Excluded Assets

Excluded Assets. The meaning set forth in Subsection 4.1(b)

Excluded Assets. All assets, property, rights and interests of Seller and its Affiliates other than the Purchased Assets, including (a) Cash; (b) all refunds, claims for refunds or rights to receive refunds from any Taxing Authority with respect to any and all Taxes paid or to be paid by Seller or any of its Affiliates (including any and all Taxes paid or to be paid by any of Seller's Affiliates on behalf of Seller) and any funds Seller receives from TriNet Group, Inc. for the Coronavirus Aid, Relief and... Economic Security Act payroll tax credits; (c) all insurance policies and insurance Contracts insuring the Purchased Assets, together with any claim, action or other right Seller or any Affiliate of Seller may have for insurance coverage under any past or present policies and insurance Contracts insuring the Purchased Assets; (d) the original global safety database relating to the Product; (e) Butalbital/APAP/Caffeine ANDA A206615; (f) TaperDex (dexamethasone); (g) Dihydrocodeine, Acetaminophen and Caffeine capsules under the trademark Trezix® and its Authorized Generic Version approved under US FDA ANDA A204785; (h) Nalfon capsules under US FDA NDA N017604; (i) Fenoprofen Calcium tablets under US FDA ANDA A072267; (j) Uncollected Execution Date Accounts Receivable and (k) all Excluded Items, but excluding, in each case, the Purchased Assets. View More

Excluded Assets. Any assets which are held from time to time in Account Number Z42-496693 maintained by Debtor with fidelity Investments and any account that replaces such account, and (iii) any other account in which assets are held to secure RIC Borrowings (as defined in the Loan Agreement) in compliance with Sections 7(d)(x) and 7(e)(iii) of the Loan Agreement

Excluded Assets. 1.1(b)

Excluded Assets. (a) any Capital Stock in any Person organized or formed in a jurisdiction outside the United States of America that is owned or otherwise held by the Grantor that would result in more than 65% of the Capital Stock in such Person entitled to vote (on a fully diluted basis) being pledged in favor of the Collateral Trustee pursuant to this Security Agreement or any other Loan Document; (b) the Grantor's right, title or interest in any license, contract or agreement to which the Grantor is a party... or any of its right title or interest thereunder to the extent, but only to the extent, that the grant of a security interest pursuant to this Security Agreement (i) would be prohibited under the terms of such license, contract or agreement to which the Grantor is a party (other than to the extent that any such term would be rendered ineffective pursuant to Section 9-406, 9-407, 9-408 or 9-409 of the UCC or any other applicable law, including foreign law) or (ii) would be permitted only with the consent of any other Person, which consent has not been obtained; provided that, immediately upon the ineffectiveness, lapse or termination of any such provision, the Collateral shall include, and the Grantor shall be deemed to have granted a security interest in, all of such rights and interests as if such provision had never been in effect; and (c) Accounts, Chattel Paper, Commercial Tort Claims, Commodity Accounts, Contracts, Deposit Accounts, Equipment, General Intangibles, Incidental Rights, Instruments, Inventory, Investment Property, Letter of Credit Rights, Payment Intangibles, Documents, Goods, Supporting Obligations and Securities Accounts, and all Proceeds thereof, in each case relating to the purchase, transport or marketing by the Borrower of any goods, services, products or other items other than Eligible Products. View More

Excluded Assets. All assets of SELLER other than the Purchased Assets

Excluded Assets. Any provision of this Agreement to the contrary notwithstanding, the following shall not be included in the Assets and shall be Excluded Assets under this Agreement: (a) The Excluded Intellectual Property; (b) All of Seller's accounts receivable (which, to avoid confusion, does not include any receivable relating to any Purchase Order); (c) All of Seller's prepaid expenses, other than those certain prepaid trade show expenses as set forth on Schedule 1.2(j); (d) All claims and rights concerning... any litigation in which Seller is a claimant; (e) Any written or oral contracts or agreements other than the Assumed Contracts; (f) The minute books, stock books, corporate seals and other corporate records of Seller relating to its organization and existence; provided, however, that after execution of this Agreement, Seller shall, on request and upon reasonable notice, make such books, records and other materials and information available to Purchaser for inspection and copying at all times during normal business hours from time to time after the Closing; (g) All tax returns and records of Seller; (h) All pension plans of Seller in respect of the Employees; (i) All Real Property whatsoever; and (j) Any other items listed on the attached Schedule 1.16, including certain items of Inventory valued at $160,000 set forth on Schedule 1.16 (the "Retained Inventory"). View More

Excluded Assets. (1) cash, cash equivalents and marketable securities (determined in accordance with GAAP) of Seller; (2) all assets, tangible and intangible, of the Seller that are not used solely in connection with the Business; (3) all financial, accounting and bookkeeping books and records, minute books of Seller that are not Business Records; (4) All assets related to any Employee Benefit Plan of Seller or any Affiliate thereof; (5) Any and all Tax credits and Tax refunds relating to the operation of the... Business prior to Closing other than any such credits and refunds relating to an Assumed Operating Liability; (6) Any permits of Seller relating to the Business that are not assignable to Purchaser; (7) The Accounts Receivable; (8) The name 'MAXWELL,' alone or in any combination with any other words; and (9) All software or network connections which relate to, or connect with, Seller's and Maxwell's computer systems. View More

Excluded Assets. Only the Home Health Assets set forth above and on the related schedules are being sold and transferred to the Purchaser. Without limiting the generality of the foregoing, the Seller is not selling or transferring the following assets relating to the Home Health Business: insurance policies providing coverage to Seller and all rights under such policies, any tax identification number, all cash on hand, depositary accounts and the agreements between Seller and any of its banks; any of Seller's... accounts receivables or any indebtedness owing to Seller, and cost report receivables; furniture, fixtures, and leasehold interests of the Seller; any right to the name "River Region Home Health Agency" or any variation thereof; automobiles used by Seller for the operation of Seller's Home Health Business or otherwise; and any other assets not specifically identified as being sold pursuant to this Agreement. View More

Excluded Assets. The assets of Sellers which are not to be sold and transferred to Purchaser pursuant to this Agreement and are set forth in detail in Schedule 1.03. Excluded assets includes the following: organizational documents of Sellers, insurance policies providing coverage to Sellers and all rights under such policies, Sellers' tax identification numbers, all cash on hand, Sellers' depositary accounts and the agreements between Sellers and Sellers' bank(s), all of Sellers' accounts receivables and all... other indebtedness owing to Sellers, cost report receivables, any vehicles leased or owned by Sellers, and medical records of Sellers' patients (copies will be furnished to Buyers upon obtaining appropriate consents from each patient). View More