Excluded Business. Each of the Parties acknowledges and agrees that the business as presently conducted by Intersections does not presently include the products and services constituting Cooperative Opportunities identified on Exhibit D-1 (Extension Product Development), and that the same do not, nor shall they be construed to constitute, an agreed expansion of the business as presently conducted by Intersections. If, and only if, (i) Equifax agrees that it and Intersections shall pursue any such Cooperative Opportunity and (ii) the Parties execute any required exhibit or other written agreement indicating their mutual agreement regarding such Cooperative Opportunity, shall the business of Intersections include, or be deemed to include, any such Cooperative Opportunity.
Excluded Business. We will not make the currency accounts available to businesses or support transactions which involve:
Excluded Business. Except as otherwise expressly assigned to the Buyer, all assets used primarily in the Excluded Businesses;
Excluded Business. For the avoidance of doubt, the Excluded Business is not being sold, transferred or transitioned to United or any of its Affiliates pursuant to this Agreement.
Excluded Business. Notwithstanding anything in this Agreement to the contrary, this Agreement shall not restrict Seller’s or any of its Affiliate’s ability to own and operate, or sell, the Excluded Business.
Excluded Business. 5, 11 Final Allocation Schedule ..................................................................................................................... 11, 50 Financial Indebtedness ................................................................................................................................ 11
Excluded Business. Except as otherwise expressly assigned to the Buyer, all assets used primarily in the Excluded Businesses, including the scrap metal recycling business of the Seller and its North Star Recycling Company subsidiary;
Excluded Business. (a) The parties acknowledge that:
(i) the SPL Guarantor, the Group and each of Aspen, Sigma and Sandoz (“SPL Customers”) are party to arrangements under which the SPL Guarantor supplies products to the Group for onward sale to the SPL Customers and the Group collects Revenue on account of the SPL Guarantor; and
(ii) The conversion of the Excluded Working Capital balances at the Completion Date into cash is for the benefit of the SPL Guarantor.
(b) The Buyer and the Company will use reasonable endeavours to convert the Excluded Working Capital at the Completion Date into cash provided always that the Buyer has no credit or collection risk for such amounts and will remit cash to the SPL Guarantor in accordance with the below.
(c) All amounts remitted from the Buyer to the SPL Guarantor post the Completion Date for Excluded Working Capital will be net of tax, if any, imposed on the Buyer as a result of making such payments to the SPL Guarantor. Further, to the extent the ultimate settlement of the Excluded Working Capital is not sufficient to settle the trade creditors balance within Excluded Working Capital; such shortfall would be funded by the SPL Guarantor. Buyer will only make payments to the SPL Guarantor after the proceeds from the collection of the trade debtors balance within Excluded Working Capital is sufficient to settle the trade creditors balance within Excluded Working Capital in its entirety.
(d) In this clause: Aspen means Aspen Pharmaceutical Limited; Excluded Business means arrangements under which the SPL Guarantor, the Group and the SPL Customers under which the SPL Guarantor supplies products to the Group for onward sale to the SPL Customers and the Group collects Revenue on account of the SPL Guarantor; and
Excluded Business. The term “Excluded Business” means (i) any products or services of Seller in Canada or elsewhere other than the RLCS Business and the Commercial Applied Equipment Business.
Excluded Business. (i) the business of serving self directed XXX and defined contribution accounts (other than the Acquired IAS Accounts), including those accounts maintained pursuant to the Master Service Agreements with the counterparties listed in Section 2.2.8(a)(ii) of the Seller Disclosure Schedule relating to the Target Company Private Label product and the provision of self directed retirement products and services to such accounts and the facilitation of holding in such accounts of both traditional and alternative investments (such as real estate, notes, mortgages, publicly and privately held partnership interests, private stocks, bonds and limited liability investments), (ii) the balance forward business and (iii) the daily valuation business. Excluded Customers: all (i) unregistered investment advisors, (ii) registered investment advisors that engage, or during the last six (6) months have engaged, in Market Timing (as defined solely for purposes of the transactions contemplated by this Agreement), (iii) registered investment advisors with substantial or excessive licensing, regulatory or complaint issues against them, (iv) registered investment advisors that either are located outside the United States or have underlying customers located outside the United States or (v) each Person Disclosed on Section 2.2.20 of the Seller Disclosure Schedule; provided, that the investment advisor’s contractual relationship must be terminated by the Target Company; and provided, further, that the term “Excluded Customers” shall not include any Person or Persons that, prior to the Closing, Buyer provides Seller with written notice that such Person or Persons should not be considered an Excluded Customer.
