Excluded Assets of the Business. (a) Notwithstanding any provision in this Agreement to the contrary, Purchaser is not purchasing from any of the Asset Selling Entities any of the following (collectively, the “Excluded Assets”), and shall acquire no right to or interest in any Excluded Assets under this Agreement or as a result of the transactions contemplated hereby:
Excluded Assets of the Business. Notwithstanding any provision in this Agreement, the Seller Corporations shall retain, with respect to the Business, any Conveyed Subsidiary (or a Subsidiary of a Conveyed Subsidiary) or any Asset Selling Corporation, the following (the "Excluded Assets"):
Excluded Assets of the Business. Notwithstanding any provision in this Agreement, Seller shall retain, with respect to the Business, the following (the “Excluded Assets”):
Excluded Assets of the Business. (a) Notwithstanding any provision in this Agreement to the contrary, OpCo shall not acquire from Alibaba or any of its Subsidiaries at the Closing any assets of the Business or of Alibaba or any of its Subsidiaries other than the Transferred Equity Interests (the “Excluded Assets”).
Excluded Assets of the Business. (a) Notwithstanding any provision in this Agreement, it is hereby acknowledged and agreed that Buyer and the Buyer Corporations shall not purchase, acquire or accept, and Ashland and/or the Asset Selling Corporations, as the case may be, shall retain, with respect to the Business, all of the following rights and assets of any kind (all such rights and assets, the “Excluded Assets”):
Excluded Assets of the Business. Notwithstanding any provision in this Agreement to the contrary, the following assets of Huttig (the “Excluded Assets”) are not part of the sale and purchase contemplated hereunder, are excluded from the Purchased Assets and shall remain the property of Huttig after the Closing:
Excluded Assets of the Business. Notwithstanding any provision in this Agreement, Parent shall retain all assets, other than the Conveyed Assets, the Shares and the assets of the Company except to the extent expressly set forth below, including, without limitation, the following assets and properties of the Business (the “Excluded Assets”):
Excluded Assets of the Business. Other than the Conveyed Assets, Seller acknowledges and agrees that Buyer is not purchasing or acquiring, and Seller is not selling, transferring, conveying, assigning or delivering, any other Assets of Seller, and all such other Assets shall be excluded from the Conveyed Assets and will remain the Assets of Seller after the Closing (the “Excluded Assets”). Excluded Assets include, without limitation, the following Assets:
Excluded Assets of the Business. Notwithstanding any provision in this Agreement, the Conveyed Assets shall not include the following (the “Excluded Assets”):
Excluded Assets of the Business. (a) Notwithstanding any ----------------------------------- provision in this Agreement, Purchaser is not purchasing any of the following (the "Excluded Assets"): ---------------- (i) Cash Equivalents (except to the extent that Cash Equivalents are not transferred pursuant to Section 2.4(b) or 7.21 and are reflected in the calculation of the Working Capital of the Business pursuant to Section 2.8); (ii) All Intercompany Receivables, other than amounts due and owing among the Conveyed Companies and the Asset Selling Corporations in respect of the Business; (iii) With respect to the Asset Selling Corporations, all Tax losses and Tax loss carry forwards and rights to receive refunds, credits and credit carry forwards with respect to any and all Taxes, to the extent attributable to a taxable period (or portion thereof) ending on or prior to the Closing Date, including interest thereon, whether or not the foregoing is derived from the Business; (iv) the corporate books and records of the Asset Selling Corporations; (v) all current and prior insurance policies (other than as referred to in Sections 2.2(p) and 7.15 of this Agreement) and all rights of any nature with respect thereto, including all insurance recoveries other than as provided in Section 7.15; (vi) except as expressly set forth herein, all assets of any Plan or Foreign Plan; (vii) the "Pfizer" and "Xxxxxx Xxxxxxx" names and logos; (viii) all legal and beneficial interest in the share capital, equity interest or assets not related primarily to the Business; and (ix) any legal or beneficial interest in the assets listed on Schedule -------- 2.4(a)(ix), notwithstanding the fact that such assets are related primarily to ----- the Business. (b) Pfizer may take (or cause one or more of its Affiliates to take) such action as is necessary or advisable to transfer effective as of the Closing Date the Excluded Assets from the Conveyed Companies and each of the Asset Selling Corporations to Pfizer or one or more of its Affiliates for such consideration or for no consideration, as may be determined by the Seller Corporations in their sole discretion. After the Closing Date, Purchaser shall take all actions (or shall cause its Affiliates to take all actions) reasonably requested by the Seller Corporations to effect the provisions of this Section 2.4, including the return of any Excluded Assets. Any action taken pursuant to this Section 2.4(b) after the Closing Date shall be deemed for the purposes of Section 2.8...
