Additional Excluded Assets. (a) Notwithstanding any other provision of this Agreement to the contrary, at any time prior to the Closing, Buyer will have the right, in its sole and absolute discretion, to provide written notice to the Selling Entities of Buyer’s election to designate any right, property, interest or other asset (or portion thereof) as an Excluded Asset (including any such asset that was immediately prior to such designation an Asset), and upon such designation such asset will constitute an Excluded Asset for all purpose of this Agreement and any Liabilities associated therewith or related thereto shall be Excluded Liabilities.
(b) To the extent that Buyer makes a valid designation with respect to any asset pursuant to clause (a) above, the applicable Exhibits and Schedules to this Agreement will be deemed to have automatically been updated (without action of any Party or Person) to reflect such designation.
(c) If Buyer exercises its rights in clause (a) above to designate an asset as an Excluded Asset then the Parties acknowledge and agree that there will be no reduction in the Purchase Price as a result of such designation or change in designation, nor will there be any delay to the Closing; provided that either such designation may increase or decrease (as applicable) the Purchase Price solely to the extent of the Assumed Liabilities.
Additional Excluded Assets. (a) Notwithstanding any other provision of this Agreement to the contrary, at any time prior to the Closing, Purchaser will have the right, in its sole and absolute discretion, to provide written notice to the Sellers of Purchaser’s election to designate any right, property, interest or other asset (or portion thereof) as an Excluded Asset (including any such asset that was immediately prior to such designation a Purchased Asset).
(b) To the extent that Purchaser makes a valid designation with respect to any asset pursuant to Section 2.3(a), the applicable Exhibits and Schedules to this Agreement will be deemed to have automatically been updated (without action of any Party or Person) to reflect such designation.
(c) If Purchaser exercises its rights pursuant to Section 2.3(a), to designate an asset as an Excluded Asset, then the Parties acknowledge and agree that there will be no reduction of the Purchase Price as a result of such designation or change in designation, nor will there be any delay to the Closing.
Additional Excluded Assets. All escheatable deposits and other claims, causes of action and/or assets listed on Section 2.02(b)(xv) of the Disclosure Letter.
Additional Excluded Assets. The rights of Company in and to those other Excluded Assets listed on Schedule IX of the Seller Disclosure Schedule, including without limitation, that the personal property owned by Company’s employees (as listed on Schedule IX of the Seller Disclosure Schedule) that may currently be located at the Real Property.
Additional Excluded Assets. The rights of Company and LLLP in and to those other Excluded Assets listed on Schedule 1.01(b)(x) of the Company Disclosure Schedule, including without limitation, that certain (1) marina located in Broward County, Florida owned by Company (the “Marina”), (2) the lease of the Marina and any all revenue, rights and obligations related to the Marina, (3) the personal property, artwork, furniture, records and other assets owned by Company, LLLP or their employees (as listed on Schedule 1.01(b)(x) of the Company Disclosure Schedule) that may currently be located at the Real Property, (4) those two automobiles listed on such Schedule 1.01(b)(x) of the Company Disclosure Schedule, and (5) the interest in Terraverde Investments, LLC; and
Additional Excluded Assets. Buyer, prior to the Closing Date, may, in its sole discretion, amend Annex III hereto to include as an Excluded Asset the capital stock of any subsidiary of PrimeWire.
Additional Excluded Assets. Notwithstanding any other provision of this Agreement or any other Transaction Document to the contrary, until two Business Days prior to the Closing, Buyer will have the right, in its sole and absolute discretion, to provide written notice to Seller of Buyer’s election to designate any Asset (or portion thereof) (other than any 365 Contract, which is addressed in Section 2.05) as an Excluded Asset, and upon such designation such Asset will constitute an Excluded Asset for all purpose of this Agreement. If Buyer exercises its rights in this Section 2.06 to designate any such Asset (or portion thereof) as an Excluded Asset, then the Parties acknowledge and agree that there will be no increase or reduction in (and such designation shall not otherwise affect) the Purchase Price as a result of such designation or change in designation, nor will there be any delay of the Closing. To the extent that Buyer makes a valid designation with respect to any Asset pursuant to this Section 2.06, the applicable Exhibits and Schedules to this Agreement will be deemed to have automatically been updated (without action of any Party or Person) to reflect such designation.
Additional Excluded Assets. 20 2.5 Adjustments to the Purchase Price..............................20 2.6
Additional Excluded Assets. Notwithstanding any other provision to this Agreement to the contrary (including, without limitation, Section 5.2 of this Agreement), in the event that the Projected Pre-Closing Taxes as of the Closing Date exceeds the Subordinated Debt Repayment Amount, then on the Closing Date, immediately prior to the Closing, the Seller may distribute to the Stockholders an amount of cash equal to the amount by which the Projected Pre-Closing Taxes exceed the Subordinated Debt Repayment Amount (all such retained or distributed cash shall be Excluded Assets). To the extent deemed necessary or appropriate by the Seller, any amounts payable to the Seller pursuant to this Section 2.4 may be funded with borrowings under the Seller's working capital facility (which borrowings may be overdrafts and all of which shall be Assumed Liabilities).
Additional Excluded Assets. Certain assets of the Seller shall be excluded from the list of included Purchased Assets as follows:
1. All of Seller’s ownership and other rights with respect to the real property owned and located at 0000 X Xxxx Xxxxx Xxxx, Xxxxxxx, XX 00000.
2. All of the Seller’s interest and any potential judgment in the pending litigation filed in the County Court of the Ninth Circuit Court in and for Orange County, Prime Dental Lab, LLC v. Xxxxxxx X. Xxxxxx, D.D.S., P.A. (CASE NO.: 2020-CC-013501-O). Seller confirms the following litigation (and related legal matters) is pending against PDL:
1. Pending litigation was filed in the County Court of the Ninth Circuit Court in and for Orange County, Prime Dental Lab, LLC v. Xxxxxxx X. Xxxxxx, D.D.S., P.A. (CASE NO.: 2020-CC-013501-O). September 1, 2022
