Assumed and Excluded Liabilities (a) The “
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:
Excluded Assets Notwithstanding the foregoing, the Purchased Assets shall not include the following assets (collectively, the “Excluded Assets”):
Assumed Business Names Borrower has filed or recorded all documents or filings required by law relating to all assumed business names used by Borrower. Excluding the name of Borrower, the following is a complete list of all assumed business names under which Borrower does business: None.
Excluded Acts To indemnify Indemnitee for any acts or omissions or transactions from which a director may not be relieved of liability under applicable law;
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:
Excluded Subsidiaries The Borrower:
Other Business and Financial Information The Borrower will deliver to each Lender:
Assumed Liabilities; Excluded Liabilities (a) Pursuant to the terms and subject to the conditions of this Agreement, at the Closing, Seller shall sell, convey, deliver, transfer and assign to Buyer (or its designated Affiliate), and Buyer (or its designated Affiliate) shall assume from Seller the Assumed Liabilities.
Other Excluded Assets All of Seller’s right, title and interest in and to all of its other assets (except for the Acquired Assets).