The Excluded Assets Sample Clauses
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The Excluded Assets. The Purchased Assets shall not include (a) any of the assets, whether tangible or intangible, real or personal, of the Pork Operations of Gold ▇▇▇▇'▇ Pet Food and Animal Health Division, (b) any cash, (c) any insurance policies and the rights to refunds thereunder other than as the parties may agree upon in writing (d) all assets of Gold ▇▇▇▇ Plans and Programs, (e) any tax refunds, (f) the trade names and trademarks containing the name "Gold ▇▇▇▇", "GK" or any variations thereof, (g) any current assets of the Inputs Business that are not included in the Post- Closing Statement of Net Current Asset Value, including any intercompany or intracompany receivables or claims, (h) any causes of action or claims that Gold ▇▇▇▇ may have against third parties with respect to matters occurring prior to Closing, (i) all assets other than the Records that are located at the Gold ▇▇▇▇ principal office located at ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, (▇) all assets of any business or business activities of Gold ▇▇▇▇ which are not part of the Inputs Business, (k) any shares of common stock or patronage preferred stock of CF Industries, Inc. held by Gold ▇▇▇▇ at the Closing, or (l) any other equity interest or investments (other than the Southern States equity referred to in Section 2.1(j) (the "Excluded Assets").
The Excluded Assets. Seller shall not sell and Acquiror shall not purchase or acquire and the Assets shall not include:
(a) Any cash or cash equivalents owned or held by Seller's bankruptcy estate;
(b) Books and records of the General Partner, including but not limited to, minutes of meetings of directors and stockholders of the General Partner, tax returns and records, books of account and ledgers (except to the extent specifically relating to the Business and such other records having to do with Seller's organization (although access and the ability to copy these documents shall be made available to Acquiror; provided, that, Acquiror will pay all reasonable costs in connection therewith);
(c) All accounts, notes and other receivables of the Seller (other than the Accounts);
(d) All prepaid expenses, advance payments, deposits and other similar assets including, without limitation, prepaid deposits with suppliers and utilities.
(e) All of the (i) issued and outstanding stock of Mor_ochem, Inc, and (ii) equity interests of ▇▇▇ Management, LLC owned by Seller;
(f) All intracompany and intercompany accounts of Seller;
(g) All claims of Seller against third parties (including, without limitation, (i) all claims of Seller arising from incidents occurring prior to the Closing Date, (ii) those claims not yet ascertained and/or liquidated and (iii) any avoidance or preference actions) relating to operations of the Business for the period prior to the Closing Date, except for such claims arising from Proration Items paid by Aquiror;
(h) All right, title and interest in and use of any "Bord_n" name, Seller name and any derivative thereof including, without limitation, all trademarks service marks, trade dress, logos, domain names, trade names and corporate names in the United States and all other nations throughout the world except with respect to Acquiror's use of the existing inventory of packaging supplies at the Illiopolis Plant acquired by Acquiror; and
(i) All intellectual property of Seller currently utilized in Seller's production facilities other than the Illiopolis Plant but only if not necessary for operation of the Business as currently operated (including, without limitation, all ▇.▇. ▇▇▇▇▇▇▇ Labworks and Railtrac software and any shrink wrap licenses).
The Excluded Assets. Other than the Acquired Assets referred to in Section 2.2 above, Buyers are not purchasing or acquiring, and Sellers are not selling or assigning, any assets of Sellers, including, without limitation, as set forth on Schedule 2.3 (the “Excluded Assets”), as such Schedule may be updated by Sellers after the Effective Date.
The Excluded Assets. 45 SCHEDULE 6....................................................................46
The Excluded Assets. Anything herein to the contrary notwithstanding, the ------------------- Purchased Assets shall not include the Excluded Contracts, which Excluded Contracts shall be retained by Seller.
The Excluded Assets. The foregoing notwithstanding, but without waiving or limiting the minimum working capital condition set forth in Section 6.8, the Purchased Assets shall not include cash on hand or in bank accounts (the "Excluded Assets").
The Excluded Assets. Notwithstanding anything to the contrary in ------------------- Section
2.1 the Assets (collectively, the "Excluded Assets") of the Seller that are not listed on Exhibit 2.1 hereto are not included in the Purchased Assets.
The Excluded Assets. All actions shall have been taken to distribute to Seller (or otherwise dispose of) all of the assets and liabilities included in and as contemplated by Section 2.5.
The Excluded Assets. Seller shall not sell and transfer and shall retain, and Buyer shall not purchase or acquire, all of the following assets and properties of Seller, as follows (collectively, the “Excluded Assets”):
(i) all (A) paper stock, forms and other supplies containing any logos, trade name, trademark or service ▇▇▇▇, if any, of Seller, other than all signage,
The Excluded Assets. For purposes of this definition, the number of days that a subscriber account receivable is “past due” will be determined from the first day of the period for which the applicable billing relates.