Excluded Assets

Excluded Assets. Has the meaning assigned to such term in Section --------------- 3.

Excluded Assets. Means present and future software programs which are copyrighted or copyrightable under the Federal Copyright Law, (i) software, computer information, source codes, object codes, records and data, all existing and future customer lists, patents and patent applications, copyrights, trademarks, tradenames, tradestyles, trademark applications, blueprints, drawings, designs and plans, trade secrets and formulae and any personal property subject to a purchase money lien that is a Permitted Lien the... terms of which prohibit further liens or encumbrances, but not including (i.e. the following WILL constitute Collateral) licenses of, and contracts for services in the performance of which Grantor makes use of, such software, source codes and any of the other aforesaid excluded assets, and (ii) all proceeds, including accounts receivable, from the sale or other disposition, including licensing, thereof. View More

Excluded Assets. Shall mean: (i) any books and records that Seller is required to retain pursuant to any statute, rule, regulation or ordinance, or which do not relate to the Purchased Assets; (ii) all payments and consideration to be received by Seller from Purchaser, and all rights and remedies of Seller, under this Agreement or any agreement, instrument or other document delivered by or on behalf of any Purchaser pursuant... hereto; (iii) Seller's corporate franchise (other than the name "Skye Multimedia"), stock record books, corporate minute books, books of account and ledgers, and such other records having to do with Seller's organization or stock capitalization, and the assets set forth in Exhibit D. View More

Excluded Assets. All of the following properties, assets, rights, interests and claims: (i) all rights and interests arising under or in connection with that certain Commercial General Liability Policy Number L7116351 issued by United National Insurance Company, that certain Umbrella Liability Policy Number CU46734 issued by United National Insurance Company and any other Insurance Policies (including further, without limitation, the rights and interests of any officer, employee or other person... or entity who is an insured under any such policy); (ii) all rights and claims of any kind (including, without limitation, counterclaims, cross-claims, and rights to indemnification, subrogation and contribution, whether prosecuted by the Pinnacle Constituent Parties or any other Person insured under any such policies or by their insurers through any of the foregoing) against any Person arising from or relating to the Noseff Litigation; (iii) the bank accounts identified on Exhibit A hereto; (iv) the Hobbs Lateral Property; and (v) all rights and interests arising under the Simmons Engagement Letter. View More

Excluded Assets. Means those funds set aside by Debtor for the express purpose of paying deductibles and premiums for directors and officers insurance policies. For the avoidance of doubt, the $1,150,000 balance and any earnings thereupon currently held in that certain UBS account, with account number CP 49028, are Excluded Assets. In the event such $1,150,000 balance in the UBS account shall be subsequently transferred to one or more other bank accounts, the balance(s) in any such subsequent bank accounts... shall remain Excluded Assets. View More

Excluded Assets. Means all now existing or subsequently created or acquired Accounts and accounts receivable.

Excluded Assets. (i) all the capital stock and other equity interests of the Guarantors, and all capital stock and other equity interests owned, directly or indirectly, by the Company, (ii) all deposit accounts, other than the Blocked Account and (iii) all Intellectual Property other than Intellectual Property that is owned by a Guarantor or the Company and registered with the United States Patent and Trademark Office or the United States Copyright Office as of the Original Issue Date.

Excluded Assets. Means the following assets, which shall not be included in the definition of Assets and shall not be sold by Seller to Purchaser pursuant to this Agreement: (i) The minute books and other partnership records of Seller relating to its organization and existence; (ii) All cash and cash equivalents, credits, rebates and refunds, notes receivable, loan receivables, and Accounts; (iii) All workers' compensation and other insurance refunds and... dividends (including refundable self-insurance reserves, if any) payable to Seller; (iv) All claims and rights concerning any litigation in which Seller is a claimant; (v) All Tax Returns (as defined in Section 5.14 (c) below) of Seller. View More

Excluded Assets. Means the following assets, which shall not be included in the definition of Assets and shall not be sold by Seller to Purchaser pursuant to this Agreement: (i) The minute books, stock books, corporate seals and other corporate records of Seller relating to its organization and existence; (ii) All cash and cash equivalents, credits, rebates and refunds, notes receivable, loan receivables, and Accounts; (iii) All workers' compensation and other... insurance refunds and dividends (including refundable self-insurance reserves) payable to Seller; (iv) All claims and rights concerning any litigation in which Seller is a claimant; (v) Any ownership interest of Seller in The Home Dental Management Group, L.L.C., Lighthouse Hospice Limited Partnership ("Lighthouse"), The Home Services & Staffing Group, LLC, and The Home Services Care Group, LLC (the "Subsidiaries"); and (vi) All Tax Returns (as defined in Section 5.14 (c) below) of Seller. View More

Excluded Assets. Means the following assets of Seller: (i) cash or cash equivalents; (ii) all trade accounts receivable of Seller outstanding immediately prior to the Closing Date; (iii) all amounts owed under the Contracts for materials and/or services provided by Seller, whether provided by Seller before, on or after the Closing Date (such materials and/or services, "Seller-Performed Work"); (iv) insurance policies of Seller and claims receivable thereunder, or bonds, letters of credit or similar items or any... cash surrender value in regard thereto; (v) the corporate seals, charter documents, minute books, stock books and other similar documents pertaining to the organization of Seller; (vi) Seller's name, trade names, trademarks, copyrights, licenses, patents (including patents pending and/or applied for), computer software or other intellectual property of any kind whatsoever; (vii) Seller's books, records and manuals pertaining to the Business; (viii) telephone numbers currently used by Seller; and (ix) claims or rights against third parties Seller may have or hereafter acquire arising out of any matters occurring prior to the close of business on the Closing Date, including, without limitation, claims for refunds of federal, state or local franchise, income or other taxes; (x) all inventory of Seller; and (xi) the tangible personal property listed on Schedule 4. View More