Excluded Assets

Example Definitions of "Excluded Assets"
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
Excluded Assets. Means all assets of Seller not listed on Schedule 1.2 including, but not limited to, Seller's cash accounts and accounts receivables and assets that are not used primarily in the Business.
Excluded Assets. Shall mean those assets of the Seller which are identified on States.
Excluded Assets. Shall mean those assets of REM which are identified as excluded assets on Schedule 2.2.
Excluded Assets. Those assets listed on Schedule 14(x), which shall be retained by Company
Excluded Assets. Shall have the meaning set forth in Clause 2.2.
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All Definitions