Included and Excluded Business Sample Clauses

Included and Excluded Business. All income and expenses of the Buyer and its Affiliates (including for purposes hereof the Group Companies) that relates to the Company Business in or relating to the Existing Shops (including but not limited to any gain or loss relating to any disposal of Existing Shops or material assets), any income that relates to a Current Customer in any stores that are not Existing Shops and any income from retail sales of products that are transferred from Existing Shops to new stores and sold in new stores, and as such business is intended to be conducted pursuant to the Forecast or is adjusted, changed or modified after the Closing Date in accordance with Clause 4.1.2(b), shall be included in the calculation of the PBT (“Included Business”). All income and expenses of the Group Companies that relate to any business activities in stores that are not open on the Closing Date, including in any stores acquired (directly or indirectly) after the Closing Date (with the Buyer procuring that such acquired stores will not operate under the trade names or trademarks of any Group Company) but excluding any business activities of the Current Customers, shall be excluded in the calculation of the PBT (“Excluded Business”). Accordingly, and for the avoidance of doubt, only the operations of the Buyer and its Affiliates (including for purposes hereof the Group Companies) within the Company Business conducted in the Existing Shops (including but not limited to any gain or loss relating to any disposal of Existing Shops or material assets) and for the products and services (i) offered as of the Closing Date and any income relating to Current Customers or products from Existing Shops in any stores that are opened after the Closing Date, (ii) referred to in the Forecast or (iii) added with the prior written consent of the Seller, will be included in the calculation of the PBT.
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Related to Included and Excluded Business

  • Assumed and Excluded Liabilities (a) The “

  • 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”):

  • Assumed Business Names Borrower has filed or recorded all documents or filings required by law relating to all assumed business names used by Borrower. Excluding the name of Borrower, the following is a complete list of all assumed business names under which Borrower does business: None.

  • Excluded Acts To indemnify Indemnitee for any acts or omissions or transactions from which a director may not be relieved of liability under applicable law;

  • 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:

  • Excluded Subsidiaries The Borrower:

  • Other Business and Financial Information The Borrower will deliver to each Lender:

  • Assumed Liabilities; Excluded Liabilities (a) Pursuant to the terms and subject to the conditions of this Agreement, at the Closing, Seller shall sell, convey, deliver, transfer and assign to Buyer (or its designated Affiliate), and Buyer (or its designated Affiliate) shall assume from Seller the Assumed Liabilities.

  • Other Excluded Assets All of Seller’s right, title and interest in and to all of its other assets (except for the Acquired Assets).

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