Excluded Businesses Sample Clauses
Excluded Businesses. Each of the Purchaser, Sellers and the Companies acknowledges and agrees that the transfer of the Business, including the transfer of the Business Assets, Business Employees and assumption of the Assumed Liabilities, in each of the Local Transfer Jurisdictions (the Business in any such jurisdiction, an “Excluded Business”) shall not be effectuated by this Agreement, but instead shall be effectuated subject to and in accordance with the Local Transfer Agreement applicable to such jurisdiction and the following:
(a) From the Closing Date until the date (if any) on which any Excluded Business is transferred (the “Local Transfer Date”) pursuant to the applicable Local Transfer Agreement, Sellers, with the reasonable cooperation of the Purchaser and the Companies, shall operate the Excluded Business in the ordinary course of business in all material respects and subject to the limitations set forth in Section 6.01, except that such covenants shall extend until the date any Excluded Business is transferred instead of the Closing Date, taking into account the transfers contemplated by this Agreement. In addition, prior to a Local Transfer Date, Sellers shall, and shall cause each applicable Subsidiary to, consider in good faith and take into account any reasonable request by the Purchaser with respect to an applicable Excluded Business.
(b) From the Closing Date until the applicable Local Transfer Date, each Seller and the Purchaser shall cooperate in good faith to implement a mutually agreeable arrangement under which the Companies or any of their respective Subsidiaries, as applicable, would, in compliance with Law and applicable third party Contracts, obtain the benefits (including contractual rights) and assume the obligations and bear the economic burdens associated with such Excluded Businesses in accordance with this Agreement, including subcontracting, sublicensing or subleasing to the Companies or any of their Subsidiaries, as applicable, or under which the applicable transferors would enforce for the benefit of the Companies or any of their Subsidiaries, as applicable, any and all of their rights against a third party (including any Governmental Authority) associated with such Excluded Businesses.
(c) Notwithstanding anything to the contrary set forth in this Agreement, in the event of any conflict or inconsistency between the terms and provisions of this Agreement and those of any Local Transfer Agreement, the terms and conditions of this Agreement sha...
Excluded Businesses. The STARS Digest does not include any information on taxpayers that is not provided by the State Comptroller to the City.
Excluded Businesses. Nothing in this Agreement shall be construed to create an obligation on the part of NTS to sell, or on the part of STB to purchase or make any payment whatsoever in respect of, NTS' existing or contemplated business consisting of non-bank services including but not limited to check cashing, location/property leases, etc. (the "Excluded Business").
Excluded Businesses. As of the Closing Date (i) all consents listed in Schedule 5.2(g) in connection with the Excluded Businesses shall have been obtained and copies of each of them shall have been delivered to the Purchaser; and (ii) all transitional services agreements listed in Schedule 5.2(g) in connection with the Excluded Businesses shall have been executed in substantially the forms attached hereto as Exhibit K.
Excluded Businesses. Prior to the Closing and as specifically set forth in the Asset Transfer Agreement, the following businesses shall be excluded from the Company (collectively, the "Excluded Businesses"):
(a) the Blood Screening Business;
(b) the Chiron/Ortho Joint Business; and
(c) the Informatics Business.
Excluded Businesses. “Excluded Businesses” shall mean the Coronary Intervention, Peripheral Intervention, Catheter Pump and Cardiac Surgery (including the Sxxxx Graft Connector and Vista) businesses of one or more Sellers.
Excluded Businesses. Excluded Businesses" means the businesses of Rugby USA or any Rugby USA Subsidiary conducted at each of the locations listed below:
Excluded Businesses. For the avoidance of doubt, the transactions contemplated by this Agreement do not include the sale or transfer of the equity or businesses of any Affiliate of the Sellers, including MC Title, LLC and MC Mortgage 2, LLC, other than the Company and its Subsidiaries, including the assets exclusively used by such businesses or any liabilities arising from such businesses (the “Excluded Businesses”).
Excluded Businesses. (a) The Purchaser shall cooperate with the Sellers and their Affiliates in transferring and shall promptly transfer and assign any and all Excluded Businesses’ Assets (including any documents or records) to TCDI or its designee and shall assign any and all of the Learning Entities’ right to, and shall promptly transfer, or cause the Learning Entities to transfer, upon receipt, any payment, proceeds or other benefit in any form relating to the Excluded Businesses to TCDI or its designee. The Purchaser shall, and shall cause the Learning Entities to, provide prompt access to the Sellers and their Affiliates and their respective employees and other representatives to such Excluded Businesses’ Assets and pending such transfer and assignment shall hold such Excluded Businesses’ Assets for the benefit of the Sellers and their Affiliates.
Excluded Businesses. Except (a) for the activities set forth on Schedule 3.23 and (b) for the activities provided for by the Transition Agreements, the Excluded Businesses do not conduct any activities that qualify as Competing Activities as of the date of this Agreement.