The Excluded Assets. The Purchased Assets shall not include (a) any of the assets, whether tangible or intangible, real or personal, of the Pork Operations of Gold Xxxx'x Pet Food and Animal Health Division, (b) any cash, (c) any insurance policies and the rights to refunds thereunder other than as the parties may agree upon in writing (d) all assets of Gold Xxxx Plans and Programs, (e) any tax refunds, (f) the trade names and trademarks containing the name "Gold Xxxx", "GK" or any variations thereof, (g) any current assets of the Inputs Business that are not included in the Post- Closing Statement of Net Current Asset Value, including any intercompany or intracompany receivables or claims, (h) any causes of action or claims that Gold Xxxx may have against third parties with respect to matters occurring prior to Closing, (i) all assets other than the Records that are located at the Gold Xxxx principal office located at Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx, (x) all assets of any business or business activities of Gold Xxxx which are not part of the Inputs Business, (k) any shares of common stock or patronage preferred stock of CF Industries, Inc. held by Gold Xxxx at the Closing, or (l) any other equity interest or investments (other than the Southern States equity referred to in Section 2.1(j) (the "Excluded Assets").
The Excluded Assets. Seller shall not sell and transfer and shall retain, and Buyer shall not purchase or acquire, all of the following assets and properties of Seller, as follows (collectively, the “Excluded Assets”):
(i) all (A) paper stock, forms and other supplies containing any logos, trade name, trademark or service mxxx, if any, of Seller, other than all signage, (B) desk top and lap top computers, computer monitors and computer servers of Seller, and (C) the specific items of tangible personal property in or at, or affixed to the premises of, the Branches listed on Schedule 2.1(b)(i) hereof (all such items, as the same may be adjusted for inclusion in the Acquired Assets pursuant to Section 6.22 hereof, collectively, the “Excluded Tangible Personal Property”);
(ii) except for the Acquired Intellectual Property, all of Seller’s computer software programs, trade secrets, registered or common law trademarks or trade names, corporate logos and other intellectual property rights, including the name “First Bank” (collectively, the “Excluded Intellectual Property”);
(iii) the (A) Excluded Owned Real Property, if any, and (B) the Excluded Leases, if any, together with the Excluded Leased Real Properties in respect thereof;
(iv) all loans, loan participation interests, Commitments, overdrafts and similar items of the Branches, other than the Loans (the “Excluded Loans”);
(v) all of Seller’s right to recover assets charged off by Seller prior to the Closing;
(vi) all items of real estate that are classified as “other real estate owned” of the Branches on the books and records of Seller;
(vii) Seller’s credit card portfolio;
(viii) foreclosed or repossessed personal property of customers of the Branches, except to the extent any thereof shall constitute collateral for the Loans;
(ix) all assets, Contracts (including Safe Deposit Contracts) and properties of Seller in respect of the Rejected Branches (other than (A) the Books and Records relating to the Loans and Deposits of such Rejected Branches, (B) the Loans (and other items contemplated by Section 2.1(a)(viii)) of such Rejected Branches, and (C) the cash and other cash items of the Branches included in the Acquired Assets pursuant to Section 2.1(a)(i) hereof);
(x) all assets, rights and interests of Seller relating to the Branches in respect of Fiduciary Relationships, except for the Deposits in respect of IRAs and Kxxxx Accounts included in the Acquired Assets or Assumed Liabilities as contemplated by Section 6.20 hereof;
(x...
The Excluded Assets. Notwithstanding anything to the contrary in ------------------- Section
2.1 the Assets (collectively, the "Excluded Assets") of the Seller that are not listed on Exhibit 2.1 hereto are not included in the Purchased Assets.
The Excluded Assets. The Corporation's Assets shall not include the following which shall be and remain the property of the Seller and shall not be transferred or conveyed to Purchaser at Closing (the "Excluded Assets"):
(a) Seller's stock record books, tax returns and minute books;
(b) The items owned by Seller and listed on Exhibit 6.07(b);
(c) All of Seller's rights under this Agreement;
(d) All refunds, whenever paid, relating to payments by or on behalf of Seller prior to the Closing including, without limitation, any federal, state, local or foreign taxes paid by Seller prior to the Closing Date;
(e) All bank accounts of Seller;
(f) All cash, cash equivalents and accounts receivable of Seller;
(g) All computer hardware and software relating to the wide area network of Horizon used by Seller or the Corporation for the operation of the general ledger and accounts payable software applications, which computer hardware and software is more fully described in Exhibit 6.07(g) (the "GL/AP Hardware and Software");
(h) Seller's rights and interests in and to proprietary materials, programs, manuals, promotional materials and other intangibles owned or developed by Seller and used by the Corporation in connection with its operations at the Clinic; provided, however, that Seller hereby agrees to permit Purchaser and/or the Corporation to continue to use, for a period of one hundred eighty (180) days after the Closing.
(i) The Corporation's cash, cash equivalents and accounts receivable (the "Cash and Cash Equivalents"), which the Corporation accrues or receives prior to the Closing.
(j) Any claims which the Corporation may have against third parties relating to or arising from the acts or omissions of third parties prior to the Closing (the "Third Party Claims").
(k) Any refunds to which the Corporation may now or hereafter be entitled relating to payments by or on behalf of the Corporation prior to the Closing including, without limitation, any federal, state, local or foreign taxes paid by the Corporation prior to the Closing Date (the "Refunds").
(l) The bank accounts of the Corporation (the "Bank Accounts").
(m) All of the Corporation's right, title and interest in and to the trade names "RehabWorks" and all other trade names used generally by Continental Medical Systems, Inc., a Delaware corporation ("CMS") (the "Trade Names"); provided, however, that Purchaser shall have the right to continue to use for a period of 60 days after Closing any signs located at the Clinic or any ...
The Excluded Assets. 45 SCHEDULE 6....................................................................46
The Excluded Assets. Seller shall not sell and transfer and shall retain, and Buyer shall not purchase or acquire, all of the following assets and properties of Seller, as follows (collectively, the “Excluded Assets”):
(i) all (A) paper stock, forms and other supplies containing any logos, trade name, trademark or service xxxx, if any, of Seller, other than all signage,
The Excluded Assets. Seller shall not sell and Acquiror shall not purchase or acquire and the Assets shall not include:
(a) Any cash or cash equivalents owned or held by Seller's bankruptcy estate;
(b) Books and records of the General Partner, including but not limited to, minutes of meeting of directors and stockholders of the General Partner, tax returns and records, books of account and ledgers (except to the extent specifically relating to the Business as currently conducted at the Addis Plant), and such other records having to do with Seller's organization (although access and the ability to copy these documents shall be made available to Acquiror, provided, that, Acquiror will pay all reasonable costs in connection therewith);
(c) All accounts, notes and other receivables of the Seller (other than the Accounts);
(d) All prepaid expenses, advance payments, deposits and other similar assets including, without limitation, prepaid deposits with suppliers and utilities;
(e) All of the (i) issued and outstanding stock of Monochem, Inc. and (ii) equity interests of XXX Management, LLC owned by Seller; and
(f) All of Seller's right, title and interest in its State of Louisiana DEQ Trust.
(g) All intracompany and intercompany accounts of Seller.
(h) All claims of Seller against third parties (including without limitation, (i) all claims of Seller against Occidential Chemical Corporation arising from incidents occurring prior to the Closing Date and (ii) those claims not yet ascertained and/or liquidated) relating to operations of the Business for the period prior to the Closing Date.
(i) All right, title and interest in and use of any "Xxxxxx" name, Seller name and any derivative thereof including, without limitation, all trademarks, service marks, trade dress, logos, domain names, trade names and corporate names in the United States and all other nations throughout the world.
(j) All intellectual property of Seller currently utilized in Seller's production facilities other than the Addis Plant.
The Excluded Assets. The foregoing notwithstanding, but without waiving or limiting the minimum working capital condition set forth in Section 6.8, the Purchased Assets shall not include cash on hand or in bank accounts (the "Excluded Assets").
The Excluded Assets. Other than the Acquired Assets referred to in Section 2.2 above, Buyers are not purchasing or acquiring, and Sellers are not selling or assigning, any assets of Sellers, including, without limitation, as set forth on Schedule 2.3 (the “Excluded Assets”), as such Schedule may be updated by Sellers after the Effective Date.
The Excluded Assets. For purposes of this definition, the number of days that a subscriber account receivable is “past due” will be determined from the first day of the period for which the applicable billing relates.
