Excluded Entities. Knowingly take or omit to take any action if the effect of such action or omission could reasonably be expected to materially decrease the value of the equity interests in one or more Excluded Entities.
Excluded Entities. MMCAP Infuse represents and warrants that prior to the Effective Date of this Agreement, it has screened itself, and its officers and directors against the Exclusions Lists and that it has informed Merck if it, or any of its officers or directors has been in Violation. After the execution of the Agreement, MMCAP Infuse shall notify Merck in writing immediately if any such Violation occurs or comes to its attention. Merck shall have the right, in its sole discretion, to terminate this Agreement immediately in the event of any such Violation. For the purpose of this Section the term Violation shall mean that MMCAP Infuse, or any of its officers or directors has been: (1) convicted of any of the felonies identified among the exclusion authorities listed on the U.S. Department of Health and Human Services, Office of Inspector General (OIG) website, including 42 U.S.C. 1320a-7(a) (xxxx://xxx.xxx.xxx/ exclusions/authorities.asp); (2) identified in the OIG List of Excluded Individuals/Entities (LEIE) database (xxxxx://xxx.xxx.xxx/exclusions/index.asp) or the U.S. General Services Administration's list of Parties Excluded from Federal Programs (xxxxx://xxx.xxx.gov/portal/XXX/#1) or (3) listed by any US Federal agency as being suspended, debarred, excluded, or otherwise ineligible to participate in Federal procurement or non- procurement programs, including under 21 U.S.C. 335a (xxxx://xxx.xxx.xxx/ora/compliance_ref/debar/) (each of (1), (2) and (3) collectively the “Exclusions Lists”).
Excluded Entities. For the avoidance of doubt, the parties hereto acknowledge and agree that (a) the Consolidated Leverage Ratio and the Consolidated Interest Coverage Ratio and other financial accounting terms used herein with reference to the Company’s “Subsidiaries” as opposed to the Company’s “Consolidated Subsidiaries” will be calculated without giving effect to the financial performance or condition of any Excluded Entity and (b) the representations, warranties and covenants set forth in Article V (other than Section 5.05 and 5.09), Article VI (other than Section 6.01 and Section 6.02) and Article VII, each of which refers to the Company’s “Subsidiaries” as opposed to the Company’s “Consolidated Subsidiaries”, shall not be made with respect to, require any performance by or behalf of or restrict the operations of, any Excluded Entity.
Excluded Entities. 18.1 The term “
Excluded Entities. The following entities are not covered by this Chapter: Ontario: Infrastructure Ontario Electrical Safety Authority Ontario Independent Electricity System Operator Ontario Electricity Financial Corporation Offices of the Legislative Assembly Québec: National Assembly of Québec and its Officers Party Specific Exceptions
Excluded Entities a) For the purpose of this clause 33:
Excluded Entities. (a) Permit the Loan Parties and their Subsidiaries to make any new or additional Investments in, or transfers of assets to (other than Restricted Payments permitted by Section 8.05), any Excluded Entity unless at the time of such new or additional Investment, or such transfer of assets, and immediately after giving effect thereto, no Default or Event of Default exists. For the avoidance of doubt, Investments in any Excluded Entity are permitted to remain outstanding during a Default or Event of Default so long as such Investment was made prior to the Closing Date or in the absence of any Default or Event of Default.
Excluded Entities. No Excluded Entity holds any material assets or properties or conducts any business, and no material liability is reasonably expected to result from the dissolution of any of the Excluded Entities.
Excluded Entities. (a) The aggregate value of cash and Cash Equivalents held by the Excluded Entities does not and will not exceed, in the aggregate, Fifty Thousand Dollars ($50,000.00); and (b) the aggregate value of the tangible property held by each individual Excluded Entity does not exceed, in the aggregate, Two Hundred Thousand Dollars ($200,000.00) per Excluded Entity.
Excluded Entities. The Borrowers shall not suffer or permit any Excluded Entity to own , directly or indirectly, any Shares of any Company.
