Excluded Shared Contracts definition

Excluded Shared Contracts shall have the meaning set forth in Section 5.16(c).
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Excluded Shared Contracts means the:
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Excluded Shared Contracts means (a) Sphinx Benefit Plans; (b) insurance policies; and (d) real property leases and subleases (other than Business Leases).
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More Definitions of Excluded Shared Contracts

Excluded Shared Contracts means the Shared Contracts listed on Schedule 1.1(a)(ii) of the Disclosure Letter or that are Seller Benefit Plans, insurance policies, real property leases and subleases (other than Real Property Leases).
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Excluded Shared Contracts means the Shared Contracts that are Retained Contracts, Patent Cross-License Agreements (for the avoidance of doubt, other than those set forth on Schedule A-(ii) of the Disclosure Letter), offer letters, invention assignment agreements and confidentiality agreements with Business Employees, Seller Benefit Plans, insurance policies and real property leases and subleases (other than Real Property Leases and Subleases).
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Excluded Shared Contracts means (a) the Shared Contracts that are Patent Cross-License Agreements, (b) offer letters, invention assignment agreements and confidentiality agreements with Business Employees entered into prior to the Closing, (c) the Seller Benefit Plans, (d) insurance policies,(e) real property leases and subleases, including the Business Leases, and (f) all other Shared Contracts for Shared Services. “Executive Level Employee” means a Business Employee with a title of Director or above.
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Excluded Shared Contracts shall have the meaning set forth in Section 5.25(c).
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Excluded Shared Contracts has the meaning set forth in SECTION 7.2(C).
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Related to Excluded Shared Contracts

  • Shared Contracts means contracts pursuant to which a non-affiliated third party provides material services, Intellectual Property, Software or benefits to Seller or one or more of its Affiliates (including the Acquired Companies) in respect of both the Business and any other business of Seller and its Affiliates (other than the Acquired Companies).

  • Transferred Contracts has the meaning ascribed to it in Section 2.1(c).

  • Shared Contract shall have the meaning set forth in Section 2.8(a).

  • Acquired Contracts has the meaning given in Section 2.1(a).

  • Retained Contracts means all contracts, agreements, leases, software licenses, rights, obligations or other commitments of the Company that (a) arise out of or are related exclusively to any business or operation of the Company other than the Business, or (b) arise out of or are related in any way to the Business and which, in the case of both clauses (a) and (b) herein, are not Transferred Contracts.

  • Assigned Contracts has the meaning set forth in Section 2.01(c).

  • Excluded Contracts has the meaning set forth in Section 2.02(a).

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

  • Excluded Asset means any asset of any Grantor excluded from the security interest hereunder by virtue of Section 2.2 hereof but only to the extent, and for so long as, so excluded thereunder.

  • Assumed Contracts has the meaning set forth in Section 2.1(d).

  • Excluded Obligations has the meaning set forth in Section 2.5.

  • Excluded Agreements means (i) the Warrant Agreement; and (ii) any stock purchase agreement, options, or other warrants to acquire, or agreements governing the rights of, any capital stock or other equity security, or any common stock, preferred stock, or equity security issued to or purchased by Us or Our nominee or assignee.

  • Excluded Liabilities has the meaning set forth in Section 2.4.

  • Excluded Contract means, at any date, any rights or interest of the Borrower or any Guarantor under any agreement, contract, license, instrument, document or other general intangible (referred to solely for purposes of this definition as a “Contract”) to the extent that such Contract by the terms of a restriction in favor of a Person who is not the Borrower or any Guarantor, or any requirement of law, prohibits, or requires any consent or establishes any other condition for or would terminate because of an assignment thereof or a grant of a security interest therein by the Borrower or a Guarantor; provided that (i) rights under any such Contract otherwise constituting an Excluded Contract by virtue of this definition shall be included in the Collateral to the extent permitted thereby or by Section 9-406 or Section 9-408 of the Uniform Commercial Code and (ii) all proceeds paid or payable to any of the Borrower or any Guarantor from any sale, transfer or assignment of such Contract and all rights to receive such proceeds shall be included in the Collateral.

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

  • Third Party Contracts means any agreements entered into by the Retailer and/or the Customer with any third parties, such as the Transmission Licensee and the MSSL, to enable the Retailer to retail electricity to Contestable Consumers. For the purposes of this Electricity Agreement, Third Party Contracts shall include, but is not limited to, the Retailer Use of Systems Agreement, the Market Support Services Agreement, and the Power System Operator•Market Participant Agreement (as defined under the Market Rules);

  • Assigned Contract has the meaning set forth in Section 1.5(a).

  • Company IP Contract means any Contract to which the Company is a party or by which the Company is bound, that contains any assignment or license of, or covenant not to assert or enforce, any Intellectual Property Right or that otherwise relates to any Company IP or any Intellectual Property developed by, with, or for the Company.

  • Excluded Liability means any liability that is excluded under the Bail-In Legislation from the scope of any Bail-In Action including, without limitation, any liability excluded pursuant to Article 44 of the Bank Recovery and Resolution Directive.

  • Excluded IP has the meaning assigned to such term in the U.S. Security Agreement.

  • Contractor-acquired property means property acquired, fabricated, or otherwise provided by the Contractor for performing a contract, and to which the Government has title.

  • After-Acquired Intellectual Property has the meaning assigned to such term in Section 4.02(d).

  • IP Contracts means all Contracts pursuant to which a party hereto or any of its Affiliates grants or obtains any rights to use Intellectual Property (other than Contracts in which such Intellectual Property is incidental to such Contracts).

  • Covered contract means a DoD prime contract for an amount exceeding the simplified acquisition threshold, except for a fixed-price contract without cost incentives. The term also includes a subcontract for an amount exceeding the simplified acquisition threshold, except for a fixed-price subcontract without cost incentives under such a prime contract.

  • Excluded Real Property means (a) any fee-owned real property with a purchase price (in the case of real property acquired after the Effective Date) or Fair Market Value (in the case of real property owned as of the Effective Date, with Fair Market Value determined as of the Effective Date) of less than $3,500,000 individually, (b) any real property that is subject to a Lien permitted by Sections 6.02(iv), (xix), (xxii), (xxiii), (xxviii) or (xxxi), (c) any real property with respect to which, in the reasonable judgment of the Term Administrative Agent (confirmed by notice to the Borrower) the cost (including as a result of adverse tax consequences) of providing a Mortgage shall be excessive in view of the benefits to be obtained by the Lenders, (d) any real property to the extent providing a mortgage on such real property would (i) be prohibited or limited by any applicable law, rule or regulation (but only so long as such prohibition or limitation is in effect), (ii) violate a contractual obligation to the owners of such real property (other than any such owners that are the Borrower or Affiliates of the Borrower) that is binding on or relating to such real property (other than customary non-assignment provisions which are ineffective under the Uniform Commercial Code) but only to the extent such contractual obligation was not incurred in anticipation of this provision or (iii) give any other party (other than the Borrower or a wholly-owned Restricted Subsidiary of the Borrower) to any contract, agreement, instrument or indenture governing such real property the right to terminate its obligations thereunder (other than customary non-assignment provisions which are ineffective under the Uniform Commercial Code or other applicable law) and (e) any Leasehold.

  • Excluded Transactions means: