Excluded Agreements Sample Clauses
Excluded Agreements. The provisions of Section 4.8(a) regarding the Assuming Institution’s election to assume or not assume certain agreements shall not apply to (i) agreements pursuant to which the Failed Bank provides mortgage servicing for others or mortgage servicing is provided to the Failed Bank by others, (ii) agreements maintained between the Failed Bank and MERSCORP, Inc., or its wholly owned subsidiary, Mortgage Electronic Registration Systems, Inc., (iii) agreements that are subject to Sections 4.1 through 4.7 and any insurance policy or bond referred to in Section 3.5(a) or other agreement specified in Section 3.5 and (iv) consulting, management or employment agreements, if any, between the Failed Bank and its employees or other Persons. Except as otherwise expressly set forth elsewhere in this Agreement, the Assuming Institution does not assume any liabilities or acquire any rights under any of the agreements described in this Section 4.8(b).
Excluded Agreements. The provisions of Section 4.8(a) regarding the Assuming Institution’s election to assume or not assume certain agreements shall not apply to (i) agreements pursuant to which the Failed Bank provides mortgage servicing for others or mortgage servicing is provided to the Failed Bank by others, (ii) agreements that are subject to Sections 4.1 through 4.7 and any insurance policy or bond referred to in Section 3.5(a) or other agreement specified in Section 3.5 and (iii) consulting, management or employment agreements, if any, between the Failed Bank and its employees or other Persons. Except as otherwise expressly set forth elsewhere in this Agreement, the Assuming Institution does not assume any liabilities or acquire any rights under any of the agreements described in this Section 4.8(b).
Excluded Agreements. The provisions of Section 4.8(a) regarding the Assuming Institution’s election not to assume certain agreements do not apply to:
(i) any agreement related to Bank Premises described in Section 4.6(e)(iii);
(ii) any agreement between the Failed Bank and MERSCORP, Inc., or its wholly owned subsidiary, Mortgage Electronic Registration Systems, Inc.;
(iii) any insurance policy or bond referred to in Section 3.5(a);
Excluded Agreements. The provisions of Section 4.8(a) regarding the Assuming Institution’s election to assume or not assume certain agreements shall not apply to (i) agreements pursuant to which the Failed Bank provides mortgage servicing for others or mortgage servicing is provided to the Failed Bank by others, (ii) agreements maintained between the Failed Bank and MERSCORP, Inc., or its wholly owned subsidiary, Mortgage Electronic Registration Systems, Inc., (iii) agreements that are subject to Sections 4.1 through 4.7 and any insurance policy or bond referred to in Section 3.5(a) or other agreement specified in Section 3.5 and (iv) consulting, management or employment agreements, if any, between the Failed Bank and its employees or other Persons. Except as otherwise expressly set forth elsewhere in this Agreement, the Assuming Institution does not assume any liabilities or acquire any rights under any of the agreements described in this Section 4.8(b).
Module 1 Whole Bank w/ Optional Shared Loss Agreements Atlantic Southern Bank
1.1 PURCHASE AND ASSUMPTION AGREEMENT Macon, Georgia May 20, 2011
Excluded Agreements. The provisions of Section 4.8(a) regarding the Assuming Institution’s election to assume or not assume certain agreements shall not apply to (i) agreements pursuant to which the Failed Bank provides mortgage servicing for others or
Module 1 Whole Bank w/ Optional Shared Loss Agreements Version 3.1.1 – PURCHASE AND ASSUMPTION AGREEMENT April 27, 2011 23 ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ mortgage servicing is provided to the Failed Bank by others, (ii) agreements maintained between the Failed Bank and MERSCORP, Inc., or its wholly owned subsidiary, Mortgage Electronic Registration Systems, Inc., (iii) agreements that are subject to Sections 4.1 through 4.7 and any insurance policy or bond referred to in Section 3.5(a) or other agreement specified in Section 3.5 and (iv) consulting, management or employment agreements, if any, between the Failed Bank and its employees or other Persons. Except as otherwise expressly set forth elsewhere in this Agreement, the Assuming Institution does not assume any liabilities or acquire any rights under any of the agreements described in this Section 4.8(b).
Excluded Agreements. AI acknowledges that none of Vysis' distributor agreements outside of the United States are being transferred, by assignment or otherwise, to AI hereunder.
Excluded Agreements. Notwithstanding anything in this Agreement to the contrary, nothing herein shall constitute a grant of a sublicense to CliniChem of any Proprietary Rights licensed to BioChem or any BioChem Affiliate under the Excluded Agreements unless and until BioChem or the appropriate BioChem Affiliate obtains the consent of the applicable third party licensor. BioChem or the appropriate BioChem Affiliate shall use commercially reasonable efforts to obtain any consents necessary (1) to grant a sublicense to CliniChem (on commercial terms reasonably acceptable to BioChem) to any adjuvant licensed pursuant to the Pharmadigm Agreement and incorporated in a CliniChem Product, (2) to grant a sublicense to CliniChem (on commercial terms reasonably acceptable to BioChem) to any biovector licensed pursuant to the Biovector Agreement and incorporated in a CliniChem Product, and (3) to grant a sublicense to CliniChem (on commercial terms reasonably acceptable to BioChem) under the UGARF/Yale Agreement in connection with the BCH-4556 CliniChem Product, provided, in each case, that (i) the relevant CliniChem Product has received regulatory approval for commercial marketing in at least one
Excluded Agreements. This Section 4 shall not apply to any alleged breach by Purchaser or Seller of the Transition Services Agreement or the Sublease Agreement. In the event of any such alleged breach, the non-breaching party shall retain all available remedies under contract or other applicable law, but excluding this Section 4.
Excluded Agreements. The provisions of Section 4.8(a) do not apply to:
(i) any agreement related to Bank Premises described in Section 4.6(e)(iii);
(ii) any agreement between the Failed Bank and MERSCORP, Inc. or
(iii) any insurance policy or bond referred to in Section 3.5(a);
(iv) any other agreement specified in Section 3.5; or
(v) any consulting, management, or employment agreement between the Failed Bank and its employees or other Persons. The Assuming Institution does not assume any liabilities or acquire any rights under any of the agreements described in this Section 4.8(b).
Excluded Agreements. The following agreements of the respective Transferor shall not form part of the Assumed Agreements (the "Excluded Agreements"): (i) agreements with banks, other credit institutions or other third-party lenders, including financing agreements with Ashland's, SC's or any of their Affiliates; (ii) Insurance Agreements; 32 (iii) any other agreement that is not an Assumed Agreement; and (iv) all agreements listed on Exhibit 3.6(c)(iv) . (d)