Excluded Item definition

Excluded Item shall have the meaning set forth in Section 9.1.2.

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Excluded Item has the meaning ascribed to that term in Section 11.1.2.

Excluded Item has the meaning set forth in Section 5.1(b).

Examples of Excluded Item in a sentence

If any payment is received by an applicable Acquired Company, or any other value is received by an applicable Acquired Company as a result of its ownership of a Non-Transferred Excluded Item following the applicable Closing Date, then Purchaser will cause the applicable Acquired Company to pay over such payment or an equivalent amount equal to such value received to Seller or a non-Acquired Company Affiliate of Seller.
Seller shall retain all benefits and liabilities with respect to the Excluded Items, and Seller shall, prior to the Closing Date, use Commercially Reasonable Efforts to cause the Acquired Companies to distribute, transfer or assign each Excluded Item to Seller or a Non-Acquired Company Affiliate.
Following the Term and any Exclusive Period, each Party shall additionally be entitled to use an Excluded Item received from the Other Party to the extent that a Third Party would have the right to use such Excluded Item without the benefit of any license, consent or permission directly or indirectly from such Other Party.
Seller shall retain all benefits and liabilities with respect to the Excluded Items, and Seller shall, prior to the Closing Date, use Commercially Reasonable Efforts to cause the applicable Acquired Companies to distribute, transfer or assign, in each case effective as of or prior to the Closing, each Excluded Item to Seller or a non-Acquired Company Affiliate of Seller.
Buyer shall also permit Seller to settle or compromise on behalf of any Project Company any Non-Transferred Excluded Item in Seller’s sole discretion, and shall promptly pay Seller any proceeds or recoveries received in connection with any Non-Transferred Excluded Item.

More Definitions of Excluded Item

Excluded Item means hazardous or infectious waste, materials or substances, (but shall not include common household products typically found in residential households that may contain such waste, materials or substances), medical wastes, and radioactive wastes, each as defined by applicable federal, state or local laws or regulations; excluded items shall also include whole waste tires, lead acid batteries, and hot ashes.

Excluded Item means (i) any liability of the Company Entities or any of their Subsidiaries resulting from any action taken on the Closing Date by or on behalf of the Purchaser or any of its Affiliates, (ii) any liability that is otherwise allocated to, or the obligation of, the Purchaser or any of its Affiliates pursuant to the terms of this Agreement, (iii) any liability of the Company Entities or any of their Subsidiaries that is included in the Final Statement as a Current Liability in determining the Closing Date Net Working Capital Amount, or (iv) any intercompany liability.

Excluded Item has the meaning set forth in Section 5.10(b) hereof.

Excluded Item will be as defined in Section 1.19.

Excluded Item means (a) any Liability of any Acquired Company resulting from any action taken on the Closing Date on or after the Closing by or on behalf of Purchaser or any of its Affiliates (for the avoidance of doubt, other than, prior to or at the Closing, the Acquired Companies), including in connection with any equity or debt financing sourced by Purchaser or any of its Affiliates (for the avoidance of doubt, prior to or at the Closing, other than the Acquired Companies), or (b) any Liability that is otherwise the express obligation of Purchaser or any of its Affiliates (for the avoidance of doubt, other than, prior to or at Closing, the Acquired Companies) pursuant to the terms of this Agreement or any Transaction Agreement.

Excluded Item has the meaning set forth in Section 5.10(b) hereof. "Excluded Items/Rolling Stock Threshold" has the meaning set forth in Section 5.10(b) hereof.