the Assets) or that relate to the other Excluded Assets, together with a duplicate copy (electronic or otherwise) of all of the Files;
(b) any trade credits, accounts receivable, proceeds or revenues attributable to the Assets and accruing prior to the Effective Time;
(c) all Hydrocarbons produced from or attributable to the Properties with respect to any periods of time prior to the Effective Time that are not in storage prior to sale and that are upstream of the sales metering point as of the date hereof, and all proceeds attributable thereto;
(d) all refunds of costs, taxes or expenses attributable to any periods of time prior to the Effective Time;
(e) all proceeds from the settlements of Contract disputes with purchasers of Hydrocarbons from or attributable to the Properties, including settlement of take-or-pay disputes, insofar as said proceeds are attributable to any periods of time prior to the Effective Time;
(f) all bonds, letters of credit and guarantees, if any, posted by Assignor or its Affiliates with Governmental Authorities and relating to the Assets;
(g) all rights, titles, claims and interests of Assignor or its Affiliates under any insurance policy or agreement, to any insurance proceeds or to or under any bond or bond proceeds;
(h) all rights and claims relating to the Assets and attributable to periods of time prior to the Effective Time, including audit rights;
(i) all privileged attorney-client (i) communications and (ii) other documents (other than title opinions);
(j) all materials and information that cannot be disclosed to Assignee as a result of confidentiality obligations to third parties;
(k) all amounts paid by third parties to Assignor or its Affiliates as overhead for periods of time accruing prior to the date hereof under any joint operating agreements burdening the Assets; and
(l) any matter required to be excluded pursuant to the provisions of Section 2.1(h) of this Assignment.
Excluded Assets. Except as expressly set forth otherwise in this Agreement, the parties agree and acknowledge that by virtue of this Agreement neither Seller nor any Subsidiary sells or shall sell (verkaufen) to Buyer, and Buyer does not purchase and shall not purchase (kauft), any assets or rights other than the Purchased Assets (collectively, the “Excluded Assets”). The Parties agree and acknowledge that the Excluded Assets include, but are not limited to, the assets and rights described in paragraphs (i) through (x) below:
(i) any of Seller’s or the Subsidiaries’ cash, cash equivalents, bank deposits or similar cash items;
(ii) any Proprietary Information of Seller or Seller’s Affiliates other than the Purchased Intellectual Property;
(iii) any (x) personnel records pertaining to any Transferred Employees except for German Transferred Employees and Austrian Transferred Employees, (y) other books and records that Seller or any Affiliate of Seller is required by Law to retain, provided, however, that Buyer shall have the right, to the extent permitted by Law, to make copies of any portions of such retained confidential personnel records and other books and records that relate to the Wireline Communications Business in accordance with Section 9.1, and (z) any information management system of Seller or any Affiliate of Seller;
(iv) any claim, right or interest of Seller or any Affiliate of Seller in or to any refund, rebate, abatement or other recovery for Taxes, together with any interest due thereon or penalty rebate arising therefrom, related to any Pre-Closing Tax Period;
(v) subject to Section 9.3(a)(vi), any rights to, or the use of, the “Infineon”, “Infineon Technologies”, “Infineon Technologies AG” or “IFX” trademarks;
(vi) the accounts receivable (Forderungen aus Lieferungen und Leistungen) which are referred to in Section 2.1(d)(i);
(vii) any insurance policies or rights of proceeds thereof other than those pursuant to Section 2.2(a)(iv);
(viii) to the extent not already excluded by virtue of Section 2.2(b)(vi), any of Seller’s or any of Seller’s Affiliates’ rights, claims or causes of action against Third Parties relating to the assets, properties or operations of the Wireline Communications Business arising out of transactions, measures, actions, omissions or other causes occurring prior to, and including, the Closing Date (other than those with respect to (x) warranty matters for which Purchaser becomes liable pursuant to Section 2.3(a)(ii), (y) counterclaims t...
Excluded Assets. Notwithstanding anything to the contrary contained herein, Buyer expressly understands and agrees that the following assets and properties of the Sellers (the “Excluded Assets”) shall be retained by the Sellers, and shall be excluded from the Purchased Assets:
(a) Except as specifically set forth in Section 5.7, any and all assets related to the Benefit Plans;
(b) Any and all loans and advances, if any, by the Sellers to any of their Affiliates or otherwise to the Business;
(c) Any and all Intellectual Property, other than the Business Intellectual Property;
(d) Any and all Contracts, other than the Specified Business Contracts and the leases relating to the Transferred Leased Property;
(e) Except as expressly included in clause (b) of Section 2.4, any and all owned and leased real property and other interests in real property;
(f) Any and all refunds of or credits against Excluded Business Taxes to which Sellers are entitled pursuant to Section 6.4;
(g) Tax Returns and other books and records related to Taxes paid or payable by Sellers or any of their respective Affiliates that are not Purchased Assets pursuant to Section 2.4(i);
(h) Any and all Cash Amounts (other than any Cash Amounts of the Purchased Companies and their Subsidiaries as of immediately prior to the Closing);
(i) Except as set forth in Section 5.10, any and all insurance policies and binders and interests in insurance pools and programs and self-insurance arrangements whether or not related to the Business, for all periods before, through and after the Closing, including any and all refunds and credits due or to become due thereunder and any and all claims, rights to make claims and rights to proceeds on any such insurance policies for all periods before, through and after the Closing;
(j) the Real Property located at 0000 Xxxxxxx Xxxxxx xx Xxxxxxxxxxxx, Xxxxxxx (the “Jacksonville Site”) and any Contract relating to the cleanup of the Jacksonville Site;
(k) The assets included in the Specified Assets and Liabilities; and
(l) The assets listed in Section 2.5(l) of the Seller Disclosure Schedules or Section 3.8(b) of the Seller Disclosure Schedules.