Assets to be Retained by Seller Sample Clauses
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Assets to be Retained by Seller. Seller shall retain all assets not expressly purchased by Buyer pursuant to Section 1.1, including, but not limited to, (a) all investment securities owned by Seller; (b) all of Seller’s investments in Seller’s affiliates and subsidiaries; (c) all other real estate owned by Seller or carried as in substance foreclosures that are associated with the Branches (if any); (d) all repossessed personal property owned by, or in the possession of, Seller; (e) all of Seller’s life insurance policies; (f) all loans or other extensions of credit not scheduled on Schedule 1.1(b) as of the Closing Date; (g) reserves for loan losses on all loans (including the Loans); (h) all assets and records associated with any investment, trust or brokerage business of Seller or its affiliates, whether conducted at the Branches or any other location of Seller; (i) all refunds, credits, prepayments or deferrals of or against Taxes (as defined herein) relating to the operation of the Branches or the Assets prior to the Effective Time; (j) all Tax deposits and Tax books and records; (k) all intangible assets, including goodwill and mortgage servicing rights, of Seller; (l) all intellectual property of Seller, including, but not limited to, all rights to the name “▇▇▇▇▇▇▇ Bank” and any corporate logos, trademarks, servicemarks, trade names, signs, paper stock, monetary instruments (including, but not limited to, traveler’s checks and official checks), forms, advertising materials and other supplies containing any such logos, trademarks, servicemarks or trade names of Seller or Seller’s affiliates; (m) all customer and merchant credit card accounts and payroll cards, including any loans related thereto, along with any other products or services provided through such merchant services relationships of the Seller; (n) any other assets listed on Schedule 1.2 (the “Excluded Assets”); and (o) any rights, claims, and causes of action relating to this Agreement and the other agreements, documents and instruments executed and delivered by the parties to each other at the Closing (the “Ancillary Agreements”). Seller shall coordinate with Buyer to remove the Excluded Assets from the premises of the Branches within ten (10) Business Days following the Effective Time; provided, that Seller, at Seller’s sole cost and expense, shall use commercially reasonable efforts to remove all of Seller’s signage within ten (10) Business Days following the Closing Date. In the event that Seller has not removed its...
Assets to be Retained by Seller. Anything herein to the contrary notwithstanding, Seller shall not sell, and Purchaser shall not acquire, the following assets of Seller (the "Retained Assets"):
1.2.1 all trade accounts receivable arising out of the sale of goods or services prior to the Effective Date;
1.2.2 any rights of Seller with respect to insurance policies owned by Seller or for which Seller is the named insured;
1.2.3 all cash, funds in bank accounts and cash equivalents existing as of the Effective Date hereof; and
1.2.4 any patents, trademarks, trademark registrations, copyrights, copyright registrations, trade names and all registrations thereof and all applications for any of the foregoing, whether issued or pending, if any, and all goodwill associated with any of the foregoing (the "Intangible Assets").
Assets to be Retained by Seller. Anything herein to the contrary notwithstanding, Seller shall not sell, and Purchaser shall not acquire, the following assets of Seller (the "Retained Assets"):
4.2.1 any rights of Seller with respect to insurance policies owned by Seller or for which Seller is the named insured;
4.2.2 all cash, funds in bank accounts and cash equivalents existing as of the date hereof; and
4.2.3 any patents, trademarks, trademark registrations, copyrights, copyright registrations, trade names and all registrations thereof and all applications for any of the foregoing, whether issued or pending, if any, and all goodwill associated with any of the foregoing (the "Intangible Assets").
Assets to be Retained by Seller. Anything herein to the contrary notwithstanding, Seller shall not sell, and Purchaser shall not acquire, the following assets of Seller (the "Retained Assets"):
1.2.1 all trade accounts receivable arising out of the sale of goods or services prior to the Effective Date; 1
Assets to be Retained by Seller. Anything herein to the contrary notwithstanding, Seller shall not sell, and Purchaser shall not acquire, the following assets of Seller (the "RETAINED ASSETS"):
1.2.1 any rights of Seller with respect to insurance policies owned by Seller or for which Seller is the named insured;
1.2.2 all cash, funds in bank accounts and cash equivalents existing as of the date hereof; and
1.2.3 any patents, trademarks, trademark registrations, copyrights, copyright registrations, trade names and all registrations thereof and all applications for any of the foregoing, whether issued or pending, if any, and all goodwill associated with any of the foregoing (the "INTANGIBLE ASSETS").
Assets to be Retained by Seller. Seller shall retain all assets not expressly purchased by Buyer pursuant to Section 1.1 (collectively, the “Excluded Assets”), including, but not limited to:
A. all real property, whether owned in fee simple or leased, subleased or rented by Seller where the Branch is located, and all improvements to such property purchased, installed or constructed by or on behalf of Seller and used in connection with the operation or maintenance of the Branch, including, without limitation, buildings, structures, parking facilities and drive-in teller facilities (the “Real Property”);
B. all furniture, fixture, equipment and other tangible personal property owned or leased by Seller relating to the Branch, other than the Courier Assets;
C. all cash on hand at the Branch as of the close of business on the Closing Date, including vault cash, automated teller machine (“ATM”) cash, ▇▇▇▇▇ cash, tellers’ cash and cash items in the process of collection (the “Cash on Hand”);
D. all investment securities owned by Seller relating to the Branch;
E. all other real estate owned by Seller or carried as in substance foreclosures that are associated with the Branch;
F. all loans or participations in loans that are not Loans, including any loans previously charged-off by Seller;
G. allowance for loan losses on all loans (including the Loans); and
H. all customer and merchant credit card accounts.
Assets to be Retained by Seller. Seller shall retain all assets not expressly purchased by Buyer pursuant to Section 1.1 (collectively, the “Excluded Assets”), including, but not limited to:
A. all investment securities owned by Seller relating to the Branches;
B. all other real estate owned by Seller or carried as in substance foreclosures that are associated with the Branches;
C. all loans or participations in loans related to the Branches (the “Loans”), including any loans previously charged-off by Seller;
D. allowance for loan losses on all loans (including the Loans); and
E. all customer and merchant credit card accounts.
Assets to be Retained by Seller. Seller shall retain all assets not expressly purchased by Buyer pursuant to Section 1.1, including, but not limited to (i) all investment securities owned by Seller; (ii) all of the Seller's investments in Seller's affiliates and subsidiaries; (iii) all other real estate owned by Seller or carried as in substance foreclosures that are associated with the Branches (if any); (iv) all repossessed personal property owned by, or in the possession of, the Seller; (v) all of the Seller's life insurance policies; (vi) all loans or participations in loans that are not Loans; (vii) all assets and records associated with any investment, trust or brokerage business of Seller or its affiliates, whether conducted at the Branches or any other location of Seller;
Assets to be Retained by Seller. Anything herein to the contrary notwithstanding, Seller shall not sell, and Purchaser shall not acquire, the following assets of Seller (the "Retained Assets"):
1.2.1 fee simple title to the Premises (land only) and all Golf Course Improvements;
1.2.2 all trade accounts receivable arising out of the sale of goods or services prior to the Effective Date;
1.2.3 any rights of Seller with respect to insurance policies owned by Seller or for which Seller is the named insured; and
1.2.4 all cash, funds in bank accounts and cash equivalents existing as of the Effective Date.
Assets to be Retained by Seller. Notwithstanding anything to the contrary herein, Seller shall retain all right, title and interest in and to the following assets of Seller (the "RETAINED ASSETS") which are not to be acquired by Buyer hereunder:
(a) subject to Section 3.3 and Buyer's rights under Section 10.1, any Contract, Lease or Permit as to which consent to assignment is required but has not been obtained, as set forth on SCHEDULE 2.2(a);
(b) any Permit to the extent that each is, by its terms, not transferable or assignable to a purchaser of the Lottery Assets;
(c) all cash on hand and cash equivalents;
(d) all claims, causes of action, choses in action, rights of recovery and rights of set-off of any kind against any person or entity arising out of or relating exclusively to the Retained Assets and/or the Excluded Liabilities;
(e) Seller's rights under the OLT Agreement;
(f) all assets of Seller that are not Lottery Assets; and
(g) assets listed on the attached SCHEDULE 2.2.