Excluded Actions Sample Clauses

Excluded Actions. A class of actions described in Items 2.1(a) to 2.1(i) of this Schedule 1 does not include actions which have been determined to be a controlled action pursuant to section 75 of the EPBC Act prior to the Commencement Date. A class of actions described in Item 2.1 of this Schedule 1 does not include actions which have been prescribed under section 25(1) of the EPBC Act. Specified manner of assessment – Item 2.1(a) (Major Transport Projects Facilitation Xxx 0000 (Vic))
Sample 1
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Excluded Actions. An Excluded Action is any litigation against a California Entity (as defined below) that was filed by ECT prior to the Effective Date. For clarity, and without limiting this definition, the Excluded Actions include the civil action, filed in the U.S. District Court for the Southern District of Florida, captioned Electronic Communications Technologies, LLC v. Minted LLC. Civ. No. 9:16-cv-81669.
Sample 1
Excluded Actions. Notwithstanding anything to the contrary in the Loan Documents, none of the Grantors shall be required, nor is the Administrative Agent authorized, (i) to take any actions (other than actions described in Section 4.3(a)) to record or perfect the Administrative Agent’s Lien on or security interest in any Collateral (excluding Equity Interests in any Foreign Subsidiary otherwise required to be pledged hereunder) located outside of the United States or to take any action under the law of any non-U.S. jurisdiction to create or perfect a security interest in such Collateral (except for filings made with WIPO for U.S. Trademarks filed under 15 U.S.C. §66), (ii) to grant or perfect any Lien in any leasehold rights and leasehold interest in real property, or (iii) to perfect in any motor vehicle, aircraft or other assets subject to a certificate of title statute (the foregoing actions described in this Section 3.02, collectively, “Excluded Actions”). Notwithstanding anything contained herein or in any other Collateral Document to the contrary, none of the covenants or representations and warranties contained herein or in any other Collateral Document shall be deemed to apply to, or require the performance of, any Excluded Actions.
Sample 1

Related to Excluded Actions

  • 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 Acts To indemnify Indemnitee for any acts or omissions or transactions from which a director may not be relieved of liability under applicable law;

  • Restricted Actions (a) Subject to Section 4.04, during the period beginning on the Distribution Date and ending on, and including, the last day of the two-year period following the Distribution Date (the “Restricted Period”), SpinCo shall not (and shall not cause or permit any member of the SpinCo Group to), in a single transaction or a series of transactions:

  • Required Actions (a) Each of the parties shall use their respective reasonable best efforts to take, or cause to be taken, all actions, and do, or cause to be done, and assist and cooperate with the other parties in doing, all things reasonably appropriate to consummate and make effective, as soon as reasonably possible, the Merger and the other transactions contemplated by this Agreement.

  • Excluded Action or Omissions To indemnify Indemnitee for acts, omissions or transactions from which Indemnitee may not be relieved of liability under applicable law.

  • Excluded Claims Notwithstanding the foregoing, the following are not included in the Released Claims (the “Excluded Claims”): (i) any rights or claims for indemnification you may have pursuant to any written indemnification agreement with the Company to which you are a party, the charter, bylaws, or operating agreements of the Company, or under applicable law; (ii) any rights which are not waivable as a matter of law; and (iii) any claims for breach of this Agreement. In addition, nothing in this Agreement prevents you from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission, the Department of Labor, or any other government agency, except that you acknowledge and agree that you are hereby waiving your right to any monetary benefits in connection with any such claim, charge or proceeding. You hereby represent and warrant that, other than the Excluded Claims, you are not aware of any claims you have or might have against any of the Released Parties that are not included in the Released Claims.

  • Prohibited Actions The Company agrees that it will not take any action which would entitle the Warrantholder to an adjustment of the Exercise Price if the total number of shares of Common Stock issuable after such action upon exercise of this Warrant, together with all shares of Common Stock then outstanding and all shares of Common Stock then issuable upon the exercise of all outstanding options, warrants, conversion and other rights, would exceed the total number of shares of Common Stock then authorized by its Charter.

  • Derivative Actions In addition to the requirements set forth in Section 3816 of the Delaware Act, a Shareholder may bring a derivative action on behalf of the Trust only if the following conditions are met:

  • 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:

  • Excluded Assets Notwithstanding the foregoing, the Purchased Assets shall not include the following assets (collectively, the “Excluded Assets”):

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