Excluded Descartes Businesses definition

Excluded Descartes Businesses means all businesses and other activities conducted by Descartes and its Subsidiaries as of the date hereof other than the Ag Business, including for the avoidance of doubt, (a) those related to the Retained Descartes Pipeline, the Excluded Products and the Excluded Ag Assets, (b) those related to Seed Treatment, nematicides and fungicides, and (c) those related to marketed products that do not contain any Transferred Ag Active Ingredients. “Excluded Fermat Businesses” means all businesses and other activities conducted by Fermat and its Subsidiaries as of the date hereof other than the H&N Business. “Excluded H&N Taxes” means any (a) Taxes imposed on or with respect to the Transferred H&N Subsidiaries, the Acquired H&N Assets, the Assumed H&N Liabilities or the H&N Business for any Pre-Closing Period; (b) Taxes of any other Person (other than a Transferred H&N Subsidiary) for which a Transferred H&N Subsidiary is liable under Treasury Regulation Section 1.1502-6 (or under any similar provision of state, local or foreign Law) as a result of such Transferred H&N Subsidiary having been a member of an affiliated, consolidated, unitary or combined group prior to the Closing; (c) Taxes of any other Person (other than a Transferred H&N Subsidiary) for which a Transferred H&N Subsidiary is liable (A) pursuant to any contract entered into prior to the Closing (other than Liabilities for such Taxes arising after the Closing pursuant to ordinary course commercial agreements no principal purpose of which relates to Taxes) or (B) as a transferee or successor as a result of a transaction or event that occurred prior to the Closing; (d) Taxes arising out of any breach of any representation or warranty contained in Section 4.16(h), (i) or (k) (disregarding for these purposes any qualification or exception for, or reference to, materiality set forth therein); (e) Taxes arising out of or relating to any breach of any covenant or agreement of Fermat contained in this Agreement; (f) Taxes (other than Transfer Taxes or VAT) required to be withheld from any payment or deemed payment made by Descartes or any of its Subsidiaries to Fermat or any of its Subsidiaries pursuant to this Agreement (to the extent such Taxes are not actually withheld from any amount otherwise payable to Fermat or any of its Subsidiaries); (g) Transfer Taxes for which Fermat is responsible under Section 6.10 of this Agreement or VAT for which Fermat is responsible under Section 6.11 of this Agreement; (h...
Sample 1
Excluded Descartes Businesses means all businesses and other activities conducted by Descartes and its Subsidiaries as of the date hereof other than the Ag Business, including for the avoidance of doubt, (a) those related to the Retained Descartes Pipeline, the Excluded Products and the Excluded Ag Assets, (b) those related to Seed Treatment, nematicides and fungicides, and (c) those related to marketed products that do not contain any Transferred Ag Active Ingredients.
Sample 1

Examples of Excluded Descartes Businesses in a sentence

  • All purchase commitments under the Ag Shared Contracts shall be allocated under the New Ag Business Contracts or the Ag Partial Assignments and Releases as between the Ag Business, on the one hand, and the Excluded Descartes Businesses, on the other hand, in an equitable manner that is mutually and reasonably agreed to by Descartes and Fermat.

Related to Excluded Descartes Businesses

  • Excluded Businesses has the meaning set forth in Schedule 1.

  • Excluded Business has the meaning set forth in Section 6.10.

  • Cannabis business means any business activity involving cannabis, including but not limited to cultivating, transporting, distributing, manufacturing, compounding, converting, processing, preparing, storing, packaging, delivering, testing, dispensing, retailing and wholesaling of cannabis, of cannabis products or of ancillary products and accessories, whether or not carried on for gain or profit.

  • Restricted business operations means business operations in Sudan that include power production activities, mineral extraction activities, oil-related activities, or the production of military equipment, as those terms are defined in the Sudan Accountability and Divestment Act of 2007 (Pub. L. 110-174). Restricted business operations do not include business operations that the person (as that term is defined in Section 2 of the Sudan Accountability and Divestment Act of 2007) conducting the business can demonstrate—

  • Retained Businesses means all businesses now, previously or hereafter conducted by Sellers or any of their Affiliates, other than the Businesses, and “Retained Business” specifically includes the Specified Retained Businesses.

  • Company Business means the business of the Company as presently conducted.

  • Micro Business means a company which either:

  • Parent Business has the meaning set forth in the Separation and Distribution Agreement.

  • Transferred Business has the meaning ascribed to such term in the Separation Agreement.

  • Valid business purpose means one or more business purposes that alone or in combination

  • Related Business Assets means assets (other than cash or Cash Equivalents) used or useful in a Similar Business; provided that any assets received by the Issuer or a Restricted Subsidiary in exchange for assets transferred by the Issuer or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary.

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

  • Included Assets has the meaning in Section 5.1(d)(ii)(A).

  • Retained Business means any business now, previously or hereafter conducted by Seller or any of its Subsidiaries or Affiliates other than the Business.

  • Generation Business means the licensed business (if any) of the Licenseeand any affiliate or related undertaking of the Licensee in the generation of electricity or the provision of Ancillary Services;

  • Subject Business means the policy or policies that are the subject of the Insurance Business Transfer Plan.

  • the Business means the usual work and activities carried on by the Insured pertaining to his business as specified in the Schedule and no others.

  • Excluded Assets has the meaning set forth in Section 2.2.

  • Supply Business means the licensed business of the Licensee and anyaffiliate or related undertaking of the Licensee as a Supplier but shall not include the business carried out by the Board in its capacity as public electricity supplier;