In-Scope Business definition

In-Scope Business means the businesses of (a) designing, developing, manufacturing, assembling, testing, certifying, marketing, selling, distributing and delivering EC Vehicles and their hardware and software components, (b) maintaining, sustaining and supporting, and providing other aftermarket services for, EC Vehicles, including parts distribution and other logistics, maintenance, repair and overhaul services, modifications and training, and (c) any combination of any aspects of any of the foregoing clauses (a) and (b).
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In-Scope Business means, together, Final Assembly Work, Sales Work and Aftermarket Services; provided that In-Scope Business shall not include Restricted Activities. “Indemnity Loss” means any and all Losses (regardless whether such Losses result from the negligence, gross negligence or strict liability of, or any other basis of liability under the Law or in equity with respect to, a Company Indemnified Person); provided that (a) punitive and exemplary damages shall not constitute Indemnity Losses except to the extent they are payable in a Third Party Claim against a Company Indemnified Person for which such Company Indemnified Person is entitled to indemnification under this Agreement and (b) consequential and special damages (including damages relating to lost profits and diminution in value, to the extent such lost profits and diminution in value constitute consequential damages) shall not constitute Indemnity Losses except to the extent they are (i) payable in a Third Party Claim against a Company Indemnified Person for which such Company Indemnified Person is entitled to indemnification under this Agreement or (ii) the natural, probable and reasonably foreseeable result of the matter, facts or circumstances that gave rise to such Indemnity Loss, taking into account any special circumstances of the In-Scope Business known by, or reasonably apparent to, the Indemnifying Person at the later of (x) the date of this Agreement and (y) the time of the event or occurrence providing the basis for indemnification of Indemnity Losses, but excluding, in connection with this clause (ii) only, damages calculated based on multiples of earnings, EBITDA or similar financial metrics, other than in the case of Fraud. “Intellectual Property” means all intellectual property and industrial property rights arising under the Laws of any jurisdiction, including:
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Examples of In-Scope Business in a sentence

  • The Company has been duly formed for the sole object and purpose of engaging in such lawful transactions and business activities (including through its Subsidiaries) as are in furtherance of and in connection with conducting the In-Scope Business as contemplated by the Business Plan.

  • Buyer shall offer, or cause its Affiliate to offer, employment to all In-Scope Business Employees employed by an Asset Seller (“In-Scope Asset Seller Employees”).

  • For the avoidance of doubt, this Section 11.4(b)(ii) shall not prohibit a Member from retaining any Representatives or other intermediaries in the ordinary course of business, but only to the extent that such Representatives or other intermediaries are not retained for the purposes promoting or advancing the In-Scope Business of the Company.

  • The use or other exploitation (e.g., copying, display, performance) of the Licensed IP to conduct the In-Scope Business as contemplated by the Business Plan will not infringe the Intellectual Property rights of any Person.

  • Except as set forth in Schedule 4.4, there are no Legal Proceedings pending or, to the knowledge of such Member, threatened by or against such Member or its Affiliates, whether at law or in equity, or before or by any Governmental Authority, that would reasonably be expected to materially adversely affect (a) such Member’s ability to perform its obligations under this Agreement, (b) the consummation of the transactions contemplated by this Agreement or (c) the Company’s conduct of the In-Scope Business.

  • All Employee Liabilities in respect of such In-Scope Business Employees which may become due, payable to, receivable by, and accruing in favor of such In-Scope Business Employees and relating to employment by GATX or its Affiliates after the date the In-Scope Business Employee is hired by G-Corp or its Affiliates will be the responsibility of GATX or its Affiliates.

  • Except as otherwise provided in this Section 4.4 or in accordance with applicable Law, all rights, powers, duties, Liabilities and obligations of, or with respect to, each such In-Scope Business Employee shall remain an obligation of the Transferred Subsidiary that employs such employee.

  • If the Contractor declines to include individual(s) or groups of providers in its network, the Contractor agrees to give the affected providers written notice of the reason for its decision and will notify EOHHS of this decision within ten (10) calendar days.

  • Other than the royalty payable to FAB under the FAB License, there are no material royalty amounts payable to any Person in connection with the Company’s or the Members’ use of the Licensed IP to conduct the In-Scope Business as contemplated by the Business Plan.

  • All Employee Liabilities which become due, payable to, receivable by, and accrued in favor of Business Employees up to the date the In-Scope Business Employee is no longer employed by Seller will be the responsibility of the Seller, which Employee Liabilities shall be paid by the Seller to the In-Scope Business Employees no later than the regular payroll payment date immediately following the Hire Date.