Excluded Agreements. The provisions of Section 4.8(a) regarding the Assuming Institution’s election to assume or not assume certain agreements shall not apply to (i) agreements pursuant to which the Failed Bank provides mortgage servicing for others or mortgage servicing is provided to the Failed Bank by others, (ii) agreements maintained between the Failed Bank and MERSCORP, Inc., or its wholly owned subsidiary, Mortgage Electronic Registration Systems, Inc., (iii) agreements that are subject to Sections 4.1 through 4.7 and any insurance policy or bond referred to in Section 3.5(a) or other agreement specified in Section 3.5 and (iv) consulting, management or employment agreements, if any, between the Failed Bank and its employees or other Persons. Except as otherwise expressly set forth elsewhere in this Agreement, the Assuming Institution does not assume any liabilities or acquire any rights under any of the agreements described in this Section 4.8(b).
Excluded Agreements. The provisions of Section 4.8(a) regarding the Assuming Institution’s election to assume or not assume certain agreements shall not apply to (i) agreements pursuant to which the Failed Bank provides mortgage servicing for others or mortgage servicing is provided to the Failed Bank by others, (ii) agreements that are subject to Sections 4.1 through 4.7 and any insurance policy or bond referred to in Section 3.5(a) or other agreement specified in Section 3.5 and (iii) consulting, management or employment agreements, if any, between the Failed Bank and its employees or other Persons. Except as otherwise expressly set forth elsewhere in this Agreement, the Assuming Institution does not assume any liabilities or acquire any rights under any of the agreements described in this Section 4.8(b).
Excluded Agreements. The provisions of Section 4.8(a) regarding the Assuming Institution's election not to assume certain agreements do not apply to:
Excluded Agreements. Notwithstanding anything in this Agreement to the contrary, nothing herein shall constitute a grant of a sublicense to CliniChem of any Proprietary Rights licensed to BioChem or any BioChem Affiliate under the Excluded Agreements unless and until BioChem or the appropriate BioChem Affiliate obtains the consent of the applicable third party licensor. BioChem or the appropriate BioChem Affiliate shall use commercially reasonable efforts to obtain any consents necessary (1) to grant a sublicense to CliniChem (on commercial terms reasonably acceptable to BioChem) to any adjuvant licensed pursuant to the Pharmadigm Agreement and incorporated in a CliniChem Product, (2) to grant a sublicense to CliniChem (on commercial terms reasonably acceptable to BioChem) to any biovector licensed pursuant to the Biovector Agreement and incorporated in a CliniChem Product, and (3) to grant a sublicense to CliniChem (on commercial terms reasonably acceptable to BioChem) under the UGARF/Yale Agreement in connection with the BCH-4556 CliniChem Product, provided, in each case, that (i) the relevant CliniChem Product has received regulatory approval for commercial marketing in at least one
Excluded Agreements. This Section 4 shall not apply to any alleged breach by Purchaser or Seller of the Transition Services Agreement or the Sublease Agreement. In the event of any such alleged breach, the non-breaching party shall retain all available remedies under contract or other applicable law, but excluding this Section 4.
Excluded Agreements. AI acknowledges that none of Vysis' distributor agreements outside of the United States are being transferred, by assignment or otherwise, to AI hereunder.
Excluded Agreements. The provisions of Section 4.8(a) do not apply to:
Excluded Agreements. The provisions of Section 4.8(a) regarding the Assuming Institution’s election to assume or not assume certain agreements shall not apply to (i) agreements pursuant to which the Failed Bank provides loan servicing for others or loan servicing is provided to the Failed Bank by others, (ii) agreements maintained between the Failed Bank and MERSCORP, Inc., or its wholly owned subsidiary, Mortgage Electronic Registration Systems, Inc., (iii) agreements that are subject to Sections 4.1 through 4.7 and any insurance policy or bond referred to in Section 3.5(a) or other agreement specified in Section 3.5 and (iv) consulting, management or employment agreements, if any, between the Failed Bank and its employees or other Persons. Except as otherwise expressly set forth elsewhere in this Agreement, the Assuming Institution does not assume any liabilities or acquire any rights under any of the agreements described in this Section 4.8(b). Whole Bank w/ Optional Shared Loss Agreements Version 4.2.2 – PURCHASE AND ASSUMPTION AGREEMENT June 1, 2012 25 Security Exchange Bank Marietta, Georgia
Excluded Agreements. The provisions of Section 4.8(a) regarding the Assuming Institution’s election to assume or not assume certain agreements shall not apply to (i) agreements pursuant to which the Failed Bank provides mortgage servicing for others or Module 1 – Whole Bank w/ Optional Shared Loss Agreements First Georgia Banking Company Version 3.1.1 – PURCHASE AND ASSUMPTION AGREEMENT Franklin, Georgia April 27, 2011 mortgage servicing is provided to the Failed Bank by others, (ii) agreements maintained between the Failed Bank and MERSCORP, Inc., or its wholly owned subsidiary, Mortgage Electronic Registration Systems, Inc., (iii) agreements that are subject to Sections 4.1 through 4.7 and any insurance policy or bond referred to in Section 3.5(a) or other agreement specified in Section 3.5 and (iv) consulting, management or employment agreements, if any, between the Failed Bank and its employees or other Persons. Except as otherwise expressly set forth elsewhere in this Agreement, the Assuming Institution does not assume any liabilities or acquire any rights under any of the agreements described in this Section 4.8(b).
Excluded Agreements. BUYER hereby acknowledges that SELLER and its Affiliates are not assigning, and BUYER shall not assume (i) any agreements (including without limitation the Purchasing Entity Agreements set forth in Exhibit 2.16) as to which third party consent to transfer the rights and obligations thereof to BUYER is contractually required and unable to be obtained and (ii) any agreement to the extent such agreement relates to business activities of SELLER and/or its Affiliate’s other than the Business. SELLER is not aware of any agreements material to the Business that will not be assignable to BUYER at Closing. From and after execution hereof, and prior to Closing, SELLER and BUYER shall exert reasonable efforts to cooperate with respect to termination, assignment and/or transfer/transition of responsibility under the Purchasing Entity Agreements, including such transfer/transition activities as may reasonably be required to extend beyond the Closing; provided however that in cases where consent to transfer the rights and obligations thereof to BUYER is unable to be obtained, SELLER shall terminate such agreement at the earliest reasonable date subject to the terms and conditions thereof governing termination. BUYER shall have the right exercisable in its sole discretion, but not the obligation, to assume, and SELLER (or its Affiliates) shall assign, all of the rights and obligations of any Purchasing Entity Agreement for which consent for assignment and assumption has been obtained from the pertinent purchasing entity. BUYER and SELLER shall exert reasonable best efforts to establish transitional procedures enabling SELLER to satisfy its obligations under the Purchasing Entity Agreements until the noticed date of termination thereof, or until assignment thereof to BUYER, whichever is applicable.
