Excluded Assets. The following assets of Seller shall be retained by Seller and are not being sold or assigned to Purchaser hereunder (all of the following are referred to collectively as the “Excluded Assets”):
Appears in 8 contracts
Samples: Asset Purchase Agreement (Cemtrex Inc), Asset Purchase Agreement (Cemtrex Inc), Asset Purchase Agreement (Globe Photos, Inc.)
Excluded Assets. The Buyer shall not purchase, and Seller shall retain, the following assets of Seller shall be retained by Seller and are not being sold or assigned to Purchaser hereunder (all of the following are referred to collectively as collectively, the “Excluded Assets”):
Appears in 4 contracts
Samples: Escrow Agreement (Hurco Companies Inc), Asset Purchase Agreement (Hurco Companies Inc), Asset Purchase Agreement (Global Energy, Inc.)
Excluded Assets. The Notwithstanding anything to the contrary contained herein, the following assets (the "EXCLUDED ASSETS") shall not be sold to Buyer and all of Seller such Excluded Assets shall be retained by Seller and are not being sold or assigned to Purchaser hereunder (all of the following are referred to collectively as the “Excluded Assets”):Seller:
Appears in 4 contracts
Samples: Asset Purchase Agreement (Vital Living Inc), Asset Purchase Agreement (Lason Inc), Asset Purchase Agreement (Vital Living Inc)
Excluded Assets. The Seller is retaining and is not selling, transferring, conveying, assigning or delivering to Purchaser the following assets of Seller shall be retained by Seller and are not being sold or assigned to Purchaser hereunder (all of hereinafter collectively called the following are referred to collectively as the “"Excluded Assets”"):
Appears in 3 contracts
Samples: Asset Purchase Agreement (Personnel Management Inc), Asset Purchase Agreement (Personnel Management Inc), Asset Purchase Agreement (Personnel Management Inc)
Excluded Assets. The Seller is not selling, and the Buyer is not purchasing, any of the following assets of Seller the Seller, all of which shall be retained by the Seller and are not being sold or assigned to Purchaser hereunder excluded from the Purchased Assets (all of the following are referred to collectively as collectively, the “Excluded Assets”):
Appears in 3 contracts
Samples: Asset Purchase Agreement (LQR House Inc.), Asset Purchase Agreement (LQR House Inc.), Asset Purchase Agreement (LQR House Inc.)
Excluded Assets. The Notwithstanding anything contained herein to the contrary, the following properties and assets of Seller (the "Excluded Assets") shall be retained by Seller and are shall not being sold be sold, assigned or assigned transferred to Purchaser hereunder (all of the following are referred to collectively as the “Excluded Assets”):Buyer:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Garden State Newspapers Inc), Asset Purchase Agreement (Media General Inc)
Excluded Assets. The following assets of Seller shall be retained by Seller and are not being sold contributed or assigned to Purchaser hereunder (all of the following are referred to collectively as the “Excluded Assets”):
Appears in 2 contracts
Samples: Asset Purchase Agreement (M Wave Inc), Asset Purchase Agreement (M Wave Inc)
Excluded Assets. The Notwithstanding anything to the contrary contained herein, the following assets of Seller shall not be sold to Buyer and shall be retained by Seller and are not being sold or assigned to Purchaser hereunder (all of the following are referred to collectively as the “"Excluded Assets”"):
Appears in 2 contracts
Samples: Asset Purchase Agreement (Spire Corp), Asset Purchase Agreement (Market Facts Inc)
Excluded Assets. The Notwithstanding the terms of Section 1.1 and 1.2, the following assets of Seller shall be retained by Seller and Seller, are not being sold or assigned to Purchaser hereunder and do not constitute Acquired Assets or Purchased Contracts, as applicable (all of the following are referred to herein collectively as the “Excluded Assets”):
Appears in 2 contracts
Samples: Asset Purchase Agreement (Textura Corp), Asset Purchase Agreement (Textura Corp)
Excluded Assets. The Seller will retain ownership of the following assets of the Seller shall be retained by Seller and are not being sold or assigned to Purchaser hereunder (all of the following are referred to collectively as collectively, the “Excluded Assets”):
Appears in 2 contracts
Samples: Asset Purchase Agreement (Primo Water Corp), Asset Purchase Agreement (Pike Electric CORP)
Excluded Assets. The Notwithstanding the foregoing, the following assets of Seller shall be are retained by Seller and are not being sold or assigned to Purchaser hereunder expressly excluded from the purchase and sale contemplated by this Agreement (all of collectively, the following are referred to collectively as the “"Excluded Assets”"):
Appears in 2 contracts
Samples: Purchase Agreement (Thermo Terratech Inc), Asset Purchase Agreement (OneTravel Holdings, Inc.)
Excluded Assets. The Notwithstanding anything to the contrary in this Agreement, the following assets of Seller shall be retained by Seller and are not being sold or assigned to Purchaser hereunder (all of the following are referred to collectively as the “Excluded Assets”):
Appears in 2 contracts
Samples: Asset Purchase Agreement (Premier Alliance Group, Inc.), Asset Purchase Agreement (Premier Alliance Group, Inc.)
Excluded Assets. The following assets of Seller (collectively, the --------------- "Excluded Assets") shall be retained by Seller and are not being sold or assigned to Purchaser hereunder (all of the following are referred to collectively as the “Excluded Assets”):hereunder:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Albany Ladder Co Inc), Asset Purchase Agreement (Albany Ladder Co Inc)
Excluded Assets. The following assets of Seller shall not constitute Purchased Assets and shall be retained by Seller and are not being sold or assigned to Purchaser hereunder (all of the following are referred to collectively as collectively, the “Excluded Assets”):
Appears in 2 contracts
Samples: Asset Purchase Agreement (Nugen Holdings, Inc.), Asset Purchase Agreement (InovaChem, Inc.)
Excluded Assets. The following assets of the Seller or one or more of the Seller’s Affiliates are not Purchased Assets and shall be retained by the Seller and are not being sold or assigned to Purchaser hereunder (all one or more of the following are referred to collectively Seller’s Affiliates, as applicable (collectively, the “Excluded Assets”):
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Wausau Paper Corp.)
Excluded Assets. The Other than the Purchased Assets, the Seller is not selling, and the Buyer is not purchasing, any of the following assets of the Seller or its Affiliates, all of which shall be retained by the Seller and are not being sold or assigned to Purchaser hereunder its Affiliates (all of the following are referred to collectively as collectively, the “Excluded Assets”):
Appears in 2 contracts
Samples: Asset Purchase Agreement (BOVIE MEDICAL Corp), Asset Purchase Agreement (BOVIE MEDICAL Corp)
Excluded Assets. The Notwithstanding anything to the contrary in this Agreement, the following assets of Seller Sellers, as well as any other assets not defined as Acquired Assets, shall be retained by Seller Sellers and are not being sold or assigned to Purchaser hereunder (all of the following are referred to collectively as the “"Excluded Assets”"):
Appears in 2 contracts
Samples: Asset Purchase Agreement (Baker J Inc), Asset Purchase Agreement (Showbiz Pizza Time Inc)
Excluded Assets. The following assets of Seller shall be retained by Seller and are not excluded from Seller’s assets being sold or assigned and transferred to Purchaser hereunder and shall remain the property of Seller after the Closing (all of the following are referred to collectively as the “Excluded Assets”):
Appears in 2 contracts
Samples: Asset Purchase Agreement (Novoste Corp /Fl/), Asset Purchase Agreement (Novoste Corp /Fl/)
Excluded Assets. The following Those assets of Seller not constituting Acquired Assets (collectively, the "EXCLUDED ASSETS"), including the following, shall be retained by Seller Seller, and are not being sold or assigned to Purchaser hereunder (all of the following are referred to collectively as the “Excluded Assets”):hereunder:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Ilinc Communications Inc), Asset Purchase Agreement (Ilinc Communications Inc)
Excluded Assets. The following assets of Seller shall will be retained by Seller and are will not being sold be included in the Assets or assigned sold, transferred, assigned, conveyed or delivered by Seller to Purchaser hereunder Buyer (all of the following are referred to collectively as collectively, the “Excluded Assets”):
Appears in 1 contract
Samples: Asset Purchase Agreement (Crestwood Midstream Partners LP)
Excluded Assets. The following assets of Seller shall be retained retain the following assets, whether owned directly or indirectly by Seller and are not being sold (or assigned to Purchaser hereunder any of Seller’s Affiliates) (all of the following are referred to collectively as collectively, the “Excluded Assets”):
Appears in 1 contract
Samples: Asset Purchase Agreement (Horizon Health Corp /De/)
Excluded Assets. The Notwithstanding anything to the contrary in this --------------- Agreement, the following assets of Seller Sellers, as well as any other assets not defined as Acquired Assets, shall be retained by Seller Sellers and are not being sold or assigned to Purchaser Purchasers hereunder (all of the following are referred to collectively as the “"Excluded Assets”):"): ---------------
Appears in 1 contract
Excluded Assets. The Notwithstanding the terms of Sections 2.1 and 2.2, the following assets of Seller shall be retained by Seller and Seller, are not being sold or assigned to Purchaser hereunder and do not constitute Purchased Assets (all of the following are referred to herein collectively as the “"Excluded Assets”"):
Appears in 1 contract
Samples: Asset Purchase Agreement (Devry Inc)
Excluded Assets. The Notwithstanding anything to the contrary set forth herein, the following assets of Seller are excluded from the Assets and shall be retained by Seller and are not being sold or assigned to Purchaser hereunder (all of the following are referred to collectively as the “Excluded Assets”):Seller:
Appears in 1 contract
Excluded Assets. The following assets of Seller and the Seller Subsidiaries shall be retained by Seller and the Seller Subsidiaries and are not being sold or assigned to Purchaser hereunder (all of the following are referred to collectively as the “Excluded Assets”):);
Appears in 1 contract
Excluded Assets. The Notwithstanding anything to the contrary in this Agreement, the following assets of Seller Seller, as well as any other assets not defined as Acquired Assets, shall be retained by Seller and are not being sold or assigned to Purchaser hereunder (all of the following are referred to collectively as the “"Excluded Assets”):":
Appears in 1 contract
Excluded Assets. The Notwithstanding anything to the contrary in this Agreement, the following assets of Seller shall be retained by Seller and are not being sold or assigned to Purchaser Buyer hereunder (all of the following are referred to herein collectively as the “"Excluded Assets”"):
Appears in 1 contract
Excluded Assets. The Seller will retain, and Buyer will not purchase, any of the following assets of Seller shall be retained by Seller and are not being sold or assigned to Purchaser hereunder (collectively, the "Excluded Assets"), all of which shall remain the following are referred to collectively exclusive property of Seller, free and clear of any claim of Buyer except as the “Excluded Assets”):provided for herein:
Appears in 1 contract
Excluded Assets. The following assets of Seller Sellers, as well as any other assets not defined as Acquired Assets, shall be retained by Seller Sellers and are not being sold or assigned to Purchaser hereunder (all of the following are referred to collectively as the “"Excluded Assets”"):
Appears in 1 contract
Samples: Asset Purchase Agreement (American White Cross Inc)
Excluded Assets. The following assets of Seller relating to the Business shall be retained by Seller and are shall not being sold be sold, assigned or assigned transferred to Purchaser hereunder Buyer (all of the following are referred to collectively as the “"Excluded Assets”"):
Appears in 1 contract
Samples: Asset Purchase Agreement (Protection One Alarm Monitoring Inc)
Excluded Assets. The following assets of Seller shall be retained by Seller and are not being sold or assigned to Purchaser hereunder Sub (all of collectively, the following are referred to collectively as the “Excluded Assets”"EXCLUDED ASSETS"):
Appears in 1 contract
Samples: Asset Purchase Agreement (Abovenet Communications Inc)
Excluded Assets. The following assets of Seller (collectively, the “Excluded Assets”) shall be retained by Seller and are not being sold or assigned to Purchaser hereunder (all of the following are referred to collectively as the “Excluded Assets”):hereunder:
Appears in 1 contract
Excluded Assets. The Notwithstanding anything to the contrary in this Agreement, the following assets of Seller Sellers shall be retained by Seller Sellers and are not being sold or assigned to Purchaser Buyer hereunder (all of the following are referred to collectively as the “"Excluded Assets”"):
Appears in 1 contract
Excluded Assets. The following assets of Seller (collectively, the "Excluded Assets") shall be retained by Seller Seller, and are not being sold or assigned to Purchaser hereunder (all of the following are referred to collectively as the “Excluded Assets”):hereunder:
Appears in 1 contract
Samples: Asset Purchase Agreement (Clearone Communications Inc)
Excluded Assets. The following assets of Seller shall be retained by Seller and are not being sold or assigned to Purchaser hereunder (all of the following are referred to collectively as collectively, the “Excluded Assets”):) are excluded from the Purchased Assets and shall remain Seller’s property after Closing:
Appears in 1 contract
Excluded Assets. The following assets Assets of Seller shall be retained by Seller and are not being sold or assigned to Purchaser included in the definition of Acquired Assets and the purchase and sale of the Business hereunder (all of the following are referred to collectively as the “"Excluded Assets”"):
Appears in 1 contract
Excluded Assets. The Notwithstanding the foregoing, the following assets of Seller, as well as all assets of Seller shall solely or principally related to the Retained Businesses (collectively, the "Excluded Assets"), will be retained by Seller and are will not being sold or assigned to Purchaser hereunder (all of be included in the following are referred to collectively as the “Excluded Transferred Assets”)::
Appears in 1 contract
Samples: Asset Purchase Agreement (Geo Specialty Chemicals Inc)
Excluded Assets. The following assets of Seller shall be retained by Seller and are not being sold or assigned to Purchaser Buyer hereunder (all of the following are referred to collectively as the “"Excluded Assets”"):
Appears in 1 contract
Excluded Assets. The following Other than the Purchased Assets, all of the assets and properties of Seller Sellers shall be retained by Seller Sellers and are not being sold or assigned transferred to Purchaser the Buyer Parties hereunder (all herein referred to as the "Excluded Assets"). Without limiting the generality of the foregoing, Excluded Assets shall include, without limitation, the following are referred to collectively as the “Excluded Assets”):assets and properties specified below:
Appears in 1 contract
Excluded Assets. The following assets of Seller All assetx xx Xxxler that are not Purchased Assets shall be retained by Seller and are not being sold or assigned to Purchaser hereunder (all of Buyer hereunder, including the following are referred to collectively as (collectively, the “"Excluded Assets”"):
Appears in 1 contract
Excluded Assets. The following All other assets of Seller which are not specifically identified as Purchased Assets shall be retained by Seller and are shall not being be sold or assigned and transferred to Purchaser hereunder (all of Buyer hereunder, which Excluded Assets include, without limitation, the following are referred to collectively as the “Excluded Assets”):following:
Appears in 1 contract
Excluded Assets. The Notwithstanding anything to the contrary in this Agreement, the following assets of Seller Sellers shall be retained by Seller Sellers and are not being sold or assigned to any Purchaser hereunder (all of the following are referred to collectively as the “Excluded Assets”):
Appears in 1 contract
Excluded Assets. The following assets of Seller set forth below shall be retained by Seller and are not being sold or assigned to Purchaser hereunder excluded from the definition of Purchased Assets (all of collectively, the following are referred to collectively as the “"Excluded Assets”"):
Appears in 1 contract
Excluded Assets. The Notwithstanding anything to the contrary in Section 2.01 hereof, Seller is not selling, and Buyer is not purchasing, any of the following assets owned by Seller, all of Seller which shall be retained by Seller and (such assets of Seller are not being sold or assigned to Purchaser hereunder (all of the following are hereinafter referred to collectively as the “"Excluded Assets”"):
Appears in 1 contract
Excluded Assets. The Notwithstanding anything to the contrary herein, the following assets of Seller shall be retained by remain the property of Seller and are not being sold or assigned to Purchaser hereunder after the Closing (all of the following are collectively referred to collectively as the “"Excluded Assets”"):
Appears in 1 contract
Excluded Assets. The Notwithstanding anything to the contrary herein, Seller shall retain all assets owned directly or indirectly by Seller or any of Seller’s Affiliates which are not among the Acquired Assets, including, without limitation, the following assets of Seller shall be retained by Seller and are not being sold or assigned to Purchaser hereunder (all of the following are referred to collectively as collectively, the “Excluded Assets”):
Appears in 1 contract
Excluded Assets. The Seller is not hereby selling, and Purchaser is not hereby purchasing, any of the following assets assets, all of Seller which shall be retained by Seller and are not being sold or assigned to Purchaser hereunder (all of the following are referred to collectively as the “Excluded Assets”):
Appears in 1 contract
Excluded Assets. The Notwithstanding anything to the contrary in this Agreement, the following assets of Seller shall be retained by Seller and are not being sold or assigned to Purchaser Buyer or Parent hereunder (all of the following are referred to collectively as the “"Excluded Assets”"):
Appears in 1 contract
Samples: Intellectual Property License Agreement (Williams Controls Inc)
Excluded Assets. The following assets of Seller (collectively, the “Excluded Assets”) shall be retained by Seller Seller, and are not being sold or assigned assigned, and will not be deemed to Purchaser hereunder (all of the following are referred have been sold or assigned, to collectively as the “Excluded Assets”):Buyer hereunder:
Appears in 1 contract
Excluded Assets. The following assets of Seller Sellers shall not constitute Purchased Assets and shall be retained by Seller and are not being sold or assigned to Purchaser hereunder Sellers (all of the following are referred to collectively as collectively, the “Excluded Assets”):
Appears in 1 contract
Samples: Asset Purchase Agreement (LTWC Corp)
Excluded Assets. The Notwithstanding the foregoing, the following properties and assets of Seller shall be retained by Seller and are not being sold or assigned to Purchaser hereunder expressly excluded from the purchase and sale contemplated by this Agreement (all of collectively, the following are referred to collectively as the “"Excluded Assets”"):
Appears in 1 contract
Samples: Asset Purchase Agreement (Platinum Entertainment Inc)
Excluded Assets. The following assets of Seller (collectively, the “Excluded Assets”) shall be retained by Seller Seller, and are not being sold or assigned to Purchaser hereunder (all of the following are referred to collectively as the “Excluded Assets”):hereunder:
Appears in 1 contract
Samples: Asset Purchase Agreement (Premiere Global Services, Inc.)
Excluded Assets. The following assets of the Seller (collectively, the "Excluded Assets") shall be retained by Seller the Seller, and are not being sold or assigned to Purchaser hereunder (all of the following are referred to collectively as the “Excluded Assets”):Buyer hereunder:
Appears in 1 contract
Excluded Assets. The Notwithstanding anything to the contrary in this Agreement, the following assets of Seller Sellers shall be retained by Seller Sellers and are not being sold or assigned to Purchaser hereunder (all of the following are referred to collectively as the “Excluded Assets”):
Appears in 1 contract
Excluded Assets. The Seller shall specifically retain the following assets of Seller shall be retained by Seller and are not being sold or assigned to Purchaser hereunder (all of the following are referred to collectively as the “"Excluded Assets”"):
Appears in 1 contract
Excluded Assets. The Notwithstanding the foregoing, the following assets of Seller shall (the "Excluded Assets") will be retained by Seller and are will not being sold or assigned to Purchaser hereunder (all of be included in the following are referred to collectively as the “Excluded Transferred Assets”)::
Appears in 1 contract
Samples: Asset Purchase Agreement (Spanish Broadcasting System of Puerto Rico Inc /De/)
Excluded Assets. The Seller is retaining and is not selling, transferring, conveying, assigning or delivering to Buyer the following assets of Seller shall be retained by Seller and are not being sold or assigned to Purchaser hereunder (all of hereinafter collectively called the following are referred to collectively as the “"Excluded Assets”"):
Appears in 1 contract
Samples: Asset Purchase Agreement (Bioanalytical Systems Inc)
Excluded Assets. The Notwithstanding anything to the contrary in this Agreement, the following assets of Seller Sellers shall be retained by Seller Sellers and are not being sold or assigned to Purchaser hereunder (all of the following are referred to collectively as the “"Excluded Assets”"):
Appears in 1 contract
Samples: Asset Purchase Agreement (Childtime Learning Centers Inc)
Excluded Assets. The following assets of Seller shall be retained by Seller and are not being sold or assigned to Purchaser Buyer hereunder (all of the following are referred to collectively as the “Excluded Assets”):
Appears in 1 contract
Excluded Assets. The following assets of Seller shall be are being retained by Seller and are not being sold sold, assigned or assigned transferred to Purchaser hereunder (all of the following are referred to collectively as the “Excluded Assets”):Buyer:
Appears in 1 contract
Samples: Asset Purchase Agreement (Network Event Theater Inc)
Excluded Assets. The following All other assets of Seller shall be excluded from purchase and sale hereunder and shall be retained by Seller and are not being sold or assigned to Purchaser hereunder (all of the following are referred to collectively as collectively, the “Excluded Assets”):), including the following:
Appears in 1 contract
Samples: Escrow Agreement (Bancorp, Inc.)
Excluded Assets. The following assets and properties of Seller are specifically excluded from the Assets and shall be retained by Seller and are not being sold or assigned to Purchaser hereunder (all of the following are referred to collectively as the “Excluded Assets”):
Appears in 1 contract
Excluded Assets. The Seller shall retain and not sell to Buyer, and Buyer will not purchase from Seller, including, but not limited to, the following assets of Seller shall be retained by Seller and are not being sold or assigned to Purchaser hereunder (all of collectively, the following are referred to collectively as the “"Excluded Assets”"):
Appears in 1 contract
Samples: Asset Purchase Agreement (Tangible Asset Galleries Inc)
Excluded Assets. The following assets of Seller shall be "Excluded Assets" retained by Seller and are shall not being be sold or assigned to Purchaser hereunder (all of the following are referred to collectively as the “Excluded Assets”):Purchaser:
Appears in 1 contract
Excluded Assets. The following assets of Seller are expressly excluded from the Assets and shall not be retained by Seller and are not being sold sold, assigned, transferred or assigned delivered to Purchaser hereunder (all of collectively, the following are referred to collectively as the “"Excluded Assets”"):
Appears in 1 contract
Excluded Assets. The (a) Notwithstanding anything to the contrary in this Agreement, the following assets of Seller Sellers shall be retained by Seller Sellers and are not being sold or assigned to any Purchaser hereunder (all of the following are referred to collectively as the “"Excluded Assets”"):
Appears in 1 contract
Samples: Asset Purchase Agreement
Excluded Assets. The Notwithstanding anything to the contrary in this Agreement, the following assets of Seller the Seller, as well as any other assets not defined as Acquired Assets, shall be retained by the Seller and are not being sold or assigned to Purchaser hereunder (all of the following are referred to collectively as the “Excluded Assets”):
Appears in 1 contract
Samples: Asset Purchase Agreement
Excluded Assets. The following assets of Seller shall be and/or the Stockholders (collectively, the “Excluded Assets”) are being retained by Seller and/or the Stockholders, and are not being sold or assigned assigned, and will not be deemed to Purchaser hereunder (all of the following are referred have been sold or assigned, to collectively as the “Excluded Assets”):Buyer hereunder:
Appears in 1 contract
Samples: Asset Purchase Agreement (Turbochef Technologies Inc)
Excluded Assets. The Notwithstanding anything to the contrary herein, the following assets of and properties of, or in the possession of, Seller (collectively, the “Excluded Assets”) shall be retained by Seller and are not being sold or assigned to Purchaser hereunder (all of shall be excluded from the following are referred to collectively as the “Excluded Transferred Assets”)::
Appears in 1 contract