Excluded Assets

Excluded Assets. (a) cash in hand or at bank and all cheques and other securities representing them; (b) the Excluded Contracts; (c) the Excluded Items; (d) the Properties; (e) the Excluded Individuals; (f) the Debts; and (f) the Domain Names;

Excluded Assets. The assets and properties of the Company described on Schedule D attached hereto.

Excluded Assets. Means the personal property of Seller listed on Schedule 1.1 hereto.

Excluded Assets. Means those assets listed on Schedule 1.1(c) attached hereto.

Excluded Assets. Means all of the following assets of Seller: Cash; insurance policies relating to the operation of the Business; all assets owned or held under any Employee Benefit Plans; all refunds or credits, if any, of Taxes due to or from Seller or Seller Stockholders; the minute books, stock transfer books and corporate seal of Seller; any rights (including indemnification) and claims and recoveries under litigation of Seller against third parties arising out of or relating to events prior to the Closing... Date; the rights of Seller in, to and under all Contracts of any nature, the obligations of Seller under which are expressly not assumed by Buyer hereunder; and the specific items of personal property listed on Schedule B hereto. View More

Excluded Assets. Means (i) the collective reference to any property to the extent that and for as long as such grant of a security interest (A) is prohibited by any Requirement of Law (as defined in the Credit Agreement), (B) requires a filing with or consent from any Governmental Authority (as defined in the Credit Agreement) pursuant to any Requirement of Law that has not been made or obtained, or (C) constitutes a breach or default under or results in the termination of, or requires any consent not obtained... under, any lease, license or agreement, except to the extent that such Requirement of Law or provisions of any such lease, license or agreement is ineffective under applicable law or would be ineffective under Sections 9-406, 9-407, 9-408 or 9-409 of the New York UCC to prevent the attachment of the security interest granted hereunder; provided, that the security interest granted hereby (A) shall attach at all times to all Proceeds of such property, (B) shall attach to such property immediately and automatically (without need for any further grant or act) at such time as the condition described in clause (i) ceases to exist and 2 (C) to the extent severable shall in any event attach to all rights in respect of such property that are not subject to the condition described in clause (i) and (ii) any Foreign Subsidiary Voting Stock excluded from the definition of "Pledged Collateral" (each as defined in the Pledge Agreement). View More

Excluded Assets. Excluded Assets (as defined herein)

Excluded Assets. Shall mean those assets of the Companies which are identified as excluded assets on Schedule 2.1.

Excluded Assets. Shall mean any and all assets and properties of Assignor (other than the Assumed Assets) and any and all of Assignor's right, title and interest therein.

Excluded Assets. Means all assets, other than Assets, including Seller's (a) tangible personal property (such as machinery, equipment, inventories of raw materials and supplies, manufactured and purchased parts, goods in process and finished goods, furniture, automobiles, trucks, tractors, trailers, tools, jigs, and dies), (b) Intellectual Property, goodwill associated therewith, licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, remedies against infringements thereof,... and rights to protection of interests therein under the laws of all jurisdictions, (c) leases, subleases, and rights thereunder, (d) agreements, contracts, indentures, mortgages, 16 instruments, Liens, guaranties, other similar arrangements, and rights thereunder, (e) accounts, notes, and other receivables, (f) securities, (f) claims, deposits, prepayments, refunds, causes of action, choses in action, rights of recovery, rights of set-off, and rights of recoupment (including any such item relating to the payment of Taxes), (h) franchises, approvals, permits, licenses, orders, registrations, certificates, variances, and similar rights obtained from governments and governmental agencies, (i) books, records, ledgers, files, documents, correspondence, lists, plats, architectural plans, drawings, and specifications, creative materials, advertising and promotional materials, studies, reports, and other printed or written materials, and (j) Cash in an amount equal to Seller's good faith estimate of the unpaid Taxes (other than Income Taxes) of Seller arising with respect to periods beginning after the date of the Most Recent Balance Sheet in the Ordinary Course of Business (computed in accordance with the past custom and practice of Seller in filing its Tax Returns), provided, however, that the Assets shall not include (i) the 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 or (ii) any of the rights of Seller under this Purchase Agreement (or under any side agreement between Seller on the one hand and Purchaser on the other hand entered into on or after the date of this Purchase Agreement). View More