Excluded Assets

Excluded Assets. Assets purchased with the proceeds of the Vencore Purchase Money Financing and any financing described in clause (d) of the definition in the Purchase Agreement of "Permitted Indebtedness," only for so long as such Debt remains outstanding under the Vencore Purchase Money Financing or any such financing described in such clause (d).

Excluded Assets. Has the meaning set forth in (S) 2.2.

Excluded Assets. Means Sellers' accounts receivables relating to billings for advertising which has aired on or prior to March 31, 2002, security deposits in respect of its Facilities, DCGI's membership interest in DCGLLC and any other assets listed on Schedule 1.

Excluded Assets. Shall mean (i) cash, cash equivalents, accounts receivable and unbilled time and expenses held by CFES or the Seller that is attributable to the business conducted by the Selling Members and outstanding on the Effective Date, (ii) fixed assets other than those listed on Schedule 2.1.2, (iii) tax and accounting records of Seller, (iv) any personal goodwill of the Selling Members, and (v) the Software.

Excluded Assets. Means Seller's (a) corporate charter, qualifications to conduct business as a foreign corporation, arrangements with registered agents relating to foreign qualifications, taxpayer and other identification numbers, seals, minute books, stock transfer books, blank stock certificates, and other documents relating to the organization, maintenance, and existence of Seller as a corporation, (b) rights under this Agreement, (c) non-assignable Permits and (d) those certain ... Assets set forth on SCHEDULE 3 attached hereto. View More

Excluded Assets. The Assets do not include any of the following items (the "Excluded Assets"): 1.3.1 Except as provided in Sections 1.2.4 and 1.2.5 above, any cash, cash equivalents, receivables, or bank accounts of Seller; 1.3.2 Security deposits of Seller related to the Franchised Businesses, provided that, as a convenience to the parties, Seller shall leave in place its security deposits with respect to the Leases and Buyer shall reimburse Seller for such amounts at... Closing as provided in Section 4.1 below; 1.3.3 Life insurance policies on the life of any Stockholder and/or other officers and directors of Seller; 5 5 1.3.4 Motor vehicles, cellular telephones, personal computers, and other personal effects owned or leased by Seller and used exclusively by the Stockholders, all as listed in Schedule 1.3.4 to this Agreement; 1.3.5 The equity interest of Seller or its shareholders in The Princeton Review, Inc. (the "Stock"). Buyer and its affiliates shall furnish Seller with such waivers as may be necessary to waive the operation of any pre-existing contractual provision that would require Seller or the Stockholders to sell the Stock concurrently with the sale of the Franchised Businesses and/or termination of the Franchise Agreements. View More

Excluded Assets. Ss. 1.5(b)

Excluded Assets. 1.5(b)

Excluded Assets. Shall mean certain assets set forth in SCHEDULE 1.9, which will not be transferred or conveyed to Buyer hereunder, but instead will be retained by Seller following the Closing Date.

Excluded Assets. Means (i) any insurance contract or trust used to provide benefits to employees of Target and (ii) those assets of Target used primarily in operating Target's educational or database divisions (excluding any such assets listed on Schedule 1), including, without limitation, those assets that are listed on Schedule 2 hereto.