Exclusion of Assets. Those assets of Seller and/or the Shareholders as set forth in full in Exhibit 1.8 attached hereto and incorporated herein (the "Excluded Assets") are not being purchased by Purchaser.
Exclusion of Assets. If a portion of the Assets is excluded from Closing because of: (i) the exercise of any Rights of First Refusal by a Third Party, or (ii) the written agreement of the Parties:
(a) the terms “Assets”, “Facilities”, “Lands”, “Leases”, “Miscellaneous Interests”, “Petroleum and Natural Gas Rights”, “Title and Operating Documents”, “Tangibles”, “Xxxxx” and “Whitemap Area” will be deemed to be amended to reflect the exclusion of that portion of the Assets, and the Schedules will be deemed to be amended accordingly;
Exclusion of Assets. Purchaser acknowledges that the following assets of the Seller's Business shall be specifically excluded from transfer to Purchaser hereunder and shall remain the sole property of Seller:
(a) All cash on hand of Seller as of Closing.
Exclusion of Assets. Buyer shall have the right to exclude from the Assets and the Assumed Liabilities any of the Assets. Buyer shall exercise its right of excluding Assets by giving written notice to Sellers, on or before the third (3rd) Business Day preceding the Closing Date, specifying the particular Asset to be excluded from the transactions contemplated hereby, and the parties shall amend Schedule 1.4 on or before the Closing Date to reflect that any such Asset shall be an Excluded Asset. Failure of Buyer to timely deliver such written notice shall be construed as Buyer’s election to have all Assets included in the Assets and the Assumed Liabilities. There shall be no reduction of the Purchase Price due to the exclusion of one or more Assets.
Exclusion of Assets. If:
7.3.1 any requisite Third Party Consent is refused in respect of the applicable Asset or is granted or proposed to be granted subject to terms which are not satisfactory to the Purchaser;
7.3.2 any requisite Third Party Consent is otherwise not obtained or effected on or before the date being [●] after Completion (or such longer period as the Purchaser may, at its sole discretion determine) in respect of the applicable Asset;
7.3.3 any requisite Third Party Consent would or might expose the Purchaser and/or its Affiliates to any Liabilities in respect of the applicable Asset; and/or
7.3.4 or any attempted sale, assignment, transfer, conveyance or delivery of such Asset under this Agreement would constitute a breach or violation of applicable Laws or would adversely affect the rights of the Purchaser or its Affiliates thereunder, then, at the written election of the Purchaser the applicable Asset shall, if so elected by the Purchaser by written notice to the Seller, be deemed to have been excluded from the sale under this Agreement and all relevant Transaction Documents (and shall thereby be deemed to be an Excluded Asset) and the Seller shall indemnify and hold harmless each of the Purchaser Indemnified Parties, and keep each of them indemnified and held harmless, on demand from and against all Losses relating directly or indirectly to such exclusion including, without limitation, relating to any equivalent or similar arrangements or any asset, good, equipment, service or other matter in each case in replacement (wholly and/or partly) thereof (including any installation or similar costs relating to same to the extent applicable) and any Consideration attributable to and any payments made or outgoings or liabilities incurred by any Purchaser Indemnified Party relating to that Asset.
Exclusion of Assets. If any necessary consent or agreement is refused or not obtained on or before the date being three months after Completion (or such longer period as the Purchaser may, at its sole discretion, determine) in respect of the applicable Asset, that Asset shall, if so elected by the Purchaser by written notice to the Vendor on or before such date, be deemed to have been excluded from the sale under this Agreement and the Vendor shall indemnify the Purchaser against all Losses relating to such exclusion including, without limitation, relating to any assets acquired in replacement thereof (provided that the Vendor's liability to the Purchaser in this respect shall not exceed [the amount of consideration paid by the Purchaser from time to time under this Agreement which is attributable to such Asset]). [The draft Agreement should note that mechanics for attributing consideration in such circumstances will need to be considered.]
Exclusion of Assets. Notwithstanding anything to the contrary contained in this Agreement, it is expressly agreed by the parties hereto that the following items are expressly excluded from the assets to be sold to Buyer (collectively, the “Excluded Assets”):
Exclusion of Assets. If any necessary consent or agreement is refused or not obtained on or before the date being three months after Completion (or such longer period as the Purchaser may, at its sole discretion, determine) in respect of the applicable Asset, that Asset shall, if so elected by the Purchaser by written notice to the Vendor on or before such date, be deemed to have been excluded from the sale under this Agreement and the Vendor shall indemnify the Purchaser against all Losses relating to such exclusion including, without limitation, relating to any assets acquired in replacement thereof.
Exclusion of Assets. Notwithstanding Section 2.01, the Excluded Assets and all books and records related to the Excluded Assets shall be specifically excluded from the Purchased Assets and no right, title or interest therein or thereto shall be conveyed, or deemed to have been conveyed, to the Project Company on Closing.
Exclusion of Assets. In the event the Environmental Defect Value as determined by Purchaser in good faith and included in the applicable Notice of Environmental Defects for any Asset is equal to or exceeds the Allocated Value of such Asset, then either Party shall have the option to elect by written notice to the other Party no later than three (3) Business Days after the Defect Notice Deadline or Second Defect Notice Deadline, as applicable, to have the affected Asset (or portion thereof subject to the Environmental Defect) excluded from the Assets to be conveyed at Closing, in which case, such Asset (or portion thereof so affected) shall become an Excluded Asset, and at Closing, the Allocated Value of all Assets excluded pursuant to this Section 6.1(b) shall be deducted from the Base Purchase Price and the Asset shall be deemed deleted from the Exhibits and Schedules hereto; provided, however that the removal of any such Asset pursuant to this Section 6.5(d) shall not be taken into account in determining whether the Title/Environmental Termination Threshold has been met or exceeded.
