Exclude Property Clause Samples

The Exclude Property clause serves to specifically identify and remove certain assets or items from the scope of an agreement. In practice, this clause lists properties—such as equipment, intellectual property, or real estate—that are not included in a sale, lease, or other contractual arrangement, ensuring both parties are clear on what is not being transferred or affected. Its core function is to prevent misunderstandings or disputes by clearly delineating which properties are excluded from the transaction, thereby protecting the interests of both parties.
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Exclude Property. With respect to each Property listed on Exhibit A-1 as to which Buyer and any Seller are unable to agree upon appropriate adjustment with respect to all such matters affecting such Property, such Property (together with such related rights in any unit including the same, and other rights, as may be necessary or appropriate to own, operate and produce the same) will be excluded from the transaction contemplated hereby, and a downward adjustment of the Base Purchase Price will be made by the Allocated Value of such Property.
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Exclude Property. With respect to each Property as to which Buyer and Seller are unable to agree upon an appropriate adjustment with respect to all such matters affecting such Property or each Property as to which the Asserted Defect amount exceeds an amount properly allocable to such Property based upon the allocated values set forth on Schedule I, or for any other reason set forth by Seller, such Property may be excluded at the option of either Buyer or Seller, from the transaction contemplated hereby, and the Purchase Price will be reduced by an amount properly allocable to such Property based upon the allocated values set forth on Schedule I for the w▇▇▇▇ and PDNP or PUD locations located on such Property plus the amount attributed on Schedule I to the units in which such Property participates (but in the case of such units, limited to the portion of such amount which is proportionate to the portion of Seller's interest in such units, respectively, which is attributable to such Property) (the "Allocated Property Value"); provided, however, if Seller is able to cure such Asserted Defects prior to the Defect Cure Deadline, then Seller shall convey the affected Property to Buyer and Buyer shall pay to Seller the Allocated Property Value for such Property.
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Exclude Property. With respect to each Property as to which Buyer and Seller are unable to agree upon appropriate adjustment with respect to all such matters affecting such Property, such Property will be excluded from the transaction contemplated hereby, and the Purchase Price will be reduced by the amount attributed on Exhibit 4.1 to the ▇▇▇▇▇ located on such Property plus the amount attributed on Exhibit 4.1 to the units in which such Property participates (but in the case of such units, limited to the portion of such amount which is proportionate to the portion of Seller's interest in such units, respectively, which is attributable to such Property).
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Exclude Property. With respect to each Property, other than an interest in the Undeveloped Area described in Exhibit A-3 and other than a situation covered by Section 8(b) below), as to which Buyer and Seller are unable to agree upon appropriate adjustment with respect to all such matters affecting such Property or each Property as to which the Asserted Defect amount exceeds the Allocated Amount set forth on Schedule IV for such Property, or for any other reason set forth by Seller, such Property will be excluded from the transaction contemplated hereby, and the Cash Purchase Price will be reduced by the Allocated Amount attributed on Schedule IV to the ▇▇▇▇▇ and PUD locations located on such Property plus the amount attributed on Schedule IV to the units in which such Property participates (but in the case of such units, limited to the portion of such amount which is proportionate to the portion of Seller’s interest in such units, respectively, which is attributable to such Property). With respect to each Property which is an interest in the Undeveloped Area described in Exhibit A-3 as to which Buyer and Seller are unable to agree upon appropriate adjustment with respect to all such matters affecting such Property, the Property will be excluded from the transaction contemplated hereby and the Cash Purchase Price will be reduced by the Net Acre Defect Amount (as calculated pursuant to Section 8(b)(ii) below).
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Related to Exclude Property

  • B8 Property Where the Client issues Property free of charge to the Contractor such Property shall be and remain the property of the Client and the Contractor irrevocably licences the Client and its agents to enter upon any premises of the Contractor during normal business hours on reasonable notice to recover any such Property. The Contractor shall not in any circumstances have a lien or any other interest on the Property and the Contractor shall at all times possess the Property as fiduciary agent and bailee of the Client. The Contractor shall take all reasonable steps to ensure that the title of the Client to the Property and the exclusion of any such lien or other interest are brought to the notice of all sub-contractors and other appropriate persons and shall, at the Client’s request, store the Property separately and ensure that it is clearly identifiable as belonging to the Client.

  • Exclusive Property The Executive confirms that all protected information is and shall remain the exclusive property of the Company Group. All business records, papers and documents kept or made by the Executive relating to the business of the Company shall be and remain the property of the Company Group.

  • Excluded Property Notwithstanding anything to the contrary in Section 2.1, the property, assets, rights and interests set forth in this Section 2.2 (the “Excluded Property”) are excluded from the Property:

  • Real Property Interests (a) The Owner has provided, or upon execution of this Agreement shall promptly provide to the Developer, documentation acceptable to TxDOT indicating any right, title or interest in real property claimed by the Owner with respect to the Owner Utilities in their existing location(s). Such claims are subject to TxDOT’s approval as part of its review of the Developer’s Utility Assembly as described in Paragraph 2. Claims approved by TxDOT as to rights or interests are referred to herein as “Existing Interests”. (b) If acquisition of any new easement or other interest in real property (“New Interest”) is necessary for the Adjustment of any Owner Utilities, then the Owner shall be responsible for undertaking such acquisition. The Owner shall implement each acquisition hereunder expeditiously so that related Adjustment construction can proceed in accordance with the Developer’s Project schedules. The Developer shall be responsible for its share (if any, as specified in Paragraph 6) of the actual and reasonable acquisition costs of any such New Interest (including without limitation the Owner’s reasonable overhead charges and reasonable legal costs as well as compensation paid to the landowner), excluding any costs attributable to Betterment as described in Paragraph 16(c), and subject to the provisions of Paragraph 16(e); provided, however, that all acquisition costs shall be subject to the Developer’s prior written approval. Eligible acquisition costs shall be segregated from other costs on the Owner's estimates and invoices. Any such New Interest shall have a written valuation and shall be acquired in accordance with applicable Law. (c) The Developer shall pay its share only for a replacement in kind of an Existing Interest (e.g., in width and type), unless a New Interest exceeding such standard (i) is required in order to accommodate the Project or by compliance with applicable law, or (ii) is called for by the Developer in the interest of overall Project economy. Any New Interest which is not the Developer’s cost responsibility pursuant to the preceding sentence shall be considered a Betterment to the extent that it upgrades the Existing Interest which it replaces, or in its entirety if the related Owner Utility was not installed pursuant to an Existing Interest. Betterment costs shall be solely the Owner’s responsibility. (d) For each Existing Interest located within the final Project right of way, upon completion of the related Adjustment work and its acceptance by the Owner, the Owner agrees to execute a quitclaim deed or other appropriate documentation relinquishing such Existing Interest to TxDOT, unless the affected Owner Utility is remaining in its original location or is being reinstalled in a new location within the area subject to such Existing Interest. All quitclaim deeds or other relinquishment documents shall be subject to TxDOT's approval as part of its review of the Utility Assembly as described in Paragraph 2. For each such Existing Interest relinquished by the Owner, the Developer shall do one of the following to compensate the Owner for such Existing Interest, as appropriate: (i) If the Owner acquires a New Interest for the affected Owner Utility, the Developer shall reimburse the Owner for the Developer’s share of the Owner’s actual and reasonable acquisition costs in accordance with Paragraph 16(b) and subject to Paragraph 16(c); or (ii) If the Owner does not acquire a New Interest for the affected Owner Utility, the Developer shall compensate the Owner for the Developer’s share of the fair market value of such relinquished Existing Interest, as mutually agreed between the Owner and the Developer and supported by a written valuation. The compensation, if any, provided to the Owner pursuant to either subparagraph (i) or subparagraph (ii) above shall constitute complete compensation to the Owner for the relinquished Existing Interest and any New Interest, and no further compensation shall be due to the Owner from the Developer or TxDOT on account of such Existing Interest or New Interest(s). (e) The Owner shall execute a Utility Joint Use Acknowledgment (TxDOT-U-80A) for each Adjustment where required pursuant to TxDOT policies. All Utility Joint Use Acknowledgments shall be subject to TxDOT approval as part of its review of the Utility Assembly as described in Paragraph 2.

  • Real Property; Assets (a) Neither the Company nor any of its Subsidiaries currently owns any real property and, since January 1, 2014, have not owned any real property. (b) Section 4.17(b) of the Company Disclosure Letter sets forth as of the date hereof a true, correct and complete list of all leases, subleases, licenses, occupancy and other agreements under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property (the “Real Property Leases”). The Company has heretofore made available to Parent true, correct and complete copies of all Real Property Leases (including all material modifications, amendments, supplements, waivers and side letters thereto). Each Real Property Lease is valid, binding and in full force and effect, all rent and other sums and charges payable by the Company or any of its Subsidiaries as tenants thereunder are current in all material respects. No termination event or condition or uncured default on the part of the Company or, if applicable, any of its Subsidiaries or, to the Knowledge of the Company, the landlord thereunder exists under any Real Property Lease, except as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and subject to the Enforceability Exceptions, the Company and each of its Subsidiaries have good and valid leasehold interests in each parcel of real property leased by them free and clear of all Liens, except Permitted Liens. Neither the Company nor any of its Subsidiaries has received written notice of any pending, and to the Knowledge of the Company, there is no threatened, condemnation with respect to any property leased pursuant to any of the Real Property leases. (c) The Company and its Subsidiaries have good and marketable title to all of the assets reflected as owned on the most recent balance sheet of the Company contained in the Company SEC Reports filed prior to the date hereof (except for properties or assets that have been sold or disposed of in the ordinary course of business consistent with past practice since the date of such balance sheet) free and clear of any Liens, except for Permitted Liens. All material items of equipment and other tangible assets owned by or leased to the Company and its Subsidiaries are adequate for the uses to which they are being put, are, in all material respects, in good operating condition and repair (ordinary wear and tear and ongoing maintenance excepted).