Exclusions from. MARK-UP OF ACTUAL COSTS. Mark-ups on the actual cost of materials/equipment incorporated into a Change or for purchase/rental of Construction Equipment shall not be applied to any portion of such costs which are for sales, use or other taxes arising out of the purchase of materials/equipment and/or for purchase/rental of Construction Equipment.
Exclusions from. Services". Notwithstanding anything in the foregoing to the contrary, the following services are specifically excluded from the definition of "Services":
(i) Independent Accounting Services. Accounting services rendered to the Companies, their direct or indirect subsidiaries, or CHI, with prior notice and consultation with the management of the Companies, by an independent accounting firm or accountant (i.e., an accountant who is not an employee of CHI);
Exclusions from. “Confidential Information”
(a) in the public domain at the time of disclosure other than through the fault of the Receiver or of anyone to whom the Receiver has disclosed it;
(b) obtained lawfully from a third party without restriction on use or disclosure;
(c) required to be made public by operation of law (subject to the Receiver claiming any immunity, privilege or restriction on or from disclosure that it can reasonably claim), including without limitation information required by any stock exchange, rail safety or economic regulator;
(d) necessary for the provision of advice by the Receiver's legal advisers, financiers, accountants or other consultants (provided they are under a legal obligation not to disclose the Confidential Information to any third party).
Exclusions from. Services". Notwithstanding anything in the foregoing to the contrary, the following services are specifically excluded from the definition of "Services":
Exclusions from. “Confidential Information”: The following information will NOT be considered Confidential Information: (i) information that is publicly available through no fault of the party that was obligated to keep it confidential; (ii) information that a party knew prior to commencement of discussions regarding the subject matter of this Agreement; (iii) information that a party independently developed without reference to the Confidential Information of the other party; and (iv) information rightfully disclosed to a party by a third party without continuing restrictions on its use or disclosure.
Exclusions from. “Confidential Information”
Exclusions from. ADJUSTED EARNINGS. To the extent included in, or excluded from, the combined net income of the Acquired Business for a Calculation Period, Adjusted Earnings for each Calculation Period shall not include the effect of the following without duplication:
(A) The gain or loss from any sale, exchange, or other disposition of assets other than in the Ordinary Course of Business, except for sales of inventory and sales or other dispositions or impairment of assets in connection with the closure of retail stores.
(B) The gain or loss from the exchange of securities, or any increase or reduction in the carrying value of such securities.
(C) Gains or losses from the condemnation of the Acquired Entities' assets or the Purchased Assets.
(D) Insurance proceeds in excess of basis of damaged or destroyed assets and any proceeds of "key-man" life insurance or permanent disability insurance.
(E) All income or expense relating to the operations or business of any Person acquired after the date of this Agreement.
Exclusions from. Common Costs. The following costs and expenses shall not be included in Common Costs:
i. interest, late charges, and penalties on any Common Cost, unless such interest, late charges or penalties are caused by any Owner, in which case such Owner shall be responsible for such costs;
ii. attorneys’ fees and costs, other than attorneys’ fees and costs incurred in connection with enforcing this Declaration, the Existing Loading Dock and Access Easements or the Skyway Agreements;
iii. Common Costs that are self-insured or are reimbursed by insurance proceeds or condemnation awards;
iv. any and all expenses incurred in procuring, retaining, negotiating, amending, extending, administering, or terminating leases with any existing or prospective tenants, including without limitation advertising, brokerage commissions, architectural and engineering fees, and legal fees;
v. any amounts payable under mortgages, deeds of trust or ground leases encumbering all or any part of the Project;
vi. costs that are reimbursable to Office Owner by another Owner or Occupant as a result of provisions contained in a separate agreement, such as excessive use of utilities, but specifically excluding normal Common Costs;
vii. Amounts paid to persons or entities affiliated with, controlled by, controlling of, or under common control with Office Owner to the extent such amounts are greater than would have been charged by an unaffiliated third party in an arms-length transaction;
viii. except as set forth in this Article 6, management and administrative fees and any overhead and profit in excess of 3.25% of the management budget for the Project; and
ix. costs attributable to repairing items that are covered by warranties, to the extent of Office Owner’s recovery under such warranties.
Exclusions from. Confidential Information". Confidential Information shall not include any information of Owner that:
(a) is already known to and had been reduced to writing by Recipient at time of its disclosure or acquisition without any obligation to hold it in confidence;
(b) at the time of disclosure or acquisition was in the public domain or later entered the public domain other than by breach of this Agreement or a confidentiality obligation owed to the Owner;
(c) is received from a third party that had no duty to maintain the information in confidence;
(d) is independently developed by Recipient without reference to Confidential Information, provided, however, that independent development by Recipient does not constitute a breach of Section 4;
(e) is communicated to a third party with express written consent of Owner; or
(f) is lawfully required to be disclosed to any governmental agency or is otherwise required to be disclosed by law; provided, however, that before making such disclosure, the Recipient shall promptly notify Owner of such disclosure order and, upon request and at the expense of Owner, fully cooperate in contesting such disclosure by seeking a protective order or other appropriate action. If after such contest disclosure is still required, then Recipient shall seek confidentiality treatment of such Confidential Information from the entity requiring disclosure.
