Excluded Stores Sample Clauses

Excluded Stores. Excluded Stores" shall mean any retail and outlet stores operated by any of the Sellers in the United States other than the Purchased Stores.
Sample 1Sample 2
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Excluded Stores. Nothing in this Agreement shall require Fleming to supply Products to any Store the supply of which by Xxxxxxx would cause Fleming to violate the Non-Compete Agreemenx xxxxx June 20, 1994, bexxxxx Fleming and Di Giorgio Corporation, as amended, or the noncompete coxxxxxxx in the Asset Purchase Agreement between Fleming and Associated Grocers, Incorporated dated as of Septemxxx 00, 1998 ("Excluded Stores"). When the supply of Products to any Excluded Stores would no longer violate either of such agreements such Excluded Stores shall be deemed Stores for all purposes hereunder and Fleming and Kmart shall cooperate in transitioning to Fleming's xxxxxx of such Excluded Store as soon as reasonably pxxxxxxxxxe. Prior to the time that the supply of an Excluded Store by Fleming would not violate either of the agreements, if Kmart purchasxx xxx Products for such Excluded Store from a third party, Fleming shall reimburse Kmart on demand for any fees and direct xxxxx reasonably incurred by Kmart over the costs that would have been incurred had Fleming procured and delivered such Products, and such purchasex xxxxx count toward fulfilling volume requirements necessary to achieve graduated reductions in fees based on purchase volume. Fleming shall use commercially reasonable efforts to cause the xxx-xxxpete covenants described in this section to be terminated or to obtain a consent or waiver, at Fleming's expense, necessary to permit Fleming to supply Producxx xx xxx Excluded Stores. Fleming shalx xxxx Kmart notice of any such termination, consent, or xxxxxx as soon as practicable following such termination, consent or waiver.
Sample 1
Excluded Stores. Prior to the Closing Date, Seller shall notify all --------------- lessors of the Excluded Stores in writing (by certified mail) (i) of the transactions contemplated hereby and (ii) that Purchaser is not assuming any obligations or liabilities in respect of the Excluded Stores. Seller shall promptly provide copies of these written notices to Purchaser.
Sample 1

Related to Excluded Stores

  • Excluded Services The parties hereto expressly acknowledge that the provision of all professional services, including but not limited to, dental services by the P.C., shall be separate and independent from the provision of administrative, fiscal and support services by VFD, and the P.C. shall be solely and exclusively responsible for all professional dental services rendered to patients of the Practice. Without limiting the generality of the foregoing, the parties acknowledge that the P.C. shall be solely responsible for setting all professional standards of the Practice and shall be responsible for the employment and discharge of all Professional Personnel.

  • Excluded Securities The rights of first refusal established by this Section 4 shall have no application to any of the following Equity Securities:

  • Excluded Contracts All of Seller's right, title and interest in, to and under the Contracts listed on Schedule 1.2(b) attached hereto (the "Excluded Contracts");

  • Excluded Shares Notwithstanding anything herein to the contrary, the Exercise Price shall not be adjusted pursuant to this Section 9.2 by virtue of the issuance and/or sale of Excluded Shares, which shall mean the following: (a) Shares issuable upon the exercise of the Warrants; (b) Shares, Options or Convertible Securities to be issued and/or sold to employees, advisors (including, without limitation, financial, technical and legal advisers), directors, or officers of, or consultants to, the Company or any of its subsidiaries pursuant to a share grant, share option plan, share purchase plan, pension or profit sharing plan or other share agreement or arrangement existing as of the date hereof or approved by the Company's Board of Directors (if any, otherwise by the Managers); (c) the issuance of Shares, Options and/or Convertible Securities pursuant to Options and Convertible Securities outstanding as of the date of this Warrant; (d) the issuance of Shares, Options or Convertible Securities as a share dividend or upon any subdivision or combination of Shares or Convertible Securities; (e) the issuance of Shares, Options or Convertible Securities in connection with strategic partnerships or other business and/or product consolidations or joint ventures and (f) the issuance of Shares, Options or Convertible Securities by the Company in connection with a contemplated equity financing currently in progress as of the date hereof. For all purposes of this Section 9.2, all Shares of Excluded Shares shall be deemed to have been issued for an amount of consideration per Share equal to the initial Exercise Price (subject to adjustment in the manner set forth in Section 9.1). In addition, if the amount of any adjustment pursuant to this Section 9 shall be less than two cents (24) per Warrant Share no adjustment to the Exercise Price or to the number of Warrant Shares issuable upon the exercise of the Warrants shall be made; provided,

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

  • Acquisition Services (i) Serve as the Company’s investment and financial advisor and provide relevant market research and economic and statistical data in connection with the Company’s assets and investment objectives and policies;

  • Excluded Subsidiaries The Borrower shall have the right, at any time with prior written notice to the Agent, to (i) designate any Subsidiary as an Excluded Subsidiary in accordance with the requirements of such definition or (ii) remove any Subsidiary from being an Excluded Subsidiary; provided that with respect to any Subsidiary, after the second designation of such Subsidiary as a Non-Excluded Subsidiary from an Excluded Subsidiary, such Subsidiary may not be re-designated as an Excluded Subsidiary at a later date.

  • 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:

  • 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 Transactions The Company shall not be obligated to effect any registration of Registrable Securities under this Section 2.1 incidental to the registration of any of its Securities in connection with:

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