Excluded Party. Other than any Disposition pursuant to Section 7.03 or Section 7.04, no Disposition of a Class B Unit (including Dispositions to Affiliates of a Class B Member) shall be made to an Excluded Party.

Excluded Party. “Excluded Party” shall mean any Person from which the Company received during the Go-Shop Period a written Acquisition Proposal that: (a) remains pending as of, and shall not have been withdrawn prior to, the expiration of the Go-Shop Period; and (b) the Company Board, acting upon the recommendation of the Special Committee, reasonably determines in good faith during the 48-hour period commencing upon the expiration of the Go-Shop Period, after having taken into account the advice of an independent financial advisor of nationally recognized reputation and the advice of the Company’s outside legal counsel, constitutes or is reasonably likely to result in a Superior Offer; provided, however, that a Person that is an Excluded Party shall cease to be an Excluded Party upon the earliest of: (i) 11:59 p.m. on the date 25 days after the expiration of the Go-Shop Period; (ii) the withdrawal, termination or expiration of such Acquisition Proposal; or (iii) the time as of which such Acquisition Proposal no longer constitutes, or is not reasonably likely to result in, a Superior Offer; or (iv) in the case of a financial buyer, any change of greater than 20% of the actual or proposed equity ownership of such Excluded Party.

Excluded Party. There shall be no adjustment of the Exercise Price for issuances at exercise prices between $0.0012 and $0.0036 for warrants issued to Noble Capital Markets LLC in 2019 for performance of services.

Excluded Party. Each Party represents and warrants to the other that neither it nor any of its affiliates or their respective current officers, directors or employees: (i) are currently excluded, debarred, suspended or otherwise ineligible to participate in a federal or state healthcare program, (ii) have been excluded, debarred, suspended or otherwise declared ineligible to participate during the last five (5) years in a federal or state healthcare program, or (iii) have been convicted of a criminal offense related to the delivery or provision of healthcare items or services during the last five (5) years. Each Party will take prompt action to correct any known non-compliance with any exclusion law or regulation and will notify the other if it becomes aware of any such exclusion.

Excluded Party. 7. The Buyer unconditionally agrees and acknowledges and irrevocably represents, warrants and undertakes or acknowledge to, PrimaryMarkets and in each case for the benefit of PrimaryMarkets that:

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Excluded Property Notwithstanding anything to the contrary in Section 2.1, the property, assets, rights and interests set forth in this Section 2.2 (the “Excluded Property”) are excluded from the Property:
Excluded Obligations Notwithstanding anything to the contrary expressed or implied in the Finance Documents, the Security Agent shall not:
Excluded Items The following items are excluded from this sale:
Excluded Information For purposes of this Agreement, the term “confidential and proprietary information” shall not include (i) information already known or independently developed by the recipient without the use of any confidential and proprietary information, or (ii) information known to the public through no wrongful act of the recipient.
Excluded Acts To indemnify Indemnitee for any acts or omissions or transactions from which a director may not be relieved of liability under applicable law;
Excluded Transactions The Company shall not be obligated to effect any registration of Registrable Securities under this Section 2.1 incidental to the registration of any of its Securities in connection with:
Domestic Subsidiary Any Subsidiary of the Borrower that is organized under the laws of any political subdivision of the United States.
Permitted Actions Notwithstanding Section 3.1(a), a Second Lien Creditor may (a) file a proof of claim or statement of interest, vote on a plan of reorganization (including a vote to accept or reject a plan of partial or complete liquidation, reorganization, arrangement, composition, or extension), and make other filings, arguments, and motions, with respect to the Second Lien Obligations and the Collateral in any Insolvency Proceeding commenced by or against any Obligor; (b) take action to create, perfect, preserve, or protect (but not enforce) its Lien on the Collateral, so long as such actions are not adverse to the priority status in accordance with this Agreement of Liens on the Collateral securing the First Lien Obligations or the First Lien Creditors’ rights to exercise remedies or otherwise not in accordance with this Agreement; (c) file necessary pleadings in opposition to a claim objecting to or otherwise seeking the disallowance of a Second Lien Obligation or a Lien securing the Second Lien Obligation; (d) join (but not exercise any control over) a judicial foreclosure or Lien enforcement proceeding with respect to the Collateral initiated by the First Lien Agent, to the extent that such action could not reasonably be expected to interfere materially with the Enforcement Action, but no Second Lien Creditor may receive any Proceeds thereof unless expressly permitted herein; (e) bid for or purchase Collateral at any public, private, or judicial foreclosure upon such Collateral initiated by any First Lien Creditor, or any sale of Collateral during an Insolvency Proceeding; provided that such bid may not include a “credit bid” in respect of any Second Lien Obligations unless the net cash Proceeds of such bid are otherwise sufficient to cause the Discharge of First Lien Obligations and are applied to cause the Discharge of the First Lien Obligations, in each case, at the closing of such bid; (f) accelerate any Second Lien Obligations in accordance with the provisions of the Second Lien Documents; and (g) seek adequate protection during an Insolvency Proceeding to the extent expressly permitted by Section 6, in the case of each of clauses (a) through (g) in a manner not inconsistent with the other terms of this Agreement. Except as expressly provided for herein, (1) no provision hereof shall be construed to prohibit the payment by a Borrower of regularly scheduled principal, interest and other amounts owed in respect of the Second Lien Obligations so long as the receipt thereof is not the direct or indirect result of any Enforcement Action, and (2) unless and until the Discharge of the First Lien Obligations shall have occurred, the sole right of the Second Lien Creditors with respect to the Collateral is to hold a lien on the Collateral pursuant to the Second Lien Collateral Documents for the period and to the extent granted therein and to receive a share of the Proceeds thereof, if any, after the Discharge of the First Lien Obligations shall have occurred.
Excluded Liabilities Notwithstanding the provisions of Section 2.03 or any other provision in this Agreement to the contrary, Buyer shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Seller shall, and shall cause each of its Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following:
Excluded Inventions The provisions of Section 2.1 shall not apply to Inventions which fulfill all of the following criteria:

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