Excluded Companies. 4.13.1 Subject to Section 4.8, IM agrees that it will not, except with the written consent of ATMI, either:
(a) disclose or license to any Competitor any ATMI Use Improvements for a period of [*] after Formal Disclosure, except that IM shall have the right to provide licenses of a broad or general scope that do not specifically mention or otherwise disclose the ATMI Use Improvement, or
(b) disclose, license or sell any ATMI Improvement, other than an ATMI Use Improvement, that ATMI implements on its Equipment to any Excluded Company until [*] after such implementation. Notwithstanding the foregoing, if ATMI decides not to implement such ATMI Improvement within [*] of IM’s notice that it is available, IM shall be free to license or sell such ATMI Improvement without restriction.
4.13.2 IM agrees that it will not ship any Element to an Excluded Company prior to the Exclusivity Expiration Date for that Element. (An “Element” shall mean either the Integration Screening & Scale-up (I&S) System, Wets, or the Material & Device Screening (M&D) System, Wets.) The “Exclusivity Expiration Date” for that Element shall initially be the date [*] after the date of final acceptance for that Element, and shall be extended by an additional [*] for each accepted order that ATMI places for that Element before the Exclusivity Expiration Date. ATMI may also extend by [*] the Exclusivity Expiration Date for each Element that has not reached its Exclusivity Expiration Date by successfully brokering the sale of a complete Wets Workflow by IM to any materials company with which ATMI has a then-established working relationship (an “ATMI Materials Partner”). ATMI shall only be deemed to have successfully brokered the sale prior to the occurrence of the Exclusivity Expiration Date if the ATMI Materials Partner, in IM’s sole discretion, (a) is deemed credit-worthy by IM, (b) issues a purchase order acceptable to IM, and (c) signs an agreement for the purchase of the Equipment, Informatics Hardware, and the licenses to Informatics Software, Third Party Software, and/or HPC Site License that constitute a Wets Workflow, under terms and conditions that are substantially identical to those set forth in this Agreement (except for terms relating to exclusivity and volume discounts, and terms relating to the Alliance Agreement). Notwithstanding anything to the contrary herein, no Exclusivity Expiration Date shall be extended beyond [*].
4.13.3 Nothing in this Agreement shall preclude IM from (...
Excluded Companies. Subject to Section 4.9, IM agrees that it will not, except with the written consent of Customer, either: disclose or license to any Competitor (as defined in the Wets Workflow Purchase Agreement) any Customer Use Improvements for a period of nine (9) months after Formal Disclosure, except that IM shall have the right to provide licenses of a broad or general scope that do not specifically mention or otherwise disclose the Customer Use Improvement, or disclose, license or sell any Customer Improvement, other than an Customer Use Improvement, that Customer implements on its Equipment to any Excluded Company (as defined in the Wets Worlkflow Purchase Agreement) until [*] after such implementation. Notwithstanding the foregoing, if Customer decides not to implement such Customer Improvement within [*] days of IM’s notice that it is available. IM shall be free to license or sell such Customer Improvement without restriction.
Excluded Companies. Notwithstanding anything to the contrary set forth herein, Crown Holdings shall ensure that each Excluded U.K. Company remains (i) a dormant company and shall remain dormant until such time as it is dissolved in accordance with the laws of England and Wales or (ii) a trust company which is involved only in the business of holding assets on behalf of beneficiaries in a trustee relationship, as applicable, and shall continue to exist in such dormant state until it is dissolved or act in such capacity and in no other capacity until such time as all of the Obligations hereunder are discharged pursuant to this Agreement.
Excluded Companies. Notwithstanding anything to the contrary set forth herein, Crown Holdings shall ensure that (a) Continental Can of Canada, Inc. remains a dormant company and shall remain dormant until such time as it is dissolved in accordance with the laws of Canada and (b) each Excluded U.K. Company remains (i) a dormant company and shall remain dormant until such time as it is dissolved in accordance with the laws of England and Wales or (ii) a trust company which is involved only in the business of holding assets on behalf of beneficiaries in a trustee relationship, as applicable, and shall continue to exist in such dormant state until it is dissolved or act in such capacity and in no other capacity until such time as all of the Obligations hereunder are discharged pursuant to this Agreement.
Excluded Companies. Notwithstanding any other provision of this Convention, where
a) a company that is a resident of a Contracting State derives its income primarily from other States
(i) from activities such as banking, shipping, financing or insurance or
(ii) from being the headquarters, coordination centre or similar entity providing administrative services or other support to a group of companies which carry on business primarily in other States; and
b) except for the application of the method of elimination of double taxation normally applied by that State, such income would bear a significantly lower tax under the laws of that State than income from similar activities carried out within that State or from being the headquarters, coordination centre or similar entity providing administrative services or other support to a group of companies which carry on business in that State, as the case may be, sub-paragraph 2 d) of Article 24 and any other provisions of this Convention conferring and exemption or a reduction of tax shall not apply to the income of such company and to the dividends paid by such company.
Excluded Companies. Prior to the Closing (or in the case of GPS, no later than April 30, 2001), Seller shall cause the Excluded Companies and all assets, Contracts and liabilities related thereto to be transferred outside of Terminals such that, at the Closing, Terminals no longer owns or is responsible for, directly or indirectly, the Excluded Companies or any assets, Contracts or liabilities related thereto.
Excluded Companies. INMOBILIARIA XXXXXX XXXXX S.A. (“Inmobiliaria”), a stock corporation incorporated according to the laws of the Republic of Chile, represented by Xx. Xxxxxxx Xxxxxxxxx Doren and Xxxxxxx Xxxx Xxxxx, all domiciled for this purpose in Xxxxxxx Xxxxxxx 0000, Office 1701, comuna de Las Condes, Santiago, Chile; ABASTECIMIENTOS GENERALES S.A. (“Abasa”), a stock corporation incorporated according to the laws of the Republic of Chile, represented by Xx. Xxxxxxx Xxxx Pérez and Xx. Xxxxxxx Xxxxxxxxx Xxxxx, all domiciled for this purpose in Xxxxxxx Xxxxxxx 0000, Office 1701, comuna de Las Condes, Santiago, Chile; the following acquisition agreement (the “Agreement”) has been agreed.
Excluded Companies. Each of the Excluded Companies is non-operational and owns no assets.
Excluded Companies. For avoidance of doubt, Agora shall not own any equity interest in the entities listed on Exhibit C.
Excluded Companies. This Convention shall not apply to companies entitled to any special tax benefit under the International Finance Companies (Income Tax Relief) Act. This Convention shall also not apply to companies entitled to any special tax benefit under any substantially similar Act subsequently enacted by Jamaica in addition to or in place of the above-mentioned Act.
