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. If a portion of the Assets is excluded from Closing because of: (i) the exercise of any Rights of First Refusal by a Third Party, or (ii) the written agreement of the Parties:
Exclusion of Assets. 6.3 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. 6.3 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. Buyer shall have the right to exclude from the Assets and the Assumed Liabilities any of the Assets. Buyer shall exercise its right of excluding Assets by giving written notice to Sellers, on or before the third (3rd) Business Day preceding the Closing Date, specifying the particular Asset to be excluded from the transactions contemplated hereby, and the parties shall amend Schedule 1.4 on or before the Closing Date to reflect that any such Asset shall be an Excluded Asset. Failure of Buyer to timely deliver such written notice shall be construed as Buyer’s election to have all Assets included in the Assets and the Assumed Liabilities. There shall be no reduction of the Purchase Price due to the exclusion of one or more Assets.
Exclusion of Assets. Notwithstanding Section 2.01, the Excluded Assets and all books and records related to the Excluded Assets shall be specifically excluded from the Purchased Assets and no right, title or interest therein or thereto shall be conveyed, or deemed to have been conveyed, to the Project Company on Closing.
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. 36 ARTICLE VIII DELIVERIES....................................................37 8.1
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.
Exclusion of Assets. In the event the Environmental Defect Value as determined by Purchaser in good faith and included in the applicable Notice of Environmental Defects for any Asset is equal to or exceeds the Allocated Value of such Asset, then either Party shall have the option to elect by written notice to the other Party no later than three (3) Business Days after the Defect Notice Deadline or Second Defect Notice Deadline, as applicable, to have the affected Asset (or portion thereof subject to the Environmental Defect) excluded from the Assets to be conveyed at Closing, in which case, such Asset (or portion thereof so affected) shall become an Excluded Asset, and at Closing, the Allocated Value of all Assets excluded pursuant to this Section 6.1(b) shall be deducted from the Base Purchase Price and the Asset shall be deemed deleted from the Exhibits and Schedules hereto; provided, however that the removal of any such Asset pursuant to this Section 6.5(d) shall not be taken into account in determining whether the Title/Environmental Termination Threshold has been met or exceeded.
