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:
Claims Excluded The following are excluded from Company’s agreement to indemnify an Indemnitee under this Section 4.02:
Other Arrangements Not Excluded The indemnification and advancement of expenses authorized in or ordered by a court pursuant to this Article X:
Included Words When the context reasonably permits, words suggesting the singular shall be construed as suggesting the plural and vice versa, and words suggesting gender or gender neutrality shall be construed as suggesting the masculine, feminine and neutral genders.
Contract Rights Not Exclusive The rights to payment of Indemnifiable Amounts and advancement of Indemnifiable Expenses provided by this Agreement shall be in addition to, but not exclusive of, any other rights which Indemnitee may have at any time under applicable law, the Company’s Certificate of Incorporation or By-laws, or any other agreement, vote of stockholders or directors (or a committee of directors), or otherwise, both as to action in Indemnitee’s official capacity and as to action in any other capacity as a result of Indemnitee’s serving as a director or officer of the Company.
Excluded Assets Notwithstanding the foregoing, the Purchased Assets shall not include the following assets (collectively, the “Excluded Assets”):
Other Excluded Assets All of Seller’s right, title and interest in and to all of its other assets (except for the Acquired Assets).
Excluded Inventions The provisions of Section 2.1 shall not apply to Inventions which fulfill all of the following criteria: