Exclusion of Assets Clause Samples

Exclusion of Assets. Those assets of Seller and/or the Shareholders as set forth in full in Exhibit 1.8 attached hereto and incorporated herein (the "Excluded Assets") are not being purchased by Purchaser.

Exclusion of Assets. Notwithstanding anything to the contrary contained in this Agreement, it is expressly agreed by the parties hereto that the following items are expressly excluded from the assets to be sold to Buyer (collectively, the “Excluded Assets”):

Exclusion of Assets. If a portion of the Assets is excluded from Closing because of uncured Title Defects or the exercise of any Right of First Refusal by a Third Party, or by the written agreement of the Parties: (a) the terms “Assets”, “Facilities”, “Hydrocarbon Interests”, “Lands”, “Leases”, “Miscellaneous Interests” and “Tangibles” will be deemed to be amended to reflect the exclusion of that portion of the Assets and this Agreement and the Schedules hereto will be deemed to be amended accordingly;

Exclusion of Assets. Purchaser acknowledges that the following assets of the Seller's Business shall be specifically excluded from transfer to Purchaser hereunder and shall remain the sole property of Seller: (a) All cash on hand of Seller as of Closing.

Exclusion of Assets. If any necessary consent or agreement is refused or not obtained on or before the date being three months after Completion (or such longer period as the Purchaser may, at its sole discretion, determine) in respect of the applicable Asset, that Asset shall, if so elected by the Purchaser by written notice to the Vendor on or before such date, be deemed to have been excluded from the sale under this Agreement and the Vendor shall indemnify the Purchaser against all Losses relating to such exclusion including, without limitation, relating to any assets acquired in replacement thereof (provided that the Vendor's liability to the Purchaser in this respect shall not exceed [the amount of consideration paid by the Purchaser from time to time under this Agreement which is attributable to such Asset]). [The draft Agreement should note that mechanics for attributing consideration in such circumstances will need to be considered.]

Exclusion of Assets. If: 7.3.1 any requisite Third Party Consent is refused in respect of the applicable Asset or is granted or proposed to be granted subject to terms which are not satisfactory to the Purchaser; 7.3.2 any requisite Third Party Consent is otherwise not obtained or effected on or before the date being [●] after Completion (or such longer period as the Purchaser may, at its sole discretion determine) in respect of the applicable Asset; 7.3.3 any requisite Third Party Consent would or might expose the Purchaser and/or its Affiliates to any Liabilities in respect of the applicable Asset; and/or 7.3.4 or any attempted sale, assignment, transfer, conveyance or delivery of such Asset under this Agreement would constitute a breach or violation of applicable Laws or would adversely affect the rights of the Purchaser or its Affiliates thereunder, then, at the written election of the Purchaser the applicable Asset shall, if so elected by the Purchaser by written notice to the Seller, be deemed to have been excluded from the sale under this Agreement and all relevant Transaction Documents (and shall thereby be deemed to be an Excluded Asset) and the Seller shall indemnify and hold harmless each of the Purchaser Indemnified Parties, and keep each of them indemnified and held harmless, on demand from and against all Losses relating directly or indirectly to such exclusion including, without limitation, relating to any equivalent or similar arrangements or any asset, good, equipment, service or other matter in each case in replacement (wholly and/or partly) thereof (including any installation or similar costs relating to same to the extent applicable) and any Consideration attributable to and any payments made or outgoings or liabilities incurred by any Purchaser Indemnified Party relating to that Asset.

Exclusion of Assets. (a) If, with respect to any Property, a ------------------- consent set forth on Schedule 7.1(f) is not obtained on or before Closing, the --------------- Operating Partnership shall have the right upon 10 days notice to the Contributors, to exclude such Property from the transactions contemplated hereby and the Exchange Amount shall be reduced by the portion of the Exchange Amount allocated to such Property set forth on Schedule 2.1(e). Upon any such --------------- exclusion, all representations, warranties, covenants and agreements with respect to such Property shall be deemed deleted from this Agreement. In the event the Operating Partnership elects to waive the requirement for any such consent which has not be obtained, the Operating Partnership shall indemnify, defend and hold harmless each Contributor, its agents, employees, partners, members, officers, directors and shareholders from and against any and all Losses arising out of or relating to the acquisition of such Property without such consent having been obtained. (b) The Operating Partnership acknowledges that the contribution by Contributor of the ▇▇▇▇▇▇▇ Hills Loan pursuant to the terms of this Agreement has not, as of the date of this Agreement, been authorized by the requisite membership approval of BRE/▇▇▇▇▇▇ Way L.L.C. Such approval may not be obtained, and certain members in BRE/▇▇▇▇▇▇ Way L.L.C. may elect to transfer their interests therein and not authorize a sale of the Mortgage Loan. In the event the contribution of the ▇▇▇▇▇▇▇ Hills Loan has not been authorized by the requisite member approval of BRE/▇▇▇▇▇▇ Way L.L.C. by May 11, 1998, the ▇▇▇▇▇▇▇ Hills Mortgage Loan will be excluded from the transactions contemplated hereby and the Exchange Amount shall be reduced by the portion of the Exchange Amount allocated to such Property set forth on Schedule 2.1(e). Upon such exclusion, --------------- all representations, warranties, covenants and agreements with respect to such Property shall be deemed deleted from this Agreement.

Exclusion of Assets. If any necessary consent or agreement is refused or not obtained on or before the date being three months after Completion (or such longer period as the Purchaser may, at its sole discretion, determine) in respect of the applicable Asset, that Asset shall, if so elected by the Purchaser by written notice to the Vendor on or before such date, be deemed to have been excluded from the sale under this Agreement and the Vendor shall indemnify the Purchaser against all Losses relating to such exclusion including, without limitation, relating to any assets acquired in replacement thereof.

Exclusion of Assets. If a portion of the Assets is to be reconveyed to Vendors’ [***] because of uncured Title Defects, or by the written agreement of the Parties: (a) the terms “Assets”, “Facilities”, “Petroleum Interests”, “Lands”, “Leases”, “Miscellaneous Interests” and “Tangibles” will be deemed to be amended to reflect the exclusion of that portion of the Assets and this Agreement and the Schedules hereto will be deemed to be amended accordingly;