Wrong box items Sample Clauses

Wrong box items. If during a period of [***] from Closing in respect of any assets and/or liabilities directly relating to the Compound or required to conduct the business of the Company it appears that the title thereto at the Closing Date was held by any entity of the Seller Group other than the Company and which were transferred thereto by the Company during the Seller Holding Period, or in respect of any assets and/or liabilities which do not directly relate to the Compound and are not required to conduct the business of the Company it appears that the title thereto was at the Closing Date held by the Company instead of another entity of the Seller Group and such asset or liability was transferred to the Company by the Seller Group during the Seller Holding Period, such items and/or liabilities shall, unless otherwise agreed by the Parties in writing, be transferred by the Seller Group to the Purchaser, or at the option of the Purchaser to the Company, or by the Purchaser or the Company to the Seller Group, as the case may be, without any further consideration being due in relation to such transfer.
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Wrong box items. If in respect of certain items of which it is evident that they belong to the (business of) the Company it appears that the title thereto at the time of Closing was held by another entity of the Seller Group instead of the Company, or in respect of certain items and/or liabilities of which it is evident that they do not belong to the (business of) the Company it appears that the title thereto was at the time of Closing held by the Company instead of another entity of the Seller Group, such items and/or liabilities shall be transferred by the Seller to the Purchaser, or, at the option of the Purchaser to the relevant member of the Purchaser Group, or by the Purchaser or the Company to the Seller, as the case may be, without any adjustment of the Purchase Price and without any consideration being due in relation to such transfer (as such consideration is deemed to have been part of the Purchase Price).
Wrong box items. If during a period of 12 (twelve) months from the Closing Date in respect of certain items of which it is evident that they belong to the business of the Group Companies, with the exception of items in connection with asset management, it appears that the title thereto at the time of Closing was held by another entity instead of any of the Group Companies, or in respect of certain items and/or liabilities of which it is evident that they do not belong to the business of the Group Companies it appears that the title thereto was at the time of Closing held by any of the Group Companies instead of another entity of the Aegon Group, such items and/or liabilities shall be transferred by Aegon to ASR, or, at the option of ASR to the relevant member of the ASR Group, or by ASR or the relevant Group Company to Aegon or, at the option of Aegon, to the relevant member of the Aegon Group, as the case may be, without any adjustment of the Consideration and without any consideration being due in relation to such transfer (as such consideration is deemed to have been part of the Consideration).

Related to Wrong box items

  • Prepaid Items Any prepaid items, including, without limitation, fees for licenses which are transferred to the Purchaser at the Closing and annual permit and inspection fees shall be apportioned between the Seller and the Purchaser at the Closing.

  • Personal Items In accordance with Departmental policy, employees will be reimbursed for personal items required on the job that are lost, damaged or destroyed in the line of duty. Reimbursement will be up to an amount of $100 per occurrence, excluding prescription eyewear.

  • Items All bid items are to be NEW and of most current production, unless otherwise specified.

  • Excluded Items The following items are excluded from this sale:

  • Interconnection Customer Payments Not Taxable The Parties intend that all payments or property transfers made by the Interconnection Customer to the Participating TO for the installation of the Participating TO's Interconnection Facilities and the Network Upgrades shall be non-taxable, either as contributions to capital, or as a refundable advance, in accordance with the Internal Revenue Code and any applicable state income tax laws and shall not be taxable as contributions in aid of construction or otherwise under the Internal Revenue Code and any applicable state income tax laws.

  • Computer Equipment Recycling Program If this Contract is for the purchase or lease of computer equipment, then Contractor certifies that it is in compliance with Subchapter Y, Chapter 361 of the Texas Health and Safety Code related to the Computer Equipment Recycling Program and the Texas Commission on Environmental Quality rules in 30 TAC Chapter 328.

  • Returned Items You are solely responsible for any Item for which you have been given provisional credit, and any such Item that is returned or rejected may be charged to your Account. You acknowledge that all credits received for deposits made through the Service are provisional, subject to verification and final settlement. Any Item that we return to you will be returned in the form of an Image or an IRD.

  • Company’s Accounting System The Company maintains a system of accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management's general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management's general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

  • USER GENERATED CONTRIBUTIONS The Licensed Application may invite you to chat, contribute to, or participate in blogs, message boards, online forums, and other functionality, and may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or in the Licensed Application, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, "Contributions"). Contributions may be viewable by other users of the Licensed Application and through third-party websites or applications. As such, any Contributions you transmit may be treated as non-confidential and non-proprietary. When you create or make available any Contributions, you thereby represent and warrant that: 1. The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party. 2. You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Licensed Application, and other users of the Licensed Application to use your Contributions in any manner contemplated by the Licensed Application and this License Agreement. 3. You have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness or each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Licensed Application and this License Agreement. 4. Your Contributions are not false, inaccurate, or misleading. 5. Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation. 6. Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us). 7. Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone. 8. Your Contributions are not used to harass or threaten (in the legal sense of those terms) any other person and to promote violence against a specific person or class of people. 9. Your Contributions do not violate any applicable law, regulation, or rule. 10. Your Contributions do not violate the privacy or publicity rights of any third party. 11. Your Contributions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors. 12. Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap. 13. Your Contributions do not otherwise violate, or link to material that violates, any provision of this License Agreement, or any applicable law or regulation. Any use of the Licensed Application in violation of the foregoing violates this License Agreement and may result in, among other things, termination or suspension of your rights to use the Licensed Application.

  • User Accounts End User shall ensure that only Authorized Users can access the Services. User accounts may not be shared among individuals or used to provide access to the Services to individuals who are not the individual associated with the corresponding user account.

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