Unrelated Assets. (a) Prior to the Closing, each of the Companies shall transfer, distribute or otherwise dispose (the “Unrelated Assets Transfer”) of all assets of the Companies (the “Unrelated Assets”), other than (i) the Properties, including the land, the land improvements thereto and the buildings located thereon, (ii) the equipment, furniture and fixtures and other personal property, whether tangible or intangible, owned by the Companies and physically located on the Properties and used in the operation and maintenance of the Properties, (iii) the leases, rental and/or occupancy agreements with tenants for storage units located at the Properties, (iv) the Contracts listed on Section 3.9.1 of the Companies Disclosure Schedules, other than (A) the Employee Benefit Plans listed in Section 3.14.1 of the Companies Disclosure Schedules, (B) the insurance Contracts listed in Section 3.15 of the Companies Disclosure Schedules, (C) the Contracts relating to the Indebtedness (other than the Permitted Indebtedness) referred to in item 25 of Section 3.9.1 of the Companies Disclosure Schedule, (D) the General Ledger and Customer Account Software License Agreements listed in items 19 and 20 of Section 3.9.1 of the Companies Disclosure Schedule and (E) the advertising agreement with Gruen Marketing, listed in item 28 of Section 3.9.1 of the Companies Disclosure Schedule, (v) the Companies Intellectual Property listed in Section 3.11 of the Companies Disclosure Schedules, other than (A) the name “Superior Storage” and all variations thereof and all rights with respect thereto, (B) the website URL xxx.xxxxxx.xxx and (C) the General Ledger and Customer Account Software License Agreements and other off-the-shelf software packages listed in items 1, 2 and 3 under the caption “Computer Software,” (vi) the Authorizations listed in Section 3.17 of the Companies Disclosure Schedules, (vii) the minute books and company records of the Companies and (viii) the books and records relating to the Properties and other assets of the Companies described in clauses (i) through (vii) above or used exclusively or primarily in the operations of the Companies with respect to the ownership, development and operation of the Properties, including the Tax Returns of the Companies and the purchase agreements, deeds, surveys, title commitments and title policies, environmental reports, site plans, construction plans and specifications and other documentation relating to the Properties.
(b) At or prior to the Cl...
Unrelated Assets. All assets of the Selling Entities not exclusively used in connection with the Business, including, without limitation, assets used by the Selling Entities primarily in their other businesses, whether or not used for the benefit of the Business and those assets listed on Schedule 2.01(b)(7).
Unrelated Assets. All assets of the Seller, Seller's Affiliates and their Affiliates not used in connection with the Business, including, without limitation, assets used by the Seller, Seller's Affiliates and their Affiliates primarily in their other businesses, whether or not used for the benefit of the Business.
Unrelated Assets. Prior to Closing and subject to Section 3.6 hereof, Seller may (but shall not be required to) cause the Company and/or the Subsidiary to sell, assign or otherwise transfer to any third party, and upon such terms and conditions as Seller shall in its discretion determine, any Unrelated Assets, provided that the terms of any such sale, assignment or transfer shall not result in or give rise to any liability on the part of the Company or the Subsidiary after Closing.
Unrelated Assets. The Unrelated Assets, subject to the provisions of Section 3.7, provided that such Unrelated Assets may not be acquired by Purchaser prior to the end of the Option Period, as it may be extended pursuant to Section 3.7.
Unrelated Assets. All assets, properties, interests and rights not Related to the Business.
Unrelated Assets. All assets of Seller that are not related to the Business; and
Unrelated Assets. None of the Unrelated Assets are needed for, or used in connection with, the ongoing operation of the Mine, the Venture or the Venture Assets.
Unrelated Assets. All right, title and interest of any of the Seller Parties in and to all the assets and properties that are not used primarily in the operation of the Meat Processing Division or the California Foodservice Business;
Unrelated Assets. Any assets, properties, rights, contracts, operations and businesses of Seller, Parent or Bretlin that are used primarily in business operations of Seller, Bretlin or Parent other than the Business, including without limitation all centralized management information systems and accounting systems, and listed on Schedule 1.3(h);
