Excluded Assets & Name License Sample Clauses
The 'Excluded Assets & Name License' clause defines which assets are not included in the scope of a transaction and sets out the terms under which the buyer may use the seller's name or related intellectual property. Typically, this clause lists specific assets—such as certain trademarks, domain names, or proprietary technology—that remain with the seller, and outlines any limited rights granted to the buyer to use the seller's name for transitional or branding purposes. Its core function is to clearly delineate ownership boundaries and prevent disputes over asset transfer and brand usage after the transaction closes.
Excluded Assets & Name License. Notwithstanding anything in this Agreement to the contrary, the following assets are not being sold pursuant to this Agreement: (i) all cash and cash equivalents, wherever located and in whatever form (unless “▇▇▇▇▇ cash” is noted on the Closing Memorandum or Closing Statement); (ii) promissory notes and other evidences of indebtedness; (iii) all insurance policies; (iv) accounts receivable; (v) any claims or causes of action of Seller against third parties; (vi) tax credits and claims for tax refunds; (vii) securities, voting or otherwise in any entity; (viii) any rights in connection with and any assets of any employee benefit plan of Seller; (ix) the minute books and capital stock records of Seller, (x) all employment contracts, relating to any employees of Seller or Seller’s operations, (xi) any contract to which Seller is a party that is not an Assigned Contract, and (xii) any vehicle or parts that are not included in the purchased Assets; (collectively, the “Excluded Assets”). Seller shall remove all vehicles that are Excluded Assets from the Premises within ten (10) days following the Closing.
Excluded Assets & Name License. Notwithstanding anything in this Agreement to the contrary, the following assets are not being sold pursuant to this Agreement: (i) all cash and cash equivalents, wherever located and in whatever form (unless “▇▇▇▇▇ cash” is noted on the Closing Memorandum); (ii) promissory notes and other evidences of indebtedness; (iii) all insurance policies; (iv) accounts receivable; (v) any claims or causes of action of Seller against third parties; (vi) tax credits and claims for tax refunds; (vii) securities, voting or otherwise in any entity; (viii) any rights in connection with and any assets of any employee benefit plan of Seller; (ix) the minute books and capital stock records of Seller, (x) all employment contracts, union contracts or collective bargaining agreements relating to any employees of Seller or Seller’s operations, (xi) any contract to which Seller is a party that is not an Assigned Contract, and (xii) any vehicle that is not included in the purchased Assets; (collectively, the “Excluded Assets”).
Excluded Assets & Name License. Notwithstanding anything in this Agreement to the contrary, the following assets are not being sold pursuant to this Agreement (“Excluded Assets”): (i) all cash and cash equivalents, wherever located and in whatever form (unless “▇▇▇▇▇ cash” is noted on the Closing Memorandum); (ii) promissory notes and other evidences of indebtedness; (iii) all insurance policies; (iv) accounts receivable of all types, including unreimbursed holdbacks for sold vehicles, unpaid carryover allowances incurred by Seller, unreimbursed factory incentives for sold vehicles by Seller, factory bonuses and reimbursements received or to be received by for vehicles sold by Seller, warranty claims, dealership related reserves including the finance reserves, rebates for previously sold inventory and amounts due from finance companies, and all loan funds received by any Seller pursuant to the Paycheck Protection Program, established by Section 1102 of the Coronavirus Aid, Relief, and Economic Security Act; (v) any contracts of insurance or related prepaid assets in respect of Seller’s Dealership to the extent not paid for by Buyer hereunder; (vi) the general books of account and books of original entry that comprise Seller’s permanent accounting and tax records, Seller’s corporate books and records including its stock ledger and minute books; (vii) any claims or causes of action of Seller against third parties; (viii) tax credits and claims for tax refunds arising prior to the Closing Date; (ix) securities, voting or otherwise, held by Seller in any entity that is unrelated to the business operations or financial condition of the Dealership; (x) any vehicles owned by Seller that Buyer is not purchasing from Seller hereunder; (xi) all intangible assets used solely by Respect Affiliates, including patents, patent applications, patent disclosures and improvements, trademarks, trade, service marks, trade dress, and logos, copyrights and registrations and applications for registration thereof, computer software, data and documentation, trade secrets, social media, directory assistance, reputation management and e-commerce sites and accounts, including E-Bay, Facebook, Instagram, Twitter, yelp!, Dealer Rater, Edmunds and Google programs utilized by multiple dealerships (the “Respect Affiliate Intangibles”); provided that all Shared Intellectual Property shall be addressed as set forth in subsection (g); (xii) subject to any escrow established by the Parties at the Closing with respect to the ...
Excluded Assets & Name License. Notwithstanding anything in this Agreement to the contrary, the following assets are not being sold pursuant to this Agreement (“Excluded Assets”): (i) all cash and cash equivalents, wherever located and in whatever form (unless “▇▇▇▇▇ cash” is noted on the Closing Memorandum); (ii) promissory notes and other evidences of indebtedness; (iii) all insurance policies; (iv) accounts receivable; (v) any claims or causes of action of Seller against third parties; (vi) tax credits and claims for tax refunds; (vii) securities, voting or otherwise in any entity; (viii) any rights in connection with and any assets of any employee benefit plan of Seller; and (ix) trade names, service marks, trade dress and logos incorporating the name “Peacock”; provided, however, that Seller hereby grants Buyer the irrevocable and approval-free right and license to continue to use the “Peacock” name in trade names for the Dealership as Seller has in the past for five (5) years after the Closing Date.