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.
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. All other assets listed on Section 2.02(b)(xvi) of the Disclosure Letter.
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 to the contrary, until three (3) 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 right, property, interest, Contract or other asset (or portion thereof) as an Excluded Asset (including any such asset that was immediately prior to such designation an Purchased 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 to designate any right, property, interest, Contract, or other 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, except as set forth herein or as relates to any change in the Assumed Liabilities, as a result of such designation or change in designation, nor will there be any delay of the Closing, and Buyer shall bear the cost of disposing of any such Excluded Asset that constitutes tangible property. 2.4
Additional Excluded Assets. Certain assets of the Seller shall be excluded from the list of included Purchased Assets as follows:
Additional Excluded Assets. In addition to those items constituting Company Excluded Assets under Section 3.02 of the Transaction Agreement, the personal computer equipment listed on Exhibit C hereto shall also constitute Company Excluded Assets.
Additional Excluded Assets. Notwithstanding any other provision of this Agreement to the contrary, until three (3) 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 right, property, interest, Contract or other asset (or portion thereof) as an Excluded Asset (including any such asset that was immediately prior to such designation an Purchased Asset), and upon such designation such asset will constitute an Excluded Asset for all purposes of this Agreement. Similarly, notwithstanding any other provision of this Agreement to the contrary, until three (3) 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 Contract previously designated as an Excluded Asset as a Purchased Asset, and upon such designation such Contract will constitute a Purchased Asset for all purposes of this Agreement. If Buyer exercises its rights in this Section to designate any right, property, interest, Contract, or other asset (or portion thereof) as an Excluded Asset or any Contract as a Purchased Asset, then the Parties acknowledge and agree that while there may be resulting changes in the Assumed Liabilities as a result of such designation or change in designation, there will be no increase or reduction in the Purchase Price, nor will there be any delay to the Closing. For the avoidance of doubt, to the extent that Buyer designates any Contract or asset as an Excluded Asset at least three (3) days prior to Closing, no liabilities, whatsoever, arising from such asset or Contract shall be assumed by Buyer as Assumed Liabilities.
