Exclusions. “Confidential Information” will exclude information that the Receiving Party can demonstrate is: # now or hereafter, through no unauthorized act or failure to act on Receiving Party’s part, generally available to the public, # known to the Receiving Party from a source other than the Disclosing Party (including former employees of the Disclosing Party) without an obligation of confidentiality at the time Receiving Party receives the same from the Disclosing Party, as evidenced by written records, # hereafter furnished to the Receiving Party by a third party as a matter of right and without restriction on disclosure, # furnished to others by the Disclosing Party without restriction on disclosure, or # independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information.

Exclusions. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnification payment in connection with any claim involving Indemnitee:

Exclusions. Notwithstanding anything else in this Section 15 or in this Agreement to the contrary:

Exclusions. If Employee resides in any of the States listed below at the time of Employee’s execution of this Agreement, the following exceptions and acknowledgments shall apply:

Exclusions. Section 5.1 shall not apply to the following information: # information now and hereafter voluntarily disseminated by the Company to the public or which otherwise becomes part of the public domain through lawful means; # information already known to Employee as documented by written records which predate the Effective Date; # information subsequently and rightfully received from third parties and not subject to any obligation of confidentiality; and # information independently developed by Employee after termination of his services.

Exclusions. The provisions of Section 2 shall not apply to: # transfers of Shares as a bona fide gift; # transfers of Shares to any trust, partnership, limited liability company or other entity for the direct or indirect benefit of the Holder or the immediate family of the Holder; # transfers of Shares to any beneficiary of the Holder pursuant to a will, trust instrument or other testamentary document or applicable laws of descent; # transfers of Shares to the Company by way of repurchase or redemption; # transfers of Shares to any Affiliate (as defined in the Merger Agreement) of the Holder; or # transfers of Shares by the Holder pursuant to an underwritten secondary offering provided that, in the case of any transfer or distribution pursuant to [clause (i), (ii), (iii), or (v) or (vi) above], each donee, distributee or transferee shall sign and deliver to the Company, prior to such transfer, a lock-up agreement substantially in the form of this Agreement. For purposes of this Agreement, “immediate family” shall mean any relationship by blood, marriage, domestic partnership or adoption, not more remote than first cousin. The Lock Up Period of the Original Holder will be transferred to any transfer permitted under Section 3.

Exclusions. The provisions of this Section 8.14 shall not apply to assets as to which the Administrative Agent and the Borrower shall reasonably determine that the costs and burdens of obtaining a security interest therein or perfection thereof outweigh the value of the security afforded thereby.

Exclusions. Notwithstanding the foregoing, the term Confidential Information shall not include:

Exclusions from Indemnification. The right to indemnification in [Section 7(a)] does not include any liability or expense relating to a matter in which the CEO is finally adjudged to have breached or failed to perform a duty that CEO owes to the USPB Entities and the breach or failure to perform constitutes any of the following: # a willful failure to deal fairly with the USPB Entities, or USPB or its members in connection with a matter in which the CEO has a material conflict of interest; # a violation of the criminal law, unless the CEO had reasonable cause to believe that CEO's conduct was lawful or no reasonable cause to believe that CEO's conduct was unlawful; # a transaction from which the CEO derived an improper personal profit; or # willful misconduct. Determination of whether the CEO is entitled to the indemnification provided for above shall be made as provided in the Delaware Limited Liability Company Act.

The foregoing exclusions set forth in this Section shall be applied on a uniform and consistent basis for all purposes for which the Code §414(q) definition is applicable. Furthermore, in applying such exclusions, the Employer may substitute any lesser servi ce, hours or age.