Excluded Documents Sample Clauses


Excluded Documents. As used herein, “Excluded Documents” shall mean (i) any purchase and escrow agreements and correspondence pertaining to Contributor’s acquisition of the Property, (ii) any agreements and/or letters of intent pertaining to the potential acquisition of the Property by any past or prospective purchasers, (iii) any third party purchase inquiries and correspondence, appraisals or economic evaluations of the Property, (iv) any personnel records and files maintained by or on behalf of Contributor with respect to individuals, if any, employed at or in connection with a Property which Contributor is obligated by law to keep confidential, and (v) any documents or materials which are subject to the attorney/client privilege or which are the subject of a confidentiality obligation.


Excluded Documents. Buyers acknowledge that the only documents included in the Loan Documents are those described in Schedule One of the Assignment of Loan Documents and that other documents, certificates, reports, analyses and other information concerning the Loan Rights are excluded from the Loan Documents. These excluded documents, referred to herein as “Excluded Documents,” may include material information which, if known to Buyers, could have a material influence upon Buyers’ assessment of the (i) value, (ii) merits, (iii) risks, and (iv) hazards inherent with the Loan Rights, and Buyers accept such risks by entering into this Agreement and such risks shall be borne solely by Buyers. The Excluded Documents are not sold, transferred, assigned or conveyed by Seller to Buyers. In no event shall Buyers at any time be entitled to review or have access to Seller’s assessments of the Loan and the Real Property, attorney-client privileged materials, and internal communications or strategies of Seller for the Loan.

Excluded Documents. Notwithstanding anything in this Section 5.1 or Section 5.2 to the contrary, Seller shall have no obligation to make available to Purchaser, and Purchaser shall have no right to inspect or make copies of, any of the Excluded Documents. As used herein, “Excluded Documents” shall mean any documents involving Seller’s financing or refinancing of the Property (other than the Loan Documents), any purchase and escrow agreements, due diligence materials and correspondence pertaining to Seller’s acquisition of the Property, any documents pertaining to the potential acquisition of the Property by any past or prospective purchasers, any third party purchase inquiries and correspondence, appraisals or economic evaluations of the Property, Seller’s organizational documents and records, any internal budgets, financial projections or reports prepared by Seller or its advisors, managers, attorneys, accountants or consultants, exclusively for Seller or any of its constituent partners or members and any other internal documents, and any documents or materials which are subject to the attorney/client privilege or which are the subject of a confidentiality obligation.

Excluded Documents. All books, records, files and documents (including computer diskettes, CD-ROMs, tapes and other media storing devices) relating to an Excluded Asset or a Retained Liability;

Excluded Documents. All books, records, files and documents (including computer diskettes, CD-ROMs, tapes and other media storing devices) relating to an Excluded Asset or a Retained Liability; provided, however, that to the extent any of such books, records, files and documents are also material to the Brand Assets, the Sellers shall deliver to Ascendia at Closing appropriately redacted copies (but not originals) of such books, records, files and documents.

Excluded Documents. Buyer acknowledges and agrees that Seller will not disclose or transfer the Excluded Documents. Buyer further acknowledges and agrees that the Excluded Documents may contain significant information relating to Seller’s perceived value of the Loan; provided, however, that, to Seller’s Actual Knowledge, such failure to disclose or transfer the Excluded Documents shall not cause items in the Loan File to become unenforceable, invalid, untrue or misleading in any material respect.

Excluded Documents. Buyer has been provided access by Seller and/or its Representatives to the Data Room. Notwithstanding the foregoing, Seller shall be under no obligation to provide to Buyer: (i) Organizational Documents of Seller or any of its Affiliates (other than the Acquired Companies), (ii) internal memoranda and correspondence of Seller and its Affiliates, (iii) financial projections or budgets prepared by or for Seller or any of its Affiliates, (iv) appraisals prepared by or for Seller or any of its Affiliates, (v) proprietary accounting or tax records of Seller or any of its Affiliates, (vi) similar proprietary, confidential or privileged information and (vii) any internal memoranda and correspondence relating to the foregoing.


Excluded Documents. Purchaser acknowledges that the Excluded Documents are not included in the Loan Files. The Excluded Documents may include material information that, if known to Purchaser, could have a material influence upon Purchaser’s assessment of the value, merits, risks and hazards inherent in the Loans, and Purchaser accepts such risks by entering into this Agreement, and such risks shall be borne solely by Purchaser. In no event shall Purchaser at any time be entitled to review or have access to or rights of discovery with respect to the Excluded Documents, all of which are hereby waived.