Assets Not Transferred Sample Clauses

Assets Not Transferred. Notwithstanding anything to the contrary ---------------------- contained herein, the following assets and properties of Seller are specifically excluded from the Purchased Assets and shall be retained by it (the "Excluded Assets"):

Assets Not Transferred. Notwithstanding anything herein to the contrary, Seller is not selling and transferring, and Purchaser is not purchasing or acquiring, any loans for which Seller is the lender, or any tangible or intangible assets of Seller other than those specifically set forth in Article 2.1 and 2.2.

Assets Not Transferred. The following assets, rights and properties of Seller Parties are specifically excluded from the Assets and shall be retained by Seller Parties (the "Excluded Assets"): (a) The Purchase Price and Seller Parties' rights under this Agreement; (b) Seller Entities' articles of incorporation, corporate seals, minute books, stock books and other corporate or comparable organizational records having to do with the organization and capitalization of the Seller Entities and all income Tax Returns and other records; provided, however, that copies of such Tax Returns shall be provided to Buyer at the Closing and copies of such other materials shall be provided to Buyer upon request; (c) Any Equity Securities of a Seller Entity held by another Seller Entity or Equity Securities of a Seller Entity held by such Seller Entity as treasury securities; (d) All of Seller Parties' insurance policies, contracts, credits, reserves and other sources of funding with respect to any employee benefit Plans, arrangements or agreements; (e) Seller's prepaid expenses listed or described in Section 1.2(e) of the Seller Disclosure Schedule as "Excluded" and Seller's security deposits under leases for real property constituting Excluded Liabilities and deposits with respect to utility services at the premises subject to such leases; (f) Except for the agreements described in clause (ii) of Section 1.1(d), all employment agreements to which a Seller Party is a party; and (g) All assets that are neither (i) listed or described in Section 1.1, in the Seller Disclosure Schedule, in the Financial Statements or on the Preliminary Balance Sheet, as the same may be adjusted pursuant to Section 1.6, nor (ii) used by any Seller Party in the Business.

Assets Not Transferred. Notwithstanding anything herein to the contrary, the following assets are not included in the Assets and shall be retained by Seller (the "Excluded Assets"): (a) except to the extent expressly included in the Assets, all cash and cash equivalent items (except for deposits and prepaid expenses reflected on the Closing Balance Sheet or relating to the Assets or Assumed Liabilities) of Seller, including, without limitation, checking accounts, bank accounts, certificates of deposit, time deposits, securities and the proceeds of accounts receivable collected on or prior to the Closing Date, including uncashed checks in payment thereof received by Seller on or prior to the Closing Date, in each case whether or not relating to the U.S. Business; (b) all rights, properties, and assets which have been used or held for use in connection with the U.S. Business and which shall have been transferred (including transfers by way of sale) or otherwise disposed of on or prior to the Closing, provided such transfers and disposals shall have been in the Ordinary Course and otherwise in accordance with the terms hereof; (c) Seller's corporate charter, qualifications to conduct business, arrangements with registered agents relating to qualifications to conduct business, taxpayer and other identification numbers, seals, minute books, stock transfer books, blank stock certificates, and other documents relating solely to the organization, maintenance and existence of Seller; (d) rights to or claims for refunds or rebates of Taxes and other governmental charges for periods ending on or prior to the Closing Date and the benefit of net operating loss carryforwards, carrybacks or other credits of Seller, whether or not attributable to the U.S. Business, other than those attributable to any Company to the extent such attributes are required to be retained by such Company under applicable law; (e) all insurance policies and rights thereunder, including but not limited to, rights to any cancellation value as of the Closing Date; (f) proprietary or confidential business information, records and policies that relate primarily to any other division of Seller, to Seller generally or to any of Seller's Affiliates, including, without limitation, organization manuals, strategic plans and Tax records and related information; (g) subject to the rights granted in Section 7.7, all "MagneTek" marks, and all trademarks or service marks, trade names, slogans, domain names (including ▇▇▇▇▇▇▇▇.▇▇▇ and ...

Assets Not Transferred. Notwithstanding anything to the contrary in Section 1.1, the following assets, rights and properties of Seller are specifically excluded from the Purchased Assets and shall be retained by Seller (the "EXCLUDED ASSETS"):

Assets Not Transferred. Except for the Assets set forth on Schedules 2.01(a)(1), 2.01(a)(2), 2.01(a)(3)(i) and (ii), 2.01(a)(4)(a) and (b), 2.01(a)(5), 2.01(a)(6)(i) and (ii), 2.01(a)(7), 2.01(a)(8) and 2.01(a)(9) of the Seller's Disclosure Letter, all other properties, assets and rights of every kind and description, whether personal, tangible or mixed, are excluded from the Assets and shall be retained by the Seller, Seller's Affiliates and their Affiliates ("EXCLUDED ASSETS"). Excluded Assets shall include, but shall not be limited to: (1) CASH, CASH EQUIVALENTS AND ACCOUNTS RECEIVABLE. All cash on hand and cash equivalents, including, without limitation, bank accounts and temporary cash investments and all accounts receivable of the Seller, Seller's Affiliates and their Affiliates.

Assets Not Transferred. Notwithstanding anything to the contrary contained herein, the following assets and properties of the Selling Entities, none of which are reflected on the Adjusted June Balance Sheet, are specifically excluded from the Assets and shall be retained by the Selling Entities ("EXCLUDED ASSETS"): (1) CASH, CASH EQUIVALENTS AND EMPLOYEE ACCOUNTS RECEIVABLE. All cash on hand and cash equivalents, including, without limitation, bank accounts and temporary cash investments and all accounts receivable due from any employees of the Selling Entities.

Assets Not Transferred. None of the Company's assets, properties, rights, goodwill, privileges and claims other than those included in the Contributed Assets pursuant to Section 2.1 above (the "Retained Assets") are subject to the contribution, assignment, transfer, conveyance and delivery contemplated hereunder, and the Retained Assets shall remain the property of the Company or, in the case of Third Party Intellectual Property, of the owner of such Third Party Intellectual Property, subject to the rights and licenses, if any, expressly retained by the Company.

Assets Not Transferred. Notwithstanding anything to the contrary contained herein, the following assets and properties of Selling Entities are specifically excluded from the Assets and shall be retained by Selling Entities ("EXCLUDED ASSETS"): (1) CASH, CASH EQUIVALENTS AND EMPLOYEE ACCOUNTS RECEIVABLE. All cash on hand and cash equivalents, including, without limitation, bank accounts and temporary cash investments, and all accounts receivable due from any employees of the Selling Entities.