Excluded Banking Assets Sample Clauses

Excluded Banking Assets. Notwithstanding anything to the contrary contained in Section 3.1(a), BNY and its Subsidiaries will retain ownership of the following assets, properties, rights, Contracts and claims, wherever located, whether tangible or intangible, real, personal or mixed, which assets, properties, rights, Contracts and claims shall be excluded from the Purchased Banking Assets and shall not be transferred or sold hereunder (collectively, the "Excluded Banking Assets"): (1) all assets, properties, rights, Contracts and claims, including loans and extensions of credit in process, wherever located, whether tangible or intangible, real, personal or mixed, primarily related to the Excluded BNY Business; (2) all right, title and interest of BNY and its Subsidiaries in BNY Mortgage Company LLC and Promontory Interfinancial Network, LLC; (3) other than the Banking Leases, all leases, subleases, licenses or other Contracts pursuant to which BNY or any of its Subsidiaries leases, subleases or licenses real property; (4) all furniture, fixtures, equipment, materials and supplies, other than those items contemplated by Section 3.1(a)(3) and all works of art set forth on Schedule 3.1(b)(4); (5) all Excluded Banking Agreements; (6) any rights and obligations of BNY under securitization agreements, including any interest in Assigned Banking Loans that are subject of a securitization sponsored by BNY (including any retained residual interest) but not including any right to the Assigned Banking Loans after ceasing to be the subject to such securitization agreement; (7) all Tax refunds or credits or claims therefor to which BNY is entitled under Article XIV; (8) all assets related to BNY's or any of its Subsidiaries' employee benefit arrangements, including the Banking Employee Plans, except as otherwise provided in Section 13.2; (9) the Excluded Banking Premises and other real property, fixtures and improvements thereon; (10) other than the Purchased Banking IP and except as otherwise set forth in a Banking Related Agreement, Section 12.14 or otherwise in this Agreement, all IT Assets and Intellectual Property (including, without limitation, computer software, systems or programs or computer software agreements) of BNY and its Subsidiaries, including any rights (ownership, licensed or otherwise) to use the m▇▇▇ "BNY," any other trademarks, service marks, brand names, Internet domain names, logos, trade dress, trade names, corporate names and other indicia of origin, and any derivatives ...
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Related to Excluded Banking Assets

  • 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.

  • Investment Assets Those assets of the Fund as the Advisor and the Fund shall specify in writing, from time to time, including cash, stocks, bonds and other securities that the Advisor deposits with the Custodian and places under the investment supervision of the Sub-Advisor, together with any assets that are added at a subsequent date or which are received as a result of the sale, exchange or transfer of such Investment Assets.

  • Commingling Assets The assets of your IRA cannot be commingled with other property except in a common trust fund or common investment fund.

  • Excluded Contracts All of Seller's right, title and interest in, to and under the Contracts listed on Schedule 1.2(b) attached hereto (the "Excluded Contracts");

  • Investment Related Property Each Grantor recognizes that, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Investment Related Property conducted without prior registration or qualification of such Investment Related Property under the Securities Act and/or such state securities laws, to limit purchasers to those who will agree, among other things, to acquire the Investment Related Property for their own account, for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges that any such private sale may be at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the Securities Act) and, notwithstanding such circumstances, each Grantor agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Investment Related Property for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state securities laws, even if such issuer would, or should, agree to so register it. If the Collateral Agent determines to exercise its right to sell any or all of the Investment Related Property, upon written request, each Grantor shall and shall cause each issuer of any Pledged Stock to be sold hereunder, each partnership and each limited liability company from time to time to furnish to the Collateral Agent all such information as the Collateral Agent may request in order to determine the number and nature of interest, shares or other instruments included in the Investment Related Property which may be sold by the Collateral Agent in exempt transactions under the Securities Act and the rules and regulations of the Securities and Exchange Commission thereunder, as the same are from time to time in effect.