Excluded Items. The following items are excluded from this sale:
Excluded Items. Notwithstanding anything in this Agreement to the contrary, Purchaser and Seller agree that each Acquired Companies Acquisition shall exclude those items listed on Schedule 7.12 to the applicable Acquired Companies Annex (in each case, the “Excluded Items”). Seller shall retain all benefits and liabilities with respect to the Excluded Items, and Seller shall, prior to the Closing Date, use Commercially Reasonable Efforts to cause the applicable Acquired Companies to distribute, transfer or assign, in each case effective as of or prior to the Closing, each Excluded Item to Seller or a non-Acquired Company Affiliate of Seller. Purchaser acknowledges that the inability of Seller to have any Excluded Item distributed, transferred or assigned, in each case effective as of or prior to the Closing, from any applicable Acquired Company for any reason shall not delay the applicable Closing, and any Excluded Item that Seller is unable to so distribute, transfer or assign by the applicable Closing shall be referred to as a “Non-Transferred Excluded Item.” After the applicable Closing Date with respect to each Non-Transferred Excluded Item, Purchaser shall, at Seller’s expense, use Commercially Reasonable Efforts to cause any Person under its control with knowledge of relevant facts pertaining to any Non-Transferred Excluded Item to provide assistance to Seller as reasonably requested by Seller to cause the transfer of each Non-Transferred Excluded Item following the applicable Closing Date to Seller or a non-Acquired Company Affiliate of Seller and, pending such transfer, to optimize the value of each Non-Transferred Excluded Item. If any payment is received by an applicable Acquired Company, or any other value is received by an applicable Acquired Company as a result of its ownership of a Non-Transferred Excluded Item following the applicable Closing Date, then Purchaser will cause the applicable Acquired Company to pay over such payment or an equivalent amount equal to such value received to Seller or a non-Acquired Company Affiliate of Seller.
Excluded Items. To reduce the potential hazard to personal safety or damage to Residence Life property, the following items are not permitted to be used or stored in rooms, suites or other public areas of the residence hall: internal combustion engines, acids, automobile batteries, gasoline, kerosene lamps or heaters, firearms or other weapons, fireworks, incense, candles, water beds or other water- filled furniture. Weight lifting equipment, musical instruments equipped with amplifying devices and instruments that disturb other residents may be used only in designated areas of the residence hall and not be used in resident rooms. ORL reserves the right to limit the number, size and units of electrical equipment used or stored in the resident’s room i.e., stereo, TV, computers, speakers, musical instruments, etc. The University forbids the tampering, splicing, or altering of the wiring in a resident room for their personal use or to hook up additional equipment. Violation of this policy may result in the immediate removal of equipment or automatic termination of the Residence Hall Contract. Contracting for services such as cable, DirecTV, satellite services, etc., is not permitted in a student’s room and/or any part of the residence hall.
Excluded Items. (State Agencies Only) In accordance with the Ohio Revised Code Sections 5147.07, 4115.31 through 4115.35, 5119.16 and 3304.28 through 3304.33 state agencies are required to purchase items or services through in-state sources including Ohio Penal Industries (OPI), Community Rehabilitation Programs (CRPs), Department of Mental Health (DMH) Office of Support Services (Central Warehouse and Pharmacy Services); and Rehabilitation Services Commission (RSC). If items or services are available from both in-state sources and this contract/catalog, State agencies must obtain a waiver from the appropriate in-state source (OPI, CRP, DMH, and/or RSC) prior to procuring items or services contained in this contract/catalog.
Excluded Items. No payment will be made for fuels, form lumber, falsework, temporary structures, or other non-permanent work that will not become an integral part of the finished construction.
Excluded Items. Immediately prior to the effectuation of the Merger, Company shall transfer to the Shareholder all debts, liabilities and other obligations of any nature whatsoever, whether known or unknown, contingent or otherwise, other than the Continuing Liabilities, as specifically set forth in paragraph 4.11(4) (the "Excluded Items"). The parties acknowledge and agree that Company is not conveying to Parent or Surviving Corporation any of the Excluded Items and that, following closing, neither Parent nor Surviving Corporation will have any right, title, interest or obligation with respect to the Excluded Items.
Excluded Items. Costs and expenses for purposes of calculating operating profits shall not include the following:
Excluded Items. Notwithstanding anything in this Agreement to the contrary, Buyer and Seller agree that the Purchased Assets shall exclude those items listed on Schedule 6.6 (the “Excluded Items”). Seller shall retain all benefits and liabilities with respect to the Excluded Items, and Seller shall, prior to the Closing Date, use Commercially Reasonable Efforts to cause the Acquired Companies to distribute, transfer or assign each Excluded Item to Seller or a Non-Acquired Company Affiliate. Buyer acknowledges that the inability of Seller to have any Excluded Item distributed,
Excluded Items. The annual funding payments under Section 8.2.1 do not include PEPSICO’s costs associated with providing support for the collaboration including, without limitation, PEPSICO’s obligations related to reimbursable and advanced expenses which PEPSICO has specifically agreed to pay under this Agreement.
Excluded Items. In determining a Participant's Recognized Compensation there shall be excluded all of the following: (i) reimbursements or other expense allowances (including all living and other expenses paid on account of the Participant being on foreign assignment), (ii) welfare and fringe benefits (both cash and noncash) including third-party sick pay (i.e., short-term and long- term disability insurance benefits), income imputed from insurance coverages and premiums, employee discounts and other similar amounts, payments for vacation or sick leave accrued but not taken, final payments on account of termination of employment (i.e., severance payments), except that final payments on account of settlement for accrued but unused paid time off shall be taken into account in determining a Participant's Recognized Compensation, (iii) moving expenses, (iv) deferred compensation (both when deferred and when received), (v) all bonuses except the Twelve-Hour Equalization Bonus, (vi) all commissions, (vii) all overtime, and (viii) the value of a qualified or a non-qualified stock option granted to a Participant by the Employer to the extent such value is includable in the Participant's taxable income.
