EXCEPTIONS AND QUALIFICATIONS Sample Clauses

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:
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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. 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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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.

  • 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.

  • Corporate Organization and Qualification Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer has the requisite corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted.

  • Existence and Qualification The Contracting Party is an Oklahoma municipality, validly existing and in good standing under the laws of the State of Oklahoma, and the Contracting Party has all requisite power and authority to own, operate and lease its properties and to carry on its business as presently conducted.

  • Number, Tenure and Qualifications The number of managers of the Company shall be not less than one (1) nor more than ten (10), but may be increased by amendment of this LLC Agreement by the Members. Each manager shall hold office for the term of which he is elected or until his successor shall have been elected and qualifies for the office, whichever period is longer. Managers need not be residents of the state of formation nor need they be the holder of any Percentage Ownership of the Company.

  • Diversification and Qualification 6.1. The Fund will invest the assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as annuity or life insurance contracts, whichever is appropriate, under the Code and the regulations issued thereunder (or any successor provisions). Without limiting the scope of the foregoing, the Fund will, with respect to each Designated Portfolio, comply with Section 817(h) of the Code and Treasury Regulation §1.817-5, and any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts, and any amendments or other modifications or successor provisions to such Section or Regulations. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps (a) to notify the Company of such breach and (b) to adequately diversify the affected Designated Portfolio so as to achieve compliance within the grace period afforded by Treasury Regulation §1.817-5.

  • Incorporation and Qualification The Company has been duly organized and is validly existing as a Corporation and in good standing under the laws of the State of Colorado with the requisite corporate power and authority to own and use its properties and assets and to carry on its business as currently conducted.

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