Excluded assets

39 distinct versions of this provision, from purchase and merger agreements filed with the SEC. Below are 12, each quoted exactly as drafted, each linked to the filing it came from. No two are from the same company.

1. 01

   Excluded Assets

   Purchaser acknowledges that the Transferred Assets shall consist only of those assets described in Section 2.1.2 and all other assets of Seller are excluded (collectively, the “ Excluded Assets ”), including all of Seller’s right, title and interest to and under the following assets as of the Closing Date: (a) any Excluded Taxes; (b) all cash and cash equivalents of Seller; (c) all Contracts other than the Assumed Contracts (the “ Excluded Contracts ”); (d) all statements of work, proposals or similar documents executed pursuant to any Contract (including the Assumed Contracts) that are not related to, or used or held for use in connection with, any Specified Program or otherwise exclusively related to the Transferred Assets; (e) all rights, claims and credits of Seller to the extent relating to any Excluded Asset or any Excluded Liability; (f) all minute books and corporate seals, Tax Returns (except for non-income Tax Returns directly related to the Transferred Assets) and similar records of Seller and any attorney work product, attorney-client communications and other items protected by attorney-client or similar privilege; (g) all rights of Seller relating to Tax prepayments, Tax deposits, Tax refunds, other Tax assets or any other rights relating to the recovery or recoupment of Taxes (including any refunds or rights or claims to refunds of Taxes, Tax deposits, or other Tax assets for any Tax period (or portion thereof) ending on the Closing Date to the extent relating to the Transferred Assets); and (h) except to the extent included in the Transferred Assets, all other properties, assets, goodwill and rights of Seller of whatever kind and nature, real, personal or mixed, tangible or intangible. 2.1.4 Assumed Liabilities; Excluded Liabilities . (a) The term “ Assumed Liabilities ” means all (a) Liabilities under or relating to the Assumed Contracts (including all purchase orders that become due on or after Closing) only to the extent the Assumed Contracts are actually assigned to Purchaser, and (b) all other Liabilities relating to the Transferred Assets set forth on Schedule 2.1.4, in each case, accruing with respect to any period commencing on and after the Closing (but, for the avoidance of doubt, excluding any Liability to the extent arising from or relating to the performance or non-performance thereof prior to the Closing). (b) Notwithstanding any […]

   Atreca, Inc. (CIK 0001532346) · filed 2024-04-22 · read the filing · this wording recurs in 4 agreements we hold

2. 02

   Excluded Assets

   Specifically excluded from the Purchased Assets are (i) the corporate seals, corporate books and minutes, corporate files, accounting, tax and financial records and records related to corporate governance of the Company; (ii) all Company bank accounts and all Company monies (including cash) on hand as of the Closing Date; (iii) all credit card receipts and ATM purchases as of the Closing Date; (iv) securities of any type, whether marketable or not; (v) prepaid expenses; (vi) all accounts or notes receivable of, or held by, the Company not generated by the business of the Company; (vii) rights to recovery, offset or refund of any kind or character, whether with respect to monies owing, insurance policies, taxes paid or otherwise, and which are not associated with the business of the Company or the Purchased Assets; (viii) the Company’s rights under or pursuant to this Agreement and the other agreements, documents, certificates and other instruments entered into or delivered in connection with this Agreement to which the Company is a party; (ix) all business insurance policies of the Company; (x) all employee benefit plans of the Company; (xi) the liquor, spirits, wine or beer inventory located at the Business (subject to Section 1.5; (xii) any permit or license issued by the Texas Alcoholic Beverage Commission; (xiii) any real estate held in fee simple by the Business and (xiv) any permit or license issued by any governmental agency related to operation by the Company or at the Premises of an Adult Entertainment Establishment or Sexually Oriented Business and (xiv) any intellectual property rights excluded in Section 1.1(g) hereof (; (hereinafter collectively referred to as the “ Excluded Assets ”)

   RCI HOSPITALITY HOLDINGS, INC. (RICK) (CIK 0000935419) · filed 2022-12-15 · read the filing · this wording recurs in 4 agreements we hold

3. 03

   Excluded Assets

   Notwithstanding the provisions of Section 2.1, no right, title or interest is being sold, assigned, transferred, conveyed or delivered to Cardurion in or to (a) any property and assets of Imara that are not Purchased Assets (including any and all amounts of cash and cash equivalents of Imara), (b) any rights or claims of Imara under this Agreement or any of the Ancillary Agreements, (c) all assets of Imara exclusively related to IMR-261 and (d) all assets of any Third Party with whom Imara enters into a transaction on or after the Execution Date pursuant to which it becomes (or will become) an Affiliate of such Third Party (collectively, the “ Excluded Assets ”)

   IMARA Inc. (ELVN) (CIK 0001672619) · filed 2022-09-23 · read the filing · this wording recurs in 3 agreements we hold

4. 04

   Excluded Assets

   Notwithstanding any provision in this Agreement to the contrary, Seller shall not sell, and Buyer shall not purchaser or acquire, and the Purchased Assets shall not include the following assets (collectively, the “ Excluded Assets ”): (a) all cash and cash equivalents of Seller; (b) all accounts receivable of Seller; (c) any prepaid expenses, credits, accounts receivable, refunds, rights of set off, rights of recoupment, deposits and other amounts or receivables arising from or relating to the ownership of the Purchased Assets prior to the Closing; (d) all rights to any Actions of any nature available to or being pursued by Seller or any Seller Affiliate to the extent arising from or relating to the ownership of any of the Purchased Assets identified herein prior to the Closing, whether arising by way of counterclaim or otherwise, including, without limitation, any cause of action, judgment, award, recovery, proceeds or other amounts received or recovered with respect to the Designated Litigation A-8 TABLE OF CONTENTS ​ ​ (e) all of Seller’s rights under warranties, indemnities and all similar rights against third parties to the extent arising from or relating to the ownership of any of the Purchased Assets identified herein prior to the Closing; (f) all insurance benefits, including rights and proceeds, arising from or relating to ownership of the Purchased Assets prior to the Closing; (g) any equity interest in Seller or any of its Subsidiaries (including, for the avoidance of doubt, The Chosen Texas, LLC); (h) all right, title and interest in and to the Intellectual Property and any and all other tangible and intangible property and rights with respect to projects currently entitled [***] and “Jonathan and Jesus”; (i) all tangible or physical assets (including, without limitation, props, sets, wardrobe, equipment, etc.) whether now in existence or hereafter created, in connection with the production of the Chosen Series; (j) all computer programs, operating systems, applications, firmware and other code, including all source code, object code, application programming interfaces, data files, databases, protocols, specifications, owned or licensed by Seller and/or an Affiliate of Seller, including, without limitation, software licensed and or owned by Seller and/ or an Affiliate of Seller in connection with the development, production and/or post-production […]

   Chosen, Inc. (CIK 0001733443) · filed 2024-05-13 · read the filing · this wording recurs in 2 agreements we hold

5. 05

   Excluded Assets

   Notwithstanding anything contained herein to the contrary, Cyclerion shall retain, and Buyer shall not acquire or assume, any and all assets of Cyclerion not included in Purchased Assets, including the following assets, properties and rights (collectively, the “ Excluded Assets ”): (a) all cash and cash equivalents of Cyclerion, together with all rights to all bank accounts of Cyclerion; (b) all accounts receivable of Cyclerion; A-11 TABLE OF CONTENTS (c) all minute books, organizational documents, stock registers and such other books and records of Cyclerion that pertain to the ownership, organization and existence of Cyclerion and its Subsidiary; (d) all personnel files for all current and former employees of Cyclerion who do not become Transferred Employees; (e) all assets and Contracts related to, or assets held with respect to, the benefit plans of Cyclerion; (f) all rights of Cyclerion under the Transaction Agreements; (g) all Contracts of Cyclerion and its Subsidiary that are not Assumed Contracts, including those Contracts set forth in Section 2.2(g) of the Disclosure Schedules (the “ Excluded Contracts ”); (h) all insurance policies and related Contracts of Cyclerion and all rights thereunder (including the right to make claims thereunder and to the proceeds thereof); (i) all assets, properties and rights, including all Contracts, primarily related to Cyclerion’s business other than the Purchased Assets; (j) all abandoned or unclaimed property reportable under any state or local unclaimed property, escheat or similar Law and associated with periods prior to the Closing Date; (k) all Intellectual Property rights owned or controlled by Cyclerion that are not primarily related to the research, development, manufacture, commercialization and other exploitation of the Purchased Programs, including the Intellectual Property rights set forth in Section 2.2(k) of the Disclosure Schedules, and all the goodwill associated therewith; (l) Cyclerion’s or its Subsidiary’s claims, causes of action, defenses and rights of offset or counterclaim against third parties not primarily related to any Purchased Asset or any Assumed Liability, as well as any claims, defenses, rights of offset or counterclaims made by Cyclerion or its Subsidiary against Third Parties related to any Purchased Assets but only to the extent in respect of the claims, causes of action, defenses […]

   Cyclerion Therapeutics, Inc. (CYCN) (CIK 0001755237) · filed 2023-06-09 · read the filing · this wording recurs in 2 agreements we hold

6. 06

   Excluded Assets

   Each of the Parties expressly understands and agrees that, notwithstanding anything to the contrary contained herein, the following assets and properties of the Seller and the Transferred Subsidiaries prior to the Closing (the “ Excluded Assets ”) shall be excluded from the Purchased Assets and shall remain assets and properties of the Seller, as applicable, following the Closing: (a) the corporate seals, Organizational Documents, minute books, stock books, Tax Returns, books of account or other records having to do with the corporate organization of the Seller; Annex A-2 Table of Contents (b) all of the cash or Cash Equivalents of the Seller held in the cash and money market accounts in the name of the Seller set forth in Section 2.2(b) of the Disclosure Schedule (the “ Excluded Cash ” and any such accounts the “ Excluded Cash Accounts ”); (c) all insurance policies of the Seller and all rights to applicable claims and proceeds under insurance policies of the Seller or any replacement or renewal policies therefor; provided , however , that nothing in this Sectio n 2.2(c ) is intended to diminish or nullify the rights granted to the Buyer in Section 6.14(b) ; (d) the Contracts listed in Section 2.2(d) of the Disclosure Schedule; (e) the Benefit Plans listed in Section 2.2(e) of the Disclosure Schedule (the “ Excluded Benefit Plans ”); (f) the Marks listed in Section 2.2(f) of the Disclosure Schedule (the “ Excluded Marks ”); (g) all Tax attributes, including all net operating loss carryforwards, Tax refunds, credits, and prepayments of the Seller (other than (i) Tax refunds (or credits in lieu of refunds) described in Section 7.7 and (ii) the Buyer’s portion of Tax refunds described Section 7.6(b) of the Disclosure Schedule); (h) all rights to any action, suit or claim of any nature available to or being pursued by the Seller, whether arising by way of counterclaim or otherwise, to the extent in respect of any other Excluded Asset or Excluded Liability; (i) all guarantees, warranties, indemnities and similar rights in favor of the Seller in respect of any other Excluded Asset or Excluded Liability; (j) all rights of the Seller under the Transaction Documents; (k) all records, correspondence and other materials prepared by or on behalf of the Seller in connection with the sale of the Purchased Assets to the Buyer; and (l) assets set forth in Section 2.2(l) of […]

   ContextLogic Inc. (LOGC) (CIK 0001822250) · filed 2024-03-15 · read the filing · this wording recurs in 2 agreements we hold

7. 07

   Excluded Assets

   Notwithstanding anything else contained in this Agreement or in any Other Transaction Document, the following assets of Seller shall not be included in the Assets and shall not be sold, transferred, conveyed, or acquired pursuant to this Agreement (collectively, the “ Excluded Assets ”): (A) the tax, medical and other records relating to the Business to the extent nontransferable to Buyer by Law; (B) all personal effects, such as personal photographs, books, award certificates, memorabilia, artifacts, mementos, and other similar items of Seller’s stockholders, directors, officers, and employees; (C) the contracts, if any, specified on Schedule 2.2; (D) All cash in excess of $150,000 which may be contained in any Seller deposit accounts of the Business as of the Closing Date; and (E) All accounts receivable for services rendered and/or products sold and installed (i) on or before August 31, 2021 and (ii) which are collected by or before September 30, 2021. 5 2.3 Assumption of Only Certain Specified Liabilities and Obligations . The only Liabilities and obligations of Seller that Buyer will assume or be obligated to pay, perform or discharge are the following: (A) any and all claims, suits, actions and Liabilities relating to or affecting the Assets or the Business arising, or occurring during, any period following the Closing, except to the extent such claims, suits, actions and Liabilities are directly attributable or related to a breach, default, negligence or other wrongful conduct taken or omitted to be taken by Seller prior to the Closing; (B) the obligations of fulfilling the commitments of Seller with respect to any subscription products or services sold by Seller prior to the Closing and existing at the Closing and which have been prepaid to Seller prior to the Closing; and (C) any and all obligations and Liabilities of Seller under the Contracts (i) included in the Assets, together with (ii) those existing Contracts set forth in Schedule 2.3. The Liabilities and obligations assumed by Buyer pursuant to this Section 2.3 and Schedule 2.3 are referred to collectively as the “ Assumed Liabilities ”

   iCoreConnect Inc. (ICNP, ICCRW) (CIK 0001408057) · filed 2023-03-23 · read the filing · this wording recurs in 2 agreements we hold

8. 08

   Excluded Assets

   The Purchaser and the Sellers expressly understand and agree that, at the Closing, the Purchaser is not purchasing or acquiring, and the Sellers are not selling or assigning to the Purchaser, any asset that is not a Purchased Asset (each, an “ Excluded Asset ” and collectively, the “ Excluded Assets ”). The Excluded Assets include, for the avoidance of doubt, the assets or properties of the Sellers set forth below: 2.2.1 all bank accounts and related deposit and payment systems used in the Business; 2.2.2 Cash; 2.2.3 intercompany receivables (including receivables arising from intercompany debt or other intercompany obligations) and all intercompany Contracts and other contractual obligations; 2.2.4 all insurance policies of the applicable Seller and all rights to applicable claims and proceeds thereunder, including any prepaid insurance premiums or insurance recoveries thereunder and the right to assert claims with respect to any such insurance recoveries, whether arising before or after Closing; 2.2.5 the original corporate seals, organizational documents, minute books, stock books, Tax Returns, books of account or other records having to do with the corporate organization of the Sellers, all employee-related or employee benefit-related files or records, and any other books and records which the Sellers is prohibited from disclosing or transferring to the Purchaser under applicable Law and is required by applicable Law to retain; 2.2.6 all claims, causes of action, rights of recovery and rights of setoff to the extent related to the Excluded Assets and the Excluded Liabilities; 2.2.7 the rights which accrue or will accrue to any Seller Party under this Agreement and the Ancillary Agreements; 2.2.8 all Plans and assets attributable thereto; 2.2.9 all documents, information and correspondence relating to or prepared in connection with the negotiation and execution of this Agreement and the Ancillary Agreements; A- 6 2.2.10 the Contracts, assets, properties and other rights specifically set forth on Schedule 2.2.10 ; and 2.2.11 all Tax assets (including Tax refunds and prepayments) of the Sellers or any of their Affiliates

   American Virtual Cloud Technologies, Inc. (CIK 0001704760) · filed 2022-02-14 · read the filing · this wording recurs in 2 agreements we hold

9. 09

   Excluded Assets

   Notwithstanding any provision in this Agreement to the contrary, the Purchased Assets shall not include any of the following assets, properties, rights, or interests of Seller (collectively, the “ Excluded Assets ”): (a) all claims for and rights to receive tax refunds with respect to taxable periods (or portions thereof) ending on or prior to the Closing Date; (b) all of Seller’s rights under any contracts and agreements which are not Assumed Contracts; (c) all minute books and other corporate records of Seller; and (d) all rights that accrue to Seller under this Agreement

   HIGH WIRE NETWORKS, INC. (HWNI, HWNID) (CIK 0001413891) · filed 2025-10-14 · read the filing · this wording recurs in 2 agreements we hold

10. 10

    Excluded Assets

    MCIP expressly understands and agrees that it is not purchasing or acquiring, and MRCC is not selling, transferring or assigning, any and all assets not expressly identified in Section 1.1 , including without limitation any rights of MRCC under the Merger Agreement and this Agreement, MRCC’s organizational documents, stock records, licenses and permits, cash, cash equivalents, accounts receivable and bank deposits not expressly included in the Purchased Assets, intellectual property, information technology, and all other tangible and intangible property (collectively, the “ Excluded Assets ”)

    Horizon Technology Finance Corp (HRZN, HTFB, HTFC) (CIK 0001487428) · filed 2025-09-08 · read the filing · this wording recurs in 2 agreements we hold

11. 11

    Excluded Assets

    Notwithstanding any provision herein to the contrary, Buyer expressly understands and agrees that Seller shall not sell, assign, convey, transfer or deliver to Buyer any assets of Seller other than the Purchased Assets and, the Parties acknowledge that, for the avoidance of doubt, the “Purchased Assets” do not include the assets, rights or interests of Seller set forth on Schedule II (collectively, the “ Excluded Assets ”)

    Coherus BioSciences, Inc. (CHRS) (CIK 0001512762) · filed 2025-01-14 · read the filing · this wording recurs in 2 agreements we hold

12. 12

    Excluded Assets

    Notwithstanding any provision of this Agreement to the contrary, there shall be excluded from the Sale Assets the following assets in existence on the Closing Date (the “ Excluded Assets ”): (a) Cash . Any and all cash, cash equivalents, cash deposits to secure contract obligations, bank deposits and securities held by Seller at the Closing Date; provided that any such cash that is for services or obligations of the Business after the Closing Date (to the extent Seller receives a credit therefor) other than the Fulfillment Liability shall be included as part of the Sale Assets; Asset Purchase Agreement Salem Church Products Page 3 of 43 (b) Personal Items . All personal items owned by employees or independent contractors of Seller and located at Seller’s place of business (the “ Personal Items ”); (c) Certain Records . Any books and records related to Seller’s corporate organization and any records of Seller not related to the Business or that Seller is required to retain by law; provided, however, with respect to any such records that Seller is reasonably required: (i) to retain by law; or (ii) to disclose for financial reporting purposes and, in each case, that constitute Records, Buyer shall be entitled to complete and correct copies thereof; (d) Fiduciary Assets . Any assets of Seller relating to any employee benefit plan, arrangement, policy or commitment (including any employee benefit plan within the meaning ascribed to such term in ERISA including, without limitation, any employment, consulting or deferred compensation agreement, executive compensation, bonus, incentive, pension, profit sharing, savings, retirement, stock option, stock purchase or severance pay plan, any life, health, disability, accident or insurance plan or any holiday, vacation or other employee practice, policy or benefit); (e) Unassumed Contracts . All rights and interests of Seller in, to or under any Contract other than the Assumed Contracts; (f) Real Property . The real property of Seller used by Seller located at 111 Virginia Street, Second Floor, Richmond, VA 23219; (g) Accounts Receivable . The Seller Accounts Receivable (as that term is defined in Section 8.4 herein); (h) Other Excluded Assets . Any tangible or intangible asset listed on Schedule 1.2(h) hereof; (i) Insurance and Indemnity Policies . All rights and interests of Seller under any policy or agreement of insur […]

    SALEM MEDIA GROUP, INC. /DE/ (SALM) (CIK 0001050606) · filed 2023-11-13 · read the filing