Excluded Businesses Clause Samples
The Excluded Businesses clause defines specific types of businesses or activities that are not covered or permitted under the agreement. Typically, this clause lists industries, sectors, or business activities—such as gambling, adult entertainment, or highly regulated industries—that the parties agree to exclude from the scope of their relationship or transaction. By clearly identifying these exclusions, the clause helps prevent misunderstandings and ensures that both parties are aware of any limitations or restrictions on the types of business activities involved, thereby reducing legal and reputational risks.
Excluded Businesses. (a) The Purchase Agreement is hereby amended by replacing the words “on which any Excluded Business is transferred (the “Local Transfer Date”) pursuant to the applicable Local Transfer Agreement” with “on which the relevant Deferred U.K. Company is transferred (the “Local Transfer Date”)” in the first sentence of Section 6.12(a).
(b) The Purchase Agreement is hereby amended by replacing the second sentence of Section 6.12(a) in its entirety with the following: “In addition, following the Closing and prior to the applicable Local Transfer Date, Sellers shall, and shall cause each applicable Subsidiary, to the greatest extent permitted by applicable Law, Contracts, Employee Plans and Labor Agreements, to follow the directions and decisions of Purchaser and its Affiliates, at Purchaser’s sole cost and expense, as to the conduct of the applicable Excluded Business, in each case solely to the extent that the actions or omissions contemplated by such directions and decisions (i) would not be materially outside of the ordinary course of business for the relevant Excluded Business or (ii) are set forth on Exhibit H (which Exhibit may be updated from time to time by written agreement of Purchaser and Sellers, acting reasonably and in good faith). Notwithstanding anything to the contrary set forth herein, none of the Sellers or any of their applicable Subsidiaries shall be required to take any action that, in such Seller’s or the applicable Subsidiary’s reasonable judgment, after consultation with legal counsel, would (a) constitute a violation of applicable Law, (b) constitute a breach of or default under any Contract, Employee Plan or Labor Agreement, or (c) give rise to any non-monetary penalty or remedy against any Seller Indemnified Party or to any Covered Losses for which Purchaser has not agreed in writing to indemnify and hold harmless the Seller Indemnified Parties. The transferee under each Local Transfer Agreement (except in respect of India, Thailand, Singapore, Indonesia and Saudi Arabia) shall be a Deferred U.K. Company or its newly formed wholly-owned direct or indirect Subsidiary, and on each Local Transfer Date U.K. Sellco will sell and transfer to the Purchaser all of the issued and then-outstanding equity interests in the relevant Deferred U.K. Company (together with rights to any dividends declared in respect thereof following the Closing Date) in exchange for its allocated portion of the Purchase Price. The Transferee under the Local Transfer Ag...
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. Subject to Section 10.5, the ownership by a Party (directly or indirectly through an Affiliate) of any ownership interest in any Excluded Business and the conduct by such Party or its Affiliate of such Excluded Business with any Person."
(c) Section 10.4(o) of the June 22 JVA is amended by deleting the words "on Schedule 10.4(o) hereto" and inserting in their place the words "on a schedule to the Master Transfer Agreement."
(d) Section 10.4(p) of the June 22 JVA is amended to read in its entirety as follows:
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. 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. As and when requested by any party, the other parties shall execute and deliver, or cause to be executed and delivered, all such documents and instruments and shall take, or cause to be taken, all such further or other actions, as such other party may reasonably deem necessary or desirable to transfer the Excluded Businesses, any assets or liabilities related thereto, and any employees of the Company whose services are related primarily thereto, from the Company to the Sellers, CIMA or LE.
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. 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. (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.