Excluded Business Clause Samples
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Excluded Business. Each of the Parties acknowledges and agrees that the business as presently conducted by Intersections does not presently include the products and services constituting Cooperative Opportunities identified on Exhibit D-1 (Extension Product Development), and that the same do not, nor shall they be construed to constitute, an agreed expansion of the business as presently conducted by Intersections. If, and only if, (i) Equifax agrees that it and Intersections shall pursue any such Cooperative Opportunity and (ii) the Parties execute any required exhibit or other written agreement indicating their mutual agreement regarding such Cooperative Opportunity, shall the business of Intersections include, or be deemed to include, any such Cooperative Opportunity.
Excluded Business. Any Assets and Properties of any of the (A) Excluded Business, (B) Terminated Suppliers, other than as provided for in SECTION 1.01(A)(II), (C) Terminated Business, or (D) Retained Intel Volume Business;
Excluded Business. Except as otherwise expressly assigned to the Buyer, all assets used primarily in the Excluded Businesses;
Excluded Business. We will not make the currency accounts available to businesses or support transactions which involve:
Excluded Business. For the avoidance of doubt, the Excluded Business is not being sold, transferred or transitioned to United or any of its Affiliates pursuant to this Agreement.
Excluded Business. Notwithstanding anything in this Agreement to the contrary, this Agreement shall not restrict Seller’s or any of its Affiliate’s ability to own and operate, or sell, the Excluded Business.
Excluded Business. Specifically excluded from the VAST Korea Business sold and purchased pursuant hereto are Seller’s services, contracts, intellectual property, and assets related to offices, branch offices of Seller and Seller’s Affiliates that are located outside of Korea or which business is not otherwise part of the VAST Korea Business (collectively, the “Excluded Business”).
Excluded Business. (a) The parties acknowledge that:
(i) the SPL Guarantor, the Group and each of Aspen, Sigma and Sandoz (“SPL Customers”) are party to arrangements under which the SPL Guarantor supplies products to the Group for onward sale to the SPL Customers and the Group collects Revenue on account of the SPL Guarantor; and
(ii) The conversion of the Excluded Working Capital balances at the Completion Date into cash is for the benefit of the SPL Guarantor.
(b) The Buyer and the Company will use reasonable endeavours to convert the Excluded Working Capital at the Completion Date into cash provided always that the Buyer has no credit or collection risk for such amounts and will remit cash to the SPL Guarantor in accordance with the below.
(c) All amounts remitted from the Buyer to the SPL Guarantor post the Completion Date for Excluded Working Capital will be net of tax, if any, imposed on the Buyer as a result of making such payments to the SPL Guarantor. Further, to the extent the ultimate settlement of the Excluded Working Capital is not sufficient to settle the trade creditors balance within Excluded Working Capital; such shortfall would be funded by the SPL Guarantor. Buyer will only make payments to the SPL Guarantor after the proceeds from the collection of the trade debtors balance within Excluded Working Capital is sufficient to settle the trade creditors balance within Excluded Working Capital in its entirety.
(d) In this clause: Aspen means Aspen Pharmaceutical Limited; Excluded Business means arrangements under which the SPL Guarantor, the Group and the SPL Customers under which the SPL Guarantor supplies products to the Group for onward sale to the SPL Customers and the Group collects Revenue on account of the SPL Guarantor; and
Excluded Business. The following shall be excluded in all respects from this Agreement:
Excluded Business. The Reinsurer shall not be liable under this Agreement for:
a) any liability arising out of any Policy or other evidence of insurance written or assumed on or after April 1, 2017, or any part of any Policy earned on or after April 1, 2017;
b) any liability of the Reinsured Group to pay taxes or assessments, whether such have been paid or were directly paid by the Company or through any member of the Reinsured Group or through a policyholder or other insured, regardless of whether such tax is denominated as income tax, excise tax, premium tax, surplus lines tax or any other tax assessment;
c) any Liability for Unallocated Loss Adjustment Expense (ULAE) paid on or after April 1, 2017 in excess of $206 million, being the carried ULAE as of April 1, 2017. This ULAE amount cannot be exceeded when determining the sum of the ULAE paid both below and above the Retention;
d) any amounts payable by reinsurers under Inuring Reinsurance, whether or not billed or collected;
e) any liability for Excess ECO Payments in excess of $30,000,000 in the aggregate.
f) any liability of the Reinsured Group for retrospective premium;
g) any liability of any divested Reinsured Group member immediately following the date of such divesture, except to the extent such liability is assumed by the Reinsured Group or a wholly-owned subsidiary of AmTrust Financial Services, Inc. acquired after the Effective Date; h) any liability of any company that became a subsidiary of AmTrust Financial Services, Inc. on or after April 1, 2017, or any liability assumed by the Reinsured Group on or after April 1, 2017 that was not a liability of the Reinsured Group as of March 31, 2017; and
i) any amounts paid by the Reinsured Group prior to April 1, 2017.