Excluded Businesses. Buyer and Seller each acknowledge and agree that the transfer of the Business, including the transfer of the Acquired Assets, Designated 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 (each, a “Local Transfer Date”) pursuant to the applicable Local Transfer Agreement, Seller, with the reasonable cooperation of Buyer, shall operate the Excluded Business in the ordinary course of business in all material respects and subject to the limitations set forth in Sections 6.1 and 6.2, 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, Seller shall, and shall cause each applicable Subsidiary, to the greatest extent permitted by applicable Law, to follow the directions and decisions of Buyer and its Affiliates as to the conduct of the applicable Excluded Business, including decisions with respect to remuneration of and hiring or firing of Employees of the Business in the Local Transfer Jurisdictions, acquisition or disposition of Acquired Assets, incurrence of Assumed Liabilities, amendments to, renewals or terminations of, or entry into of Transferred Contracts, relations with customers, vendors and suppliers, and settlement, conduct or initiation of Actions, in each case regardless of whether or not in the ordinary course of business.
(b) From the Closing Date until the applicable Local Transfer Date, Seller and Buyer shall cooperate in good faith to implement a mutually agreeable arrangement under which Buyer or any of its 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 Buyer or any of its Subsidiaries, as applicable, or under which the applicable transferors would enforce for the benefit of Buyer or any of it...
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, the Excluded Business.
Excluded Businesses. Any assets, properties and rights of the Imation Companies relating exclusively to or used exclusively in any business of the Imation Companies other than the Business, including, without limitation, all of the Imation Companies' right, title and interest in and to the video disk business of the Imation Companies;
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.
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. 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. 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. Excluded Businesses" means the businesses of Rugby USA or any Rugby USA Subsidiary conducted at each of the locations listed below:
Excluded Businesses. Subject to Section 6.6, Buyer hereby acknowledges that the Companies shall have no rights in relation to the businesses identified as “XxxxXxxx.xxx,” “XxXxxxxxx.xxx,” “XxxxXxxxx.xxx,” “XxxxXxxxx.xxx” and “XxxxXxxxxxx.xxx.”
