EXCEPTIONS AND QUALIFICATIONS Sample Clauses

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EXCEPTIONS AND QUALIFICATIONS. The exceptions and qualifications to the representations and warranties of the Company in this Article II which are based upon such exceptions and qualifications not being "material" or being "in all material respects," or not having a "Material Adverse Effect" will not, in the aggregate, have a Material Adverse Effect.
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EXCEPTIONS AND QUALIFICATIONS. The Vendor is not liable, and the Purchaser must not make a Claim against the Vendor, under the indemnity in clause 7.2: (a) (DISCLOSURES) if the Tax Liability is: (i) disclosed in a Disclosure, including where the Tax Liability is provided for in the Accounts; or (ii) known by (or ought reasonably to be known by) any Purchaser Entity from any source, including its due diligence investigations and knowledge of the industry sector in which the Business operates; (b) (COMPLIANCE WITH OBLIGATIONS) unless the Purchaser complies with its obligations under this clause 7 in all material respects; (c) (TIME LIMIT) unless the Purchaser notifies the Vendor in writing of the Claim within 5 years after Completion; (d) (CHANGE IN LAW) to the extent that the Claim arises from: (i) any amendment to any legislation or legislative provision; (ii) any ruling of any Taxation Authority; (iii) any change in the practice of any relevant Taxation Authority; or (iv) any variation in the rate of Tax charged, levied or imposed,
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EXCEPTIONS AND QUALIFICATIONS. The foregoing covenants furnished under this Section 7.7 shall not prohibit: (i) THR's or its successors activities in the North Texas Healthcare Network ("NTHN"); or (ii) in the event that THR engages in a subsequent transaction with Baylor, then any arrangement or activity of Baylor existing or under contract on the date of such transaction between THR and Baylor. In addition, the covenants of this Section 7.7 shall not restrict or limit THR or its Affiliates from entering into a contract with a payor (e.g. an insurer or HMO or ERISA plan) pursuant to which THR or its Affiliates undertakes to provide medical or hospital services to or on behalf of the individuals covered by such payor. In the event that no Affiliate of Buyer (including a Target Entity) is arranging or providing services under the Medicare+Choice Program or any successor program involving contracting with HCFA, then Seller or its Affiliates may obtain a certification to become a Provider Sponsored Organization (as defined in 42 C.F.R. Section 422.350) or like entity for the purposes of contracting directly or indirectly with HCFA. In the event that current or future legislation or regulation permits new types of health care business which fall within the Prohibited Businesses, then Buyer and Seller agree that, at Seller's or THR's request, the Parties will enter into good faith discussions to consider the appropriateness of further amending, modifying or qualifying the covenants of this Section 7.7 towards an effort to permit Seller or its Affiliates to engage in such new type of health care business.
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EXCEPTIONS AND QUALIFICATIONS. 62 Section 7.8 Nonsolicitation..................................................................63 Section 7.9 Obligations With Respect to Section 338(h)(10) Election..........................63 (a) Purchase Price Allocation........................................................63 (b) Obligations With Respect to Filing Forms.........................................63 (c) Eligibility Under Section 338(h)(10).............................................64 (d) Cooperation......................................................................64 (e) No Indemnification of Seller.....................................................64 (f) Responsibility for Taxes.........................................................65 Section 7.10 Audit of the Closing GAAP Balance Sheets.........................................65 Section 7.11 Closing Press Release............................................................65 Section 7.12 Employees........................................................................65 Section 7.13 Continue to Perform Settlement Agreement.........................................66 Section 7.14 Survival.........................................................................66
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EXCEPTIONS AND QUALIFICATIONS. (a) The Vendor is not liable, and the Purchaser must not make a Claim against the Vendor, for any breach of a Vendor's Warranty or under the indemnity in clause 6.2: (i) (DISCLOSURES) if anything to the contrary is: (A) disclosed in a Disclosure; (B) known by (or ought reasonably to be known by) any Purchaser Entity from any source, including its due diligence investigations and knowledge of the industry sector in which the Business operates; or (C) no later than 4pm (Sydney time) on the Business Day which is 3 Business Days prior to the date of execution of this agreement, revealed in any information made available to the public by any of the following Government Authorities in Australia or New Zealand: (I) the Australian Securities Commission and the New Zealand Companies Office; (II) the Australian Stock Exchange and the New Zealand Stock Exchange; (III) IP Australia and the Intellectual Property Office of New Zealand; (IV) the New South Wales Land Titles Office and the New Zealand Land Titles Office; and (V) local councils in Australia and regional and district councils in New Zealand with authority over any Property; (ii) (TIME LIMIT) unless the Purchaser notifies the Vendor in writing of the Claim, giving all particulars of the Claim which are then known to the Purchaser, within 3 months after becoming aware of facts giving rise to the Claim and in any event by 31 December 2001; (iii) (MINIMUM AMOUNT) unless that Claim is for an amount assessed by the Purchaser in good faith to be at least $250,000; (iv) (AGGREGATE MINIMUM AMOUNT) unless the aggregate of all Claims for breach of Vendor's Warranties and under the indemnities in clauses 7.2 and 8.2 is for an amount assessed by the Purchaser in good faith to be at
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Related to EXCEPTIONS AND QUALIFICATIONS

  • Organization and Qualifications Customer and each of its Subsidiaries (i) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, (ii) has the power and authority to own its properties and assets and to transact the businesses in which it presently is engaged and (iii) is duly qualified and is authorized to do business and is in good standing in each jurisdiction where it presently is engaged in business and is required to be so qualified.

  • Number and Qualifications The number of Managers of the Company shall not be less than three nor more than five, as may be determined by the Member from time to time, but no decrease in the number of Managers shall have the effect of shortening the term of any incumbent Manager.

  • Formation and Qualification (a) Each Borrower is duly incorporated and in good standing under the laws of the state listed on Schedule 5.2(a) and is qualified to do business and is in good standing in the states listed on Schedule 5.2(a) which constitute all states in which qualification and good standing are necessary for such Borrower to conduct its business and own its property and where the failure to so qualify could reasonably be expected to have a Material Adverse Effect on such Borrower. Each Borrower has delivered to Agent true and complete copies of its certificate of incorporation and by-laws and will promptly notify Agent of any amendment or changes thereto. (b) The only Subsidiaries of each Borrower are listed on Schedule 5.2(b).

  • Organization and Qualification The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the Company nor any Subsidiary is in violation nor default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in: (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document, (ii) a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document (any of (i), (ii) or (iii), a “Material Adverse Effect”) and no Proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.

  • Due Organization and Qualification Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of its state of incorporation and qualified and licensed to do business in, and is in good standing in, any state in which the conduct of its business or its ownership of property requires that it be so qualified.