Disqualified Individuals. For purposes of this section, the term "disqualified individual" means any individual who is -
Disqualified Individuals. The parties represent that they are not excluded or debarred from participation in the Medicare, Medicaid, or other Federal health care programs, and agree not to employ, contract with, or obtain goods or services from any person or entity so excluded or debarred in violation of the Health Insurance Portability and Accountability Act of 1996, Pub. L. No. 104-191, the Balanced Budget Act of 1997, Pub. L. No. 105-33, or the Office of Inspector General Special Advisory Bulletin 9925427, 9/29/99, or other applicable laws. The parties shall verify compliance with this paragraph by reviewing the Website maintained by the US Department of Health and Social Services Office of Inspector General (hxxx://xxx.xxxx.xxx/xxx), and the U.S. General Services Administration (hxxx://xxxx.xxxxx.xxx). In the event a party employs, contracts with, or obtains goods or services from an excluded or debarred person or entity, the party shall immediately notify the other parties in writing and the other parties shall have the right to immediately terminate this Agreement, notwithstanding any other provisions of this Agreement, without penalty or costs except those incurred prior to the date of termination.
Disqualified Individuals. Five (5) business days prior to the Closing Date, Nova shall, as and to the extent necessary, deliver to Saturn a schedule which sets forth each person who Nova EXECUTION COPY reasonably believes is, with respect to Nova or any Nova ERISA Affiliate, a “disqualified individual” within the meaning of Section 280G of the Code and the regulations promulgated thereunder, as of the date such schedule is delivered to Saturn.
Disqualified Individuals. Not later than 30 days following the date of this Agreement, the Company shall provide Parent with a list of each “disqualified individual” (as such term is defined in Treasury Regulation Section 1.280G-1 who may be entitled to receive parachute payments, as defined in Section 280G(b)(2)(A) of the Code, but without regard to Section 280G(b)(2)(A)(ii) of the Code in connection with the consummation of the Transactions contemplated by this Agreement.
Disqualified Individuals. At least five (5) business days prior to the Closing Date, the Company shall, to the extent not already disclosed on Section 2.13(l)(ii) of the Company Disclosure Letter, deliver to Parent a schedule which sets forth each person who the Company reasonably believes is, with respect to the Company or any ERISA Affiliate, a “disqualified individual” within the meaning of Section 280G of the Code and the regulations promulgated thereunder, as of the date such schedule is delivered to Parent. EXECUTION COPY
Disqualified Individuals. Part 2.12(m) of the Company Disclosure Letter lists each Person who Company reasonably believes is, or may be, with respect to Company, any subsidiary and/or any ERISA Affiliate, a "disqualified individual" (within the meaning of Section 280G of the Code and the regulations promulgated thereunder), as determined as of the date hereof.
Disqualified Individuals. DGCL....................................................................... Division................................................................... EBITDA.....................................................................
Disqualified Individuals. Company shall set forth on Part 6.6(a) of the Company Disclosure Schedule a list of all persons who Company reasonably believes are, with respect to Company and as of the date of this Agreement, “disqualified individuals” (within the meaning of Section 280G of the Code and the regulations promulgated thereunder). Not later than five Business Days prior to the expected Closing Date, Company shall revise Part 6.6(a) of the Company Disclosure Schedule to reflect any additional information that Company reasonably believes would impact the determination of persons who are, with respect to Company and as of the each such date, “disqualified individuals” (within the meaning of Section 280G of the Code and the regulations promulgated thereunder).
Disqualified Individuals. Five business days before the Closing Date, the Company shall, as and to the extent necessary, deliver to Holdco a schedule which identifies each person who the Company reasonably believes is, with respect to the Company or any ERISA Affiliate, a “disqualified individual” within the meaning of Section 280G of the Code and the regulations promulgated thereunder, as of the date such schedule is delivered to Holdco.
Disqualified Individuals. 48 ARTICLE VI - CONDITIONS TO THE MERGER . . . . . . . . . . . . . . . . . . . 48 6.1 Conditions to Obligations of Each Party to Effect the Merger. . 48 6.2 Additional Conditions to Obligations of VFI . . . . . . . . . . 49 6.3 Additional Conditions to the Obligations of HP and Merger Sub . 50 ARTICLE VII - TERMINATION, AMENDMENT AND WAIVER . . . . . . . . . . . . . . 52
