Assets Not Being Transferred Clause Samples

Assets Not Being Transferred. Seller will retain and Buyer will not purchase the following ("Excluded Assets"): A. All of Seller's right, title and interest under or related to this Agreement and the other Transaction Agreements, including, without limitation, the consideration delivered pursuant to this Agreement; B. Minute books, stock transfer ledgers and original accounting records of Seller; C. Cash and cash equivalents (including cash set aside as self-insurance for Construction Claims or other liabilities, provided that such cash will not then be treated as part of Liability Reserves); provided, however, that (i) to the extent that following the Closing Selling Parties receive any cash that constitutes an Acquired Asset or relates to an Assumed Liability, Selling Parties shall, as soon as practicable after receipt thereof, turn over such cash to Buyer, and (ii) to the extent that following the Closing Parent or Buyer receives any cash that constitutes an Excluded Asset or relates to an Excluded Liability, Parent and Buyer shall, as soon as practicable after receipt thereof, turn such cash over to Selling Parties; D. Deferred tax assets, if any, and any other assets that, as a result of the acquisition, will be written off by Buyer, as identified on Schedule 2.3, which will be prepared by Buyer; E. Insurance policies relating to any Excluded Contracts or Excluded Construction Claims; F. Employee benefit plans maintained by Selling Parties;

Assets Not Being Transferred. Except for the Purchased Assets, on the Closing Date, the Sellers are not selling, leasing, conveying, assigning, licensing, transferring or delivering to Purchaser, and Purchaser is not purchasing or acquiring any other Assets of the Sellers, including any of the Assets listed on Schedule 1.2.

Assets Not Being Transferred. All assets, properties, interests in properties, and rights of the Seller not expressly identified in Section 1.1 or the schedules referenced therein (the "Excluded Assets") are expressly excluded from the assets of the Seller being sold, assigned, or otherwise transferred to the Buyer. Without limiting the generality of the foregoing, the initial contributions made by the Seller (and/or by any of the physicians who are members of the medical group operated by the Seller) to Cooperative of American Physicians, Inc./Mutual Protection Trust in respect of professional liability coverage are Excluded Assets, and any refunds in respect of such contributions shall be the property of the Seller (and/or of such physicians).

Assets Not Being Transferred. (a) Anything contained in SECTION 1.1 or elsewhere in this Agreement to the contrary notwithstanding, the following are expressly excluded from the Purchased Assets: (i) the consideration delivered to the Asset Sellers pursuant to this Agreement; (ii) cash and cash equivalents of the Asset Sellers on hand and in banks; (iii) assets located at the Facilities but owned by third Persons; (iv) all right, title, and interest of the Asset Sellers in, to, and under all Contracts which are not Assigned Contracts; (v) insurance policies and rights and obligations thereunder, subject to SECTION 7.9; (vi) the minute books and ownership record books of the Asset Sellers; (vii) the capital stock of or other equity interests in the Asset Sellers; (viii) any assets relating to any Employee Benefit Plan of NetOptix, Leisegang and Galenica; (ix) the real property which is part of the Massachusetts and Florida Facilities and any leases for that real property, and any related leasehold improvements; (x) the name "Galileo" and derivatives, and any rights thereto or registrations thereof; (xi) the office furniture and equipment (consisting of desks, chairs, tables, bookcases, partitions and cubicle spaces, personal computers, printers and other equipment) which are located on the Non-Subleased Premises and which are not connected with the employees of Leisegang hired at the Closing by the Purchaser; and

Assets Not Being Transferred. (a) Anything contained in Section 1.1 or elsewhere in this Agreement to the contrary notwithstanding, the Purchased Assets exclude all assets which are not specifically referred to in Section 1.1(a) including the following: (i) all right, title, and interest of the Company in, to, and under all Contracts which are not Assigned Contracts; (ii) the minute books, ownership record books and Tax Returns, Tax information and Tax records of the Company; (iii) any assets relating to any Employee Benefit Plan; (iv) any Tax refunds; and (v) all insurance claims not related to the Purchased Assets. (b) For convenience of reference, any assets of the Company which are not included in the Purchased Assets are collectively called the "Excluded Assets" in this Agreement.

Assets Not Being Transferred. Sellers shall retain and Buyers shall not purchase the following ("EXCLUDED ASSETS"): A. All of Sellers' right, title and interest under or related to this Agreement, the Real Property Agreement or the Asset Agreement, including, without limitation, the consideration delivered pursuant to this Agreement. B. Minute books, stock transfer ledgers and membership ledgers of the Sellers. C. The right to all refunds, buyins or deposits relating to utilities and infrastructure improvements, including, without limitation, deposits relating to the Trailwood project. D. The right to receive deposits or assets pledged by American West or any of Sellers (and not reflected as assets on the Closing Balance Sheet) relating to performance bonds. E. The stock of HC Builders and membership interests in HC Sales. F. Any deferred tax assets.

Assets Not Being Transferred. On the Closing Date, the Company is not contributing, leasing, conveying, assigning, licensing, transferring or delivering to NewCo, and NewCo is not accepting or acquiring, any of the following Assets of the Company (all such Assets collectively, the “Excluded Assets”): the equity interests in the Real Estate Entity and any residual interests in the Real Estate Assets, if any.

Assets Not Being Transferred. Anything contained in Section 1.1 or elsewhere herein to the contrary notwithstanding, there are expressly excluded from the assets, properties, interests in properties and rights of the Seller to be sold, transferred, conveyed and assigned to the Buyer the following (collectively, the "Excluded Assets"): (i) the consideration delivered to the Seller pursuant to this Agreement; (ii) originals of financial and accounting records, the minute books, ownership record books and information, originals of all financial statements and information and Tax Returns; (iii) all right, title and interest in, to and under the assets set forth on SCHEDULE IV; (iv) all rights and interests of the Seller and the Shareholders in, to and under the Contracts listed on SCHEDULE V (the "Retained Contracts"); (v) all rights and interest of the Seller in the account receivable of the Seller in the amount of $60,000 representing an amount owed to the Seller by ▇▇▇ ▇▇▇▇▇▇▇▇▇; and (vi) all assets, interests and rights related to or owned by any Employee Plan, sponsored or maintained by the Company or any of its ERISA Affiliates.

Assets Not Being Transferred. Anything contained in Article 2 hereof ----------------------------- to the contrary notwithstanding, there are expressly excluded from the assets, properties and rights to be transferred, conveyed and assigned to the Buyer the following: (a) the Generic Code and the Other Interests; and (b) those certain other agreements, assets and properties of the Seller, if any, which are specifically listed, described and identified in EXHIBIT 3.1 ----------- attached hereto. For convenience of reference, the assets, properties and rights referred to in this Article 3 which are being retained by the Seller are hereinafter collectively called the "Excluded Assets".