Common use of Excluded Assets; Excluded Liabilities Clause in Contracts

Excluded Assets; Excluded Liabilities. Prior to the Closing Date, (i) each of the Company and the Company Subsidiaries will have sold, transferred, assigned or otherwise distributed all of the Excluded Assets to Indemnitor or one of its wholly owned subsidiaries and (ii) Indemnitor or one of its wholly owned subsidiaries will have assumed all of the Excluded Liabilities. Immediately prior to the Closing, the only assets and liabilities of the 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 Indemnitor shall have assumed pursuant to Section 5.08.

Excluded Assets; Excluded Liabilities. Prior to the applicable Closing Date, (i) each of the Company and the Company Subsidiaries applicable Companies will have sold, transferred, assigned or otherwise distributed all of the Excluded Assets to Indemnitor Seller or one of its wholly owned subsidiaries and (ii) Indemnitor 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 Company and the Company Subsidiaries Companies 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 Indemnitor Seller shall have assumed pursuant to Section 5.08.