Excluded Projects Clause Samples

Excluded Projects. If the Ghel▇▇ ▇▇▇reholder 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).

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63 Execution version originally dated 29 December 2022, as amended and restated on 10 February 2023 5 THIS CONTRACT WAS ORIGINALLY MADE ON 29 DECEMBER 2022 AND IS HEREBY AMENDED AND RESTATED ON __ FEBRUARY 2023 BETWEEN: The European Investment Bank having its seat at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Luxembourg, L-2950 Luxembourg, represented by ____________________ and __________________ (the "Bank") and Evotec SE, a company incorporated in Germany, having its registered office at ▇▇▇▇▇▇▇ ▇▇▇▇▇ Campus ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇, ▇-▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Hamburg, Germany, under commercial register number HRB 156381, represented by ▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇. (the "Borrower") The Bank and the Borrower together are referred to as the “Parties” and any of them is a “Party”.

Excluded Projects. Notwithstanding the foregoing, the Equity Participation Option shall not apply to: (a) the following four Projects: (i) Erath County, Texas, near Stephenville (known as the “Huckabay Ridge project”), (ii) Dublin, Texas (known as the “Rio Leche project”), (iii) the two Projects being developed in Hereford, Texas (known as the “Mission project” and the “▇▇▇▇▇▇▇ project”, respectively); (b) any project not requiring the refinement of Biogas by the Gas Treating System; or (c) any Project intended to be financed through (i) the borrowing of funds originating from the issuance of any tax-exempt bonds, where the underwriter or purchasers of such bonds have indicated that such Project or the applicable Project entity must be wholly owned by Microgy or an affiliate of Microgy, or (ii) any form of borrowing from any lender which will lend funds only on the condition that such Project or Project entity is wholly owned by Microgy or an affiliate of Microgy.

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. (b) Attached as Exhibit C is a list of all Projects in which any Commercial Third Parties currently have any rights. It is understood and agreed that such Projects are currently neither Research Projects nor Other Projects and that the Company shall have no right to any intellectual property which may arise out of any such Project. - 3 - (c) Columbia will, after consultation with the Company, adopt procedures to ensure, and shall ensure, that (i) no Invention, Research Project Information, Confidential Information or VGI Information (as each such term is hereinafter defined) is disclosed to any Commercial Third Party or to any person participating in any Excluded Project in violation of this Section 1.5(c), or Article IV hereof or any Investigator Letter, and (ii) that no Commercial Third Party will acquire any rights in any Invention, Research Project Information, Confidential Information or VGI Information. No Investigator who at that time is participating in any Excluded Project which is in an area related to a Research Project and is potentially competitive therewith shall be permitted to participate in such Research Project without the prior written consent of the Company, which shall not be unreasonably withheld.

Excluded Projects a. Member of the Board of Advisors of Shopping.com; b. Maisel Bro▇▇▇▇▇ ▇▇▇▇▇▇tions, ▇▇▇ ("▇▇P"); provided, that (i) MBP shall not take on any new projects during the Term; (ii) the Executive shall not provide any services to MBP on any project unless the Company is involved in that project; and (iii) no MBP project shall present a conflict with the business activities of the Company.

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.