Common use of Excluded Property Clause in Contracts

Excluded Property. Notwithstanding anything else in this Agreement, the Assets exclude the following (collectively, the “Excluded Property”): 2.2.1 Intra-company accounts and contracts of Sellers including, without limitation, any accounts and contracts between any Seller and any of its Affiliates, other than the contracts set forth on Schedule 2.2.1; 2.2.2 Cash or bank accounts of Sellers; 2.2.3 Accounts receivable, notes receivable, employee receivables and other receivables; 2.2.4 Proprietary trade names, trademarks, service marks, logos, trade dress, insignia, and imprints of Sellers and all signs whose purpose is to display any of the foregoing and all forms and documents which incorporate any of the foregoing; 2.2.5 All Intellectual Property other than the Transferred Intellectual Property. 2.2.6 All rights to any of Sellers’ claims (whether or not filed) for any federal, state, local, or foreign Income Tax or Tax refunds or carrybacks. 2.2.7 The following documents: (A) all minute books, tax returns, partnership documents of Sellers or any of their Affiliates as well as other business records or related documents of Sellers or any of their Affiliates that are not related to the Assets; and (B) all records that are (i) covered by the attorney-client privilege or work product doctrine, except to the extent such documents relate to claims or litigation included in the Assumed Liabilities (provided that such documents shall be subject to a joint defense agreement to be entered by Sellers and Purchaser before such documents are provided), (ii) not readily severable from Sellers’ general records through diligent efforts, or (iii) required by applicable Law to be retained by Sellers or any of Sellers’ Affiliates in its care, custody, or control. 2.2.8 All rights in connection with and assets of any employee benefit or similar plans. 2.2.9 All insurance policies and rights thereunder, except as provided in Section 14.2. 2.2.10 The capital stock of any Affiliate of any Seller. 2.2.11 Any other properties or assets of Sellers not specifically described herein as being part of the “Assets.”

Excluded Property. Notwithstanding anything else The Property shall not include any assets other than the Property specifically listed or described in this AgreementSection 1(b) hereof, and, without limiting the Assets generality of the foregoing, shall expressly exclude the following (collectively, the “Excluded PropertyMatters”): 2.2.1 Intra-company accounts (i) all bank accounts, house banks, cash and contracts cash equivalents of Sellers including, without limitation, any accounts and contracts between any Seller and any of its Affiliates, other than the contracts set forth on Schedule 2.2.1Seller; 2.2.2 Cash or bank accounts of Sellers(ii) cash reserves for furniture, fixtures and equipment, real estate and personal property taxes and insurance except to the extent that Seller receives a credit at Closing for such reserves; 2.2.3 Accounts (iii) accounts receivable, notes receivablewhich shall be purchased by Buyer in accordance with Section 4(f)(iii), employee receivables and other receivablesexcept for the Buyer’s share of the Tray Ledger; 2.2.4 Proprietary trade names(iv) claims against third parties (including claims for refunds on taxes or other governmental charges) in connection with the Property, trademarks, service marks, logos, trade dress, insignia, and imprints of Sellers but only to the extent that such claims relate to damages suffered by Seller prior to the Closing Date or claims for which Seller is required to indemnify Buyer hereunder; (v) the assets listed or described on the Excluded Matters Schedule attached hereto as Schedule 1(c)(v) (together with any and all signs whose purpose is claims relating to display any of the foregoing and described in this Section 1(c)); (vi) all forms and documents which incorporate any of the foregoing;obligations and liabilities of Seller relating to the Property of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, which obligations and liabilities, accrue before the Closing Date, unless otherwise expressly assumed by Buyer (collectively, the “Retained Liabilities”); and 2.2.5 All Intellectual Property other than (vii) any right, title or interest in or to the Transferred Intellectual real property described on Exhibit E (the “Wharf Property”) and any agreements that relate exclusively to the Wharf Property. 2.2.6 All rights to any of Sellers’ claims (whether or not filed) for any federal, state, local, or foreign Income Tax or Tax refunds or carrybacks. 2.2.7 The following documents: (A) all minute books, tax returns, partnership documents of Sellers or any of their Affiliates as well as other business records or related documents of Sellers or any of their Affiliates that are not related to the Assets; and (B) all records that are (i) covered by the attorney-client privilege or work product doctrine, except to the extent such documents relate to claims or litigation included in the Assumed Liabilities (provided that such documents shall be subject to a joint defense agreement to be entered by Sellers and Purchaser before such documents are provided), (ii) not readily severable from Sellers’ general records through diligent efforts, or (iii) required by applicable Law to be retained by Sellers or any of Sellers’ Affiliates in its care, custody, or control. 2.2.8 All rights in connection with and assets of any employee benefit or similar plans. 2.2.9 All insurance policies and rights thereunder, except as provided in Section 14.2. 2.2.10 The capital stock of any Affiliate of any Seller. 2.2.11 Any other properties or assets of Sellers not specifically described herein as being part of the “Assets.”

Excluded Property. Notwithstanding anything else in this Agreement, the Assets exclude the following (collectively, the “Excluded Property”): 2.2.1 1.2.1. All Product Inventory; 1.2.2. Intra-company accounts and contracts of Sellers including, without limitation, Seller including any accounts and contracts between any Seller and any of its Affiliates, other than the contracts set forth on Schedule 2.2.1; 2.2.2 1.2.3. Cash or bank accounts of SellersSeller; 2.2.3 1.2.4. Accounts receivable, notes receivable, receivable and employee receivables and other receivables; 2.2.4 1.2.5. Proprietary trade names, trademarks, service marks, logos, trade dress, insignia, and imprints of Sellers Seller and all signs whose purpose is to display any of the foregoing and all forms and documents which incorporate any of the foregoing; 2.2.5 1.2.6. The items of personal property that are listed on Schedule 1.2.6 (collectively, the “Excluded Personal Property”); 1.2.7. All Intellectual Property other than the Transferred Intellectual Property.; 2.2.6 1.2.8. All rights to any of Sellers’ Seller’s claims (whether or not filed) for any federal, state, local, or foreign Income Tax or Tax refunds or carrybacks.carrybacks except claims for refunds or carrybacks relating to Taxes assumed by, prorated to or paid by Purchaser; 2.2.7 1.2.9. The following documents: (A) all minute books, tax returns, partnership documents of Sellers Seller or any of their its Affiliates as well as other business records or related documents of Sellers Seller or any of their its Affiliates that are not related to the Assets; and (B) all records Records that are (i) are proprietary in nature, (ii) are covered by the attorney-client privilege or work product doctrine, except to the extent such documents doctrine (other than Records which relate to claims or litigation included in the any Assumed Liabilities (provided that such documents shall be subject to a joint defense agreement to be entered by Sellers and Purchaser before such documents are providedLiability), (iiiii) are not readily severable from Sellers’ Seller’s general records through diligent efforts, (iv) relate to employment matters for any person other than employees of Seller employed in connection with the Assets within 30 days prior to the date of this Agreement, or (iiiv) are required by applicable Law to be retained by Sellers Seller or any of Sellers’ Seller’s Affiliates in its care, custody, or control.; provided, however, to the extent the documents described in (v) constitute Records, copies of such Records shall be delivered to Purchaser; 2.2.8 1.2.10. All rights in connection with and assets of any employee benefit or similar plans.; 2.2.9 1.2.11. All insurance policies and rights thereunder, except as provided in Section 14.2.; 2.2.10 1.2.12. The capital stock of any Affiliate of Seller; 1.2.13. All Claims of Seller and other rights to recover monies against Third Parties, whether xxxxxx or inchoate, known or unknown, contingent or non-contingent, arising prior to, on or after the Closing Date that Seller or any of its Affiliates may have and relating to or in connection with Seller’s ownership of the Assets prior to the Closing Date; excepting therefrom Claims of Seller against Third Parties relating to the Environmental Condition of the Assets to the extent Seller is indemnified from such Claims pursuant to Article IX, and the manufacturer and seller warranties of, or other claims directly related to, any goods or services provided to Seller regarding the Assets, as described in Section 1.1.6 above. 2.2.11 1.2.14. Any other properties or assets of Sellers Seller not specifically described herein as being part of the “Assets.”

Excluded Property. Notwithstanding anything else in this Agreementthe foregoing, there shall be excluded from the Assets exclude Property the following assets and properties of Parent and Seller related to or used in connection with the Business (collectively, the “Excluded Property”): 2.2.1 Intra(a) all cash and cash equivalents; (b) all tax refunds of any kind payable to Parent and Seller; (c) all assets listed on Schedule 1.2(c); (d) the real property of Parent and Seller identified on Schedule 1.2(d); (e) those certain leaseshold interests in real property leased by Seller and used in the Business listed in Schedule 1.2(e), other than the Real Property Leases; (f) those certain Contracts listed on Schedule 1.2(f); (g) all corporate minute books, stock records, tax returns, checkbooks, bank statements and supporting materials of Parent and Seller for all periods, all of which shall be subject to Buyer’s right to inspect and copy; (h) all insurance policies and rights thereunder of Parent or Seller to the extent relating to the Property or the Business and which by their terms are not transferable to Buyer at Closing (as hereinafter defined), other than the Purchased Insurance Policies; (i) all claims, causes of action of any sort or rights of set-company accounts and contracts off, counterclaim and/or recoupment that Parent or Seller may have related to the Excluded Property or the Excluded Liabilities, as the case may be; (j) all claims, causes of Sellers action of any sort that Parent or Seller may have, including, without limitation, any accounts and contracts between any Seller and under any of its AffiliatesParent’s or Seller’s insurance policies, other than the contracts set forth on Schedule 2.2.1; 2.2.2 Cash or bank accounts of Sellers; 2.2.3 Accounts receivable, notes receivable, employee receivables and other receivables; 2.2.4 Proprietary trade names, trademarks, service marks, logos, trade dress, insignia, and imprints of Sellers and all signs whose purpose is to display against any of the foregoing officers, directors and/or stockholders of Parent or Seller and/or the parents, spouses and all forms and documents which incorporate lineal descendants of any of the foregoingsuch persons; 2.2.5 All Intellectual Property other than the Transferred Intellectual Property. 2.2.6 All rights to any of Sellers’ claims (whether or not filed) for any federal, state, local, or foreign Income Tax or Tax refunds or carrybacks. 2.2.7 The following documents: (Ak) all minute booksplans, tax returnsprograms or agreements that Seller or Parent has maintained, partnership documents of Sellers sponsored, adopted or obligated itself under with respect to employee benefits, including any of their Affiliates as well as other business records pension or related documents of Sellers retirement plans, medical or any of their Affiliates that are not related dental plans, life or long-term disability insurance, bonus or incentive compensation, stock option or equity participation plans, with respect to the AssetsEmployees (“Employee Benefits Plans”); and and (Bl) all records that are the Closing Payment (i) covered by the attorney-client privilege or work product doctrine, except to the extent such documents relate to claims or litigation included in the Assumed Liabilities (provided that such documents shall be subject to a joint defense agreement to be entered by Sellers and Purchaser before such documents are providedas hereinafter defined), (ii) not readily severable from Sellers’ general records through diligent efforts, or (iii) required by applicable Law to be retained by Sellers or any of Sellers’ Affiliates in its care, custody, or control. 2.2.8 All rights in connection with and assets of any employee benefit or similar plans. 2.2.9 All insurance policies and rights thereunder, except as provided in Section 14.2. 2.2.10 The capital stock of any Affiliate of any Seller. 2.2.11 Any other properties or assets of Sellers not specifically described herein as being part of the “Assets.”

Excluded Property. Notwithstanding anything else in this Agreement, the Assets exclude the following (collectively, the “Excluded Property”"EXCLUDED PROPERTY"): 2.2.1 1.2.1. All Product Inventory; 1.2.2. Intra-company accounts and contracts of Sellers including, without limitation, Seller including any accounts and contracts between any Seller and any of its Affiliates, other than the contracts set forth on Schedule 2.2.1; 2.2.2 1.2.3. Cash or bank accounts of SellersSeller; 2.2.3 1.2.4. Accounts receivable, notes receivable, receivable and employee receivables and other receivables; 2.2.4 1.2.5. Proprietary trade names, trademarks, service marks, logos, trade dress, insignia, and imprints of Sellers Seller and all signs whose purpose is to display any of the foregoing and all forms and documents which incorporate any of the foregoing; 2.2.5 1.2.6. The items of personal property that are listed on SCHEDULE 1.2.6 (collectively, the "EXCLUDED PERSONAL PROPERTY"); 1.2.7. All Intellectual Property other than the Transferred Intellectual Property.; 2.2.6 1.2.8. All rights to any of Sellers’ Seller's claims (whether or not filed) for any federal, state, local, or foreign Income Tax or Tax refunds or carrybacks.; 2.2.7 1.2.9. The following documents: (A) all minute books, tax returns, partnership documents of Sellers Seller or any of their its Affiliates as well as other business records or related documents of Sellers Seller or any of their its Affiliates that are not related to the Assets; and (B) all records Records that are (i) are proprietary in nature, (ii) are covered by the attorney-client privilege or work product doctrine, except to the extent such documents doctrine (other than Records which relate to claims or litigation included in the any Assumed Liabilities (provided that such documents shall be subject to a joint defense agreement to be entered by Sellers and Purchaser before such documents are providedLiability), (iiiii) are not readily severable from Sellers’ Seller's general records through diligent efforts, (iv) relate to employment matters for any person other than employees of Seller employed in connection with the Assets within 30 days prior to the date of this Agreement, or (iiiv) are required by applicable Law to be retained by Sellers Seller or any of Sellers’ Seller's Affiliates in its care, custody, or control.; provided, however, to the extent the documents described in (v) constitute Records, copies of such Records shall be delivered to Purchaser; 2.2.8 1.2.10. All rights in connection with and assets of any employee benefit or similar plans.; 2.2.9 1.2.11. All insurance policies and rights thereunder, except as provided in Section 14.2.; 2.2.10 1.2.12. The capital stock of any Affiliate of Seller; 1.2.13. All Claims of Seller and other rights to recover monies against Third Parties, whether xxxxxx or inchoate, known or unknown, contingent or non-contingent, arising prior to, on or after the Closing Date that Seller or any of its Affiliates may have and relating to or in connection with Seller's ownership of the Assets prior to the Closing Date, including without limitation Claims related to the cleaning and removal of tank bottoms. 2.2.11 1.2.14. Any other properties or assets of Sellers Seller not specifically described herein as being part of the “"Assets.”"

Excluded Property. Notwithstanding anything else in this Agreementthe foregoing, the Assets exclude Personal Property and Intangibles shall not include the following property (collectively, the “Excluded Property”): 2.2.1 Intra): (A) any personal property and fixtures owned, financed and/or leased by tenants or licensees; (B) any cash-company on-hand, xxxxx cash, bank accounts or other funds of Seller in whatsoever form the same are held; (C) any and contracts all uncollected rents, all of Sellers includingwhich shall be separately adjusted between the parties pursuant to this Agreement; (D) excluding all amounts to be prorated pursuant to this Agreement, all rights to refunds, accounts receivable, accrued and unpaid claims, causes of action and rights of reimbursement from third parties, bonds (including payment and performance), and any other claims for payment Seller may have, to the extent arising or relating to the period prior to Closing; (E) all of Seller’s financial and corporate books and records, in whatsoever form or nature, relating to the management, business, financing and operation of the Seller or the Property, such exclusion to include, without limitation, corporate tax returns and reporting information, organizational documents, minutes, resolutions, and related corporate materials; (F) appraisals or valuations or other reports and studies (of whatsoever form or nature and whether or not prepared by the Seller or any accounts other person) of the Property; (G) internal analyses and contracts between communications (of whatsoever form or nature) of the Seller relating to the Property or any other matter (including inspections, evaluations, approvals, work summaries and work product); (H) communications or other Property information prepared by or exchanged with legal counsel (whether internal or external) of the Seller; (I) financial statements and related confidential information of the Seller; (J) communications or other Property information prepared by or exchanged with any current or former lender of Seller (whether internal or external), and financial analyses, budgets and projections (by whomsoever prepared) relating to the Property or otherwise; (K) except as otherwise expressly provided herein, all software of any kind or nature whatsoever, such exclusion to include, without limitation, applications software and computer software, databases, programs, archive media, backup media, electronic data, documentation, manuals and codes used by Seller in connection with the management, operation and maintenance of the Property; (L) any trademarks, trade names or other intellectual property not exclusively relating to the Real Property, such exclusion to include, without limitation, the tradename “The Dallas Morning News” and any of its Affiliates2 variant thereof, and (M) any personal property, fixtures or equipment related to the Seller’s printing operation that are removed from the Property prior to the Closing Date, other than the contracts set forth matters listed on Schedule 2.2.1; 2.2.2 Cash or bank accounts of Sellers; 2.2.3 Accounts receivable, notes receivable, employee receivables and other receivables; 2.2.4 Proprietary trade names, trademarks, service marks, logos, trade dress, insignia, and imprints of Sellers and all signs whose purpose is to display any of the foregoing and all forms and documents which incorporate any of the foregoing; 2.2.5 All Intellectual Property other than the Transferred Intellectual Property. 2.2.6 All rights to any of Sellers’ claims 1.2 attached hereto (whether or not filed) for any federal, state, local, or foreign Income Tax or Tax refunds or carrybacks. 2.2.7 The following documents: (A) all minute books, tax returns, partnership documents of Sellers or any of their Affiliates as well as other business records or related documents of Sellers or any of their Affiliates that are not related to the Assets; and (B) all records that are (i) covered by the attorney-client privilege or work product doctrine, except to the extent such documents relate to claims or litigation included in the Assumed Liabilities (provided that such documents shall be subject to a joint defense agreement to be entered by Sellers and Purchaser before such documents are provided), (ii) not readily severable from Sellers’ general records through diligent efforts, or (iii) required by applicable Law to be retained by Sellers or any of Sellers’ Affiliates in its care, custody, or control. 2.2.8 All rights in connection with and assets of any employee benefit or similar plans. 2.2.9 All insurance policies and rights thereunder, except as provided in Section 14.2. 2.2.10 The capital stock of any Affiliate of any Seller. 2.2.11 Any other properties or assets of Sellers not specifically described herein as being part of the “AssetsSpecified Personal Property”). This paragraph shall survive the Closing.”

Excluded Property. Notwithstanding anything else to the contrary in this Agreement, including, but not limited to, Sections 1.1 and 1.2 above, the Assets exclude the following property, assets, rights and interests set forth in this Section 1.3 (collectively, the “Excluded Property”):) are excluded from the Property: 2.2.1 Intra-company (a) subject to Section 10 hereof, accounts receivable for periods prior to and contracts of Sellers includingincluding the Apportionment Time; (b) tax deposits, without limitation, any accounts utility deposits and contracts between any Seller and any of its Affiliates, other deposits held by parties other than the contracts set forth on Schedule 2.2.1Seller, except for any transferable deposits assigned to Purchaser, for which Seller is to be reimbursed as herein provided; 2.2.2 Cash (c) any tax, insurance, FF&E, capital improvement and/or other escrows, impounds or bank accounts of Sellers; 2.2.3 Accounts receivable, notes receivable, employee receivables and other receivables; 2.2.4 Proprietary trade names, trademarks, service marks, logos, trade dress, insignia, and imprints of Sellers and all signs whose purpose is to display any of the foregoing and all forms and documents which incorporate any of the foregoing; 2.2.5 All Intellectual Property other than the Transferred Intellectual Property. 2.2.6 All rights to any of Sellers’ claims (whether or not filed) for any federal, state, local, or foreign Income Tax or Tax refunds or carrybacks. 2.2.7 The following documents: (A) all minute books, tax returns, partnership documents of Sellers reserves held by Seller’s lender or any of their Affiliates as well as other business records or related documents of Sellers or any of their Affiliates that are not related to the Assets; and (B) all records that are (i) covered by the attorney-client privilege or work product doctrineparty, except to the extent such items are specifically assigned to Purchaser and for which Seller receives a credit at Closing; (d) all checks, drafts, notes and other evidence of indebtedness held by Seller on the Closing Date, and any balances on deposit with banking institutions relating to the Real Property, including amounts held in “house banks;” (e) any personnel files, employment agreements and employee benefit plans and related documents relate and information; (f) any and all Personalty owned by guests or employees of the Seller or by a vendor, tenant or any other third party distinct from Seller; (g) any rights held by Seller to receive or recover property, debt, or damages on a cause of action, or rights to assert claims or litigation included defenses, whether pending or not and whether arising in the Assumed Liabilities (provided that such documents shall be subject to a joint defense agreement to be entered by Sellers and Purchaser before such documents are provided)contract, (ii) not readily severable from Sellers’ general records through diligent effortstort, or (iii) required by applicable Law otherwise, including rights to be retained by Sellers indemnification, damages for breach of warranty or any of Sellers’ Affiliates other event or circumstance, judgments, settlements, and proceeds from judgments and settlements, to the extent related to the Existing Litigation (as that term is defined in its care, custody, or control.Section 3.1.3 below); 2.2.8 All rights in connection with and assets of any employee benefit or similar plans. 2.2.9 All insurance policies and rights thereunder, (h) except as otherwise provided in this Agreement, Seller’s insurance relating to the Real Property and any insurance claims or proceeds arising out of or relating to events that occur prior to the Closing Date; (i) except as expressly provided in Section 14.2.1.2(n), the logo and marks described on Schedule 1.3(i) hereof; 2.2.10 The capital stock of any Affiliate of any Seller. 2.2.11 Any other properties or assets of Sellers not specifically (j) the logo and marks described herein on Schedule 1.3(j) hereof (which Seller shall cancel effective as being part of the Closing Date); (k) the domain names “Assetsxxxxxxxxxxxxxxxxxx.xxx”, “xxxxxxxxxxxxxxx.xxx” and variations thereof; and (l) except as otherwise provided in Section 11.2 hereof, all tax returns of Seller and all claims, refunds or credits in respect of taxes of Seller for any tax period ending before the Closing.”