Wrong Pocket definition

Wrong Pocket the meaning set forth in Section 5.15(a).
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Wrong Pocket has the meaning set forth in Section 7.04(a).
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Wrong Pocket. ASSETS, SHARED ASSETS AND JOINT ASSETS
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Examples of Wrong Pocket in a sentence

  • To the extent any Governmental Authority or third-party consent is required for the transfer of a Wrong Pocket Asset, the Parties shall use reasonable best efforts to procure the required Governmental Authority or third-party consent.

  • This process will continue with all local vendors having proposal within 3% of the lowest overall proposal by a non-local vendor.

  • Declines in Spending Despite Positive Returns on Investment: Understanding Public Health’s Wrong Pocket Problem.

  • Sellers shall indemnify and hold harmless Buyer and its Affiliates from and against any and all liabilities arising out of or otherwise related to any Outbound Wrong Pocket Employee.

  • Wrong Pocket Assets 14 ARTICLE 3 Representations and Warranties of Seller Section 3.01.

  • It is understood and agreed that no consideration shall be payable by Seller in respect of any such Sellers’ Wrong Pocket Assets.

  • If, following the Closing, Buyer, Parent, or any of their respective Affiliates identifies (i) any asset held by a member of the Seller Group that is a Purchased Asset; or (ii) any asset held by Buyer or a Buyer Designee that is an Excluded Asset (in each case, a “ Wrong Pocket Asset”), then Parent or Buyer, as the case may be, will notify the other in writing.

  • The Sellers shall promptly give to the Buyer all notices, correspondence or enquiries referring to the Consolidated Chello Company Intellectual Property or a Wrong Pocket Asset (once such Wrong Pocket Asset has been identified in accordance with this clause 13) which it receives after Completion for a period of two (2) years following Completion.

  • The following provisions shall survive any termination of this Purchase and Sale Agreement: Article I (defined Terms) Section 5.2 (Books and Records) (as it relates to information related to a pre-termination period); Section 5.3 (Confidentiality) (until the date specified in Section 5.3); Section 5.5 (Wrong Pocket Provisions); Article VIII (Indemnification and Limited Guarantee); and Article IX (Miscellaneous).

  • If, at any time following Completion, any Purchaser or any Seller becomes aware of the existence of any Wrong Pocket Asset, then such Purchaser or Seller shall promptly notify the other Parties of the existence of such Wrong Pocket Asset.


More Definitions of Wrong Pocket

Wrong Pocket. Asset shall mean an asset, liability or contract of the Zenuity Group, which has been listed as an asset, liability or contract, as applicable, in the schedules to the Asset Transfer Agreements or the Share Purchase Agreements but erroneously not been transferred to (i) VNE or Z2Co (as applicable) with respect to the Asset Transfer Agreements, or (ii) alongside the relevant Subsidiary with respect to the Share Purchase Agreements, and instead has either (a) remained with Zenuity, or (b) been transferred to another party, directly or indirectly, pursuant to the Asset Transfer Agreements or the Share Purchase Agreements (including any Wrong Pocket Tax Liability).
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Related to Wrong Pocket

  • Indirect Costs has the same meaning as in 44 Ill. Admin. Code 7000.30.

  • Adult entertainment establishment means any of the following:

  • Legal Expenses means the fees, costs and expenses of any kind incurred by any Person indemnified herein and its counsel in investigating, preparing for, defending against or providing evidence, producing documents or taking other action with respect to any threatened or asserted Claim.

  • Direct Costs means the sum of the following:

  • Overhead costs means the actual costs incurred or the estimated costs to be

  • Indirect cost means any cost not directly identified with a single final cost objective, but identified with two or more final cost objectives or with at least one intermediate cost objective.

  • Adult entertainment means any exhibition of any adult-oriented: motion pictures, live performance, computer or CD Rom generated images, displays of adult-oriented images or performances derived or taken from the internet, displays or dance of any type, which has a substantial portion of such performance any actual or simulated performance of specified sexual activities or exhibition and viewing of specified anatomical areas, removal or partial removal of articles of clothing or appearing unclothed, pantomime, modeling, or any other personal service offered customers.

  • Victim of domestic violence means a person protected under this act and shall include any person who is 18 years of age or older or who is an emancipated minor and who has been subjected to domestic violence by a spouse, former spouse, or any other person who is a present or former household member. "Victim of domestic violence" also includes any person, regardless of age, who has been subjected to domestic violence by a person with whom the victim has a child in common, or with whom the victim anticipates having a child in common, if one of the parties is pregnant. "Victim of domestic violence" also includes any person who has been subjected to domestic violence by a person with whom the victim has had a dating relationship.

  • Expenses shall include all direct and indirect costs, fees and expenses of any type or nature whatsoever, including, without limitation, all reasonable attorneys’ fees and costs, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, fees of private investigators and professional advisors, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, fax transmission charges, secretarial services and all other disbursements, obligations or expenses in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, settlement or appeal of, or otherwise participating in, a Proceeding (as defined below), including reasonable compensation for time spent by Indemnitee for which he or she is not otherwise compensated by the Company or any third party. Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding (as defined below), including without limitation the principal, premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.

  • Connection Income Taxes means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

  • Finished Services means complete end-to-end services offered by CenturyLink to wholesale customers or retail End User Customers. Finished Services do not include Unbundled Network Elements or combinations of Unbundled Network Elements. Finished Services include Access Services, private lines, retail services, and resold services.

  • Deep poverty pocket means a population census tract having a

  • Routine patient care costs means Covered Medical Expenses which are typically provided absent a clinical trial and not otherwise excluded under the Policy. Routine patient care costs do not include:

  • Transfer Costs means the cost of registration of Transfer arising herefrom calculated with reference to the fee chargeable in terms of the recommended guideline of conveyancing fees, and all incidental disbursements necessary to effect registration, together with VAT on such costs and disbursements, but specifically excluding any costs relating to mortgage bond registration;

  • Loss of Activities of Daily Living means that, due to an Injury or Sickness, the Insured Employee has lost the ability to safely and completely perform two or more of the following six Activities of Daily Living without another person's active, hands-on help with all or most of the activity.

  • Licensed Nurse means an Oregon licensed practical or registered nurse.

  • Footwear or Leather Care Product means any product designed or labeled to be applied to footwear or to other leather articles/components, to maintain, enhance, clean, protect, or modify the appearance, durability, fit, or flexibility of the footwear or leather article/component. Footwear includes both leather and nonleather foot apparel. “Footwear or Leather Care Product” does not include “Fabric Protectant,” “General Purpose Adhesive,” “Contact Adhesive,” “Vinyl/Fabric/Leather/Plastic Coating,” as defined in section 94521(a), “Rubber/Vinyl Protectant,” “Fabric Refresher,” products solely for deodorizing, or sealant products with adhesive properties used to create external protective layers greater than 2 millimeters thick.

  • Instrumental activities of daily living or “IADL” means tasks consisting of housekeeping, laundry, shopping, transportation, medication management and meal preparation.

  • Clinical Nurse Consultant means a registered nurse appointed as such to the position, who has at least five years post-basic registration experience and in addition approved post-basic nursing qualifications relevant to the field in which they are appointed or such other qualifications or experience deemed appropriate by the employer.

  • Medical Expenses means those expenses that an Insured Person has necessarily and actually incurred for medical treatment on account of Illness or Accident on the advice of a Medical Practitioner, as long as these are no more than would have been payable if the Insured Person had not been insured and no more than other hospitals or doctors in the same locality would have charged for the same medical treatment.

  • Indirect Taxes means value added taxes, sales taxes, consumption taxes and other similar taxes.

  • Legal Costs of a person means legal costs incurred by that person in defending an action for a Liability of that person.

  • Instrumental activities of daily living (IADL) means routine activities performed around the home or in the community and includes the following:

  • Criminal sexual activity means the commission of an act as defined in Section 886 of Title 21 of the Oklahoma Statutes, which is the act of sodomy; and

  • Licensed person means an individual who is licensed or otherwise legally authorized to practice a professional service by a court, department, board, commission, or an agency of this state or another jurisdiction, any corporation or professional services corporation all of whose shareholders are licensed persons, any partnership all of whose partners are licensed persons, or any limited liability company all of whose members and managers are licensed persons.

  • Dependent Care Expenses means employment-related expenses incurred on behalf of a person who meets the requirements to be a "Qualifying Individual," as defined in the first bulleted item below. All of the following conditions must be met for such expenses to qualify as Dependent Care Expenses that are eligible for reimbursement: