Number; Inclusion references to the plural include the singular, the plural, the part and the whole; “or” has the inclusive meaning represented by the phrase “and/or,” and “including” has the meaning represented by the phrase “including without limitation”;
Shares Includable Each Participating Investor may include in the Proposed Key Holder Transfer all or any part of such Participating Investor’s Capital Stock equal to the product obtained by multiplying (i) the aggregate number of shares of Transfer Stock subject to the Proposed Key Holder Transfer (excluding shares purchased by the Company or the Participating Investors pursuant to the Right of First Refusal or the Secondary Refusal Right) by (ii) a fraction, the numerator of which is the number of shares of Capital Stock owned by such Participating Investor immediately before consummation of the Proposed Key Holder Transfer (including any shares that such Participating Investor has agreed to purchase pursuant to the Secondary Refusal Right) and the denominator of which is the total number of shares of Capital Stock owned, in the aggregate, by all Participating Investors immediately prior to the consummation of the Proposed Key Holder Transfer (including any shares that all Participating Investors have collectively agreed to purchase pursuant to the Secondary Refusal Right), plus the number of shares of Transfer Stock held by the selling Key Holder. To the extent one (1) or more of the Participating Investors exercise such right of participation in accordance with the terms and conditions set forth herein, the number of shares of Transfer Stock that the selling Key Holder may sell in the Proposed Key Holder Transfer shall be correspondingly reduced.
Excluded Items Notwithstanding anything in this Agreement to the contrary, Purchaser and Seller agree that each Acquired Companies Acquisition shall exclude those items listed on Schedule 7.12 to the applicable Acquired Companies Annex (in each case, the “Excluded Items”). Seller shall retain all benefits and liabilities with respect to the Excluded Items, and Seller shall, prior to the Closing Date, use Commercially Reasonable Efforts to cause the applicable Acquired Companies to distribute, transfer or assign, in each case effective as of or prior to the Closing, each Excluded Item to Seller or a non-Acquired Company Affiliate of Seller. Purchaser acknowledges that the inability of Seller to have any Excluded Item distributed, transferred or assigned, in each case effective as of or prior to the Closing, from any applicable Acquired Company for any reason shall not delay the applicable Closing, and any Excluded Item that Seller is unable to so distribute, transfer or assign by the applicable Closing shall be referred to as a “Non-Transferred Excluded Item.” After the applicable Closing Date with respect to each Non-Transferred Excluded Item, Purchaser shall, at Seller’s expense, use Commercially Reasonable Efforts to cause any Person under its control with knowledge of relevant facts pertaining to any Non-Transferred Excluded Item to provide assistance to Seller as reasonably requested by Seller to cause the transfer of each Non-Transferred Excluded Item following the applicable Closing Date to Seller or a non-Acquired Company Affiliate of Seller and, pending such transfer, to optimize the value of each Non-Transferred Excluded Item. If any payment is received by an applicable Acquired Company, or any other value is received by an applicable Acquired Company as a result of its ownership of a Non-Transferred Excluded Item following the applicable Closing Date, then Purchaser will cause the applicable Acquired Company to pay over such payment or an equivalent amount equal to such value received to Seller or a non-Acquired Company Affiliate of Seller.
Assumed Liabilities; Excluded Liabilities (a) Pursuant to the terms and subject to the conditions of this Agreement, at the Closing, Sellers shall sell, convey, deliver, transfer and assign to Buyer (or its designated Affiliate), and Buyer (or its designated Affiliate) shall assume from Sellers the Assumed Liabilities.
Excluded Inventions The provisions of Section 2.1 shall not apply to Inventions which fulfill all of the following criteria:
Permitted Deductions The Security Agent shall be entitled (a) to set aside by way of reserve amounts required to meet and (b) to make and pay, any deductions and withholdings (on account of Tax or otherwise) which it is or may be required by any applicable law to make from any distribution or payment made by it under this Agreement, and to pay all Tax which may be assessed against it in respect of any of the Charged Property, or as a consequence of performing its duties, or by virtue of its capacity as Security Agent under any of the Finance Documents or otherwise (except in connection with its remuneration for performing its duties under this Agreement).
Included Assets The Assets referred to in Section 1.1(a)(ii) shall include, without limitation, the following assets, properties and rights of Seller used directly or indirectly in the conduct of, or generated by or constituting, the Business, except as otherwise expressly set forth in this Agreement:
Excluded Liabilities Buyer shall not assume and shall not be responsible to pay, perform or discharge any of the following liabilities or obligations of Seller (collectively, the “Excluded Liabilities”):
Retained Assets (a) Notwithstanding Section 2.1(a), all of Seller's right, title and interest in the following properties, assets and rights shall be excluded from the Assets (collectively, the "Retained Assets"):
Other Sales-Related Expenses Expenses of distributing the Portfolio's shares and the Contracts will be paid by Contracts Distributor and other parties, as they shall determine by separate agreement.
