Common use of Assets Not Being Transferred Clause in Contracts

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. Seller will retain and Buyer will not purchase Anything contained in Section 1.1 or elsewhere in this Agreement to the contrary notwithstanding, there are expressly excluded from the Purchased Assets the following Assets (the "Excluded Assets"): A. All (a) cash, cash equivalents and securities held by Sellers as of Sellerthe Closing; (b) accounts receivable of Sellers arising prior to the Closing Date and any amounts outstanding that have been invoiced by Sellers prior to the Closing Date, in each case whether current or noncurrent; (c) all insurance claims (and related policies) and all rights under any insurance policy, insurance reserves and accruals, insurance deposits, including reserves, deposits, dividends, refunds or premium adjustments relating to worker's compensation, insurance prepayments and all rights thereunder with respect to claims arising prior to the Closing, except to the extent such policy insures for occurrences that are included in the Assumed Liabilities (it being understood however that Sellers will not be obligated to take any action under any such policy to seek any recovery on behalf of Purchaser with respect to such Assumed Liabilities); (d) the Supplied Production Components listed in Section 1.2(d) of the Seller Disclosure Schedule and the Finished Goods (the "Excluded Inventory"); (e) all prepayments, prepaid expenses, advances, credits from suppliers and deposits with or paid to third parties, except as are paid for by Purchaser pursuant to Section 3.4 hereof; (f) all of Sellers' (and their Affiliates') right, title and interest under or related to this Agreement in their Employee Plans and the related Assets, except the Assumed Employee Plans (the "Excluded Employee Plans"); (g) all rights in either Seller's corporate charters, qualifications to do business as a foreign corporation, arrangements with registered agents relating to such qualifications, taxpayer or other Transaction Agreementsidentification numbers, includingseals, without limitationminute books, the consideration delivered pursuant to stock transfer books, and blank stock certificates of Sellers; (h) all of Sellers' rights arising under 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) all rights to receive mail and other communications addressed to Sellers, or addressed to any of the Facilities, solely to the extent that following the Closing Selling Parties receive any cash that constitutes an Acquired Asset such mail or other communication relates solely to an Assumed LiabilityExcluded Assets or Excluded Liabilities, Selling Parties shallwhich mail and communications shall be promptly forwarded by Purchaser to Sellers; (j) all rights, as soon as practicable after receipt thereofrecoveries, turn over such cash refunds, credits, counterclaims, rights to Buyeroffset, other rights, choses and Proceedings (iiknown or unknown, matured or unmatured, accrued or contingent) for Taxes relating to the extent that following the Pre-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 PartiesTax Period; D. Deferred tax assets(k) all rights to claims, if anyrefunds, causes of action, choses in actions, rights of recovery, rights of set-off and similar rights in favor of Sellers of any other assets that, as a result kind relating to or arising out of the acquisitionPre-Closing Period, will or relating to the Excluded Assets or Excluded Liabilities (unless any such rights can be written off by Buyer, as identified on Schedule 2.3, which will be prepared by Buyerallocated to the Purchased Assets or the Assumed Liabilities and then less such allocable amount); E. Insurance policies relating (l) any and all personnel and employment records of or related to the operation of the Facilities or otherwise related to Sellers' personnel, whether or not maintained at or by the Facilities, other than those personnel records included in the Purchased Assets under Section 1.1(a)(viii); (m) the Assets related exclusively to the separate marketing and sales, credit and collections, technology and customer service located at the facility in Fishers, Indiana which are set forth in Section 1.2(m) of the Seller Disclosure Schedule hereof; (n) the Excluded Contracts; (o) any and all Equity Interests owned by Sellers; (p) the rights to any Excluded Contracts of Sellers' and their Affiliates' tradenames, trademarks, service marks (whether or Excluded Construction Claimsnot registered), including, the use of the name "UML," "UMVD," "UMG" or any formulation including the word "Universal," except as permitted in Section 1.1(a)(xii) in connection with the provision of services to Sellers and their Affiliates or the use of any name under which the U.S. Business prior to Closing has done business; F. Employee benefit plans maintained by Selling Parties;

Assets Not Being Transferred. Seller will retain and Buyer will not purchase the following ("Excluded AssetsEXCLUDED 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); providedPROVIDED, howeverHOWEVER, 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 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. 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 will retain to be sold, transferred, assigned, and Buyer will not purchase delivered to the Purchaser at the Closing (as defined below) the following (the "Excluded Assets"): A. (a) All leasehold interests of Seller ("Excluded Leases") in facilities not included within the Acquired Facilities (the "Excluded Facilities"), all as listed in Schedule 1.2(a), and all furniture, leasehold improvements, fixtures, equipment, supplies, and tools for maintenance and repair located at the Excluded Facilities ("Excluded FFE"), as listed on Schedule 1.2(a), which Schedule shall be updated as of the Closing Date; (b) Individual life insurance policies on executives of Seller, as listed in Schedule 1.2(b) ("Excluded Policies"), which Schedule shall be updated as of the Closing Date; (c) Accounts receivable from affiliates of Seller; (d) Unamortized loan origination fees and prepayments of insurance premiums; (e) All of Seller's right, title and interest under or related to this Agreement and the other Transaction AgreementsAgreement, including, without limitation, the consideration delivered to Seller pursuant to this Agreement; B. Minute (f) The minute books, stock transfer ledgers books, seals, blank share certificates, and original accounting records other documents and things relating to organizational matters and the existence of SellerSeller as a corporation and the corporate tax returns of Seller (the "Excluded Records"); C. Cash and cash equivalents (including cash set aside as self-insurance for Construction Claims or other liabilitiesg) Cash, provided that such cash will not then be treated as part of Liability Reserves); providedreal estate loans, 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 anystockholder loans, and any other assets thatloans not specifically purchased hereunder; and 87 (h) Seller's right, as a result of the acquisitiontitle, will be written off by Buyer, as identified on Schedule 2.3, which will be prepared by Buyer; E. Insurance policies and interest relating to any Excluded Contracts assets, rights, and properties of Seller, wherever located, whether tangible or Excluded Construction Claims; F. Employee benefit plans maintained by Selling Parties;intangible, unrelated to the Business.

Assets Not Being Transferred. Anything contained in this Agreement to the contrary notwithstanding, there are expressly excluded from the Purchased Assets the following: (a) the consideration delivered to the Seller will retain and Buyer will not purchase pursuant to this Agreement; (b) all assets used primarily in connection with the following ("Excluded Assets"): A. All of Seller's rightcorporate functions (including, title but not limited to, corporate charters, seals, minute books, stock transfer ledgers, taxpayer and interest under other identification numbers, tax returns, tax information and tax records), whether or not used for the benefit of the Business; (c) claims or rights against third parties relating to any Excluded Asset or Excluded Obligation; (d) all records relating to pending lawsuits to which the Seller is a party and which involve the Business; (e) all assets related to or owned by any Employee Plan; (f) all cash on hand or held on deposit on the Closing Date and owned by the Seller and related to the Business, to the extent not reflected on the Closing Balance Sheet; (g) the Seller's rights, claims or causes of action relating hereto or any Related Document; (h) all refunds of any Tax for which the Seller is liable pursuant to this Agreement; (i) all liabilities or obligations under any contracts, agreements, licenses, personal property leases, commitments, purchase orders, sales orders, and other agreements not effectively assigned under this Agreement and or under any Related Document; (j) any information or records of the other Transaction AgreementsSeller, including, without limitation, financial records, used by the consideration delivered Seller or its Affiliates in connection with the conduct of its, or their, respective businesses generally and not relating primarily to the Purchased Assets or the Business; and (k) any right or interest in the tradenames or brand names "Bell," "Giro," "Rhode Gear," "Vistalite," "Blac▇▇▇▇▇," "BSI," "Bike Star," "Copper Canyon," "Cycle Products," "Bike Xtras," "Cycle Tech" or "Spoke Hedz," other than as specifically contemplated by Section 6.8 hereof. For convenience of reference, the assets, properties, interests in properties and rights of the Seller which do not constitute Purchased Assets pursuant to Section 1.1 or Section 1.2 are collectively called the "Excluded Assets" in 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;.