ELIMINATED ASSETS Clause Samples
The "Eliminated Assets" clause defines which assets are specifically excluded from a transaction or agreement. In practice, this clause lists certain properties, rights, or items that, despite being related to the subject matter of the contract, will not be transferred, sold, or otherwise included in the deal. For example, intellectual property, specific contracts, or inventory might be designated as eliminated assets. The core function of this clause is to ensure clarity and prevent disputes by explicitly stating what is not part of the transaction, thereby protecting the interests of both parties.
ELIMINATED ASSETS. The parties hereby agree that the Operating Partnership shall have the right, in its sole discretion, to exclude any Contributed Asset, or any interest held directly or indirectly through a Contributed Asset (the “Eliminated Assets”), from this contribution after the date hereof until the Closing, provided that the Operating Partnership shall provide prior written notice to the Contributor regarding such exclusion. Immediately prior to the Closing and after such amounts are reasonably determined, the Contributor and each Contributed Entity shall distribute or cause to be distributed or paid out the Eliminated Assets.
ELIMINATED ASSETS. The parties hereby agree that the Operating Partnership shall have the right, in its sole discretion, to exclude any Contributed Interests (or any interest therein or portion thereof) (the “Eliminated Assets”), from this contribution after the date hereof until the Closing, provided that the Operating Partnership shall provide prior written notice to the affected Contributor regarding such exclusion.
ELIMINATED ASSETS. The parties hereby agree that the REIT shall have the right, in its sole discretion, to exclude any Properties or other interests or assets held directly or indirectly by the RIF V REIT (the “Eliminated Assets”) from the Merger after the date hereof until the Effective Time, provided that the REIT shall provide prior written notice to the RIF V REIT regarding such exclusion. Immediately prior to the Closing and after such amounts are reasonably determined, the RIF V REIT and its RIF V REIT Subsidiaries shall distribute or cause to be distributed or paid out the Eliminated Assets.
ELIMINATED ASSETS. The parties hereby agree that the Operating Partnership shall have the right, in its sole discretion, to exclude any Properties or other interests or assets held directly or indirectly by the RIF V Fund (the “Eliminated Assets”) from the Merger after the date hereof until the Effective Time, provided that the Operating Partnership shall provide prior written notice to the RIF V Fund regarding such exclusion. Immediately prior to the Closing and after such amounts are reasonably determined, the RIF V Fund and its Subsidiaries shall distribute or cause to be distributed or paid out the Eliminated Assets.