Excluded Businesses. The STARS Digest does not include any information on taxpayers that is not provided by the State Comptroller to the City.
Excluded Businesses. Each of the Purchaser, Sellers and the Companies acknowledges and agrees that the transfer of the Business, including the transfer of the Business Assets, Business Employees and assumption of the Assumed Liabilities, in each of the Local Transfer Jurisdictions (the Business in any such jurisdiction, an “Excluded Business”) shall not be effectuated by this Agreement, but instead shall be effectuated subject to and in accordance with the Local Transfer Agreement applicable to such jurisdiction and the following:
Excluded Businesses. Nothing in this Agreement shall be construed to create an obligation on the part of NTS to sell, or on the part of STB to purchase or make any payment whatsoever in respect of, NTS' existing or contemplated business consisting of non-bank services including but not limited to check cashing, location/property leases, etc. (the "Excluded Business").
Excluded Businesses. Excluded Businesses" means the businesses of Rugby USA or any Rugby USA Subsidiary conducted at each of the locations listed below:
Excluded Businesses. “Excluded Businesses” shall mean the Coronary Intervention, Peripheral Intervention, Catheter Pump and Cardiac Surgery (including the Sxxxx Graft Connector and Vista) businesses of one or more Sellers.
Excluded Businesses. Prior to the Closing and as specifically set forth in the Asset Transfer Agreement, the following businesses shall be excluded from the Company (collectively, the "Excluded Businesses"):
Excluded Businesses. Subject to Section 10.5, the ownership by a Party (directly or indirectly through an Affiliate) of any ownership interest in any Excluded Business and the conduct by such Party or its Affiliate of such Excluded Business with any Person."
Excluded Businesses. (a) The Purchaser shall cooperate with the Sellers and their Affiliates in transferring and shall promptly transfer and assign any and all Excluded Businesses’ Assets (including any documents or records) to TCDI or its designee and shall assign any and all of the Learning Entities’ right to, and shall promptly transfer, or cause the Learning Entities to transfer, upon receipt, any payment, proceeds or other benefit in any form relating to the Excluded Businesses to TCDI or its designee. The Purchaser shall, and shall cause the Learning Entities to, provide prompt access to the Sellers and their Affiliates and their respective employees and other representatives to such Excluded Businesses’ Assets and pending such transfer and assignment shall hold such Excluded Businesses’ Assets for the benefit of the Sellers and their Affiliates.
Excluded Businesses. Any assets, properties and rights of the Imation Companies relating exclusively to or used exclusively in any business of the Imation Companies other than the Business, including, without limitation, all of the Imation Companies' right, title and interest in and to the video disk business of the Imation Companies;
Excluded Businesses. After the Closing Date, Purchaser shall have the option to, or to cause any of its Affiliates to, require Sellers and Sellers’ Affiliates to transfer to Purchaser or one of its Affiliates any of the generic development, manufacture and distribution businesses of Sellers and Sellers’ Affiliates for generic drugs and specialty products in the Excluded Jurisdictions (the “Excluded Businesses”). Purchaser may notify Seller of the exercise of such option with respect to any Excluded Businesses only within the first two years after the Closing Date. In consideration for the transfer of any Excluded Business, Purchaser’s only payment obligation in connection with such transfers shall be to pay to Sellers and Sellers’ Affiliates the actual costs incurred by Sellers and Sellers’ Affiliates in separating the Excluded Businesses of Sellers and Sellers’ Affiliates from any other businesses of Sellers and Sellers’ Affiliates (including transfer taxes and value added taxes and restructuring costs, including any required severence costs), provided that (i) such transfers shall be on a “debt free” and “cash free” basis and (ii) Purchaser or its Affiliates may only acquire Excluded Businesses if it also acquires all Excluded Businesses in the same region (which shall be categorized as Latin America, Eastern Europe and Asia). Sellers and Sellers’ Affiliates, on the one hand, and Purchaser, on the other hand, shall negotiate all applicable definitive documentation in good faith and in an orderly fashion after the Closing Date. Sellers and Sellers’ Affiliates shall use their reasonable best efforts to separate as soon as practicable but in an orderly fashion after the Closing Date the respective Excluded Businesses from any other businesses of Sellers and Sellers’ Affiliates. Sellers and Sellers’ Affiliates shall after the Closing Date undertake the actions under this Section 15.7 in a commercially reasonable manner that preserves the economic value of the transactions contemplated by Section 15.7. Sellers and Sellers’ Affiliates shall consult with Purchaser after the Closing Date regarding such actions and shall reasonably accommodate Purchaser’s requests with respect thereto. It is understood and agreed that none of the provisions in this Section 15.7 shall be required to be complied with to the extent they would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement.
