Excluded Assets Clause Samples

Excluded Assets. Notwithstanding anything to the contrary in this Agreement, the Purchased Assets shall not include the following assets (collectively, the “Excluded Assets”): (a) all cash, cash equivalents (including marketable securities and short-term investments), bank accounts and their balances (including related books and records), lockboxes and deposits of, and any rights or interests in, the cash management system of Seller, including uncleared checks and drafts received or deposited for the account of Seller; (b) all rights under any Contracts, including those listed on Schedule 2.02(b), but excluding the Assumed Contracts; (c) all Company Plans and attributable assets of, or relating to, such plans, including all records, Contracts and arrangements associated with such Company Plans; (d) any Intellectual Property of Seller not Related to the Business; (e) Seller’s Organizational Documents and minute and equity ownership books and records having to do with the company organization or existence of Seller and its company seal; (f) all rights, claims, credits, causes of action or rights of set-off that Seller may have arising under this Agreement or as a result of the consummation of the transactions contemplated hereby; (g) any refunds of Taxes for any Pre-Closing Tax Period or for which Seller is liable pursuant to Section 6.12; (h) the Tax Returns and Tax records and reports of Seller other than those that are Purchased Assets; (i) all insurance policies of Seller, including claims thereunder and any claims or benefits in, to or under any express or implied warranties from suppliers of goods or services relating to Inventory sold by Seller prior to Closing; (j) all of Seller’s intercompany account balances with its Affiliates, including those related to the Products; (k) all assets, properties, and interests rights primarily used in or held for use in connection with the operation of Seller’s wound care and urology business; (l) the rights that accrue or will accrue to Seller under this Agreement and the other Transaction Documents; and (m) the other assets of Seller that are identified on Schedule 2.02(m).

Excluded Assets. Notwithstanding Section 1.1(a), Seller will retain and will not sell, convey, transfer or assign, and Purchaser will not purchase by virtue of this Agreement or the Transactions, any rights, properties or assets that are not expressly included as Purchased Assets in Section 1.1(a) (the “Excluded Assets”), including, without limitation, the following: (i) all securities or other equity interests of any Person owned or held by Seller or any of Seller’s Affiliates other than as expressly provided in Section 1.1(a) above; (ii) all Contracts that are not Purchased Contracts (the “Excluded Contracts”); (iii) all refunds or credits, if any, of Taxes due to Seller or Seller’s Affiliates (or to any holder of any equity interest in Seller) by reason of the ownership of the Purchased Assets or the operation of the Business to the extent attributable to any taxable period or portion thereof ending on or prior to the Closing Date, except to the extent such refund or credits relate to Taxes for which Purchaser actually bore the economic cost pursuant to Section 4.7; (iv) all rights, claims and credits (including all indemnities, warranties and similar rights), defenses or causes of action in favor of Seller, Seller’s Affiliates or any of their respective Representatives to the extent relating to (A) any insurance policies (except as set forth in Section 1.1(a)(xii)), (B) any other Excluded Asset, (C) any Excluded Liability, (D) the assets, properties, business or operations of Seller or any Affiliate of Seller (excluding Canton Renewables and ▇▇▇▇ ▇▇▇▇▇▇) related to, arising from or incurred in connection with conditions or events occurring prior to the Valuation Date, (E) any matter for which Seller indemnifies Purchaser hereunder or (F) this Agreement or any other Transaction Agreement; (v) all information technology or management systems of Seller or any Affiliate of Seller not specified in Section 1.1(a) above, whether or not used (exclusively or otherwise) in the Business or in connection with the Purchased Assets; (vi) all insurance policies, binders and claims and rights thereunder, and (except as set forth in Section 1.1(a)(xii)) all proceeds therefrom, whether or not used (exclusively or otherwise) in the Business or in connection with the Purchased Assets; (vii) all assets of Mavrix not primarily related to the operations of Canton Renewables or ▇▇▇▇ ▇▇▇▇▇▇; and (viii) all employee benefit plans and assets underlying employee benefit plans of Seller or Seller’...

Excluded Assets. Notwithstanding anything to the contrary in Section 2.1.1 or in any other provision of this Agreement, the Acquired Assets shall not include any of the following assets, properties and rights of Sellers or their Affiliates (collectively, the "Excluded Assets"): (a) all cash, cash equivalents and marketable securities and bonds; (b) all rights which accrue or will accrue to Sellers and their Affiliates under this Agreement, the Ancillary Documents and the certificates and other documents delivered to Sellers by Buyer in connection with this Agreement; (c) all records prepared in connection with the sale of the Business, including bids received from third parties and analysis relating to the Business; (d) all rights, including all defenses, counterclaims and rights of indemnity, reimbursement and subrogation, related to the Retained Liabilities; (e) the Retained Books and Records; (f) interests in any business other than the Business, including the provision of wireless service (cellular and PCS); long distance (interLATA and intraLATA to the extent provided by Verizon Affiliates other than Sellers) and internet access service or internet related services (to the extent provided by Verizon Affiliates other than Sellers or VADI); air-to-ground communications (air phone service); installation, maintenance and equipment service related to the sale of telecommunications equipment by Affiliates to customers located outside the geographic area comprising the Seller Exchanges; any permits related to any of the foregoing; all assets of Sellers and their Affiliates used in connection with any such business or related to any of the foregoing, including but not limited to any common or shared systems used in conjunction with other Verizon Affiliates on a national basis; and all assets used by Sellers and their Affiliates in rendering services to Sellers or the Business that are located outside the geographic area comprising the Seller Exchanges; (g) such other assets, if any, as set forth on Schedule 2.1.2(g), including, without limitation, those which are described by general category; (h) the Excluded Contracts including those contracts set forth on Schedule 2.1.2(h); (i) the Excluded Marks; (j) all Intellectual Property, including the Licensed Intellectual Property and Third Party Intellectual Property, and all claims against any Person for infringement or misappropriation of such Intellectual Property; (k) subject to the provisions of Section 2.1.1(k), all rights a...

Excluded Assets. Notwithstanding any other provision herein to the contrary, the Purchased Assets specifically exclude the following (collectively, the “Excluded Assets”): (a) the corporate seals, books, accounting records, income Tax Returns of Seller and the Members, records related to corporate governance of Seller and any records that Seller is required by applicable Law to retain in its possession (provided that a copy of any such records that are not Excluded Assets by another provision of this Section 2.2 will, to the extent permitted by applicable Law, be provided to Buyer at the Closing); (b) all credit card receipts and ATM purchases as of the Closing; (c) all accounts receivables of Seller and payments processing due to Seller as of the Closing for services or products previously rendered or sold; (d) Seller’s cash and cash equivalents (including marketable securities and short-term investments, if any) not included in Target Working Capital Level (“Excluded Cash”); (e) all refunds of Taxes with respect to the Business for Pre-Closing Tax Periods; (f) the rights which accrue or will accrue to Seller and the Members under this Agreement and the Transactions; (g) any Contracts (i) relating to insurance or Benefit Plans, (ii) set forth on Schedule 2.2(g) or (iii) which are otherwise not Assigned Contracts (collectively, “Excluded Contracts”); and (h) any of Seller’s IP that is separately licensed to Buyer by the SB IP License.

Excluded Assets. Nothing herein contained shall be deemed to sell, transfer, assign or convey the Excluded Assets to Buyer, and Sellers shall retain all right, title and interest to, in and under the Excluded Assets. “Excluded Assets” shall mean all assets, properties, interests and rights of Sellers other than the Purchased Assets, including each of the following assets:

Excluded Assets. Notwithstanding anything to the contrary set forth herein, the Assets shall not include the following assets, properties and rights of Seller and its Affiliates (collectively, the “Excluded Assets”): (a) the names SunLink, SunLink Health Systems, SunLink Healthcare and Dexter Hospital and all iterations thereof; (b) all ownership and other rights with respect to Employee Benefit Plans and any contracts or agreements related thereto; (c) any permit, approval, license, qualification, registration, certification, authorization or similar right that by its terms or by law is not transferable to Purchaser, including those indicated on Schedule 4.11 as not being transferable; (d) all accounts and notes receivable, including any accounts or notes receivable from an Affiliate of Seller and any contingent worker’s compensation receivables accruing or relating to any period prior to the Closing, in each case whether billed or unbilled, accrued, recorded or unrecorded, with collection agencies or otherwise; (e) the charter documents of Seller, minute books, stock ledgers, tax identification numbers, books of account and other constituent records relating to the corporate organization of Seller; (f) any rights to causes of action, lawsuits, judgments, claims, defenses and demands of any nature available to or being pursued by Seller existing on the Closing Date or arising from Seller’s operations prior to the Closing Date whether or not accrued and whether or not disclosed and all rights and defenses in respect of Excluded Assets or the Excluded Liabilities; (g) the rights that accrue to Seller under this Agreement and the related documents; (h) all amounts payable to Seller with respect to third party payors pursuant to claims and cost reports of Seller for services rendered prior to the Closing (including all receivables, claims and settlements made pursuant to the Federal Reimbursement Allowance Program of the State of Missouri (“FRA Program”), Medicare, Medicaid, Blue Cross, and CHAMPUS/TRICARE cost reports filed or to be filed by Seller (or, subsequent to the Closing Date, by Purchaser) for, covering or determined with reference to, periods prior to the Closing Date relating to services rendered up to the Closing), in each case whether billed or unbilled, accrued, recorded or unrecorded, with collection agencies or otherwise; (i) all deposits, advances, pre-paid expenses and credits existing as of the Closing Date and all rights and defenses in respect of indebte...

Excluded Assets. (a) Notwithstanding any provision in this Agreement, Purchaser and the Purchaser Designated Affiliates are not purchasing or acquiring any of Seller Parent’s or its Affiliates’ (including the Conveyed Subsidiaries’ or their Subsidiaries’) right, title or interest in any assets, properties or rights other than the Purchased Assets (the “Excluded Assets”), including: (i) all assets constituting ownership interests in, or that are used or held for use in, the Retained Businesses, other than those assets identified as Purchased Assets in clauses (a) through (s) of Section 2.1; (ii) all Retained Real Property; (iii) (A) the Retained Facilities, (A) any owned and leased furniture, equipment, fixtures, machinery, supplies, spare parts, tools, tangible personal property and other tangible property located at the Retained Facilities or not Related to the Business, except as set forth on Section 2.1(d)(i)(B) of the Seller Disclosure Letter, and any personal computers and vehicles that are not primarily used by the Transferred Employees in respect of the Business, (A) the Information Systems of Seller Parent and its Subsidiaries, other than the Business IT Systems and (A) any leases relating to the assets described in the foregoing clauses (B) through (D); (iv) all legal and beneficial interest in the share capital or equity interest of any Person other than the Conveyed Subsidiaries (and their Subsidiaries), other than those equity interests set forth on Section 2.1(q) of the Seller Disclosure Letter; (v) all Shared Contracts and all other Contracts, sales orders, purchase orders, instruments and other commitments, obligations and arrangements to which Seller Parent or any of its Affiliates is a party or by which any of its or their properties, assets or rights is subject, in each case other than Assumed Contracts; (vi) all inventory (including all raw material inventory, work-in-process inventory, spare parts inventory and finished products inventory) other than the Inventory and any samples of Products; (vii) the Retained Names and all other Intellectual Property that is not Business IP, including such Intellectual Property licensed to Purchaser under an Ancillary Agreement or otherwise, and including as set forth on Section 2.3(a)(vii) of the Seller Disclosure Letter, and including the right to ▇▇▇ and recover and retain damages for past, present and future infringement or misappropriation or any other violation of any such Intellectual Property; (viii) all Gover...

Excluded Assets. It is expressly understood and agreed that the Assets shall not include the following (the "Excluded Assets"): (a) Except as otherwise provided in Section 2.1(j), cash and cash equivalents or similar type investments, such as certificates of deposit, Treasury bills and other marketable securities; (b) Except as may be agreed pursuant to Section 2.8(g), any assets of any qualified or non-qualified pension or welfare plans or other deferred compensation arrangements maintained by the Contributor or any Affiliate thereof for employees of the Contributor or any Affiliate thereof prior to the Closing Date; (c) Any of the Contributor's or any Affiliate's right, title and interest in and to (i) the names and logos set forth on Schedule 2.2(c) and any other statutory names, trade names or trademarks, indications or descriptions of which such names or any name similar thereto forms a part and (ii) any other trade names, trademarks, trademark registrations or trademark applications, copyrights, copyright applications or copyright registrations or any derivative thereof or design used in connection therewith that are not used principally in the normal operation and conduct of and are not uniquely applicable to the Contributed Business; (d) All claims and rights against third parties (including, without limitation, insurance carriers, indemnitors, suppliers and service providers), to the extent they do not relate to the Assumed Liabilities; (e) Claims for refunds of Taxes for time periods ending on or before the Closing Date, which Taxes remain the liability of Contributor under this Agreement; (f) Subject to the Master Intellectual Property Agreement, any and all of the Intellectual Property and Trademarks of the Contributor or any Affiliate thereof to the extent not used principally in the normal operation and conduct of or to the extent not applicable to the Contributed Business; (g) All items sold in the ordinary course of business prior to the Closing Date, none of which individually or in the aggregate are material to the normal operation and conduct of the Contributed Business; and (h) The tangible assets, intangible assets, real properties, contracts and rights, described in Schedule 2.2(h).

Excluded Assets. Notwithstanding the generality of Section 2.01, the following assets are not a part of the sale and purchase contemplated by this Agreement and are excluded from the Assets (the "Excluded Assets"): (a) the Excluded Contracts, all Excluded Contracts Receivable and proceeds of Excluded Contracts Receivable (but only to the extent any such Excluded Contracts Receivable (or its proceeds) was received by a Seller after notification from Buyer of the designation of such Contract as an Excluded Contract), drawings related to, and equipment specifically purchased pursuant to the requirements of, the Excluded Contracts; (b) the Completed Contracts and drawings related to the Completed Contracts; (c) inventory and supplies disposed of or exhausted and Assets transferred or disposed of prior to the Closing Date; (d) any avoidance claims available to Sellers under Chapter 5 of the Bankruptcy Code and all claims relating to Excluded Liabilities; (e) the Share Consideration, if any; (f) the Cash Consideration; (g) the Employee Payments; (h) the Excluded Subsidiary Stock; (i) any other assets excluded by mutual written agreement of the Parties; and (j) all claims and causes of action related to the assets described in clauses (a)-(i) above and all claims for breach of duty against professionals, advisors, directors, officers and employees of Sellers who do not become Hired Employees; provided, however, that with respect to any Excluded Asset, Buyer may, for a period of sixty (60) days after the Closing Date, designate any Excluded Asset as an Asset, and to the extent such Asset is in the possession or under the control of any Seller at the time of such notice, such Seller shall, at no additional cost to Buyer, promptly deliver to Buyer or Buyer's Designee such Asset and shall promptly execute, acknowledge and deliver to Buyer all deeds, bills of sale, assignments or other documents or instruments as are necessary or desirable to cause the assignment or conveyance of such Asset to Buyer or Buyer's Designee. Buyer shall be responsible for, and shall promptly reimburse Sellers for, any expenses incurred by Sellers from the time of such notice in respect of any Excluded Asset designated by Buyer as an Asset pursuant to this Section 2.02.