Excluded Assets Defined Sample Clauses
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Excluded Assets Defined. “Excluded Assets” means, under and subject to the terms herein, all assets in or to which any Seller has any right, title or interest that are not described in Section 1.1(a) or are otherwise excluded from the Acquired Assets by any other term herein. The Excluded Assets include each item listed below in this Section 1.1(b) (and all right title and interest of any Seller, or any Affiliate of any Seller, in or to any such item listed below):
Excluded Assets Defined. As used in this Agreement, "Excluded Assets" ----------------------- means (i) all capital stock, options and other securities of Seller and its Subsidiaries, (ii) all rights, interests and claims of Seller under this Agreement, the Seller Ancillary Agreements (as defined in Section 5.2(a)) and any other agreements between Seller or any of its Affiliates and Buyer or any of its Affiliates, (iii) all corporate minutes and stock books of account of Seller and its Subsidiaries, blank stock certificates, qualifications to conduct business as a foreign corporation, arrangements with registered agents relating to foreign qualifications, taxpayer and other identification numbers, seals and other documents relating to the organization, maintenance and existence of Seller and its Subsidiaries as corporations, (iv) all bank accounts of Seller and its Subsidiaries, (v) all cash and cash equivalents of Seller and its Subsidiaries (other than the Seller Receivables, ----- ---- which are Assets, and the cash to be delivered by Seller to Buyer pursuant to --- Section 7.14(a)), certificates of deposit, bonds, debentures and shares of stock or other equity interests in any Person, (vi) all contracts, agreements, arrangements, commitments and undertakings to which Seller or any of its Subsidiaries is a party or is bound or to which its assets are subject that are not Assigned Agreements, and all rights, interests and claims thereunder and any customer deposits, advances and credits related thereto, (vii) all assets or rights that relate to the employee benefit plans of Seller and its Subsidiaries, (viii) all books and records relating to the employees of Seller and its Subsidiaries, and (ix) all nontransferable Governmental Permits.
Excluded Assets Defined. “Excluded Assets” means:
Excluded Assets Defined. As used in this Agreement, the term “Excluded Assets” means all assets of Seller that are not expressly stated herein to be Purchased Assets, including those assets related to or otherwise necessary for the conduct of the Business by Seller as of the date of this Agreement that are listed on Schedule 2.3 to the Seller Disclosure Letter and which shall be licensed by Seller to Parent and Buyer pursuant to the Software Distribution and License Agreements (the “Licensed Excluded Assets”). Subject to this Section 2.3, all Excluded Assets will be retained by Seller or its licensors and will not be sold, assigned, transferred or conveyed to Buyer.
Excluded Assets Defined. “Excluded Assets” means each asset of the Seller that is not an Acquired Asset.