Assets Not Transferred. Notwithstanding anything herein to the contrary, the following assets are not included in the Transferred Assets and shall be retained by Seller and the Canadian Subsidiary (the “Excluded Assets”): (a) all of Seller’s and its Affiliates’ cash and cash equivalent items, including checking accounts, bank accounts, lock box numbers, certificates of deposit, time deposits, securities, and the proceeds of accounts receivable, including uncashed checks in payment thereof, received or accrued by Seller prior to the Closing Date, and all equity securities of any Person owned by Seller or any of its Affiliates; (b) the Non-North America Navigator Platforms; (c) the Non-North America Intellectual Property; (d) all rights of Seller under the Excluded Leases; (e) rights to or claims for refunds or rebates of Taxes and other governmental charges and the benefit of net operating loss carryforwards, carrybacks, credits or other tax attributes of Seller and the Canadian Subsidiary; (f) proprietary or confidential business information, records and policies that relate generally to Seller and the Canadian Subsidiary and are not used, held for use, intended to be used in or otherwise necessary to conduct the North America Business, including organization manuals, Tax records and related information; (g) all causes of action, claims and rights against third parties with respect to the Retained Litigation; (h) all other assets used exclusively in connection with Seller’s corporate functions (including the corporate charter, qualifications to conduct business as a foreign corporation, arrangements with registered agents relating to foreign qualifications, taxpayer and other identification numbers, seals, minute books and stock transfer records and other documents relating to the organization, maintenance, and existence of Seller as a corporation); (i) all assets in respect of any Employee Benefit Plan, other than those, if any, assigned pursuant to Section 7.10; (j) all tangible personal property not used, held for use or intended to be used in the North America Business, wherever located, including all machinery, equipment, furniture, furnishings, software, hardware and vehicles, or all tangible personal property used specifically in connection with Seller’s corporate functions and described on Schedule 2.2(j); (k) all insurance policies and rights under the Employee Benefit Plans, other than the insurance contracts, if any, assumed pursuant to Section 7.10; (l) all of Seller’s books and records and other documents related to the sale of the North America Business and negotiations with other parties; and (m) all accounts receivable, or portions thereof, attributable to or arising out of the North America Business billed or accrued with respect to the period prior to the close of business on the Closing Date, but excluding the Employee Receivables.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Liberate Technologies), Asset Purchase Agreement (Liberate Technologies)
Assets Not Transferred. Notwithstanding anything herein to the contrary, the following assets are not included in the Transferred Assets and shall be retained by Seller and the Canadian Subsidiary Sellers (the “"Excluded Assets”"):
(a) all of Seller’s and its Affiliates’ cash and cash equivalent itemsitems (except as described in Section 2.1(h) and except for deposits and prepaid expenses reflected on the Closing Balance Sheet and relating to Assumed Liabilities) of Sellers, including including, without limitation, checking accounts, bank accounts, lock box numbersfiles, certificates of deposit, time deposits, securities, securities and the proceeds of accounts receivable, including uncashed checks in payment thereof, thereof received by Sellers on or accrued by Seller prior to the Closing Date, and all equity securities of any Person owned by Seller in each case whether or any of its Affiliatesnot relating to the Columbus Business;
(b) all rights, properties and assets which have been used or held for use in connection with the Non-North America Navigator PlatformsColumbus Business and which shall have been transferred (including transfers by way of sale) or otherwise disposed of prior to the Closing; PROVIDED, such transfers and disposals shall have been in the ordinary course of the business of the Columbus Business as conducted at the date hereof;
(c) the Non-North America Intellectual Property;
(d) all rights of Seller under the Excluded Leases;
(e) 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, credits carrybacks or other tax attributes credits of Seller Sellers, whether or not attributable to the Columbus Business;
(d) claims or rights against third parties, except those arising with respect to events or breaches occurring after the Closing Date under the Assigned Contracts; PROVIDED, HOWEVER, that any rights of indemnification, contribution or reimbursement that may exist under the Assigned Contracts in respect of Excluded Assets or Excluded Liabilities hereunder shall be Excluded Assets;
(e) all insurance policies and rights thereunder, including, but not limited to, rights to any cancellation value as of the Canadian SubsidiaryClosing Date;
(f) proprietary or confidential business or technical information, records and policies that relate to any other division of either Seller, to Sellers generally or to Seller the division of which the Columbus Business forms a part generally, or any of either Sellers' Affiliates, including, without limitation, organization manuals and strategic plans, but subject to the Canadian Subsidiary and are not used, held for use, intended to be used in or otherwise necessary to conduct the North America Business, including organization manuals, Tax records and related informationSharing Agreement;
(g) all causes of action, claims and rights against third parties with respect subject to the Retained Litigation;
(h) limited rights granted in Section 8.7 and pursuant to the Sharing Agreement, the Trademark License Agreement and Tradename License Agreement, all "MagneTek" and "NEC" marks, the NECCOBOND trademark, and all trademarks or service marks, trade names, slogans or other assets used exclusively in connection with Seller’s corporate functions (like property relating to or including the corporate charternames "MagneTek," "National Electric Coil" or "NEC," "NECCO", qualifications to conduct business as a foreign corporationthe ▇▇▇▇ MagneTek or NEC, arrangements with registered agents relating to foreign qualifications, taxpayer and other identification numbers, seals, minute books and stock transfer records and other documents relating to the organization, maintenanceor any derivative thereof, and existence of Seller as a corporation);
(i) all assets in respect of the MagneTek or NEC logo or any Employee Benefit Planderivative thereof, and the name "Energy Engineered," the "Power M" design, and any derivative thereof, and Sellers' proprietary computer programs or other than those, if any, assigned pursuant to Section 7.10;
(j) all tangible personal property not used, held for use or intended to be used in the North America Business, wherever located, including all machinery, equipment, furniture, furnishings, software, hardware and vehicles, or all tangible personal property used specifically in connection with Seller’s corporate functions and described on Schedule 2.2(j);
(k) all insurance policies and rights under the Employee Benefit Plans, other than the insurance contracts, if any, assumed pursuant to Section 7.10;
(l) all of Seller’s books and records and other documents related to the sale of the North America Business and negotiations with other parties; and
(m) all accounts receivable, or portions thereof, attributable to or arising out of the North America Business billed or accrued with respect to the period prior to the close of business on the Closing Dateincluding, but excluding the Employee Receivables.not limited to, Sellers' proprietary databases, accounting and reporting formats, systems and procedures;
Appears in 1 contract
Assets Not Transferred. Notwithstanding anything herein to the contrary, the following assets are not included in the Transferred Assets and shall be retained by Seller and the Canadian Subsidiary (the “"Excluded Assets”"):
(a) all of Seller’s and its Affiliates’ cash and cash equivalent itemsitems (except as described in Section 2.1(i) and (k)) including, including without limitation, checking accounts, bank accounts, lock box numbers, certificates of deposit, time deposits, securities, and the proceeds of accounts receivable, including uncashed checks in payment thereof, received or accrued by Seller on or prior to the Closing Date, and all equity securities of any Person owned by Seller or any of its Affiliates;
(b) all rights, properties, and assets which have been used or held for use in connection with the Non-North America Navigator PlatformsBusiness and which shall have been transferred (including transfers by way of sale) or otherwise disposed of prior to the Closing, PROVIDED such transfers and disposals shall have been in the ordinary course of the business of the Business as conducted at the date hereof;
(c) the Non-North America Intellectual Property;
(d) all rights of Seller under the Excluded Leases;
(e) 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, credits carrybacks or other tax attributes credits of Seller Seller, whether or not attributable to the Business;
(d) claims or rights against third parties not described in Section 2.1(l), except those arising with respect to events or breaches occurring after the Closing Date under the Assigned Contracts; PROVIDED, HOWEVER, that any rights of indemnification, contribution or reimbursement that may exist under the Assigned Contracts in respect of Excluded Assets or Excluded Liabilities hereunder shall be Excluded Assets;
(e) all of Seller's right, title and interest in the Canadian Subsidiaryassets sold pursuant to the Generator Agreement;
(f) proprietary or confidential business or technical information, records and policies that relate generally to Seller and the Canadian Subsidiary and are not used, held for use, intended to be used primarily in or otherwise necessary to conduct the North America Business, including including, without limitation, organization manuals, strategic plans and Tax records and related information;
(g) all causes of action, claims and rights against third parties with respect subject to the Retained Litigationlimited rights granted in Section 8.7, all "MagneTek" marks, and all trademarks or service marks, trade names, slogans or other like property relating to or including the name "MagneTek," the ▇▇▇▇ "MagneTek," or any derivative thereof, and the "MagneTek" logo or any derivative thereof, the name "Energy Engineered," the "Power M" design or any derivative thereof and Seller's proprietary computer programs or other software, including but not limited to Seller's proprietary data bases, accounting and reporting formats, systems and procedures, but excluding any software developed primarily for the Business;
(h) all Records relating to pending lawsuits (other than any included in the Assumed Liabilities) to which Seller is a party and which involve the Business;
(i) any interests in any joint venture to which any of Sellers is a party;
(j) all notes, drafts and accounts receivable or other obligations for the payment of money made or owed by any Affiliate of Sellers;
(k) all Seller's rights in, to and under any commodity options, puts, calls, forwards or similar agreements with respect to commodities used by the Business;
(l) the Cegled Facility;
(m) the logistics facilities of Seller, whether or not historically used primarily in the Business, set forth on Schedule 2.2(m) and any facility closed by the Business before the Closing Date (collectively with the Cegled Facility, the "Excluded Facilities");
(n) the intellectual property that is licensed as part of the Supply and Service Agreements; and
(o) all other assets used exclusively primarily in connection with Seller’s 's corporate functions (including but not limited to the corporate charter, qualifications to conduct business as a foreign corporation, arrangements with registered agents relating to foreign qualifications, taxpayer and other identification numbers, seals, minute books and stock transfer records and other documents relating to books), whether or not used for the organization, maintenance, and existence of Seller as a corporation);
(i) all assets in respect of any Employee Benefit Plan, other than those, if any, assigned pursuant to Section 7.10;
(j) all tangible personal property not used, held for use or intended to be used in the North America Business, wherever located, including all machinery, equipment, furniture, furnishings, software, hardware and vehicles, or all tangible personal property used specifically in connection with Seller’s corporate functions and described on Schedule 2.2(j);
(k) all insurance policies and rights under the Employee Benefit Plans, other than the insurance contracts, if any, assumed pursuant to Section 7.10;
(l) all of Seller’s books and records and other documents related to the sale benefit of the North America Business and negotiations with other parties; and
(m) all accounts receivable, or portions thereof, attributable to or arising out of the North America Business billed or accrued with respect to the period prior to the close of business on the Closing Date, but excluding the Employee ReceivablesBusiness.
Appears in 1 contract
Assets Not Transferred. Notwithstanding anything herein to the contrary, the following assets are not included in the Transferred Assets and shall be retained by Seller and the Canadian Subsidiary its Subsidiaries (the “"Excluded Assets”):
(a) "): except as otherwise provided in Section 2.1(a)(vi), all of Seller’s 's and its Affiliates’ Subsidiaries' (including the Indian Subsidiary) cash and cash equivalent items, including checking accounts, bank accounts, lock box numbers, certificates of deposit, time deposits, securities, securities and the proceeds of accounts receivable, including uncashed checks in payment thereof, received or accrued by Seller prior to the Closing Date, and all equity securities of any Person owned by Seller or any of its Affiliates;
(b) ; all rights of Seller under the Non-North America Navigator Platforms;
(c) the Non-North America Intellectual Property;
(d) Mutual Release; all rights of Seller under the Excluded Leases;
(e) rights to or claims for refunds or rebates of Taxes and other governmental charges and the benefit of net operating loss carryforwards, carrybacks, credits or other tax attributes of Seller and the Canadian Subsidiary;
(f) ; proprietary or confidential business information, records and policies that in each case relate generally to Seller and the Canadian Subsidiary and are not used, held for use, intended to be used in or otherwise necessary to conduct the North America Sale Business, including organization manuals, Tax records and related information;
(g) all causes of action, claims and rights against third parties with respect to the Retained Litigation;
(h) ; all other assets used exclusively in connection with Seller’s corporate 's corporate, and not operational, functions (including the corporate charter, qualifications to conduct business as a foreign corporation, arrangements with registered agents relating to foreign qualifications, taxpayer and other identification numbers, seals, minute books and stock transfer records and other documents relating to the organization, maintenance, maintenance and existence of Seller as a corporation);
(i) ; all assets assets, trusts or other funding mechanisms in respect of any U.S. Employee Benefit Plan, other than those, if any, assigned pursuant to Section 7.10;
(j) Plans and Non-U.S. Employee Benefits Plans; all tangible personal property not used, held for use or intended to be used in rights under the North America Business, wherever locatedU.S. Employee Benefit Plans and Non-U.S. Employee Benefits Plans; all of Seller's books and records, including all machinerywithout limitation, equipmentTax Returns or records, furniture, furnishings, software, hardware and vehicles, or all tangible personal property used specifically in connection other documents primarily related to the negotiation of the sale of the Sale Business with Seller’s corporate functions and described on Schedule 2.2(j);
(k) other parties; all insurance policies and rights under the Employee Benefit Plans, other than the insurance contracts, if any, assumed pursuant to Section 7.10;
(l) all of Seller’s books and records and other documents related to the sale of the North America Business and negotiations with other partiesproceeds; and
(m) all accounts receivable, or portions thereof, attributable to Seller Products shipped to distributors or arising out of the North America Business billed or accrued with respect to the period customers prior to the close Closing; the ARM License; the assets listed on Schedule 2.2(l); and all Intellectual Property Rights and Technology owned by, or used or held for use by, Seller or any of business on its Subsidiaries other than the Closing DateSale Business Intellectual Property and Sale Business Technology, but excluding including without limitation the Employee ReceivablesIntellectual Property Rights and Technology to be licensed to Purchaser 1 or Purchaser 2 under the Purchaser 1 License Agreement and Purchaser 2 License Agreement and Intellectual Property Licenses (other than the P1 Assigned Contracts and P2 Assigned Contracts).
Appears in 1 contract
Sources: Asset Purchase Agreement (Zilog Inc)
Assets Not Transferred. Notwithstanding anything herein to the contrary, the following assets are not included in the Transferred Assets and shall be retained by Seller and the Canadian Subsidiary (the “"Excluded Assets”"):
(a) all of Seller’s and its Affiliates’ cash and cash equivalent itemsitems including, including without limitation, checking accounts, bank accounts, lock box numbers, certificates of deposit, time deposits, securities, and the proceeds of accounts receivable, including uncashed checks in payment thereof, received or accrued by Seller on or prior to 12:01 A.M. on the Closing Date, and all equity securities of any Person owned by Seller or any of its Affiliates;
(b) the Non-North America Navigator Platforms;
(c) the Non-North America Intellectual Property;
(d) all rights of Seller under the Excluded Leases;
(e) rights to or claims for refunds or rebates of Taxes and other governmental charges and the benefit of net operating loss carryforwards, carrybacks, credits or other tax attributes of Seller and the Canadian Subsidiary;
(f) proprietary or confidential business or technical information, records and policies or portions thereof that relate generally to Seller and the Canadian Subsidiary and are not used, held for use, intended to be used in or otherwise necessary to conduct the North America Business, including including, without limitation, organization manuals, strategic plans and Tax records and related information;
(gc) all notes, drafts and accounts receivable or other obligations for the payment of money made or owed by any Affiliate of Seller;
(d) all causes of action, claims, demands, rights and privileges against third parties that relate to any of the Excluded Assets or Excluded Liabilities, including causes of actions, claims and rights against third parties with respect to the Retained Litigationunder insurance policies relating thereto;
(he) except as set forth in Section 2.1(f), all other assets (excluding Intellectual Property assets, which shall be governed by the Intellectual Property Agreement) used exclusively primarily in connection with Seller’s 's corporate functions (including but not limited to the corporate charter, qualifications to conduct business as a foreign corporation, arrangements with registered agents relating to foreign qualifications, taxpayer and other identification numbers, seals, minute books and stock transfer records and other documents relating to books), whether or not used for the organization, maintenance, and existence benefit of Seller as a corporation)the Business;
(if) all any life insurance policy owned by Seller and any proceeds payable thereunder; PROVIDED HOWEVER, such policies shall be transferred to Buyer if such policies fund any of Seller's pension plans for which assets in respect of any Employee Benefit Plan, other than those, if any, assigned are transferred to Buyer pursuant to Section 7.109.2 hereof;
(jg) all tangible personal property not used, held for use or intended to be used in the North America Business, wherever located, including all machinery, equipment, furniture, furnishings, software, hardware and vehicles, or all tangible personal property used specifically in connection with Seller’s corporate functions and described assets listed on Schedule 2.2(j2.2(g);
(k) all insurance policies and rights under the Employee Benefit Plans, other than the insurance contracts, if any, assumed pursuant to Section 7.10;
(l) all of Seller’s books and records and other documents related to the sale of the North America Business and negotiations with other parties; and
(mh) all accounts receivable, RECLAIM Trading Credit (RTC) used in or portions thereof, attributable to or arising out of the North America Business billed or accrued with respect relating to the period prior to the close of business on the Closing Date, but excluding the Employee ReceivablesBusiness.
Appears in 1 contract
Assets Not Transferred. Notwithstanding anything herein to the contrary, the following assets relating to the Business are not included in the Transferred Assets and shall be retained by Seller and following the Canadian Subsidiary Closing (the “"Excluded Assets”"):
(a) all of Seller’s and its Affiliates’ cash and cash equivalent itemsitems (except for deposits and prepaid expenses reflected on the Final Closing Balance Sheet and relating to Assumed Liabilities) of Seller, including including, without limitation, checking accounts, bank accounts, lock box numbersnumbers other than those listed on Schedule 1.2(a), certificates of deposit, time deposits, securities, securities and the proceeds of accounts receivable, including uncashed checks in payment thereof, thereof received or accrued by Seller on or prior to the Closing Date, and all equity securities of any Person owned by Seller in each case whether or any of its Affiliatesnot relating to the Business;
(b) all rights, properties, and assets which have been used or held for use in connection with the Non-North America Navigator PlatformsBusiness and which shall have been transferred (including transfers by way of sale) or otherwise disposed of prior to the Closing, provided such transfers and disposals shall have been made in the Ordinary Course of the Business as conducted at the date hereto and otherwise in accordance with the terms of this Agreement, the Post Closing Services Agreement and the Transfer Documents;
(c) MagneTek'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 Non-North America Intellectual Propertyorganization, maintenance and corporate existence of MagneTek;
(d) all rights of Seller under the Excluded Leases;
(e) rights to or claims for refunds or rebates of Taxes and other governmental charges for any period ending on or prior to the Closing Date, and the benefit of net operating loss carryforwards, carrybacks, credits carrybacks or other tax attributes credits of Seller and relating to any such period, whether or not attributable to the Canadian SubsidiaryBusiness;
(e) claims or rights against third parties, except those arising with respect to events or breaches occurring after the Closing Date under the Assigned Contracts; provided, however, that any rights of indemnification, contribution or reimbursement that may exist under the Assigned Contracts in respect of Excluded Assets or Excluded Liabilities hereunder shall be Excluded Assets;
(f) all insurance policies of Seller in respect of the Business and rights thereunder, including but not limited to, rights to any cancellation value as of the Closing Date;
(g) proprietary or confidential business or technical information, records and policies that relate generally to any other division of Seller, to Seller and the Canadian Subsidiary and generally or to any of Seller's Affiliates (other than Mexico Sub) which are not used, held for use, intended to be used primarily in or otherwise necessary to conduct the North America Business, including including, without limitation, organization manuals, strategic plans, Tax records and related information;
(gh) all causes of action, claims and rights against third parties with respect subject to the Retained Litigation;
(h) limited rights granted in Section 7.8, all other assets used exclusively in connection with Seller’s corporate functions "MagneTek" marks, and all trademarks or service marks, trade names, slogans, domain names (including the corporate charter, qualifications to conduct business as a foreign corporation, arrangements with registered agents ▇▇▇▇▇▇▇▇.▇▇▇ and ▇▇▇▇▇▇▇▇.▇▇▇) or other like property relating to foreign qualifications, taxpayer and other identification numbers, seals, minute books and stock transfer records and other documents relating to or including the organization, maintenancename "MagneTek," the ▇▇▇▇ "MagneTek," or any derivative thereof, and existence of Seller as a corporation)the "MagneTek" logo or any derivative thereof, the ▇▇▇▇ "Energy Engineered," the "Power M" design or any derivative thereof;
(i) all assets in respect of any Employee Benefit Plan, other than those, if any, assigned asset or right that is provided to the Buyer pursuant to Section 7.10the Post-Closing Services Agreement or the ULT Agreements;
(j) all tangible personal property Records relating to pending lawsuits not used, held for use or intended to be used included in the North America Business, wherever located, including all machinery, equipment, furniture, furnishings, software, hardware and vehicles, or all tangible personal property used specifically in connection with Seller’s corporate functions and described on Schedule 2.2(j);Assumed Liabilities; and
(k) all insurance policies and rights under the Employee Benefit Plans, other than the insurance contracts, if any, assumed pursuant to Section 7.10;
(l) all of Seller’s books and records and other documents related to the sale of the North America Business and negotiations with other parties; and
(m) all accounts receivable, or portions thereof, attributable to or arising out of the North America Business billed or accrued with respect to the period prior to the close of business Excluded Assets described on the Closing Date, but excluding the Employee ReceivablesSchedule 1.2(k).
Appears in 1 contract
Assets Not Transferred. Notwithstanding anything herein to the contrary, the following assets are not included in the Transferred Assets and shall be retained by Seller and and/or assigned or otherwise conveyed to Seller by MagneTek Belgium on or prior to the Canadian Subsidiary Closing Date (the “"Excluded Assets”"):
(a) all of Seller’s and its Affiliates’ cash and cash equivalent itemsitems (except for deposits and prepaid expenses reflected on the Closing Balance Sheet and relating to Assumed Liabilities) of Seller and MagneTek Belgium, including including, without limitation, checking accounts, bank accounts, lock box numbersfiles, certificates of deposit, time deposits, securities, and the proceeds of accounts receivable, including uncashed checks in payment thereof, thereof received or accrued by Seller or MagneTek Belgium on or prior to the Closing Date, and all equity securities of any Person owned by Seller in each case whether or any of its Affiliatesnot relating to the Division;
(b) all rights, properties, and assets which have been used or held for use in connection with the Non-North America Navigator PlatformsDivision and which shall have been transferred (including transfers by way of sale) or otherwise disposed of prior to the Closing, provided such transfers and disposals shall have been in the ordinary course of the business of the Division as conducted at the date hereof;
(c) the Non-North America Intellectual Property;
(d) all rights of Seller under the Excluded Leases;
(e) 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, credits carrybacks or other tax attributes credits of Seller or MagneTek Belgium, whether or not attributable to the Division;
(d) the accounts receivable, inventory, tangible personal property and Contracts set forth on Schedule 2.2(d) or identified on Schedule 1.1 as the Canadian Subsidiaryproperty of, or to be retained by, Seller;
(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 or technical information, records and policies that relate generally to Seller and the Canadian Subsidiary or any of its Affiliates and are not usedused exclusively in the Division, held for useincluding, intended to be used in or otherwise necessary to conduct the North America Businesswithout limitation, including organization manuals, Tax records manuals and related informationstrategic plans;
(g) all causes of action, claims and rights against third parties with respect subject to the Retained Litigation;
(h) all other assets used exclusively limited rights granted in connection with Seller’s corporate functions (including Section 8.7 and in the corporate charter, qualifications License Agreement and to conduct business as a foreign corporation, arrangements with registered agents relating any matters referred to foreign qualifications, taxpayer and other identification numbers, seals, minute books and stock transfer records and other documents in the Teledyne Agreement relating to the organization"INET" ▇▇▇▇, maintenanceall "MagneTek" and "INET" marks, including any and all trademarks or service marks, trade names, slogans or other like property relating to or including the name "MagneTek" or "INET," the ▇▇▇▇ "MagneTek" or "INET," or any derivative thereof, and existence of Seller as a corporation);
(i) all assets in respect of the MagneTek or NET logo or any Employee Benefit Planderivative thereof, and Seller's proprietary computer programs or other than those, if any, assigned pursuant to Section 7.10;
(j) all tangible personal property not used, held for use or intended to be used in the North America Business, wherever locatedsoftware, including all machinerybut not limited to Seller's proprietary data bases, equipmentaccounting and reporting formats, furniture, furnishings, software, hardware systems and vehicles, or all tangible personal property used specifically in connection with Seller’s corporate functions and described on Schedule 2.2(j)procedures;
(k) all insurance policies and rights under the Employee Benefit Plans, other than the insurance contracts, if any, assumed pursuant to Section 7.10;
(l) all of Seller’s books and records and other documents related to the sale of the North America Business and negotiations with other parties; and
(m) all accounts receivable, or portions thereof, attributable to or arising out of the North America Business billed or accrued with respect to the period prior to the close of business on the Closing Date, but excluding the Employee Receivables.
Appears in 1 contract
Assets Not Transferred. Notwithstanding anything herein to the contrary, the following assets are not included in the Transferred Assets and shall be retained by Seller and the Canadian Netherlands Subsidiary and as applicable are subject to the Double C Agreement (the “"Excluded Assets”"):
(a) all of Seller’s 's and its Affiliates’ ' cash and cash equivalent items, including checking accounts, bank accounts, lock box numbers, certificates of deposit, time deposits, securities, and the proceeds of accounts receivable, including uncashed checks in payment thereof, received or accrued by Seller prior to the Closing Date, and all equity securities of any Person owned by Seller or any of its Affiliates;
(b) the Non-North America Navigator Platforms;
(c) the Non-North America Intellectual Property;
(d) all rights of Seller under the Excluded Leases;
(e) rights to or claims for refunds or rebates of Taxes and other governmental charges and the benefit of net operating loss carryforwards, carrybacks, credits or other tax attributes of Seller and the Canadian Netherlands Subsidiary;
(f) proprietary or confidential business information, records and policies that relate generally to Seller and the Canadian Netherlands Subsidiary and are not used, held for use, intended to be used in or otherwise necessary to conduct the Non-North America Business, including organization manuals, Tax records and related information;
(g) all causes of action, claims and rights against third parties with respect to the Retained LitigationLitigation and (unless and to the extent Purchaser becomes party to the Patent Lawsuit) the Patent Lawsuit;
(h) all other assets used exclusively in connection with Seller’s 's corporate functions (including the corporate charter, qualifications to conduct business as a foreign corporation, arrangements with registered agents relating to foreign qualifications, taxpayer and other identification numbers, seals, minute books and stock transfer records and other documents relating to the organization, maintenance, and existence of Seller as a corporation);
(i) all assets in respect of any Employee Benefit Plan, other than those, if any, assigned pursuant to Section 7.107.9;
(j) all tangible personal property not used, held for use or intended to be used in the Non-North America Business, wherever located, including all machinery, equipment, furniture, furnishings, software, hardware and vehicles, or all tangible personal property used specifically in connection with Seller’s 's corporate functions and described on Schedule 2.2(j);
(k) all insurance policies and rights under the Employee Benefit Plans, other than the insurance contracts, if any, assumed pursuant to Section 7.107.9;
(l) all of Seller’s 's books and records and other documents related to the sale of the Non-North America Business and negotiations with other parties; and;
(m) all accounts receivable, or portions thereof, attributable to or arising out of the Non-North America Business billed or accrued with respect to the period prior to the close of business on the Closing Date; and
(n) all other assets sold, but excluding or to be sold, in accordance with the Employee Receivablesterms of the Double C Agreement.
Appears in 1 contract
Assets Not Transferred. Notwithstanding anything herein to the contrary, the following assets are not included in the Transferred Assets and shall be retained by Seller and the Canadian Subsidiary its Subsidiaries (the “Excluded Assets”):
(a) except as otherwise provided in Section 2.1(a)(vi), all of Seller’s and its AffiliatesSubsidiaries’ (including the Indian Subsidiary) cash and cash equivalent items, including checking accounts, bank accounts, lock box numbers, certificates of deposit, time deposits, securities, securities and the proceeds of accounts receivable, including uncashed checks in payment thereof, received or accrued by Seller prior to the Closing Date, and all equity securities of any Person owned by Seller or any of its Affiliates;
(b) all rights of Seller under the Non-North America Navigator PlatformsMutual Release;
(c) the Non-North America Intellectual Property;
(d) all rights of Seller under the Excluded Leases;
(e) rights to or claims for refunds or rebates of Taxes and other governmental charges and the benefit of net operating loss carryforwards, carrybacks, credits or other tax attributes of Seller and the Canadian Subsidiary;
(fd) proprietary or confidential business information, records and policies that in each case relate generally to Seller and the Canadian Subsidiary and are not used, held for use, intended to be used in or otherwise necessary to conduct the North America Sale Business, including organization manuals, Tax records and related information;
(g) all causes of action, claims and rights against third parties with respect to the Retained Litigation;
(he) all other assets used exclusively in connection with Seller’s corporate corporate, and not operational, functions (including the corporate charter, qualifications to conduct business as a foreign corporation, arrangements with registered agents relating to foreign qualifications, taxpayer and other identification numbers, seals, minute books and stock transfer records and other documents relating to the organization, maintenance, maintenance and existence of Seller as a corporation);
(if) all assets assets, trusts or other funding mechanisms in respect of any U.S. Employee Benefit Plan, other than those, if any, assigned pursuant to Section 7.10Plans and Non-U.S. Employee Benefits Plans;
(jg) all tangible personal property not used, held for use or intended to be used in rights under the North America Business, wherever located, including all machinery, equipment, furniture, furnishings, software, hardware U.S. Employee Benefit Plans and vehicles, or all tangible personal property used specifically in connection with Seller’s corporate functions and described on Schedule 2.2(j)Non-U.S. Employee Benefits Plans;
(k) all insurance policies and rights under the Employee Benefit Plans, other than the insurance contracts, if any, assumed pursuant to Section 7.10;
(lh) all of Seller’s books and records records, including without limitation, Tax Returns or records, and other documents primarily related to the negotiation of the sale of the North America Sale Business and negotiations with other parties; and;
(mi) all insurance policies and proceeds;
(j) all accounts receivable, or portions thereof, attributable to Seller Products shipped to distributors or arising out of the North America Business billed or accrued with respect to the period customers prior to the close Closing;
(k) the ARM License;
(l) the assets listed on Schedule 2.2(l); and
(m) all Intellectual Property Rights and Technology owned by, or used or held for use by, Seller or any of business on its Subsidiaries other than the Closing DateSale Business Intellectual Property and Sale Business Technology, but excluding including without limitation the Employee ReceivablesIntellectual Property Rights and Technology to be licensed to Purchaser 1 or Purchaser 2 under the Purchaser 1 License Agreement and Purchaser 2 License Agreement and Intellectual Property Licenses (other than the P1 Assigned Contracts and P2 Assigned Contracts).
Appears in 1 contract
Sources: Asset Purchase Agreement (Universal Electronics Inc)
Assets Not Transferred. Notwithstanding anything herein to the contrary, the following assets are not included in the Transferred Assets and shall be retained by Seller and the Canadian Netherlands Subsidiary and as applicable are subject to the Double C Agreement (the “Excluded Assets”):
(a) all of Seller’s and its Affiliates’ cash and cash equivalent items, including checking accounts, bank accounts, lock box numbers, certificates of deposit, time deposits, securities, and the proceeds of accounts receivable, including uncashed checks in payment thereof, received or accrued by Seller prior to the Closing Date, and all equity securities of any Person owned by Seller or any of its Affiliates;
(b) the Non-North America Navigator Platforms;
(c) the Non-North America Intellectual Property;
(d) all rights of Seller under the Excluded Leases;
(e) rights to or claims for refunds or rebates of Taxes and other governmental charges and the benefit of net operating loss carryforwards, carrybacks, credits or other tax attributes of Seller and the Canadian Netherlands Subsidiary;
(f) proprietary or confidential business information, records and policies that relate generally to Seller and the Canadian Netherlands Subsidiary and are not used, held for use, intended to be used in or otherwise necessary to conduct the Non-North America Business, including organization manuals, Tax records and related information;
(g) all causes of action, claims and rights against third parties with respect to the Retained LitigationLitigation and (unless and to the extent Purchaser becomes party to the Patent Lawsuit) the Patent Lawsuit;
(h) all other assets used exclusively in connection with Seller’s corporate functions (including the corporate charter, qualifications to conduct business as a foreign corporation, arrangements with registered agents relating to foreign qualifications, taxpayer and other identification numbers, seals, minute books and stock transfer records and other documents relating to the organization, maintenance, and existence of Seller as a corporation);
(i) all assets in respect of any Employee Benefit Plan, other than those, if any, assigned pursuant to Section 7.107.9;
(j) all tangible personal property not used, held for use or intended to be used in the Non-North America Business, wherever located, including all machinery, equipment, furniture, furnishings, software, hardware and vehicles, or all tangible personal property used specifically in connection with Seller’s corporate functions and described on Schedule 2.2(j);
(k) all insurance policies and rights under the Employee Benefit Plans, other than the insurance contracts, if any, assumed pursuant to Section 7.107.9;
(l) all of Seller’s books and records and other documents related to the sale of the Non-North America Business and negotiations with other parties; and;
(m) all accounts receivable, or portions thereof, attributable to or arising out of the Non-North America Business billed or accrued with respect to the period prior to the close of business on the Closing Date; and
(n) all other assets sold, but excluding or to be sold, in accordance with the Employee Receivablesterms of the Double C Agreement.
Appears in 1 contract
Sources: Asset Purchase Agreement (Seachange International Inc)
Assets Not Transferred. Notwithstanding anything herein to the contrary, the following assets are not included in the Transferred Assets and shall be retained by Seller and the Canadian Subsidiary (the “Excluded Assets”):
(a) all of Seller’s and its Affiliates’ cash and cash equivalent itemsitems (except as described in Section 2.1(m)) including, including without limitation, checking accounts, bank accounts, lock box numbers, certificates of deposit, time deposits, securities, and the proceeds of accounts receivable, including uncashed checks in payment thereof, received or accrued by Seller on or prior to the Closing Date, and all equity securities of any Person owned by Seller or any of its Affiliates;
(b) all rights, properties, and assets which have been used or held for use in connection with the Non-North America Navigator PlatformsBusiness and which shall have been transferred (including transfers by way of sale) or otherwise disposed of in the ordinary course of business prior to the Closing;
(c) the Non-North America Intellectual Property;
(d) all rights of Seller under the Excluded Leases;
(e) prepaid Taxes and 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, carryforwards or carrybacks, or any other credits of Seller, whether or other tax attributes of Seller and not attributable to the Canadian SubsidiaryBusiness;
(fd) claims or rights against third parties set forth on Schedule 2.2(d);
(e) proprietary or confidential business or technical information, records and policies that relate generally to Seller and the Canadian Subsidiary and are not used, held for use, intended to be used primarily in or otherwise necessary to conduct the North America Business, including including, without limitation, organization manuals, strategic plans and Tax records and related information;
(f) subject to the limited rights granted to Buyer pursuant to the Intellectual Property Agreement, trademarks, trade names and service marks listed on Schedule 2.2(f) (the “Excluded Trademarks and Trade Names”);
(g) subject to the rights granted to Buyer pursuant to the Intellectual Property Agreement, the know-how, trade secrets, processes, inventions, formulae, procedures, research records, test information, patents, copyrights, pending applications for patents and copyrights and proprietary computer programs or other software and databases set forth on Schedule 2.2(g) (the “Excluded Intellectual Property”);
(h) all notes, drafts and accounts receivable or other obligations for the payment of money made or owed by any Affiliate of Sellers;
(i) all Seller’s rights in, to and under any commodity options, puts, calls, forwards or similar agreements with respect to commodities used by the Business;
(j) all causes of action, claims, demands, rights and privileges against third parties that relate to any of the Excluded Assets or Excluded Liabilities, including causes of actions, claims and rights against third parties with respect to the Retained Litigationunder insurance policies relating thereto;
(hk) Equipment used by administrative employees of Seller who are not assigned to the Business but who provide services to the Business;
(1) all other assets used exclusively primarily in connection with Seller’s corporate functions (including but not limited to the corporate charter, qualifications to conduct business as a foreign corporation, arrangements with registered agents relating to foreign qualifications, taxpayer and other identification numbers, seals, minute books and stock transfer records and other documents relating to books), whether or not used for the organization, maintenance, and existence of Seller as a corporation);
(i) all assets in respect of any Employee Benefit Plan, other than those, if any, assigned pursuant to Section 7.10;
(j) all tangible personal property not used, held for use or intended to be used in the North America Business, wherever located, including all machinery, equipment, furniture, furnishings, software, hardware and vehicles, or all tangible personal property used specifically in connection with Seller’s corporate functions and described on Schedule 2.2(j);
(k) all insurance policies and rights under the Employee Benefit Plans, other than the insurance contracts, if any, assumed pursuant to Section 7.10;
(l) all of Seller’s books and records and other documents related to the sale benefit of the North America Business and negotiations with other parties; and
(m) all accounts receivable, or portions thereof, attributable to or arising out of the North America Business billed or accrued with respect to the period prior to the close of business on the Closing Date, but excluding the Employee Receivables.Business;
Appears in 1 contract
Sources: Asset Purchase Agreement (Vought Aircraft Industries Inc)
Assets Not Transferred. Notwithstanding anything herein to the contrary, the following assets are not included in the Transferred Assets and shall be retained by Seller and the Canadian Subsidiary Sellers (the “Excluded Assets”):
(a) all rights of Seller’s and its Affiliates’ Sellers in any real property leased by Sellers, except as provided in the Sublease;
(b) subject to Section 2.3, the assets of the Broadway Business (“Broadway Business Assets”);
(c) all cash and cash equivalent items, including checking accounts, bank accounts, lock box numbers, certificates of deposit, time deposits, securities, and the proceeds of accounts receivable, including uncashed checks in payment thereof, received or accrued that relate to the operation of the Business, and performance of services, by Seller the Sellers prior to the Closing Date, and all equity securities of any Person owned by Seller or any of its Affiliates;
(b) the Non-North America Navigator Platforms;
(c) the Non-North America Intellectual Property;
(d) all rights of Seller under the Excluded Leases;
(e) 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, credits carrybacks or other tax attributes credits of Seller and the Canadian SubsidiarySeller;
(fe) proprietary or confidential business information, records and policies that relate generally to Seller and the Canadian Subsidiary Sellers and are not used, held for use, intended to be used in or otherwise necessary to conduct the North America Business, including organization manuals, and Sellers’ Tax records and related information;
(gf) all causes of action, claims, demands, rights and privileges against third parties that relate to any of the other Excluded Assets or any of the Excluded Liabilities, including causes of action, claims and rights against third parties with respect under insurance policies relating thereto;
(g) all other assets, tangible and intangible, that relate generally to Sellers and are not used, held for use, intended to be used in or otherwise necessary to the Retained Litigation;operation of the Business, including, without limitation, any record interest of StarNet in the real property located at 1▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, StarNet’s interest in StarNet Holdings, Inc. and MDVX, Inc. (f/k/a Media DVX, Inc.), and the assets identified in the Transition Services Agreement which are to be used in the Business only during the term of the Transition Services Agreement in order to facilitate the provision of services thereunder; and
(h) all other assets used exclusively except as otherwise provided in connection with Seller’s corporate functions (including the corporate charterArticle VII, qualifications to conduct business as a foreign corporation, arrangements with registered agents relating to foreign qualifications, taxpayer and other identification numbers, seals, minute books and stock transfer records and other documents relating to the organization, maintenance, and existence of Seller as a corporation);
(i) all assets in respect of any Employee Benefit Plan, other than those, if any, assigned pursuant to Section 7.10;
(j) all tangible personal property not used, held for use or intended to be used in the North America Business, wherever located, including all machinery, equipment, furniture, furnishings, software, hardware and vehicles, or all tangible personal property used specifically in connection with Seller’s corporate functions and described on Schedule 2.2(j);
(k) all insurance policies and rights under the Employee Benefit Plans, other than the insurance contracts, if any, assumed pursuant to Section 7.10;
(l) all of Seller’s books and records and other documents related to the sale of the North America Business and negotiations with other parties; and
(m) all accounts receivable, or portions thereof, attributable to or arising out of the North America Business billed or accrued with respect to the period prior to the close of business on the Closing Date, but excluding the Employee ReceivablesPlan maintained by Sellers.
Appears in 1 contract