Excluded Events. Scheduled Approved Maintenance Outages and certain Forced Outages will be excluded pursuant to Appendix C of this Agreement from the calculation of the availability measure.
Excluded Events. Notwithstanding anything herein to the contrary, Tenant shall have no obligation to indemnify, defend or hold harmless any person or entity with respect to the Excluded Events. “Excluded Events” shall include: (i) Landlord’s breach of its duty of maintenance as contained in Sections 9.2 (b) through (e) above; (ii) the acts or omissions of Prime Landlord, Landlord or their respective agents, employees, contractors, representatives, permittees, licensees, officers, directors or other lessees while on or about the Premises or surrounding areas, whether during an inspection, while performing repairs, or otherwise; (iii) for matters covered by workers compensation insurance; and (iv) matters described on Exhibit “D” attached hereto.
Excluded Events. Notwithstanding any other provision in this Section 3(c) which is inconsistent with or contrary to the terms of this Paragraph 13, the Exercise Price shall not be adjusted by virtue of (a) the issuance of capital stock to employees, consultants, officers or directors of the Company pursuant to stock purchase or stock option plans or agreements approved by the Board (and not exceeding 20% of the Company's Common Stock Outstanding), (b) the issuance of securities in connection with acquisition transactions, (c) the issuance of securities to financial institutions, suppliers or lessors in connection with commercial credit arrangements, equipment financings or similar transactions, (d) exercise of this Warrant, or (e) the repurchase of Common Stock shares from the Company's employees, consultants, advisors, service providers, officers or Directors at such person's cost (or at such other price as may be agreed to by the Company's Board of Directors).
Excluded Events. Notwithstanding anything in this Section 6 to the contrary, the Exercise Price shall not be adjusted by virtue of (i) the Warrants or the existence or exercise of any Options of the Company outstanding on the date hereof and disclosed in the Prospectus or (ii) the issuance or sale of, or the grant of Options to purchase, Common Stock to employees, directors, or officers of the Company or its subsidiaries, or to other persons who do not beneficially own more than one percent of the Common Stock (assuming for this purpose that all Options then held by the person, including new options then being granted, but no other Option or Convertible Securities, have then been exercised in full) and are not the children of such a one percent or greater shareholder or the spouses of such children, pursuant to stock option plans currently existing or hereafter approved by the Board of Directors of the Company, provided that the exercise price is no less than the lower of fair market value at the time of grant (as determined in accordance with the applicable stock option plan) or the Current Market Price at the time of grant (all as determined in accordance with this Section 6(c)).
Excluded Events. The following types of events/Outages shall be excluded from the calculation of the Availability Measures and the Availability Measure Targets: • Scheduled Outages which are scheduled, reviewed and approved by the ISO in accordance with the Transmission Control Agreement, and • Forced Outages(IMS) which: 1) were caused by events outside the PTO’s system including those Outages which originate in other TO systems, other electric utility systems, or customer equipment, and 2) those Forced Outages(IMS) which can be demonstrated to have been caused by earthquakes.
Excluded Events. Notwithstanding anything in this Section 5 to the contrary, the Conversion Price of the Series A Preferred Stock shall not be adjusted by virtue of the issuance by the Company of any Securities Not Counted for Adjustments (as defined above).
Excluded Events. Lessee shall not be required to make any payment in respect of an Inclusion Event to the extent such Inclusion Event results from one or more of the following events:
(a) Lessor's failure to properly exclude income unless Lessor shall have received a written opinion of its independent tax counsel that no Reasonable Basis exists for excluding such income (and for this purpose, such counsel may take into account the failure of Lessee to provide necessary information requested in writing by Lessor to the extent Lessee is required to provide such information);
(b) any event which requires Lessee to pay an amount equal to or in excess of, or determined by reference to Termination Value to the extent such amount is actually paid;
(c) the application of Code Section 467 or the Treasury Regulations thereunder, other than as a result of (i) an actual payment in an amount greater than due or prior to the due date, of any amount required to be paid by Lessee under the Lease Documents or (ii) the claiming by Lessee during the Base Term of a deduction for Basic Rent for federal, state or local income tax purposes for any period other than the period to which such Basic Rent is allocated pursuant to Section 7.1 of the Facility Lease;
(d) the imposition of any alternative minimum tax under the Code Section 55;
(e) the breach of any covenant or representation by, or the gross negligence, fraud, or willful misconduct of Lessor;
(f) any amendment or modification to the Lease Documents that is not requested or consented to by Lessee or is not required by the Lease Documents unless, in each case, the amendment or modification is made in connection with a Lease Event of Default;
(g) any change in Lessor's taxable year or method of accounting or the application of the short taxable year provisions of the Code;
(h) the failure of the Facility Lease to be treated as a "true lease" for federal income tax purposes, other than as a result of a Lessee Act;
(i) the failure of Lessor to contest a claim in accordance with the contest provisions herein to the extent Lessee's ability to contest a claim is adversely affected in any material respect;
(j) the failure of Lessor to be a "United States person" (as defined in Section 7701(a)(30) of the Code);
(k) consisting of interest, penalties, or additions to tax imposed on Lessor as a result of a failure of Lessor to file any return properly or timely, unless such failure is caused by Lessee's failure to fulfill its obligations, if any, to ...
Excluded Events. “Force Majeure Event” specifically excludes the following occurrences or events: the loss, interruption, or curtailment of interruptible transportation on any Receiving Transporter necessary to take delivery of Producers’ Gas, MV Mitigation Gas, and In-Kind Gas at any Delivery Point, unless and only to the extent the same event also curtails firm transportation at the same Delivery Point; increases or decreases in Gas supply, allocation or reallocation of production by well operators; loss of markets; loss of supply; and failure of specific, individual xxxxx or appurtenant facilities in the absence of a Force Majeure Event broadly affecting other xxxxx in the same geographic area. Price changes due to market conditions with respect to the purchase or sale of Gas gathered hereunder or economics associated with the delivery, connection, receipt, gathering, compression, dehydration, treatment, processing or redelivery of Gas quantities hereunder shall not constitute Force Majeure Events. In addition, the non-availability or lack of funds or failure to pay money when due shall not constitute Force Majeure Events.
Excluded Events. (a) Section 6(1)(e) is hereby amended by adding after the phrase "Effective Date;" the following: "provided, further, that with regard to Losses described in Section 3.1(c) and (d) hereof only, for purposes of this Section 6(1)(e) change in tax law shall mean only changes in the Code enacted after the Refunding Date (as defined in the Refunding Agreement);".
(b) Section 6(2) is hereby amended by adding at the end of the proviso thereto and before the period the following: "or Section 3.1(c) or (d)".
Excluded Events. Attendance at athletic contests, plays, dances and other activities outside the regular school hours shall not be considered as a part of the teaching evaluation.
