Excluded Act definition

Excluded Act means the following:
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Excluded Act means a voluntary or involuntary action or omission by one or more of the Beneficiaries; that is, as between the Beneficiaries on the one hand and Operating Partnership and MHI on the other, an action or omission in the sole control of the Beneficiaries and not in the control of Operating Partnership or MHI that causes any of the Loans to be in default; e.g., failure of the Limited Partnerships to maintain their single purpose status as required by the Loans. Operating Partnership shall notify Beneficiaries immediately upon the occurrence of any Triggering Event. The parties have stipulated and agreed that the present value of the loss of the deferral of their amount of Federal and State tax liabilities referred to in Section 1A(a) are as set forth on Exhibit A attached hereto and hereby made a part hereof, for the applicable periods of time shown thereon. The Exhibit A amounts shall be binding whether or not the actual Federal and State tax liabilities are higher or lower than the indicated amounts and shall be due and payable whether or not Operating Partnership claims there may be defenses or offsets to the tax liabilities. Notwithstanding anything to the contrary contained herein, the amount set forth in Exhibit A shall be adjusted (i) if a Triggering Event occurs with respect to one or more, but not all, of the Loans so that fewer than all of the Facilities are affected thereby, the amount due by Operating Partnership pursuant to Section 1A(a) shall be determined by multiplying the Cash Amount for the applicable period, as shown on Exhibit A, by the sum of the decimal equivalents of the percentages shown for the Facilities affected, as shown on Exhibit A; (ii) in the event a reimbursement under Section 1C is required; or (iii) in the event of a credit pursuant to Section 2H hereof.
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Excluded Act means (i) any act or failure to act of any of the Thomas Entities or any of their respective subsidiaries (direct or xxxxxect), occurring prior to, on or subsequent to the Closing Date, which do not constitute Assumed Liabilities (as defined in the Capitalization Agreement) to be indemnified by GTG pursuant to Section 8.2(b)(iii) of the Capitalization Agreement, (ii) except as provided in this Agreement or the Capitalization Agreement, any claim related to taxes, and (iii) any matter subject to indemnification by Thomas under Section 10.2(a). This provision is not intended to lixxx xxy right to indemnification of any Person under this Agreement or the Capitalization Agreement. In no event shall any indemnified party hereunder be entitled to recover more than once from an indemnifying party with respect to any specific Loss.
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Examples of Excluded Act in a sentence

  • They shall not be entitled to indemnity from the Limited Partnership on account of any claim, liability, action, or damage arising from or relating to any Excluded Act of the General Partner(s).

  • They have managed to address the messy issues of the state’s obligations in private property and public housing conflicts.

  • Land Transport Act 1998,and any other Act of Parliament specified in the schedule as a further Excluded Act.

  • The term does not include any Excluded Act 10 Securities.For information regarding certain risks associated with investments by the Fund in various Permitted Investments, see “Certain Risks of Investment in the Fund” on pages 31 to 36.

  • In the event of any settlement of such a case, indemnification shall be provided only in connection with such matters covered by the settlement as to which the Corporation is advised by counsel that the person to be indemnified had not been guilty of any Excluded Act.

  • The shall not be entitled to indemnity from the Limited Partnership on account of any claim, liability, action, or damage arising from or relating to any Excluded Act of the General Partner(s).

  • Anti-Money Laundering and Countering Financing of Terrorism Act 2009 Arms Act 1983Aviation Crimes Act 1972 Crimes Act 1961Criminal Proceeds (Recovery) Act 2009Land Transport (Road Safety and Other Matters) Amendment Act 2011 Real Estate Agents Act 2008Summary Offences Act 1981and any other Act of Parliament specified in the Policy Schedule as an Excluded Act.

  • The General Partner(s) shall not be entitled to indemnity from the Limited Partnership on account of any claim, liability, action, or damage arising from or relating to any Excluded Act of the General Partner(s).

  • Any Act of New Zealand Parliament other than an Excluded Act (including any amendment to or re-enactment, and any code, rules, regulations, bylaws or other subordinate legislation made under such Act).

  • The term does not include any Excluded Act 10 Securities.For information regarding certain risks associated with investments by the Fund in various Permitted Investments, see “Certain Risks of Investment in the Fund” on pages 31 to 35.


More Definitions of Excluded Act

Excluded Act as defined in Section 8.1.
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Excluded Act means the following:Arms Act 1983Aviation Crimes Act 1972 Crimes Act 1961Proceeds of Crime Act 1991 Summary Offences Act 1981 Transport Act 1962Transport (Vehicle and Driver Registration and Licensing) Act 1986 and any other ACT OF PARLIAMENT specified in the Schedule as an EXCLUDED ACT.
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Excluded Act means (i) any act or failure to act of any of the Xxxxxx Entities or any of their respective subsidiaries (direct or indirect), occurring prior to, on or subsequent to the Closing Date, which do not constitute Assumed Liabilities (as defined in the Capitalization Agreement) to be indemnified by GTG pursuant to Section 8.2(b)(iii) of the Capitalization Agreement, (ii) except as provided in this Agreement or the Capitalization Agreement, any claim related to taxes, and (iii) any matter subject to indemnification by Xxxxxx under Section 10.2(a). This provision is not intended to limit any right to indemnification of any Person under this Agreement or the Capitalization Agreement. In no event shall any indemnified party hereunder be entitled to recover more than once from an indemnifying party with respect to any specific Loss.
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Excluded Act means the Companies Act, 1961, the Companies (Transfer of Domicile) Act, 1968, the Marketable Securities Act, 1970, or the Securities Industry Act, 1975, or any corresponding previous enactment.
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Excluded Act means the Acts of Parliament listed in Exclusion 3.5 (Excluded Acts).
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Related to Excluded Act

  • Excluded IP has the meaning assigned to such term in the U.S. Security Agreement.

  • Excluded Asset means any asset of any Grantor excluded from the security interest hereunder by virtue of Section 2.2 hereof but only to the extent, and for so long as, so excluded thereunder.

  • Excluded Equity means any Voting Stock in excess of 66% of the total outstanding Voting Stock of any direct Subsidiary of any Grantor that is a Non-U.S. Person. For the purposes of this definition, “Voting Stock” means, as to any issuer, the issued and outstanding shares of each class of capital stock or other ownership interests of such issuer entitled to vote (within the meaning of Treasury Regulations § 1.956-2(c)(2)).

  • Excluded Entity means a corporation or other entity of which the holders of voting capital stock of the Company outstanding immediately prior to such transaction are the direct or indirect holders of voting securities representing at least a majority of the votes entitled to be cast by all of such corporation’s or other entity’s voting securities outstanding immediately after such transaction.

  • Excluded Real Property means (a) any fee-owned real property with a purchase price (in the case of real property acquired after the Effective Date) or Fair Market Value (in the case of real property owned as of the Effective Date, with Fair Market Value determined as of the Effective Date) of less than $3,500,000 individually, (b) any real property that is subject to a Lien permitted by Sections 6.02(iv), (xix), (xxii), (xxiii), (xxviii) or (xxxi), (c) any real property with respect to which, in the reasonable judgment of the Term Administrative Agent (confirmed by notice to the Borrower) the cost (including as a result of adverse tax consequences) of providing a Mortgage shall be excessive in view of the benefits to be obtained by the Lenders, (d) any real property to the extent providing a mortgage on such real property would (i) be prohibited or limited by any applicable law, rule or regulation (but only so long as such prohibition or limitation is in effect), (ii) violate a contractual obligation to the owners of such real property (other than any such owners that are the Borrower or Affiliates of the Borrower) that is binding on or relating to such real property (other than customary non-assignment provisions which are ineffective under the Uniform Commercial Code) but only to the extent such contractual obligation was not incurred in anticipation of this provision or (iii) give any other party (other than the Borrower or a wholly-owned Restricted Subsidiary of the Borrower) to any contract, agreement, instrument or indenture governing such real property the right to terminate its obligations thereunder (other than customary non-assignment provisions which are ineffective under the Uniform Commercial Code or other applicable law) and (e) any Leasehold.

  • Excluded Entities has the meaning set forth in Section 2.2(b)(iv).

  • Excluded Domestic Subsidiary means any Domestic Subsidiary that is (a) a direct or indirect Subsidiary of an Excluded Foreign Subsidiary or (b) an Excluded Domestic Holdco.

  • Excluded Party has the meaning set forth in Section 7.4(b).

  • Excluded Affiliate means any Affiliate of any Agent that is engaged as a principal primarily in private equity, mezzanine financing or venture capital.

  • Excluded Accounts means any Xxxxx Cash Account and any other deposit account used for (a) funding payroll or segregating payroll taxes or funding other employee wage or benefit payments, (b) segregating 401(k) contributions or contributions to an employee stock purchase plan or (c) funding other employee health and benefit plans.

  • Excluded Account means (a) any deposit account specifically and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of any Loan Party’s employees and (b) any Xxxxx Cash Accounts.

  • Excluded Matters shall have the meaning given such term in Section 13.3 hereof.

  • Excluded Liability means any liability that is excluded under the Bail-In Legislation from the scope of any Bail-In Action including, without limitation, any liability excluded pursuant to Article 44 of the Bank Recovery and Resolution Directive.

  • Excluded Debt means (i) intercompany Indebtedness between or among the Borrower and any of its Subsidiaries, (ii) credit extensions under the Existing Credit Agreement and the Existing Securitization Facility, (iii) (x) credit extensions under any Indebtedness of any Subsidiary of the Borrower arising from cash pooling and related overdraft arrangements in the ordinary course of business and (y) credit extensions under any Indebtedness of any Subsidiary of the Borrower set forth on Schedule 1.01 (for the avoidance of doubt, excluding debt securities and syndicated credit facilities) and any refinancing, renewal, refunding, extension or replacement thereof (in each case, except to the extent constituting Indebtedness of the Borrower (other than a Guarantee by the Borrower) and excluding debt securities and syndicated credit facilities) in an aggregate principal amount not to exceed the refinanced, renewed, refunded, extended or replaced funded amount thereof plus accrued and unpaid interest or premiums thereon and fees and expenses incurred in connection therewith plus (without duplication) an amount equal to any commitment unutilized thereunder and (iv) other Indebtedness (other than debt securities and syndicated credit facilities) not included in clauses (i), (ii) and (iii) above in an outstanding aggregate principal amount not to exceed $150,000,000; provided, further, in no event shall any Indebtedness (other than credit extensions pursuant to immediately preceding clause (ii)) which gives effect (whether in whole or in part) to the refinancing, renewal, refunding, extension or replacement of the Borrower’s existing 6.625% Notes due 2016 constitute “Excluded Debt”.

  • Excluded Matter means any action, suit or proceeding by the Corporation or one of its subsidiaries against any Indemnitee who is or was an employee, but not an officer, of the Corporation, or is or was serving at the request of the Corporation as an employee, but not as a director or officer, of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise.

  • Excluded Amount For any Payment Date on or after the occurrence of an Amortization Event, the portion of the balance with respect to each HELOC attributable to all Draws not transferred to the Trust, and the portion of the Principal Collections (other than Net Liquidation Proceeds to the extent that the Excluded Amount of Liquidation Proceeds is not included in Net Liquidation Proceeds) and Interest Collections thereon for each Collection Period allocated to such Excluded Amount based on a pro rata allocation between the related Excluded Amount and the Loan Balance in proportion to the respective amounts outstanding as of the end of the calendar month preceding such Collection Period.

  • Excluded Person means each Defendant, the directors and officers of each Defendant, the subsidiaries or affiliates of each Defendant, the entities in which each Defendant or any of that Defendant’s subsidiaries or affiliates have a controlling interest and the legal representatives, heirs, successors and assigns of each of the foregoing.

  • Prohibited Act means: to directly or indirectly offer, promise or give any person working for or engaged by the Customer and/or the Authority a financial or other advantage to: induce that person to perform improperly a relevant function or activity; or reward that person for improper performance of a relevant function or activity; or committing any offence: under the Bribery Act 2010; or under legislation creating offences concerning Fraud; or at common law concerning Fraud; or committing or attempting or conspiring to commit Fraud;

  • Excluded Country means one of the following countries from which Non-Medical Emergency Evacuations are not available such as Afghanistan Chechnya Democratic Republic of the Congo Iran Iraq Israel West Bank Israel Gaza Strip Ivory Coast Lebanon Libya North Korea Somalia Sudan Syria or any country subject to the administration and enforcement of U.S. economic embargoes and trade sanctions by the OFFICE OF FOREIGN ASSET CONTROLS (OFAC);

  • Excluded Contract means, at any date, any rights or interest of the Borrower or any Guarantor under any agreement, contract, license, instrument, document or other general intangible (referred to solely for purposes of this definition as a “Contract”) to the extent that such Contract by the terms of a restriction in favor of a Person who is not the Borrower or any Guarantor, or any requirement of law, prohibits, or requires any consent or establishes any other condition for or would terminate because of an assignment thereof or a grant of a security interest therein by the Borrower or a Guarantor; provided that (i) rights under any such Contract otherwise constituting an Excluded Contract by virtue of this definition shall be included in the Collateral to the extent permitted thereby or by Section 9-406 or Section 9-408 of the Uniform Commercial Code and (ii) all proceeds paid or payable to any of the Borrower or any Guarantor from any sale, transfer or assignment of such Contract and all rights to receive such proceeds shall be included in the Collateral.

  • Regulated Activity means any generation, treatment, storage, recycling, transportation, disposal or release of any Hazardous Substances.

  • Excluded Property shall have the meaning set forth in the Security Agreement.

  • Excluded Equity Interests means (a) any Equity Interests with respect to which, in the reasonable judgment of the Administrative Agent and the Borrower, the cost or other consequences of pledging such Equity Interests in favor of the Secured Parties under the Security Documents shall be excessive in view of the benefits to be obtained by the Secured Parties therefrom, (b) solely in the case of any pledge of Equity Interests of any Foreign Subsidiary or FSHCO (in each case, that is owned directly by the Borrower or a Guarantor) to secure the Obligations, any Equity Interest that is Voting Stock of such Foreign Subsidiary or FSHCO in excess of 65% of the Voting Stock of such Subsidiary, (c) any Equity Interests to the extent the pledge thereof would be prohibited by any Requirement of Law, (d) in the case of (i) any Equity Interests of any Subsidiary to the extent the pledge of such Equity Interests is prohibited by Contractual Requirements existing on the Closing Date or at the time such Subsidiary is acquired (provided that such Contractual Requirements have not been entered into in contemplation of such Subsidiary being acquired), or (ii) any Equity Interests of any Subsidiary that is not a Wholly owned Subsidiary at the time such Subsidiary becomes a Subsidiary, any Equity Interests of each such Subsidiary described in clause (i) or (ii) to the extent (A) that a pledge thereof to secure the Obligations is prohibited by any applicable Contractual Requirement (other than customary non-assignment provisions which are ineffective under the Uniform Commercial Code or other applicable Requirements of Law), (B) any Contractual Requirement prohibits such a pledge without the consent of any other party; provided that this clause (B) shall not apply if (1) such other party is a Credit Party or a Wholly owned Subsidiary or (2) consent has been obtained to consummate such pledge (it being understood that the foregoing shall not be deemed to obligate the Borrower or any Subsidiary to obtain any such consent)) and only for so long as such Contractual Requirement or replacement or renewal thereof is in effect, or (C) a pledge thereof to secure the Obligations would give any other party (other than a Credit Party or a Wholly owned Subsidiary) to any Contractual Requirement governing such Equity Interests the right to terminate its obligations thereunder (other than customary non-assignment provisions that are ineffective under the Uniform Commercial Code or other applicable Requirement of Law), (e) the Equity Interests of any Immaterial Subsidiary (unless a security interest in the Equity Interests of such Subsidiary may be perfected by filing an “all assets” UCC financing statement) and any Unrestricted Subsidiary, (f) the Equity Interests of any Subsidiary of a Foreign Subsidiary or FSHCO, (g) any Equity Interests of any Subsidiary to the extent that the pledge of such Equity Interests would result in material adverse tax consequences to the Borrower or any Subsidiary as reasonably determined by the Borrower, (h) any Equity Interests set forth on Schedule 1.1(b) which have been identified on or prior to the Closing Date in writing to the Administrative Agent by an Authorized Officer of the Borrower and agreed to by the Administrative Agent and (i) Margin Stock.

  • Excluded Obligor means an Obligor so designated in writing as such by the Agent or the Majority Purchasers in a notice to the Seller in good faith and in the Agent’s or the Majority Purchasers’ reasonable judgment relating to credit considerations from time to time, it being understood that from time to time such designation may be revoked by written notice to the Seller.

  • Excluded Assets has the meaning set forth in Section 2.2.

  • Excluded Obligations has the meaning set forth in Section 2.5.