Reverse Carve-Outs definition

Reverse Carve-Outs has the meaning given to it in Clause 2.1(b);
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Examples of Reverse Carve-Outs in a sentence

  • The Purchaser shall indemnify the Seller and each other member of the Seller Group against all such Transfer Taxes (but excluding any Transfer Tax, if any, arising, directly or indirectly, from the Italian Business Carve-Out, the LNSM HV Service Business Carve-Out or the Reverse Carve-Outs).

  • The Purchaser shall indemnify the Seller and each other member of the Seller Group against all such Transfer Taxes (but excluding any Transfer Tax, if any, arising, directly or indirectly, from the Italian Business Carve-Out or the Reverse Carve-Outs).

  • The Purchaser shall economically bear and ultimately pay all Transfer Taxes arising as a consequence of this Agreement or any transaction or action in connection with this Agreement or any other Transaction Document (including any Local Transfer Document), regardless of how, when or against which person or entity the relevant Transfer Tax is assessed (but excluding any Transfer Tax, if any, arising, directly or indirectly, from the Italian Business Carve-Out or the Reverse Carve-Outs).

Related to Reverse Carve-Outs

  • Below Threshold Asset Sale Proceeds shall have the meaning assigned to such term in the definition of the term “Cumulative Credit.”

  • Baseline concentration means that ambient concentration level that exists in the baseline area at the time of the applicable minor source baseline date. A baseline concentration is determined for each pollutant for which a minor source baseline date is established and shall include the following:

  • Obsolete Inventory means items that have expired, are redundant or damaged;

  • Excluded Inventory has the meaning set forth in Section 2.2(b).

  • Consolidated First Lien Net Debt means Consolidated Total Net Debt minus the sum of (i) the portion of Indebtedness of the Borrower or any Restricted Subsidiary included in Consolidated Total Net Debt that is not secured by any Lien on the Collateral and (ii) the portion of Indebtedness of the Borrower or any Restricted Subsidiary included in Consolidated Total Net Debt that is secured by Liens on the Collateral, which Liens are expressly subordinated or junior to the Liens securing the Obligations.