Common use of Excluded Assets; Excluded Liabilities Clause in Contracts

Excluded Assets; Excluded Liabilities. Prior to the applicable Closing Date, (i) each of the applicable Companies will have sold, transferred, assigned or otherwise distributed all of the Excluded Assets to Seller or one of its wholly owned subsidiaries and (ii) Seller or one of its wholly owned subsidiaries will have assumed all of the Excluded Liabilities. Immediately prior to the applicable Closing, the only assets and liabilities of the Companies will be the Acquired Real Property Assets (subject to any Permitted Liens), the Acquired Personal Property Assets, the Assumed Mortgage Debt, the Specified Liabilities and any Excluded Liabilities which Seller shall have assumed pursuant to Section 5.08.

Excluded Assets; Excluded Liabilities. Prior to the applicable Closing Date, (i) each of the applicable Companies Company and the Company Subsidiaries will have sold, transferred, assigned or otherwise distributed all of the Excluded Assets to Seller Indemnitor or one of its wholly owned subsidiaries and (ii) Seller Indemnitor or one of its wholly owned subsidiaries will have assumed all of the Excluded Liabilities. Immediately prior to the applicable Closing, the only assets and liabilities of the Companies Company and the Company Subsidiaries will be (i) the Acquired Real Property Assets (subject to any Permitted Liens), (ii) the Acquired Personal Property Assets, (iii) the Assumed Mortgage Debt, (iv) the Specified Liabilities and (v) any Excluded Liabilities which Seller Indemnitor shall have assumed pursuant to Section 5.08.