Common use of Excluded Assets Clause in Contracts

Excluded Assets. Notwithstanding anything to the contrary in this Agreement, Seller shall not sell, transfer or assign, and Buyer shall not purchase or otherwise acquire, the following assets of Seller (such assets being collectively referred to hereinafter as the “Excluded Assets”):

Excluded Assets. Notwithstanding anything to the contrary in this Agreement, Seller shall retain and not sell, transfer or assigntransfer, and Buyer shall not purchase or otherwise acquire, the following assets of Seller (such assets being collectively referred to hereinafter as collectively, the “"Excluded Assets”"):

Excluded Assets. Notwithstanding anything to the contrary in this Agreement, Seller shall not sell, transfer or assign, and Buyer shall not purchase or otherwise acquire, the following assets of Seller (such assets being collectively referred to hereinafter as the “"Excluded Assets”"):

Excluded Assets. Notwithstanding anything to the contrary in this Agreement, Seller shall retain and not sell, transfer or assigntransfer, and Buyer Purchaser shall not purchase or otherwise acquire, any of the following assets assets, properties or rights of Seller or its Subsidiaries (such assets being collectively referred to hereinafter as collectively, the “Excluded Assets”):

Excluded Assets. Notwithstanding anything to Under the contrary in terms of this Agreement, Seller shall not sell, transfer or assign, and Buyer shall Purchaser will not purchase or otherwise acquire, from Seller and Seller will retain the following assets of Seller not constituting the Purchased Assets (such assets being collectively referred to hereinafter as collectively, the “Excluded Assets”):), to include without limitation:

Excluded Assets. Notwithstanding anything to the contrary else contained in this Agreement, Seller shall not sell, transfer Agreement or assign, and Buyer shall not purchase or otherwise acquirein any Other Transaction Document, the following assets of Seller shall not be included in the Assets and shall not be sold or acquired pursuant to this Agreement (such assets being collectively referred to hereinafter as collectively, the “Excluded Assets”):

Excluded Assets. Notwithstanding anything to (a) Without limiting the contrary in this Agreementgenerality of the foregoing, Seller (or an applicable Seller Company) shall retain and not sell, convey, transfer or assigndeliver to Buyer, and Buyer shall not purchase or otherwise acquirehave any rights in, the following assets of Seller and properties (such assets being collectively referred to hereinafter as collectively, the “Excluded Assets”):

Excluded Assets. Notwithstanding anything to It is hereby expressly acknowledged and agreed that the contrary in this AgreementPurchased Assets shall not include, and Seller shall not sell, transfer or assignassign to Buyer, and Buyer shall not purchase or otherwise acquireacquire from Seller, the following assets of Seller (such assets being collectively referred to hereinafter as the “"Excluded Assets”"):

Excluded Assets. Notwithstanding anything to the contrary in this Agreement, Seller shall not sell, convey, transfer or assignassign to Buyer, and Buyer shall not purchase or otherwise acquireacquire from Seller, any of the following assets of Seller (such assets being collectively referred to hereinafter as the “Excluded Assets”):), which shall remain the sole and exclusive property of Seller:

Excluded Assets. Notwithstanding anything any provision of this Agreement to the contrary in this Agreementcontrary, the Sale Assets shall not include, and Seller shall not selltransfer, transfer convey or assignassign to Buyer (but shall retain all of its right, title and Buyer shall not purchase or otherwise acquireinterest in and to), all of the following assets of owned or held by Seller (such assets being collectively referred to hereinafter as the “"Excluded Assets”"):

Excluded Assets. Notwithstanding anything contained herein to the contrary in this Agreementcontrary, Seller shall not sell, transfer assign, transfer, convey or assigndeliver to Buyer, and Buyer shall not purchase or otherwise acquire, from Seller the following assets assets, properties, interests and rights of Seller (such assets being collectively referred to hereinafter as the “"Excluded Assets”"):

Excluded Assets. Notwithstanding anything to the contrary in any other provision of this Agreement, Seller shall not sell, assign or transfer or assignto Buyer, and Buyer shall not purchase or otherwise acquirefrom Seller, any of the following assets of Seller (such assets being collectively referred to hereinafter as collectively, the “"Excluded Assets”"):

Excluded Assets. Notwithstanding anything to the contrary in this Agreementherein, Seller Sellers shall not sell, convey, assign, transfer or assigndeliver to Buyers, and Buyer Buyers shall not purchase purchase, acquire or otherwise acquireaccept from Sellers (and the Assets shall not include), any of the following assets of Seller assets, properties, rights, goodwill, going concern value and claims (such assets being collectively referred to hereinafter as collectively, the “Excluded Assets”):

Excluded Assets. Notwithstanding anything to the contrary in this Agreementforegoing, Seller shall will not sell, transfer transfer, convey, assign or assigndeliver to Buyer, and Buyer shall will not purchase or otherwise acquirefrom Seller, the following assets of Seller (such assets being collectively referred to hereinafter as the “Excluded Assets”):

Excluded Assets. Notwithstanding anything contained in Section 1.1 to the contrary in this Agreementcontrary, Seller shall not sell, sell and transfer or assignto Buyer, and Buyer shall not purchase or otherwise acquireacquire from Seller, at the Closing, any of Seller's assets other than the Acquired Assets, including the following properties and assets (collectively, the following assets of Seller (such assets being collectively referred to hereinafter as the “"Excluded Assets”"):

Excluded Assets. Notwithstanding anything to the contrary in this Agreementcontained herein, Seller shall not sell, convey, assign, transfer or assigndeliver to Purchaser, and Buyer Purchaser shall not purchase purchase, acquire or otherwise acquireaccept, any assets other than the Purchased Assets, including any of the following assets and properties of Seller (such assets being collectively referred to hereinafter as collectively, the “Excluded Assets”):

Excluded Assets. Notwithstanding anything to The Assets do not include (the contrary in this Agreement"Excluded --------------- Assets"), and Seller shall not sell, transfer or assignassign to Buyer, and Buyer shall not purchase acquire, or make any payments or otherwise acquire, the following assets discharge any liability or obligation of Seller (such assets being collectively referred to hereinafter as relating to, any of the “Excluded Assets”):following:

Excluded Assets. Notwithstanding anything to the contrary in this Agreementcontrary, including Section 1.1, Seller shall not sell, convey, assign or transfer or assignto Buyer pursuant to this Agreement, and Buyer Seller shall not purchase or otherwise acquireretain, all of its right, title and interest in, to and under the following assets of Seller (such assets being collectively referred to hereinafter as the Excluded Assets. “Excluded Assets”):” shall mean all assets, rights and interests of Seller and its Affiliates other than the Purchased Assets, including the following assets:

Excluded Assets. Notwithstanding anything to the contrary in this Agreement, Seller shall not sell, transfer or assign, and Buyer shall not purchase or otherwise acquire, any right, title or interest of Seller in any of the following assets of Seller (such assets being collectively referred to hereinafter as collectively, the “Excluded Assets”):

Excluded Assets. Notwithstanding anything to the contrary in any other provision of this Agreement, Seller shall not sell, transfer or assign, and Buyer shall not purchase or otherwise acquire, the following assets of Seller are excluded from the sale and shall not be sold, assigned, transferred, conveyed or delivered by Seller to Buyer, and Buyer shall not acquire any of Seller's right, title or interest therein (such assets being collectively referred to hereinafter as collectively, the “Excluded Assets”"EXCLUDED ASSETS"):

Excluded Assets. Notwithstanding anything to the contrary in this Agreement, Seller shall not sellbe deemed by this Agreement to have granted, transfer sold, assigned, transferred or assignencumbered, and Buyer shall not purchase be deemed by this Agreement to have purchased, acquired or otherwise acquirereceived, any assets of Seller other than the Assets. Without limiting the generality of the foregoing, the following assets of Seller (such assets being collectively referred to hereinafter as are expressly excluded from the “Excluded Assets”)::

Excluded Assets. Notwithstanding anything contained herein to the contrary in this Agreementcontrary, Seller shall not sell, transfer assign, transfer, convey or assigndeliver to Buyer, and Buyer shall not purchase or otherwise acquirefrom Seller, and the Acquired Assets shall not include, the following assets assets, properties, interests and rights of Seller and related books and records (such assets being collectively referred to hereinafter as the “Excluded Assets”):

Excluded Assets. Notwithstanding anything to All of Seller’s assets not included in the contrary in this Agreement, Seller Acquired Assets shall not sellbe sold or transferred to Buyer, transfer or assignbut shall be retained by Seller (collectively, and Buyer the “Excluded Assets”). Without limiting the generality of the foregoing sentence, the Excluded Assets shall not purchase or otherwise acquireinclude, without limitation, the following assets of Seller (such assets being collectively referred to hereinafter as the “Excluded Assets”):Seller:

Excluded Assets. Notwithstanding anything contained in Section 1(a) hereof to the contrary in contrary, Seller is not selling, assigning, transferring or conveying to Purchaser, and there shall be excluded from the transactions contemplated by this Agreement, Seller shall not sell, transfer or assign, and Buyer shall not purchase or otherwise acquire, the following assets of Seller assets, rights and properties (such assets being collectively referred to hereinafter as the “"Excluded Assets”"):

Excluded Assets. Notwithstanding anything in Section 1.1 to the contrary in this Agreementcontrary, Seller shall not sell, transfer transfer, assign or assigndeliver to Buyer, and Buyer shall not purchase or otherwise acquirepurchase, the following assets of Seller (such assets being collectively referred to hereinafter as collectively, the “"Excluded Assets”"):

Excluded Assets. Notwithstanding anything to the contrary in this Agreement, Seller shall retain and not sell, transfer or assignassign to Buyer, and Buyer shall not purchase or otherwise acquireacquire from Seller, any assets not described above as Purchased Assets, including, but not limited to the following assets of Seller (such assets being collectively referred to hereinafter as the “Excluded Assets”):

Excluded Assets. Notwithstanding anything to the contrary in this Agreement, Seller shall will retain and not sell, transfer or assigntransfer, and Buyer shall will not purchase or otherwise acquireacquire any assets of Seller, other than the Contributed Assets, (collectively, the "Excluded Assets"), including, the following assets of Seller (such assets being collectively referred which shall not be sold or transferred to hereinafter as the “Excluded Assets”):Buyer:

Excluded Assets. Notwithstanding anything contained herein to the contrary in contrary, the following rights and assets of Seller shall be excluded from the transactions contemplated by this Agreement, Seller shall not sell, transfer or assignbe transferred to Buyer, and Buyer shall not purchase or otherwise acquirebe retained by Seller (collectively, the following assets of Seller (such assets being collectively referred to hereinafter as the “"Excluded Assets”"):

Excluded Assets. Notwithstanding anything to the contrary in this Agreementforegoing, Seller shall not be obligated to sell, transfer or assign, and Buyer shall not be obligated to purchase or otherwise acquireacquire from Seller, the following any assets of Seller other than the Purchased Assets (such assets being collectively referred to hereinafter as collectively, the “Excluded Assets”):).

Excluded Assets. Notwithstanding anything to the contrary in this Agreement, Seller shall the Sellers do not sell, transfer transfer, convey, assign or assigndeliver to the Purchaser, and Buyer the Purchaser shall not purchase or otherwise acquire, and the Transferred Assets shall not include, any right, title and interest in or to any of the following properties, assets or intangibles of Seller the Sellers, all of which shall be retained by the Sellers or any of their Affiliates (such properties, assets and intangibles being collectively referred to hereinafter as the “Excluded Assets”):

Excluded Assets. Notwithstanding anything Section 2.1 or any other provision of this Agreement or any other Transaction Document to the contrary in this Agreement, Seller shall not sell, transfer or assign, and Buyer shall not purchase or otherwise acquirecontrary, the following assets of Seller (such assets being collectively referred to hereinafter as collectively, the “"Excluded Assets”):") are not being sold, transferred, assigned, conveyed or delivered by Seller to Buyer, shall not be included (or be deemed included) in the Acquired Assets sold, transferred, assigned, conveyed and delivered to Buyer, and shall be retained by Seller:

Excluded Assets. Notwithstanding anything in Section 1(a) above to the contrary in this Agreement, Seller shall not sell, transfer or assign, and Buyer shall not purchase or otherwise acquirecontrary, the following assets assets, rights, interests and other properties of the Seller (such assets being collectively referred to hereinafter as the “"Excluded Assets”):") shall not be sold, transferred, assigned, conveyed or delivered to Buyer:

Excluded Assets. Notwithstanding anything to For the contrary in purposes of this Agreement, the term "Purchased Assets" shall not include and Seller shall not sell, transfer sell or assignassign to Buyer, and Buyer shall not purchase or otherwise acquireaccept assignment from Seller of, any right, title or interest owned by Seller in any other assets (the following assets of Seller (such assets being collectively referred to hereinafter as the “"Excluded Assets”):").

Excluded Assets. Notwithstanding anything to the contrary in this Agreement, Seller the Sellers shall retain and shall not sell, transfer transfer, convey or assignassign to Buyers, and Buyer the Buyers shall not purchase or otherwise acquireacquire any of the following (collectively, the following assets of Seller (such assets being collectively referred to hereinafter as the “"Excluded Assets”"):

Excluded Assets. Notwithstanding anything to the contrary in any other provision of this Agreement, Seller shall may not sell, transfer transfer, assign, convey or assigndeliver to Buyer, and Buyer shall may not purchase or otherwise acquireaccept, the following assets of Seller (such assets being collectively referred to hereinafter as collectively, the “"Excluded Assets”"):

Excluded Assets. Notwithstanding anything in this Agreement to the contrary in this Agreementcontrary, the assets sold to Buyer hereunder shall not include (and Seller shall not sell, transfer or assign, and Buyer shall not purchase or otherwise acquire, the following assets of Seller (such assets being collectively referred to hereinafter as the “Excluded Assets”retain):

Excluded Assets. Notwithstanding anything to the contrary in this Agreement, Seller shall will retain and not sell, transfer transfer, convey, assign or assign, deliver to Buyer and Buyer shall will not purchase purchase, acquire or otherwise acquire, accept from Seller pursuant to this Agreement the following assets of Seller (such assets being collectively referred to hereinafter as the “Excluded Assets”):

Excluded Assets. Notwithstanding anything to the contrary in this Agreement, The Seller shall not sell, transfer or assign, and the Buyer shall not purchase or otherwise acquirepurchase, the following assets of the Seller (such assets being collectively referred to hereinafter as the “"Excluded Assets”"):

Excluded Assets. Notwithstanding anything in this Agreement to the contrary in this Agreementcontrary, the Acquired Assets shall not include, and the Seller shall not sell, convey, assign, transfer or assigndeliver, and Buyer shall not purchase or otherwise acquire, any of the following assets and properties of the Seller (such assets being collectively referred to hereinafter as the “"Excluded Assets”"):

Excluded Assets. Notwithstanding anything to the contrary in this Agreement, Seller shall not sell, transfer or assign, and Buyer shall not purchase or otherwise acquire, the following assets of Seller will be retained by Seller and are not being sold or assigned to Buyer hereunder, and none of the following assets shall be included within the definition of "Acquired Assets" for purposes of this Agreement (such assets being collectively all of the following are referred to hereinafter collectively as the “"Excluded Assets”"):

Excluded Assets. Notwithstanding anything to the contrary in this AgreementSection 2.1 hereof, Buyer and Seller expressly understand and agree that Seller shall not sell, convey, assign, transfer or assign, and deliver to Buyer shall not purchase or otherwise acquire, the following assets of Seller (such assets being collectively referred to hereinafter as collectively, the “"Excluded Assets”"):

Excluded Assets. Notwithstanding anything to the contrary in this Agreementset forth herein, Seller Sellers shall not sell, transfer or assign, and Buyer Purchaser shall not purchase or otherwise acquire, and the Transferred Assets shall not include, the following assets assets, properties and rights of Seller the Business (such assets being collectively referred to hereinafter as collectively, the “Excluded Assets”):

Excluded Assets. Notwithstanding anything to the contrary in this AgreementAgreement or any other Transaction Document, Seller shall is not sellselling, transfer transferring or assignassigning, and Buyer shall is not purchase acquiring, any property or otherwise acquireassets pursuant to this Agreement other than as expressly described in Section 1.1 (all such excluded property and assets, collectively, the "Excluded Assets"). Without limiting the generality of the foregoing, the following property and assets of Seller (such assets being collectively referred to hereinafter as the “constitute Excluded Assets”)::

Excluded Assets. (a) Notwithstanding anything to the contrary in any other provision of this Agreement, Seller shall hereby retains and will not sell, transfer transfer, convey, assign or assigndeliver to Purchaser, and Buyer shall not purchase any property or otherwise acquire, the following assets of Seller other than the Purchased Assets (such assets being collectively referred to hereinafter as collectively, the “Excluded Assets”):) and, notwithstanding anything in Section 1.1 to the contrary, each of the following shall not be Purchased Assets and shall be Excluded Assets for purposes of this Agreement:

Excluded Assets. Notwithstanding anything to the contrary in this Agreement, the Seller shall does not sell, transfer transfer, convey, assign or assigndeliver to the Purchaser, and Buyer the Purchaser shall not purchase or otherwise acquire, and the Purchased Assets shall not include, any right, title and interest in or to any of the following assets of the Seller, all of which shall be retained by the Seller (such assets being collectively referred to hereinafter as the “Excluded Assets”):

Excluded Assets. Notwithstanding anything to the contrary in this Agreement, Seller Sellers shall not sell, transfer or assign, and Buyer shall not purchase acquire any right, title or otherwise acquire, interest in or to the following assets of Seller (such assets being collectively referred to hereinafter as the “Excluded Assets”):

Excluded Assets. Notwithstanding anything to the contrary in this Agreement, It is expressly agreed that Seller shall not sell, transfer or assign, retain and Buyer shall not purchase or otherwise acquire, acquire the following assets of Seller (such assets being collectively referred to hereinafter as the “Excluded Assets”):

Excluded Assets. Notwithstanding anything to the contrary in this Agreement, Seller shall is not sell, transfer or assignselling, and Buyer is not purchasing and shall not purchase acquire any right, title or otherwise acquireinterest of Seller in or to, any assets of Seller other than the Assets. The assets of Seller relating to the Business which will not be transferred to Buyer shall include, without limitation, the following assets of Seller (such assets being collectively referred to hereinafter as the “Excluded Assets”):

Excluded Assets. Notwithstanding anything to the contrary in this Agreementherein, Seller Sellers shall not sell, convey, assign, transfer or assigndeliver to Buyers, and Buyer Buyers shall not purchase purchase, acquire or otherwise acquireaccept from Sellers (and the Assets shall not include), the following assets of Seller assets, properties and rights (such assets being collectively referred to hereinafter as collectively, the “Excluded Assets”):

Excluded Assets. Notwithstanding anything to the contrary set forth in this Agreement, Seller shall not sell, transfer or assign, and Buyer shall not purchase or otherwise acquire, and the Acquired Assets shall not include, the following assets assets, properties and rights of Seller (such assets being collectively referred to hereinafter as collectively, the “Excluded Assets”):

Excluded Assets. Notwithstanding anything to the contrary in this Agreement, Seller shall not sell, transfer or assign, and Buyer shall expressly understand and agree that Seller is not purchase or otherwise acquire, transferring to Buyer pursuant to this Agreement any of the following assets or rights of Seller (such assets being collectively referred to hereinafter as the “"Excluded Assets”):"), and that such Excluded Assets do not constitute Assets under Section 2.1 of this Agreement:

Excluded Assets. Notwithstanding anything to the contrary in this Agreement, Seller shall Buyer expressly understands and agrees that it is not sell, transfer purchasing or assignacquiring, and Buyer shall Seller is not purchase selling, transferring or otherwise acquireassigning, the following any other assets or properties of Seller other than the Assets, and all such other assets and properties shall be excluded from the Assets (such other assets being collectively referred to hereinafter as and properties, the “Excluded Assets”):). Without limitation of the foregoing, the Excluded Assets shall include the following assets and properties of Seller:

Excluded Assets. Notwithstanding anything to the contrary in this Agreement, Seller shall not sell, transfer or assign, and Buyer shall not purchase or otherwise acquire, the following assets of Seller shall be retained by Seller and are not being sold or assigned to Purchaser hereunder (such assets being collectively all of the following are referred to hereinafter collectively as the “"Excluded Assets”):"): (a) any and all rights under this Agreement and the consideration delivered to Seller hereunder;

Excluded Assets. Notwithstanding anything to the contrary in this Agreement, Seller shall not sell, transfer or assign, and Buyer shall not purchase or otherwise acquire, the following assets of Seller (such assets being collectively referred to hereinafter as collectively, the “Excluded Assets”):

Excluded Assets. Notwithstanding anything in this Agreement to the contrary in this Agreementcontrary, Seller shall not sell, transfer or assign, and Buyer Purchaser shall not purchase or otherwise acquire, the following assets assets, properties, interests and rights of Seller (such assets being collectively referred to hereinafter as the “"Excluded Assets”"):

Excluded Assets. Notwithstanding anything to the contrary else contained in this Agreement, Seller shall not sell, transfer Agreement or assign, and Buyer shall not purchase or otherwise acquirein any Other Transaction Document, the following assets of Seller shall not be included in the Assets and shall not be sold, transferred, conveyed, or acquired pursuant to this Agreement (such assets being collectively referred to hereinafter as collectively, the “Excluded Assets”):

Excluded Assets. Notwithstanding anything contained in this Agreement (including Section 1.1) to the contrary in this Agreementcontrary, Seller shall is not sellselling, transfer transferring, conveying or assigndelivering (or causing to be sold, transferred, conveyed or delivered), and Buyer shall is not purchase purchasing, any assets or otherwise acquire, the following assets properties of Seller or any of its Affiliates or any other Person, in each case other than the Purchased Assets (all such assets and properties other than the Purchased Assets being collectively referred to hereinafter herein as the “Excluded Assets”):). Without limiting the generality of the foregoing, the Excluded Assets include the assets and properties set forth on Exhibit B-2.

Excluded Assets. Notwithstanding anything to the contrary in this Agreementforegoing, Seller shall not sell, transfer assign, transfer, convey or assigndeliver, and Buyer shall not purchase or otherwise acquirepurchase, pursuant to this Agreement, and the term "Acquired Assets" shall not include, any of the following (collectively, the following assets of Seller (such assets being collectively referred to hereinafter as the “"Excluded Assets”"):

Excluded Assets. Notwithstanding anything to the contrary in any other provision of this Agreement, Seller Sellers shall not sell, assign or transfer or assignto Buyer, and Buyer shall not purchase or otherwise acquirefrom Sellers, any of the following assets of Seller (such assets being collectively referred to hereinafter as collectively, the “"Excluded Assets”):"): (a)

Excluded Assets. Notwithstanding anything Anything to the contrary in this AgreementAgreement notwithstanding, Seller the term “Assets” shall not sellinclude, and Seller will retain and not transfer or assignto Buyer, and Buyer shall will not purchase or otherwise acquire, the following assets of Seller Seller, regardless of the extent to which they are used in the Business (each and all such assets items being collectively herein referred to hereinafter as the “Excluded Assets”):

Excluded Assets. Notwithstanding anything any provision in this Agreement to the contrary in this Agreementcontrary, Seller shall not sell, transfer or assign, and Buyer shall not purchase purchaser or otherwise acquire, and the Purchased Assets shall not include the following assets of Seller (such assets being collectively referred to hereinafter as collectively, the “Excluded Assets”):

Excluded Assets. Notwithstanding anything to the contrary in this Agreementforegoing, Seller shall not sell, sell and transfer or assign, and to Buyer shall not purchase or otherwise acquire, the following assets of Seller (such assets being collectively referred to hereinafter as the “"Excluded Assets”"):

Excluded Assets. Notwithstanding anything Seller is not selling, and Purchaser is not purchasing, pursuant to the contrary in this AgreementAgreement or otherwise, and Seller shall not sellretain all right, transfer or assigntitle and interest in and to, and Buyer shall not purchase or otherwise acquire, the following all assets listed below (all of Seller (such which assets being collectively are hereinafter referred to hereinafter collectively as the “Excluded Assets”):

Excluded Assets. Notwithstanding anything to the contrary in this Agreementforegoing, Seller shall not sell, transfer or assigntransfer, and Buyer Purchaser shall not purchase or otherwise acquire, any of Seller's right, title and interest in any of the following assets of Seller (such assets being collectively referred to hereinafter as the “"Excluded Assets”"):

Excluded Assets. Notwithstanding anything to the contrary in any other provision of this Agreement, the Seller shall not sell, assign or transfer or assign, to the Purchaser and Buyer the Purchaser shall not purchase or otherwise acquire, from the Seller the following assets of the Seller (such assets being collectively referred to hereinafter as collectively, the “"Excluded Assets”"):

Excluded Assets. Notwithstanding anything contained herein to the contrary in this Agreementcontrary, Seller shall not sell, transfer assign, transfer, convey or assigndeliver to Buyer, and Buyer shall not purchase or otherwise acquirefrom Seller, and the Acquired Assets shall not include, the following assets assets, properties, interests and rights of Seller (such assets being collectively referred to hereinafter as the “Excluded Assets”):

Excluded Assets. Notwithstanding anything any provision herein to the contrary in this Agreementcontrary, Seller the Sellers shall not sell, convey, assign, transfer or assigndeliver to the Buyer Parties, and the Buyer Parties shall not purchase or otherwise acquirepurchase, and the Purchased Assets shall not include, the Sellers' right, title and interest to the following assets of Seller the Sellers (such assets being collectively referred to hereinafter as the “"Excluded Assets”"):

Excluded Assets. Notwithstanding anything to the contrary contained in this Agreement, Seller shall retain and not sell, transfer or assigntransfer, and Buyer shall not purchase or otherwise acquire, any assets (the following assets "Excluded Assets") of Seller (such assets being collectively referred that are not Acquired Assets, including but not limited to hereinafter as the “Excluded Assets”):following:

Excluded Assets. Notwithstanding anything any other provision of this Agreement to the contrary in this Agreementcontrary, Seller, the Seller shall Entities and their respective Affiliates will retain and not sell, transfer transfer, assign or assignconvey, and Buyer Purchaser shall not purchase or otherwise acquire, any of the following assets and properties of Seller and the Seller Entities, or any asset that is not a Purchased Asset (such assets being collectively referred to hereinafter as collectively, the “Excluded Assets”):

Excluded Assets. Notwithstanding anything any other provision of this Agreement to the contrary in this Agreementcontrary, Seller shall, and shall cause the other Seller Entities to, retain and not sell, transfer or assign, transfer, deliver or convey, and Buyer Purchaser shall not purchase purchase, acquire or otherwise acquireaccept, the following assets of Seller (such assets being collectively referred to hereinafter as the any Excluded Assets. The term “Excluded Assets”):” means, collectively, all of the following assets, properties and rights:

Excluded Assets. Notwithstanding anything in this Agreement to the contrary in this Agreementcontrary, Seller shall is not sellselling, transfer assigning, transferring or assign, and conveying to Buyer shall not purchase or otherwise acquire, any of the following assets of Seller (such assets being collectively or intangible property interests described in this Section 1.2, which were first referred to hereinafter hereinabove as the “Excluded Assets”)::

Excluded Assets. Notwithstanding anything to the contrary in this Agreement, Seller shall not sell, transfer transfer, convey, assign or assigndeliver, and Buyer shall not purchase purchase, accept or otherwise acquire, the following assets any right, title or interest in any assets, properties, rights or interests of Seller or any of Seller’s Affiliates other than the Acquired Assets (such assets being collectively referred to hereinafter as the “Excluded Assets”):), which include the following:

Excluded Assets. Notwithstanding anything to the contrary in this Agreementherein, Seller shall not contribute, sell, transfer transfer, or assignassign to Buyer, and Buyer shall not purchase or otherwise acquirereceive, any of Seller’s right, title and interest in, any assets other than the following assets of Seller Purchased Assets as set forth in Section 2.1(a) above on the Closing Date (such assets being collectively referred to hereinafter as collectively, the “Excluded Assets”):), including, without limitation, any of the following assets:

Excluded Assets. Notwithstanding anything to the contrary in this Agreement, the Seller shall does not sell, transfer transfer, convey, assign or assigndeliver to the Purchaser, and Buyer the Purchaser shall not purchase or otherwise acquire, and the Purchased Assets shall not include, any right, title and interest in or to any of the following assets of the Seller or its Subsidiaries, whether or not the following would otherwise be included within the Purchased Assets (such assets being collectively referred to hereinafter as the “Excluded Assets”):

Excluded Assets. Notwithstanding anything to the contrary in this Agreement, Seller Sellers shall not sell, transfer or assign, and Buyer Buyers shall not purchase or otherwise acquirepurchase, the following assets of Seller Sellers (such assets being collectively referred to hereinafter as the “"Excluded Assets”"):

Excluded Assets. Notwithstanding anything to the contrary in this Agreementforegoing, Seller Sellers shall not sell, sell and transfer or assign, and to Buyer shall not purchase or otherwise acquire, the following assets of Seller (such assets being collectively referred to hereinafter as the “"Excluded Assets”"):

Excluded Assets. Notwithstanding anything to the contrary in this Agreement, Seller shall not sell, transfer or assign, and Buyer shall not purchase or otherwise acquire, any of the following assets of Seller (such assets being collectively referred to hereinafter herein as the “Excluded Assets”):), which Excluded Assets are retained by Seller:

Excluded Assets. Notwithstanding anything to the contrary in this Agreementforegoing, Seller shall Sellers are not sell, transfer or assignselling, and Buyer shall Purchaser is not purchase purchasing pursuant to this Agreement or otherwise acquireotherwise, any of the following assets and properties of Seller Sellers (such all of which assets being collectively are hereinafter referred to hereinafter collectively as the “Excluded Assets”):), all of which shall be retained by Sellers and shall be excluded from the Acquired Assets:

Excluded Assets. 2.2.1 Notwithstanding anything to the contrary in this Agreement, Seller shall not sell, transfer or assign, and Buyer shall not purchase or otherwise acquire, the following assets any right, title or interest of Seller in any of Seller’s other assets, including, without limitation, the assets listed on Schedule B attached hereto (such assets being collectively referred to hereinafter as collectively, the “Excluded Assets”):).

Excluded Assets. Notwithstanding anything to the contrary in this Agreement, Seller shall not sell, transfer transfer, convey, assign or assign, and Buyer shall not purchase or otherwise acquire, deliver any of the following assets of Seller Assets (such assets being collectively referred to hereinafter as the “"Excluded Assets”"):

Excluded Assets. Notwithstanding anything to the contrary in this Agreementherein, Seller shall not sellconvey, assign, or transfer or assignto Buyer, and Buyer shall not purchase acquire or otherwise have any rights to acquire, the following any assets of Seller (such assets being collectively referred to hereinafter as the “Excluded Assets”):) of Seller (i) other than those specifically described in Section 2.1(b) or (ii) to the extent provided for in this Section 2.1(c). Without limiting the generality of the foregoing, the following shall constitute Excluded Assets:

Excluded Assets. Notwithstanding anything in this Agreement to the contrary in this Agreementcontrary, Seller shall not sell, transfer or assignretain, and Buyer shall not purchase or otherwise acquire, any of the following assets assets, properties or rights of Seller not specifically listed or described in Section 1.1 (such assets being collectively referred to hereinafter as the “Excluded Assets”):), including the following:

Excluded Assets. Notwithstanding anything contained in Section 2.02 hereof to the contrary in this Agreementcontrary, Seller shall not sell, assign or transfer to Buyer (or assigncause to be sold, assigned or transferred), and Buyer shall not neither assume, purchase or otherwise acquirenor acquire from Seller, any of the following assets of Seller (such assets being collectively referred to hereinafter as collectively, the “Excluded Assets”):

Excluded Assets. Notwithstanding anything to the contrary Except as otherwise provided in this Agreement, Seller shall is not sellselling, transfer conveying, transferring, assigning or assigndelivering to Buyer any assets, and Buyer shall properties or rights of Seller or any of Seller’s Affiliates that is not purchase or otherwise acquirea Purchased Asset (an “Excluded Asset”), including the following assets assets, properties and rights of Seller (such assets being collectively referred to hereinafter as the “Excluded Assets”):and its Affiliates:

Excluded Assets. Notwithstanding anything to the contrary set forth in this Agreement, the Assets will not include, and the Seller shall not sellretain, transfer all assets, properties and rights of the Seller or assignits Affiliates other than the Assets, and Buyer and, for the avoidance of doubt, the Assets shall not purchase or otherwise acquire, expressly exclude the following assets of the Seller (such assets being collectively referred to hereinafter as collectively, the “Excluded Assets”):), which shall not be sold, transferred, assigned or delivered to the Purchaser:

Excluded Assets. Notwithstanding anything to the contrary in any other provision of this Agreement, the Seller shall not sell, assign or transfer or assignto the Buyer, and the Buyer shall not purchase or otherwise acquirefrom the Seller, any of the following assets of Seller (such assets being collectively referred to hereinafter as collectively, the “Excluded Assets”):

Excluded Assets. Notwithstanding anything to the contrary contained in this Agreement, the Assets do not include, and Seller shall not, and is not hereby agreeing to, sell, transfer or assign, transfer, deliver, or convey to Buyer Seller’s right, title and Buyer shall not purchase or otherwise acquire, interests in the following assets of Seller and properties (such assets being collectively referred to hereinafter as the “Excluded Assets”):

Excluded Assets. (a) Notwithstanding anything to the contrary elsewhere in this Agreement, Seller shall will not sell, sell or otherwise transfer or assignto Purchaser, and Buyer shall Purchaser will not purchase or otherwise acquire, accept any of the following assets of Seller (such assets being collectively referred to hereinafter as collectively, the “Excluded Assets”):

Excluded Assets. Notwithstanding anything to the contrary in this Agreementforegoing, Seller and Parent shall not sell, transfer assign, transfer, convey or assigndeliver, and Buyer shall not purchase or otherwise acquirepurchase, pursuant to this Agreement, and the term “Acquired Assets” shall not include, any of the following assets of Seller (such assets being collectively referred to hereinafter as collectively, the “Excluded Assets”):

Excluded Assets. Notwithstanding anything to the contrary in this Agreement, Seller shall not sell, transfer or assigntransfer, and Buyer shall not purchase or otherwise acquire, the following assets of Seller (such assets being collectively referred to hereinafter as the “Excluded Assets”):

Excluded Assets. Notwithstanding anything to the contrary in this Agreement, Seller shall retain and not sell, transfer convey, assign or assigndeliver to Buyer, and Buyer shall not purchase or otherwise acquireaccept from Seller, any and all other assets not specifically identified as the Purchased Assets, including, without limitation, the following properties and assets of Seller (such assets being collectively referred to hereinafter as the “Excluded Assets”):

Excluded Assets. Notwithstanding anything to the contrary Except as otherwise provided in this Agreement, Seller is not selling, transferring, assigning or delivering to Buyer, and the term “Transferred Assets” shall not sell, transfer or assign, and Buyer shall not purchase or otherwise acquireinclude, the following assets assets, properties and rights of Seller (such assets being collectively referred to hereinafter as the “Excluded Assets”):

Excluded Assets. Notwithstanding anything to the contrary in this Agreementforegoing, Seller shall not sell, transfer assign, transfer, convey or assigndeliver, and Buyer shall not purchase or otherwise acquirepurchase, pursuant to this Agreement, and the term “Acquired Assets” shall not include, any of the following assets of Seller assets, properties or rights (such assets being collectively referred to hereinafter as collectively, the “Excluded Assets”):

Excluded Assets. Notwithstanding anything contained herein to the contrary in this Agreementcontrary, Seller shall not sell, transfer assign, transfer, convey or assigndeliver to Buyer, and Buyer shall not purchase or otherwise acquirefrom Seller and the Assets shall not include, the following assets assets, properties, interests and rights of Seller (such assets being collectively referred to hereinafter as the “Excluded Assets”):

Excluded Assets. Notwithstanding anything to the contrary in this Agreement, Seller Sellers shall not sell, transfer or assign, and Buyer shall not purchase or otherwise acquirepurchase, the following assets of Seller the Sellers (such assets being collectively referred to hereinafter as the “"Excluded Assets”"):

Excluded Assets. Notwithstanding anything any provision of this Agreement to the contrary in this Agreementcontrary, Seller shall not sell, transfer transfer, assign or assignconvey to Buyer, and Buyer shall not purchase purchase, acquire or otherwise acquireaccept, and there shall be excluded from the Assets the following assets of Seller (such assets being collectively referred to hereinafter as the “"Excluded Assets”"):

Excluded Assets. Notwithstanding anything to the contrary set forth in this Agreement, Seller shall not sell, transfer or assign, and Buyer shall not purchase or otherwise acquire, the following assets of Seller shall not constitute Purchased Assets and shall be retained by Seller (such assets being collectively referred to hereinafter as collectively, the “Excluded Assets”):

Excluded Assets. Notwithstanding anything to the contrary in any other provision of this Agreement, Seller shall not sell, transfer assign, transfer, convey or assigndeliver to Buyer, and Buyer shall not purchase purchase, acquire or otherwise acquireassume from Seller, and the Purchased Assets shall not include, the following assets assets, properties, interests and rights of Seller Seller, whether or not related to the Rehabilitation Business (such assets being collectively referred to hereinafter as collectively, the “"Excluded Assets”"):