Excluded Projects Sample Clauses

Excluded Projects. Global shall not have the right to invest equity in (i) any Projects developed by Covanta that will be owned by a Governmental Organization, (ii) the Demonstration Plant and (iii) up to ten (10) individual Systems that Covanta has the right to purchase through Licensor for use by Covanta at any of its waste to energy plants in Territory A and which will be owned by Covanta or a Covanta Affiliate (the “Excluded Projects”).
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Excluded Projects. If the Ghelxx Xxxreholder Representative delivers an Excluded Project Notice to CREC and the Company with respect to a Capital Project (an "Excluded Project") within the time period provided for in Section 3.1, the Company shall establish on its books and records separate accounts relating to such Excluded Project, and the activities and operations conducted by the Company and its Subsidiaries in connection with such Excluded Project (the "Excluded Project Operations") shall in all respects be treated as a separate division of the Company. The separate accounts relating to an Excluded Project shall be maintained on a cash basis and shall identify (i) all assets of the Company and its Subsidiaries, if any, used in connection with the Excluded Project Operations, (ii) all liabilities incurred by the Company and its Subsidiaries in connection with the Excluded Project Operations, (iii) all items of income and other receipts and all gains realized by the Company and or its Subsidiaries ("Excluded Project Income") which are attributable to the Excluded Project Operations (including, but not limited to, any revenues from the sale of products and provision of services in connection with the Excluded Project and the sale or exchange of assets used in connection with the Excluded Project Operations) and (iv) all items of expense and other payments and all losses incurred by the Company or its Subsidiaries ("Excluded Project Expense") which are attributable to the Excluded Project Operations (including, but not limited to, any operating costs associated with such Excluded Project and any payment of liabilities incurred in connection therewith such as a payment of principal, interest or other costs associated with indebtedness incurred in order to fund the Excluded Project).
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Excluded Projects. 63 Execution version originally dated 29 December 2022, as amended and restated on 10 February 2023 5 THIS CONTRACT WAS ORIGINALLY MADE ON 29 DECEMBER 2022 AND IS HEREBY AMENDED AND RESTATED ON __ FEBRUARY 2023 BETWEEN: The European Investment Bank having its seat at 000 xxxx Xxxxxx Xxxxxxxx, Luxembourg, L-2950 Luxembourg, represented by _____ and (the "Bank") and Evotec SE, a company incorporated in Germany, having its registered office at Xxxxxxx Xxxxx Campus Xxxxxxx Xxxxx 0, X-00000 Xxxxxxx, Xxxxxxx, registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Hamburg, Germany, under commercial register number HRB 156381, represented by Xxxx Xxxxxxxx and Xx. Xxxxxxxxx Xxxxxx. (the "Borrower") The Bank and the Borrower together are referred to as the “Parties” and any of them is a “Party”.
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Excluded Projects. (a) In the event a third party, including a Columbia faculty member, researcher or employee who has not signed an Investigator Letter, requests the Center to undertake a Project which is classifiable as an Excluded Project, Columbia shall use reasonable efforts to cause such Project to conform to all such criteria, or as many of such criteria as possible, thereby making such Project eligible to become a Research Project or an Other Project. In the event Columbia is unable to do so, but nevertheless decides to undertake such Project, no Direct Support shall be applied thereto, and the Company shall have no right to license intellectual property arising therefrom. Columbia agrees that it shall not actively seek, and shall refrain from soliciting to undertake, in the Center, any Excluded Project or any Project likely to become an Excluded Project, but may undertake an Excluded Project brought to the attention of the Director by third parties described above in this subsection.
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Excluded Projects. Notwithstanding any provision hereof to the contrary, the term “Work Product” shall not include the projects identified on Exhibit A attached hereto, if any, and Employee shall have the right to continue work on and to retain all ownership rights in the Excluded Projects.
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Excluded Projects. Notwithstanding the foregoing, the Equity Participation Option shall not apply to:
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Excluded Projects a. Member of the Board of Advisors of Shopping.com;
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Related to Excluded Projects

  • Excluded Property Notwithstanding anything to the contrary in Section 2.1, the property, assets, rights and interests set forth in this Section 2.2 (the “Excluded Property”) are excluded from the Property:

  • After-Acquired Property If any Pledgor shall at any time after the date hereof (i) obtain any rights to any additional Intellectual Property Collateral or (ii) become entitled to the benefit of any additional Intellectual Property Collateral or any renewal or extension thereof, including any reissue, division, continuation, or continuation-in-part of any Intellectual Property Collateral, or any improvement on any Intellectual Property Collateral, the provisions hereof shall automatically apply thereto and any such item enumerated in the preceding clause (i) or (ii) shall automatically constitute Intellectual Property Collateral as if such would have constituted Intellectual Property Collateral at the time of execution hereof and be subject to the Lien and security interest created by this Agreement without further action by any party. Each Pledgor shall promptly provide to the Collateral Agent written notice of any of the foregoing and confirm the attachment of the Lien and security interest created by this Agreement to any rights described in clauses (i) and (ii) above by execution of an instrument in form reasonably acceptable to the Collateral Agent and the filing of any instruments or statements as shall be reasonably necessary to create, preserve, protect or perfect the Collateral Agent’s security interest in such Intellectual Property Collateral. Further, each Pledgor authorizes the Collateral Agent to modify this Agreement by amending Schedules 12(a) and 12(b) to the Perfection Certificate to include any Intellectual Property Collateral of such Pledgor acquired or arising after the date hereof.

  • Included Assets The Assets referred to in Section 1.1(a)(ii) shall include, without limitation, the following assets, properties and rights of Seller used directly or indirectly in the conduct of, or generated by or constituting, the Business, except as otherwise expressly set forth in this Agreement:

  • Excluded Assets Notwithstanding the foregoing, the Purchased Assets shall not include the following assets (collectively, the “Excluded Assets”):

  • Unencumbered Properties Each Property included in any calculation of Unencumbered Asset Value or Unencumbered NOI satisfied, at the time of such calculation, all of the requirements contained in the definition of “Unencumbered Property Criteria.”

  • After Acquired Real Property Upon the acquisition by it or any of its Domestic Subsidiaries that is a Loan Party after the date hereof of any Material Real Estate Asset (each such interest being an “After Acquired Property”), as soon as reasonably practicable so notify the Collateral Agent, setting forth with specificity a description of the interest acquired, the location of the real property, and either an appraisal or such Loan Party’s good-faith estimate of the current value of such real property after taking into account any liabilities with respect thereto that impact such fair market value. The Collateral Agent shall notify such Loan Party within ten (10) Business Days of receipt of notice from the Administrative Borrower whether it intends to require any of the Real Property Deliverables referred to below. Upon receipt of such notice, the Loan Party that has acquired such After Acquired Property shall furnish to the Collateral Agent as promptly as reasonably practicable the following, each in form and substance reasonably satisfactory to the Collateral Agent: (i) a Mortgage with respect to such real property and related assets located at the After Acquired Property, duly executed by such Loan Party and in recordable form; (ii) evidence of the recording of the Mortgage referred to in clause (i) above in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to create and perfect a valid and enforceable first priority lien on the After Acquired Property purported to be covered thereby (subject to Permitted Liens) or to otherwise protect the rights of the Agents and the Lenders thereunder, (iii) a Title Insurance Policy, (iv) a survey of such real property, certified to the Collateral Agent and to the issuer of the Title Insurance Policy by a licensed professional surveyor reasonably satisfactory to the Collateral Agent, provided that an existing survey shall be acceptable if sufficient for the applicable title insurance company to remove the standard survey exception and issue survey-related endorsements, (v) if requested, Phase I Environmental Site Assessments with respect to such real property, certified to the Collateral Agent by a company reasonably satisfactory to the Collateral Agent, and (vi) such other documents reasonable and customary or instruments (including guarantees and enforceability opinions of counsel) as the Collateral Agent may reasonably require (clauses (i)-(vi), collectively, the “Real Property Deliverables”). The Borrowers shall pay all reasonable and documented out-of-pocket fees and expenses, including reasonable and documented out-of-pocket fees and expenses of one outside counsel and one local counsel in each relevant jurisdiction, and all title insurance charges and premiums, in connection with each Loan Party’s obligations under this Section 7.01(o).

  • 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.

  • Additional Property Collateral shall also include the following property (collectively, the “Additional Property”) which Debtor becomes entitled to receive or shall receive in connection with any other Collateral: (a) any stock certificate, including without limitation, any certificate representing a stock dividend or any certificate in connection with any recapitalization, reclassification, merger, consolidation, conversion, sale of assets, combination of shares, stock split or spin-off; (b) any option, warrant, subscription or right, whether as an addition to or in substitution of any other Collateral; (c) any dividends or distributions of any kind whatsoever, whether distributable in cash, stock or other property; (d) any interest, premium or principal payments; and (e) any conversion or redemption proceeds; provided, however, that until the occurrence of an Event of Default (as hereinafter defined), Debtor shall be entitled to all cash dividends and all interest paid on the Collateral (except interest paid on any certificate of deposit pledged hereunder) free of the security interest created under this Agreement. All Additional Property received by Debtor shall be received in trust for the benefit of Secured Party. All Additional Property and all certificates or other written instruments or documents evidencing and/or representing the Additional Property that is received by Debtor, together with such instruments of transfer as Secured Party may request, shall immediately be delivered to or deposited with Secured Party and held by Secured Party as Collateral under the terms of this Agreement. If the Additional Property received by Debtor shall be shares of stock or other securities, such shares of stock or other securities shall be duly endorsed in blank or accompanied by proper instruments of transfer and assignment duly executed in blank with, if requested by Secured Party, signatures guaranteed by a bank or member firm of the New York Stock Exchange, all in form and substance satisfactory to Secured Party. Secured Party shall be deemed to have possession of any Collateral in transit to Secured Party or its agent.

  • Permitted Activities The Executive shall devote his entire business time, attention and energies to the Business of the Employer and shall not during the Term be engaged (whether or not during normal business hours) in any other business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage; but this shall not be construed as preventing the Executive from:

  • Excluded Inventions The provisions of Section 2.1 shall not apply to Inventions which fulfill all of the following criteria:

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