Excluded amount Sample Clauses

Excluded amount. For purposes of this Agreement, the Excluded Amount shall mean the aggregate value (without duplication) of all cash and non-cash compensation paid or payable to or on behalf of Executive by Magellan, Green Spring or any of their respective affiliates during or in respect of Executive's services as an employee of Magellan or any subsidiary thereof, including Green Spring, during the Contract Bonus Period, whether payable pursuant to the Employment Agreement, the Letter Agreement or otherwise (the "Excluded Amount"), except that the Excluded Amount shall not include (a) Executive's current base salary of Two Hundred Eighty-Five Thousand Dollars ($285,000) per annum to the extent paid or payable in respect of Executive's services as an employee of Magellan or any subsidiary thereof, including Green Spring, during the Contract Bonus Period and (b) amounts payable to Executive for service prior to the Contract Bonus Period, including amounts payable pursuant to the Green Spring Long Term Compensation Plan relating to the termination of such plan in connection with the equity investment by Magellan in Green Spring in December 1995. Without limiting the generality of the foregoing, the Excluded Amount shall include (i) all cash compensation such as increases in current base salary, cash bonus, car allowance and reimbursement, deferred cash compensation, 401k match, incentive bonus match, cash accumulation account contribution and other cash incentive compensation and (ii) the value of all non-cash compensation such as incentive stock options, restricted stock, stock appreciation rights, cash value buildup of insurance policies and other non-cash compensation. For purposes of calculating the Excluded Amount as of the Second Accrual Date, the Excluded Amount shall also include any portion of the Contract Bonus payable following the First Accrual Date. With respect to the options to purchase One Hundred Thousand (100,000) shares of Magellan common stock currently held by Executive and any future stock options granted to Executive during the Contract Bonus Period, the value of such options for purposes of the Excluded Amount shall be calculated as follows: (A) the value of options that have not been exercised as of such Accrual Date ("Unexercised Options") shall be equal to the aggregate number of Unexercised Options multiplied by the arithmetic average of the closing prices of the common stock for which such options are exercisable (on the American Stock Exchange o...
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Excluded amount. For the purposes of subparagraph b of the first paragraph, an excluded amount in relation to a registered education savings plan is
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Related to Excluded amount

  • Excluded Amounts With the prior written consent of the Administrative Agent, the Collateral Manager may direct the Collateral Agent and the Securities Intermediary to withdraw from the Collection Account and pay to the Person entitled thereto any amounts credited thereto constituting Excluded Amounts if the Collateral Manager has, prior to such withdrawal and consent, delivered to the Administrative Agent, the Collateral Agent, the Borrower and each Lender a report setting forth the calculation of such Excluded Amounts in form and substance reasonably satisfactory to the Administrative Agent and each Lender.

  • Excluded Obligations Notwithstanding anything to the contrary expressed or implied in the Debt Documents, the Security Agent shall not: (a) be bound to enquire as to (i) whether or not any Default has occurred or (ii) the performance, default or any breach by a Debtor or a Security Grantor of its obligations under any of the Debt Documents; (b) be bound to account to any other Party for any sum or the profit element of any sum received by it for its own account; (c) be bound to disclose to any other person (including but not limited to any Secured Party) (i) any confidential information or (ii) any other information if disclosure would, or might in its reasonable opinion, constitute a breach of any law or be a breach of fiduciary duty; and (d) have or be deemed to have any relationship of trust or agency with, any Debtor.

  • Excluded Expenditures The Recipient undertakes that the proceeds of the Financing shall not be used to finance Excluded Expenditures. If the Association determines at any time that an amount of the Financing was used to make a payment for an Excluded Expenditure, the Recipient shall, promptly upon notice from the Association, refund an amount equal to the amount of such payment to the Association. Amounts refunded to the Association upon such request shall be cancelled.

  • Excluded Assets Buyer expressly understands and agrees that the following assets and properties of Seller and the Retained Subsidiaries (the “Excluded Assets”) shall be excluded from the Purchased Assets: (a) all of Seller’s and the Retained Subsidiaries’ cash and cash equivalents on hand and in banks (except for such amounts, if any, as the parties may agree will be retained by the Purchased Subsidiaries and not constitute Purchased Subsidiary Pre-Closing Cash (the “Transferred Cash”)); (b) insurance policies relating to the Business and all claims, credits, causes of action or rights thereunder (except for Buyer’s rights under Section 5.05); (c) all Intellectual Property Rights (other than the Business Intellectual Property Rights), including the marks and names set forth in Section 2.03 of the Disclosure Schedule (the “Seller Trademarks and Tradenames”), and including all royalties and/or other license payments under any Portfolio Cross-License; (d) all books, records, files and papers, whether in hard copy or computer format, prepared in connection with this Agreement or the transactions contemplated hereby (other than confidentiality agreements with any Person relating to the Business, copies of which will be made available to Buyer at the Closing (it being understood that the portion of such copies not relating to the Business may be redacted)) and all minute books and corporate records of Seller and the Retained Subsidiaries; (e) the property and assets described in Section 2.03 of the Disclosure Schedule; (f) all rights of Seller or any of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated thereby; (g) all Purchased Assets sold or otherwise disposed of in the ordinary course of business during the period from the date hereof until the Closing Date in compliance with the terms hereof; and (h) all of Seller’s and the Retained Subsidiaries’ claims for and rights to receive Tax refunds relating to the Business arising on or prior to the Closing Date.

  • Excluded Costs The following items are considered general overhead items and shall not be billed to the District: 2.1.6.1 Salaries and other compensation of Developer’s personnel stationed at Developer’s principal office or offices other than the Project Field Office, except as specifically provided in Subparagraphs 2.1.3.2. and 2.1.3.4. 2.1.6.2 Expenses of Developer’s principal office and offices other than the Project Field Office. 2.1.6.3 Overhead and general expenses, except as may be expressly included in this Section 2. 2.1.6.4 Developer’s capital expenses, including interest on Developer’s capital employed for the Work. 2.1.6.5 Costs that would cause the Guaranteed Maximum Price (as adjusted by Change Order) to be exceeded.