Excluded Asset Sample Clauses

An Excluded Asset clause defines specific assets that are not part of a transaction or agreement, ensuring they remain outside the scope of the deal. In practice, this clause lists particular items—such as certain intellectual property, cash reserves, or personal property—that the seller retains and does not transfer to the buyer. By clearly identifying what is not included, the clause prevents misunderstandings and disputes over asset ownership, thereby ensuring clarity and protecting the interests of both parties.
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Excluded Asset. Seller shall not transfer to Purchaser the cash on hand in the Aviator Shop Business on the Closing Date. The cash on hand shall remain the property of Seller.
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Excluded Asset. TSVLP owns that certain Champion/▇▇▇▇▇▇▇▇▇ house trailer, model year 1989, serial no. 1694706906 ▇▇▇ 098337, which is parked in the recreational vehicle park of the Company and is intended for the exclusive use of TSVLP and USEC personnel and guests. The Company shall provide, at the Company's cost, electrical, gas, water and phone utilities and services for this excluded asset at the recreational vehicle park currently being utilized, until TSVLP removes the trailer therefrom. TSVLP shall be responsible for all property tax, insurance, and any other costs related to its use or ownership of this excluded asset.
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Excluded Asset. At Closing, the Company shall transfer title to -------------- and possession of and control of that certain automobile identified as 1996 Lincoln Continental (the "Excluded Asset") to ▇▇▇ ▇. ▇▇▇▇▇▇.
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Excluded Asset. The Parties hereby agree to supplement Schedule 2.02(a)(iv) to the Purchase Agreement by adding the following contract, which, for the avoidance of doubt, shall be deemed an Excluded Asset for all purposes under the Purchase Agreement: “2021 Contract for Shell Puget Sound Refinery Hourly, Group Number: 60021599, Regence BlueShield Medical Benefits, between Seller and Regence BlueShield, and all associated ancillary agreements thereunder (including the Retrospective Refunding Endorsement - Cumulative, dated January 1, 2021).”
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Excluded Asset. Notwithstanding any other provision of this Agreement to the contrary, the Assets being sold to Buyer hereunder shall not include Seller’s cash or cash equivalents on hand at Closing and the assets described on EXHIBIT L (the “Excluded Assets”), which Seller shall be entitled to retain notwithstanding anything in this Agreement to the contrary.
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Excluded Asset. Section 1.2 of the Agreement is hereby amended, effective May 3, 2001, to add to the list of Excluded Assets new item (j) as follows:
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Excluded Asset. 8 ARTICLE IV
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Related to Excluded Asset

  • Excluded Assets Buyer expressly understands and agrees that the following assets and properties of Seller and the Retained Subsidiaries (the “Excluded Assets”) shall be excluded from the Purchased Assets: (a) all of Seller’s and the Retained Subsidiaries’ cash and cash equivalents on hand and in banks (except for such amounts, if any, as the parties may agree will be retained by the Purchased Subsidiaries and not constitute Purchased Subsidiary Pre-Closing Cash (the “Transferred Cash”)); (b) insurance policies relating to the Business and all claims, credits, causes of action or rights thereunder (except for Buyer’s rights under Section 5.05); (c) all Intellectual Property Rights (other than the Business Intellectual Property Rights), including the marks and names set forth in Section 2.03 of the Disclosure Schedule (the “Seller Trademarks and Tradenames”), and including all royalties and/or other license payments under any Portfolio Cross-License; (d) all books, records, files and papers, whether in hard copy or computer format, prepared in connection with this Agreement or the transactions contemplated hereby (other than confidentiality agreements with any Person relating to the Business, copies of which will be made available to Buyer at the Closing (it being understood that the portion of such copies not relating to the Business may be redacted)) and all minute books and corporate records of Seller and the Retained Subsidiaries; (e) the property and assets described in Section 2.03 of the Disclosure Schedule; (f) all rights of Seller or any of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated thereby; (g) all Purchased Assets sold or otherwise disposed of in the ordinary course of business during the period from the date hereof until the Closing Date in compliance with the terms hereof; and (h) all of Seller’s and the Retained Subsidiaries’ claims for and rights to receive Tax refunds relating to the Business arising on or prior to the Closing Date.

  • Excluded Property Notwithstanding anything to the contrary in Section 2.1, the property, assets, rights and interests set forth in this Section 2.2 (the “Excluded Property”) are excluded from the Property:

  • Excluded Assets and Liabilities (a) Notwithstanding Section 1.2 above, the Purchased Assets shall not include the following assets (collectively, the “Excluded Assets”): (i) all unrestricted cash of Seller as of Closing; (ii) all accounts receivable of Seller for completed work as of Closing; (iii) Contracts, including Intellectual Property Agreements, that are not Assigned Contracts (the “Excluded Contracts”); (iv) all employee benefit plans and assets and liabilities attributable thereto; (v) the assets, properties and rights specifically excluded by Buyer as permitted by this Agreement; and (vi) the rights which accrue or will accrue to Seller under this Agreement and the Ancillary Documents. (b) Notwithstanding any provisions of this Agreement to the contrary, Buyer shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Seller or any of its Affiliates of any kind or nature whatsoever (the “Excluded Liabilities”) except liabilities relating solely to the conduct of the Business by Buyer after the Closing under the Assigned Contracts (the “Assumed Liabilities”). Seller shall, and shall cause each of its Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy, including (without limitation) all Pre-Closing Tax Period Liabilities. (c) After the Closing, Seller shall continue to discharge in a timely manner all of Seller’s Liabilities and obligations including, but not limited to, Liabilities and obligations disclosed in or pursuant to this Agreement.

  • Excluded Amounts With the prior written consent of the Administrative Agent, the Collateral Manager may direct the Collateral Agent and the Securities Intermediary to withdraw from the Collection Account and pay to the Person entitled thereto any amounts credited thereto constituting Excluded Amounts if the Collateral Manager has, prior to such withdrawal and consent, delivered to the Administrative Agent, the Collateral Agent, the Borrower and each Lender a report setting forth the calculation of such Excluded Amounts in form and substance reasonably satisfactory to the Administrative Agent and each Lender.

  • Retained Assets Notwithstanding anything to the contrary set forth in this Agreement, the following assets of the Seller are not included in the sale of Purchased Assets contemplated hereby: (i) the cash and cash equivalents, accounts receivable, chattel papers (including electronic chattel paper), instruments (including promissory notes), all of Debtor’s rights to receive payments from any source and for any reason (whether characterized as accounts, accounts receivable, chattel paper, choses-in-action, contract rights, general intangibles, instruments, securities, notes or otherwise) including, without limitation, Debtor’s right to receive payments for services rendered, whether or not earned by performance or recognized or billed by Debtor, prepaid security deposits on Real Property Leases (as defined in Section 2.10 of the Purchase Agreement) and all other prepaid charges, deposits or prepaid expenses related to the Purchased Assets, (ii) the Purchase Price (as hereinafter defined) and the other rights of the Seller under or relating to this Agreement, (iii) the corporate minute books, stock records, qualification to conduct business as a foreign corporation, and other documents relating to the formation, maintenance or existence as a corporation of the Seller, except that Seller agrees that it will provide copies of any such document from the corporate minute books as reasonably requested by the Buyer which the Buyer believes are necessary for the use and operation of the Purchased Assets after the Effective Date, (iv) motor vehicles, (v) all properties, rights, assets and services related to the conduct of Seller’s business at all of its other offices nationwide and all information, documents and files relative thereto; and (vi) all properties, rights, assets and services related to the conduct of Seller’s business at any of its other offices and locations throughout the United States.