Disqualified Persons. Resident represents and warrants that he or she: (i) has not been convicted of a criminal offense related to health care (unless such individual has been officially reinstated into the Federal health care programs by the Department of Health and Human Services, Office of Inspector General ("OIG") and provided proof of such reinstatement to MRMC); (ii) is not under sanction, exclusion or investigation (civil or criminal) related to health care by any Federal or state enforcement, regulatory, administrative or licensing agency or is ineligible for Federal or state program participation; and (iii) is not listed on the General Services Administration's List of Parties Excluded from the Federal Procurement and Non-Procurement Programs or the OIG's List of Excluded Individuals/Entities. Resident shall immediately notify the Program Director and MRMC's Administrator/Senior Vice President in writing of any such conviction, sanction, exclusion, investigation, or listing of Resident.
Disqualified Persons. The parties mutually represent and warrant to one another that they and their respective representatives are not: (a) currently excluded, debarred, or otherwise ineligible to participate in the federal health care programs as defined in 42 U.S.C. section 1320a- 7b-(f) (the “Federal health care programs”) and/or present on the exclusion database of the Office of the Inspector General (“OIG”) or the Government Services Administration (“GSA”);
Disqualified Persons. The list of Disqualified Persons will be available to the Lenders upon request to the Administrative Agent. The parties to this Agreement hereby acknowledge and agree that the Administrative Agent shall not be deemed to be in default under this Agreement or to have any duty or responsibility or to incur any liabilities as a result of a breach of this Section 2.5(c), nor shall the Administrative Agent have any duty, responsibility or liability to monitor or enforce assignments, participations or other actions in respect of Disqualified Persons, or otherwise take (or omit to take) any action with respect thereto. The parties to this Agreement further acknowledge and agree that, notwithstanding the right of the Borrower to supplement the list of Disqualified Persons pursuant to clause (b) of the definition thereof, in no event shall any such supplement apply retroactively to disqualify any Person or Persons that have previously acquired an assignment or participation interest under this Agreement that is otherwise permitted hereunder; provided that upon the effectiveness of any such supplement, any such Person or Persons shall not be permitted to acquire additional Loans or Commitments hereunder.
Disqualified Persons. (i) No assignment or participation shall be made to, and no portion of any Commitment Increase shall be provided by, any Person that was a Disqualified Person as of the date (the “Trade Date”) on which the assigning Lender entered into a binding agreement to sell and assign or participate all or a portion of its rights and obligations under this Agreement to such Person or the applicable Increase Date, as the case may be (unless the Borrowers in their sole and absolute discretion have consented, in writing, to such assignment or the portion of the Commitment Increase to be provided by such Disqualified Person, in which case such Person will not be considered a Disqualified Person for the purpose of such assignment, participation or Commitment Increase). For the avoidance of doubt, with respect to any assignee or participant or Lender that provides any portion of a Commitment Increase that becomes a Disqualified Person after the applicable Trade Date (including as a result of the delivery of a notice pursuant to, and/or the expiration of the notice period referred to in, the definition of “Disqualified Person”), (x) such assignee or Lender shall not retroactively be disqualified from becoming a Lender or participant and (y) the execution by the Borrowers of an Assignment and Assumption or Joinder Agreement with respect to such assignee will not by itself result in such assignee no longer being considered a Disqualified Person. Any assignment or Commitment Increase in violation of this clause (b)(i) shall not be void, but the other provisions of this clause (b)(i) shall apply.
Disqualified Persons. An applicant is treated as a “disqualified person,” meaning it is disqualified from receiving a cash grant if, at the time it applies for the cash grant, it is (a) a federal, state or local government, including any political subdivision, agency or instrumentality thereof (b) an organization that is described in section 501(c) of the Code and is exempted from tax under section 501(a) of the Code, (c) an entity referred to in paragraph (4) of section 54(j) of the Code or (d) a partnership or other pass-through entity (including a single-member disregarded entity) any direct and indirect partner (or other holder of an equity or profits interest) of which is described in clauses (a) through (c). However, if an otherwise disqualified person owns its interest in specified energy property entirely through an entity taxable as a corporation, no disqualification will apply.
Disqualified Persons. Each Member hereby represents, warrants and acknowledges to the Company that such Member is not a Disqualified Person. Each Member hereby agrees that such Member shall not become a Disqualified Person and such Member shall deliver to the Company, on the last day of each calendar quarter, a Section 1603 Certification in the form set forth in Exhibit B.
Disqualified Persons. The parties mutually represent and warrant to one another that they and their respective representatives are not: (a) currently excluded, debarred, or otherwise ineligible to participate in the federal health care programs as defined in 42 U.S.C. section 1320a-7b-(f) (the “Federal health care programs”) and/or present on the exclusion database of the Office of the Inspector General (“OIG”) or the Government Services Administration (“GSA”); (b) convicted of a criminal offense related to the provision of health care items or services but have not yet been excluded, debarred, or otherwise declared ineligible to participate in the Federal health care programs; or (c) debarred, suspended, excluded or disqualified by any federal governmental agency or department or otherwise declared ineligible from receiving federal contracts or federally approved subcontracts or from receiving federal financial and nonfinancial assistance and benefits. This shall be an ongoing representation and warranty during the term of this Agreement and a party shall immediately notify the other party of any change in the status of any of the representations and/or warranties set forth in this section. Any breach of this section shall give the non-breaching party the right to terminate this Agreement immediately.
Disqualified Persons. To the Company's knowledge, none of the persons listed on Schedule V hereto holds, directly or indirectly, any securities of the Company.
Disqualified Persons. An applicant is treated as a “disqualified person,” meaning it is disqualified from receiving a cash grant if, at the time it applies for the cash grant, it is (a) a federal, state or local government, including any political subdivision, agency or instrumentality thereof (b) an organization that is described in section 501(c) of the Code and is exempted from tax under section 501(a) of the Code, (c) an entity referred to in paragraph (4) of section 54(j) of the Code or (d) a partnership or other pass-through entity (including a single-member disregarded entity) any direct and indirect partner (or other holder of an equity or profits interest) of which is described in clauses (a) through (c). However, if an otherwise disqualified person owns its interest in specified energy property entirely through an entity taxable as a corporation, no disqualification will apply. The project companies will be the applicants in this case. Each currently is a disregarded entity wholly owned by BSE, a US corporation. However, it is expected that BSE will sell down its interest in a holding company to which it will assign its interests in the project companies prior to the date the projects are placed into service. The draft operating agreement for this holding company, dated March 14, 2011, requires each member to covenant not to take any action (or permit an affiliate to take any action) that would cause the member to be a disqualified person. See Section 9.2. In addition, section 8.4 of that agreement restricts transfers of membership interests in the holding company to persons that are not disqualified persons. Further, each Common Agreement requires each project company to represent that it is not a disqualified person and generally prohibits any project company from causing or permitting a transfer of an interest in the project company that would cause it to be a disqualified person during the recapture period. See sections 5.42 and 7.8(e) of the Common Agreements. Thus, each project company should be eligible to apply for and receive a cash grant. The Treasury Guidance says that if an applicant disposes of property with respect to which a cash grant was paid to a disqualified person or the property ceases to qualify as specified energy property within five years from the date the property is placed into Cash Grant Opinion - Ivanpah 17 April 5, 2011 service, the unvested portion of the cash grant must be repaid to the Treasury. The cash grant vests at the rate of 20% ...
Disqualified Persons. Each Class B1 Member hereby represents, warrants and acknowledges to the Company that such Class B1 Member is not a Disqualified Person. Each Class B1 Member hereby agrees that (a) such Class B1 Member shall not become a Disqualified Person and (b) such Class B1 Member shall deliver to the Company, on the last day of each calendar quarter, a Section 1603 Certification in the form set forth in Exhibit B.
