Excluded Seller Assets Sample Clauses

Excluded Seller Assets. Notwithstanding the generality of Section 2.01, the following assets (the "Excluded Seller Assets") are not a part of the sale and purchase contemplated by this Agreement and are excluded from the Seller Assets:
Sample 1
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Excluded Seller Assets. Notwithstanding any other provision of this Agreement, Parent and its Affiliates shall retain, and shall not transfer to Newco hereunder or otherwise, and if held by AHCGC, shall cause AHCGC to transfer to Seller or another Affiliate of Parent (other than Newco), as directed by Parent, (i) the assets, rights, privileges, Permits and Contracts listed on SECTION 4.16(b) of the Disclosure Schedule, (ii) the assets which are both (x) owned, leased or licensed and used by Parent or its Affiliates (other than Seller or AHCGC) in providing services that are listed in SECTION 2.18(b) of the Disclosure Schedule and (y) if a tangible asset, not located at any Facility, (iii) the working capital assets and other financial assets provided by Parent and its Affiliates (other than Newco or AHCGC) which are not included in the definition of Net Working Capital, (iv) the assets (x) owned, leased or licensed that will be used by Parent or its Affiliates (other than Seller or AHCGC) to provide services to Purchaser and the New Group under the Transition Services Agreement and (y) are not located at any Facility, (v) the capital stock and other equity interests of any Person other than AHCGC and Newco held by Seller, (vi) the Former Properties, and (vii) the Shared Assets (the privileges, assets, rights, Permits and Contracts described in clauses (i)-(vii) above are collectively referred to herein as the "EXCLUDED SELLER Assets"). Notwithstanding the foregoing, the Excluded Seller Assets shall not include any Specified Seller Asset.
Sample 1
Excluded Seller Assets. Notwithstanding anything to the contrary set forth in Section 1.1 hereof, all assets of Seller that are not included in the Transferred Assets, including any assets listed on Schedule 1.2 of the Disclosure Memorandum, will be retained by Seller (collectively, the “Excluded Assets”).
Sample 1
Excluded Seller Assets. Notwithstanding any provision to the contrary in Section 2.01, and except as otherwise provided in the Employee Matters Agreement and the Transition Services Agreement, the Seller shall retain all of its right, title and interest in and to, and shall not, and shall not be deemed to, Transfer to the Purchaser, and the Transferred Assets shall not, and shall not be deemed to, include any of the following assets, properties and rights of the Seller or its Subsidiaries (other than the Education Entities) (all such retained assets, properties and rights, the “Excluded Seller Assets” and, together with the Excluded Education Assets, the “Excluded Assets”):
Sample 1
Excluded Seller Assets. Section 2.02(f) is amended to read as follows: "(f) all membership, ownership or investment interests of any Seller in any other Seller, in the Foundation and, subject to Section 5.25, in the RML Partnership;"
Sample 1

Related to Excluded Seller Assets

  • Excluded Assets Notwithstanding the foregoing, the Purchased Assets shall not include the following assets (collectively, the “Excluded Assets”):

  • Included Assets The Assets referred to in Section 1.1(a)(ii) shall include, without limitation, the following assets, properties and rights of Seller used directly or indirectly in the conduct of, or generated by or constituting, the Business, except as otherwise expressly set forth in this Agreement:

  • Transferred Contracts As of the date hereof, except for Excluded Contracts, the Contracts listed on Schedule 1.1(bbbb) are all of the Contracts between Seller and any third party. Except for copies of purchase orders entered into by Seller in the ordinary course of business and consistent with past practices that have not been provided to Buyer, true and complete copies of all Contracts listed on Schedule 1.1(bbbb) (including all amendments, schedules and exhibits thereto) have been delivered to Buyer. Each Transferred Contract or Lease Agreement is in full force and effect and Seller is not in breach thereof, nor to Seller’s Knowledge is any party obligated to Seller pursuant to any such Transferred Contract or Lease Agreement in breach thereof. Seller has neither breached, violated nor defaulted under, nor received notice that Seller has breached, violated or defaulted under, any of the terms or conditions of any Transferred Contract or Lease Agreement. Seller has obtained, or will obtain prior to the Closing, all necessary consents, waivers and approvals of parties to any Transferred Contract or Lease Agreement as are required thereunder in connection with the Closing, or for any such Transferred Contract or Lease Agreement to remain in full force and effect without limitation, modification or alteration after the Closing. Following the Closing, Buyer will be permitted to exercise all of the rights Seller had under the Transferred Contracts without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments which Seller would otherwise be required to pay pursuant to the terms of such Transferred Contracts had the transactions contemplated by this Agreement and the Collateral Agreements not occurred. Seller has not received any notice regarding any actual, alleged, possible or potential violation or breach of, or default under, any Transferred Contract or Lease Agreement. Seller has not waived any right under any Transferred Contract. To the Knowledge of Seller, each Person against whom Seller has or may acquire any rights under any Transferred Contract is able to satisfy all of such Person’s current and future monetary obligations and other obligations and liabilities thereunder. No Person is renegotiating, or has the right to renegotiate, any amount paid or payable to Seller or owed by Seller under any Transferred Contract or Lease Agreement or any other term or provision of any Transferred Contract or Lease Agreement. Seller has not guaranteed or otherwise agreed to cause, insure or become liable for, nor pledged any of its assets to secure, the performance or payment of any obligation or other liability of any other Person.

  • Acquired Assets Subject to the terms and conditions of this Agreement, at and as of the Closing, Seller shall sell, assign, convey, transfer and deliver to Purchaser, and Purchaser shall purchase, acquire and take assignment and delivery of, all of the assets (wherever located) (other than the Excluded Assets) that are owned by Seller or that are used by Seller in the Business, in each case free and clear of all Liens, including all of Seller’s right, title and interest in and to the following:

  • Excluded Transactions The Company shall not be obligated to effect any registration of Registrable Securities under this Section 2.1 incidental to the registration of any of its Securities in connection with:

  • Assumed Liabilities Subject to the terms and conditions set forth herein, Buyer shall assume and agree to pay, perform and discharge only the following Liabilities of Seller (collectively, the “Assumed Liabilities”), and no other Liabilities:

  • Other Assets Sold Upon receipt of Instructions and except as otherwise provided herein, the Custodian shall receive payment for and deliver other Assets for the account of a Fund as provided in Instructions.

  • Purchased Assets Subject to the terms and conditions of this Agreement, at the Closing, each Seller shall sell, convey, assign, transfer and deliver to the Buyer, and the Buyer shall purchase, free and clear of all Encumbrances, all right, title and interest of such Seller in and to the following Assets (collectively, the “Purchased Assets”):

  • Transferred Assets (a) As of the Effective Time (as defined in Section 2.1) and upon the terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Purchaser, and Purchaser will purchase from Seller, all of the transferable rights, title and interests of Seller in the following assets associated with the Banking Centers and identified in this Agreement and the Schedules and Exhibits hereto, and not otherwise excluded pursuant to the provisions of Subsection 1.1(b):

  • Shared Contracts (a) Except as set forth on Schedule VIII, the Parties shall, and shall cause the members of their respective Groups to, use their respective reasonable best efforts to work together (and, if necessary and desirable, to work with the third party to such Shared Contract) in an effort to divide, partially assign, modify or replicate (in whole or in part) the respective rights and obligations under and in respect of any Shared Contract, such that (a) a member of the SpinCo Group is the beneficiary of the rights and is responsible for the obligations related to that portion of such Shared Contract relating to the SpinCo Business (the “SpinCo Portion”), which rights shall be a SpinCo Asset and which obligations shall be a SpinCo Liability, and (b) a member of the Nuance Group is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract not relating to the SpinCo Business (the “Nuance Portion”), which rights shall be a Nuance Asset and which obligations shall be a Nuance Liability. Nothing in this Agreement shall require the division, partial assignment, modification or replication of a Shared Contract unless and until any necessary Consents are obtained or made, as applicable. If the Parties, or their respective Group members, as applicable, are not able to enter into an arrangement to formally divide, partially assign, modify or replicate such Shared Contract prior to the Distribution as contemplated by the previous sentence, then the Parties shall, and shall cause their respective Group members to, cooperate in any reasonable and permissible arrangement to provide that, following the Distribution, a member of the SpinCo Group shall receive the interest in the benefits and obligations of the SpinCo Portion under such Shared Contract and a member of the Nuance Group shall receive the interest in the benefits and obligations of the Nuance Portion under such Shared Contract, it being understood that no Party shall have Liability to the other Party for the failure of any third party to perform its obligations under any such Shared Contract.

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