Excluded Obligors Sample Clauses

Excluded Obligors. (a) Subject to clause (c) below, the Borrower and the Servicer, acting jointly, from time to time may exclude certain customers of the Originators as Obligors, and thereby exclude from the Receivables the receivables generated by those customers from and after the effectiveness of the exclusion of the respective customer (each such customer so excluded, an “Excluded Obligor”). Initially, the Excluded Obligors shall consist only of the customer(s) listed on Schedule VI (as added by that certain Amendment No. 5 to Receivables Financing Agreement and Amendment No. 1 to Performance Guaranty, dated as of January 6, 2017), and such exclusion shall be (b) The Borrower or the Servicer shall instruct (or cause a Sub-Servicer to instruct) all applicable U.S. Originators to notify the related Excluded Obligors to deliver any payments with respect to the related Excluded Receivables to an account (or lock- box) other than (i) the PNC Lock-Box Account (or the PNC Lock-Box) or (ii) any other Lock-Box Account (or related Lock-Box). If any payment is nevertheless delivered into any such unpermitted account or lock-box, the Borrower (or the Servicer on its behalf) shall identify and transfer such payment into some other account or lock-box within two (2) Business Days of the receipt of such payment. Prior to the establishment of the PNC Lock-Box and PNC Lock-Box Account, to the extent any payments on Pool Receivables of an Excluded Obligor (as contemplated by clause (d) below) are remitted to an account (or lock-box) other than the BofA Lock-Box and/or BofA Lock-Box Account, then the Borrower (or the Servicer on its behalf) will, within two (2) Business Days after any such remittance, identify and transfer such payments to the BofA Lock-Box or BofA Lock- Box Account, as applicable. Subsequent to the establishment of the PNC Lock-Box and PNC Lock-Box Account, to the extent any payments on Pool Receivables of an Excluded Obligor (as contemplated by clause (d) below) are remitted to an account (or lock-box) (including, without limitation, the BofA Lock-Box and/or BofA Lock-Box Account) other than the PNC Lock-Box and/or PNC Lock-Box Account, then the Borrower (or the Servicer on its behalf) will, within two (2) Business Days after any such remittance, identify and transfer such payments to the PNC Lock-Box or PNC Lock-Box Account, as applicable. For the avoidance of doubt, none of the Borrower, the Servicer nor any related Originator shall be in violation of the covenants set...
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Excluded Obligors. (a) So long as each of the Exclusion Conditions shall be satisfied, the Servicer may, from time to time, request that certain Obligors be designated as Excluded Obligors by delivering an Excluded Obligor Request to the Administrative Agent, which Excluded Obligor Request shall (i) list the names of such proposed Excluded Obligors; (ii) specify the proposed Excluded Obligor Date with respect to such proposed Excluded Obligors (which date shall be no less than ten (10) Business Days following the date of such Excluded Obligor Request) and (iii) include a pro forma Monthly Report reflecting the proposed exclusion of such Excluded Obligors and the aging balance for the Receivables of each proposed Excluded Obligors. For purposes of this Section 8.07, “Exclusion Conditions” means, as of any date of determination, the satisfaction of all of the following conditions on such date: (i) no Event of Default or Unmatured Event of Default has occurred and is continuing, or would result from the proposed designation of such Obligors as Excluded Obligors; (ii) after giving effect to such proposed designation of such Obligors as Excluded Obligors, no Borrowing Base Deficit exists or would exist; (iii) the Termination Date has not occurred; (iv) the designation of such Obligors as Excluded Obligors is necessary to permit Xxxxxxx’x continuing compliance with Sections 7.02 and 7.05 of each of the First Lien Credit Agreement and the Second Lien Credit Agreement (the “Subject Credit Agreement Covenants”); (v) the selection of such proposed Excluded Obligors has been made in a manner that (x) is not adverse to the Borrower or the Secured Parties and (y) to the extent reasonably practicable, minimizes any resulting reduction in the Borrowing Base, in each case, as reasonably determined by the Administrative Agent; and (vi) after giving effect to such proposed designation of such Obligors as Excluded Obligors, the pro forma Monthly Report prepared by the Servicer projects that the aggregate Unpaid Balance of Receivables in the Receivables Pool will not be less than $90,000,000. (b) So long as (i) as of the applicable Excluded Obligor Date and after giving effect to such Obligor’s designation as an Excluded Obligor, each of the Exclusion Conditions have been satisfied and (ii) the Administrative Agent has acknowledged in writing to such Obligor’s designation as an Excluded Obligor, such acknowledgement not to be unreasonably withheld, then upon the countersignature by the Administ...
Sample 1
Excluded Obligors. (a) So long as each of the Exclusion Conditions shall be satisfied, the Servicer may, from time to time, request that certain Obligors be designated as Excluded Obligors by delivering an Excluded Obligor Request to the Administrative Agent, which Excluded Obligor Request shall (i) list the names of such proposed Excluded Obligors; (ii) specify the proposed Excluded Obligor Date with respect to such proposed Excluded Obligors (which date shall be no less than ten (10) Business Days following the date of such Excluded Obligor Request) and (iii) include a pro forma Monthly Report reflecting the proposed exclusion of such Excluded Obligors and the aging balance for the Receivables of each proposed Excluded Obligors. For purposes of this Section 8.07, “Exclusion Conditions” means, as of any date of determination, the satisfaction of all of the following conditions on such date:
Sample 1
Excluded Obligors. The Sellers may, with at least 10 Business Days’ notice, make a request by delivery of written notice to the Master Purchaser and the Funding Agent that an Obligor be designated as an “Excluded Obligor” with effect from a date specified in that notice, which shall be not be earlier than the day falling 10 Business Days after the date of the notice (a Designation Notice), provided that on the date of the Designation Notice, the Outstanding Balance of Receivables owed by such Obligor and all other Excluded Obligors does not exceed the equivalent of EUR 100,000,000.
Sample 1

Related to Excluded Obligors

  • Excluded Obligations Notwithstanding anything to the contrary expressed or implied in the Finance Documents, the Security Agent shall not: (a) be bound to enquire as to (i) whether or not any Default has occurred or (ii) the performance, default or any breach by a Transaction Obligor of its obligations under any of the Finance Documents; (b) be bound to account to any other Party for any sum or the profit element of any sum received by it for its own account; (c) be bound to disclose to any other person (including but not limited to any Secured Party) (i) any confidential information or (ii) any other information if disclosure would, or might in its reasonable opinion, constitute a breach of any law or be a breach of fiduciary duty; (d) have or be deemed to have any relationship of trust or agency with, any Obligor.

  • Excluded Parties Contractor certifies that it is not listed in the prohibited vendors list authorized by Executive Order 13224, “Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism,” published by the United States Department of the Treasury, Office of Foreign Assets Control.’

  • 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: (i) the IPO; (ii) a registration statement filed to cover issuances under employee benefits plans or dividend reinvestment plans; or (iii) any registration statement relating solely to the acquisition or merger after the date hereof by the Company or any of its Subsidiaries of or with any other businesses.

  • Excluded Liabilities Notwithstanding anything to the contrary contained herein, Purchaser shall not assume any duties, obligations or liabilities of Seller of any kind, whether known, unknown, contingent or otherwise, other than the Transferred Liabilities, including any duty, obligation or liability: (1) not directly relating to the Transferred Assets; (2) attributable to any acts or omissions to act taken or omitted to be taken by or on behalf of Seller (or any of its Affiliates) prior to the Effective Time in violation of any applicable laws, contracts or legal or fiduciary duties; (3) attributable to any actions, causes of action, claims, suits or proceedings or violations of law or regulation attributable to any acts or omissions to act taken or omitted to be taken by Seller (or any of its affiliates or direct or indirect Subsidiaries); (4) for (i) Taxes relating to the Transferred Assets or the Transferred Liabilities for taxable periods (or portions thereof) ending on or prior to the Closing Date and (ii) Taxes for which Seller is liable pursuant to Section 2.1(h); (5) except as expressly set forth in Section 8.13, relating to the Employees in any respect, including the employment or termination of employment of any Employee, in the case of each Branch Employee relating to any period prior to the time such Branch Employee become employed by Purchaser as contemplated hereby, and relating to the Benefit Plans, ERISA, COBRA or the WARN Act in any respect, whether arising before or after the Effective Time (for avoidance of doubt, Excluded Liabilities include any duty, obligation or liability arising under the Seller Employment Agreements, the Parent Equity Incentive Plans, any contract listed on Schedule 6.8(b)(ii) or any plan listed on Schedule 6.8(b)(iii)); (6) arising from circumstances, events or conditions prior to the Effective Time and not expressly assumed hereunder; and (7) all amounts due and payable to any Affiliate (collectively, the “Excluded Liabilities”). For avoidance of doubt, Excluded Liabilities shall include the Perryville Loan Liabilities, and Purchaser shall not be a successor to Seller with respect to any Perryville Loan Liabilities. This Section 2.1(f) is not intended to enlarge the rights of any third parties relating to the Excluded Liabilities. Nothing contained in this Agreement shall prevent either party hereto from contesting matters relating to the Excluded Liabilities with any third party.

  • Excluded Assets Notwithstanding anything to the contrary in this Agreement, the Purchased Assets shall not include the following assets (collectively, the “Excluded Assets”): (a) all cash, cash equivalents (including marketable securities and short-term investments), bank accounts and their balances (including related books and records), lockboxes and deposits of, and any rights or interests in, the cash management system of Seller, including uncleared checks and drafts received or deposited for the account of Seller; (b) all rights under any Contracts, including those listed on Schedule 2.02(b), but excluding the Assumed Contracts; (c) all Company Plans and attributable assets of, or relating to, such plans, including all records, Contracts and arrangements associated with such Company Plans; (d) any Intellectual Property of Seller not Related to the Business; (e) Seller’s Organizational Documents and minute and equity ownership books and records having to do with the company organization or existence of Seller and its company seal; (f) all rights, claims, credits, causes of action or rights of set-off that Seller may have arising under this Agreement or as a result of the consummation of the transactions contemplated hereby; (g) any refunds of Taxes for any Pre-Closing Tax Period or for which Seller is liable pursuant to Section 6.12; (h) the Tax Returns and Tax records and reports of Seller other than those that are Purchased Assets; (i) all insurance policies of Seller, including claims thereunder and any claims or benefits in, to or under any express or implied warranties from suppliers of goods or services relating to Inventory sold by Seller prior to Closing; (j) all of Seller’s intercompany account balances with its Affiliates, including those related to the Products; (k) all assets, properties, and interests rights primarily used in or held for use in connection with the operation of Seller’s wound care and urology business; (l) the rights that accrue or will accrue to Seller under this Agreement and the other Transaction Documents; and (m) the other assets of Seller that are identified on Schedule 2.02(m).

  • Retained Obligations Provided that the Closing occurs, Seller shall retain (a) all obligations and liabilities of Seller for the payment or improper payment of royalties, rentals and other similar payments under the Leases relating to the Subject Interests to the extent attributable to periods prior to the Effective Time; (b) all obligations of Seller under the Contracts for (i) overhead charges related to periods prior to the Effective Time, (ii) costs and expenses incurred prior to the Effective Time for goods and services provided prior to the Effective Time and (iii) other payment obligations that accrue and become due prior to the Effective Time; (c) all liability of Seller to Third Parties for personal injury or death to the extent occurring prior to the Effective Time as a result of the operation of the Assets; (d)(i) any and all income Taxes, franchise Taxes and similar Taxes imposed by any applicable law on Seller or any of its affiliates, or any combined, unitary, or consolidated group of which any of the foregoing is or was a member, (ii) Asset Taxes allocable to Seller pursuant to Section 9.02 taking into account, and without duplication of, such Asset Taxes effectively borne by Seller pursuant to Section 10.02(b)(iii) or Section 12.02, (iii) any Taxes imposed on or with respect to the ownership or operation of the Excluded Assets, and (iv) and any all other Taxes imposed on or with respect to the ownership or operation of the Assets for any tax period (or portion thereof) ending before the Effective Time; (e) all litigation existing as of the Closing Date, to the extent it relates to the period of time prior to the Effective Time; (f) any offsite disposal of hazardous materials by Seller from the Subject Interests to offsite locations occurring prior to the Effective Time; (g) Seller’s employment relationship with its employees and Seller’s employee benefit plans; (h) all liability of Seller under any credit facilities; (i) all liability of Seller under any hedging, swap, put, call, collar, future, derivative or similar arrangement; and (j) the Excluded Assets (collectively, the “Retained Obligations”, and the items specified in (c), (d), (f), (g), (h), (i), (j) and (k) herein, the “Specified Retained Obligations”).

  • Excluded Contracts All of Seller's right, title and interest in, to and under the Contracts listed on Schedule 1.2(b) attached hereto (the "Excluded Contracts");

  • Excluded Subsidiaries (a) The Borrower will not permit any Excluded Subsidiary to (i) own or hold any Lien on any property of the Borrower or any Subsidiary Loan Party, (ii) incur any Indebtedness that is not Non-Recourse Debt, (iii) enter into any agreement, contract, arrangement or understanding with the Borrower or any Subsidiary Loan Party that is not expressly permitted by Section 6.09 or (iv) directly or indirectly own any Indebtedness of or Equity Interests in, or have any other investments in, the Borrower or any Subsidiary Loan Party. (b) Each Excluded Subsidiary shall be a Person with respect to which neither the Borrower nor any Subsidiary Loan Party has any direct or indirect obligation to (i) subscribe for additional Equity Interests, (ii) maintain or preserve such Person's financial condition or to cause such Person to achieve any specified levels of operating results or (iii) except to the extent permitted by Section 6.04, otherwise guarantee performance or payment of any obligations of such Person. (c) If, at any time, any Excluded Subsidiary fails to meet the requirements set forth in paragraphs (a) and (b) of this Section, such Subsidiary shall thereafter cease to be an Excluded Subsidiary for purposes of this Agreement and, as of such date, (i) any Indebtedness of such Subsidiary shall be deemed to be incurred by a Subsidiary Loan Party, (ii) any Liens on the property of such Subsidiary shall be deemed to be Liens on the property of a Subsidiary Loan Party, (iii) any investments in such Subsidiary shall be deemed to be investments in a Subsidiary Loan Party as of such date (and, if such Indebtedness, investments or Liens are not permitted to be incurred or to exist pursuant to this Agreement, the Borrower shall be in default hereunder) and (iv) the Borrower shall promptly comply with the requirements of Section 5.12 and 5.13 with respect to such Subsidiary.

  • Excluded Property Notwithstanding anything to the contrary in Section 2.1, the property, assets, rights and interests set forth in this Section 2.2 (the “Excluded Property”) are excluded from the Property:

  • 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;

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