Excluded Act definition

Excluded Act means the following:
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Excluded Act as defined in Section 8.1.
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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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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).

  • Arms Act 1983Aviation Crimes Act 1972 Crimes Act 1961Proceeds of Crime Act 1991 Real Estate Agents Act 2008 Summary Offences Act 1981 Transport Act 1962Transport (Vehicle and Driver Registration and Licensing) Act 1986and any other Act of Parliament specified in the Policy Schedule as an Excluded Act.

  • Notwithstanding the foregoing, Operating Partnership shall have any liability hereunder in connection with an "Excluded Act," defined below.

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

  • A Defaulting Member shall be liable to each other Member and to the Company for any loss, damage or expense arising, directly or indirectly, as a result of the Defaulting Member’s act or omission which constitutes an 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).

  • An Indemnitee shall be entitled to indemnification under Section 11(c) hereof if (i) it is determined in any action, suit or proceeding relating to the Indemnity Claim that the act or omission of the Indemnitee does not constitute an Excluded Act or (ii) the Manager determines that such indemnification is proper in the circumstances.

  • We shall work with logics formulated by using only the two connectives implication and negation.

  • 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).


More Definitions of Excluded Act

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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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 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 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 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 means any REIT, any parent company of or Person who Controls any REIT in each instance engaged primarily in owning and operating Real Property, and any other Person whom the Borrower has reasonably identified in writing to the Administrative Agent as a competitor or potential competitor of the Borrower.

  • 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 deposit account or securities account used exclusively as (a) payroll and other employee wage and benefit accounts, (b) tax accounts, including sales tax accounts, (c) escrow, fiduciary or trust accounts, (d) zero balance accounts and (e) the funds or other property held in or maintained in any such account identified in clauses (a) through (d).

  • 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 has the meaning given in Section 6.3.

  • 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 any Credit Parties and any of their Subsidiaries, (ii) credit extensions under the Revolving Credit Facility and the Existing Target Credit Agreement (and any refinancing, renewal, refunding, extension or replacement of either or both thereof 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 plus $500,000,000), (iii) any refinancing, renewal, refunding, extension or replacement of any Indebtedness existing on the Effective Date in an aggregate principal amount not to exceed the refinanced, renewed, refunded, extended or replaced amount plus accrued and unpaid interest or premiums thereon and fees and expenses incurred in connection therewith, so long as any such Indebtedness so refinanced, renewed, refunded, extended or replaced after the Closing Date shall have a maturity prior to the Maturity Date, (iv) any Indebtedness issued or incurred in the ordinary course of business for working capital purposes in an aggregate amount not to exceed $500,000,000, (v) any commercial paper backed by the Revolving Credit Facility or the Existing Target Credit Agreement (or under any facilities refinancing, renewing, refunding, extending or replacing the Revolving Credit Facility and/or the Existing Target Credit Agreement and meeting the requirements set forth in clause (ii) above), (vi) any borrowings under this Credit Agreement or the Term Loan Facility, and (vii) other Debt not included in clauses (i) through (vi) above in an outstanding aggregate principal amount not to exceed $500,000,000.

  • Excluded Matter means any one or more of the following: (i) general economic or political conditions; (ii) conditions generally affecting the industries in which such Person or its Subsidiaries operates; (iii) any changes in financial, banking or securities markets in general, including any disruption thereof and any decline in the price of any security or any market index or any change in prevailing interest rates; (iv) acts of war (whether or not declared), armed hostilities or terrorism, international or national political conditions, or the escalation or worsening thereof; (v) (A) any changes in applicable Laws (including in connection with the COVID-19 pandemic) or accounting rules (including U.S. GAAP) or the enforcement, implementation or interpretation thereof, or (B) new pronouncements or interpretations by the SEC or other U.S. federal regulators with respect to prior accounting rules; (vi) the announcement, pendency or completion of the transactions contemplated by this Agreement; (vii) any natural or man-made disaster, acts of God, epidemics, or pandemics, including the COVID-19 pandemic (including any action taken or refrained from being taken in response to COVID-19), or the worsening thereof; (viii) any failure by a party to meet any internal or published projections, forecasts or revenue or earnings predictions (it being understood that the facts or occurrences giving rise or contributing to such failure that are not otherwise an Excluded Matter may be taken into account in determining whether there has been a Material Adverse Effect); (ix) the taking of any action expressly required to be taken under this Agreement; or (x) the impact on the Company of any action taken by, or at the request of, Parent or Merger Sub or the impact on Parent and/or Merger Sub or Parent of any action taken by, or at the request of, the Company; provided, however, that the exclusions provided in the foregoing clauses (i) through (v), and clause (vii) shall not apply to the extent that Parent and Merger Sub, taken as a whole, on the one hand, or the Company Group, taken as a whole, on the other hand, is disproportionately affected by any such exclusions or any change, event or development to the extent resulting from any such exclusions relative to all other similarly situated companies that participate in the industry in which they operate.

  • Excluded Amount means, as of any date of determination, with respect to any Asset: (a) any amount that is attributable to the reimbursement of payment by the applicable Borrower of any tax, fee or other charge imposed by any Governmental Authority on such Asset, (b) any interest or fees (including origination, agency, structuring, management or other up-front fees) that are for the account of the applicable Person from whom the applicable Borrower purchased such Asset, (c) any reimbursement of insurance premiums relating to such Asset, (d) any escrows relating to taxes, insurance and other amounts in connection with such Asset which are held in an escrow account for the benefit of the applicable Borrower pursuant to escrow arrangements under the Investment Documents and (e) any amount deposited into the Asset Account in error.

  • 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 the following constitute Prohibited Acts:

  • 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, collectively: (i) any Equity Interests in any Subsidiary with respect to which the grant to the Collateral Agent, for the benefit of Lenders and the other Secured Parties, of a security interest in and Lien upon, and the pledge to the Collateral Agent, for the benefit of Lenders and the other Secured Parties, of, such Equity Interests, to secure the Obligations (and any guaranty thereof) are validly prohibited by Requirements of Law; (ii) any Equity Interests in any Subsidiary with respect to which the grant to the Collateral Agent, for the benefit of Lenders and the other Secured Parties, of a security interest in and Lien upon, and the pledge to the Collateral Agent, for the benefit of Lenders and the other Secured Parties, of, such Equity Interests, to secure the Obligations (and any guaranty thereof) require the consent, approval or waiver of any Governmental Authority or other third party and such consent, approval or waiver has not been obtained by Borrower following Borrower’s commercially reasonable efforts to obtain the same; (iii) any Equity Interests in any Subsidiary that is a non-Wholly-Owned Subsidiary that the grant to the Collateral Agent, for the benefit of Lenders and the other Secured Parties, of a security interest in and Lien upon, and the pledge to the Collateral Agent, for the benefit of Lenders and the other Secured Parties, of, such Equity Interests, to secure the Obligations (and any guaranty thereof) are validly prohibited by, or would give any third party (other than Borrower or an Affiliate of Borrower) the right to terminate its obligations under, the Operating Documents or the joint venture agreement or shareholder agreement with respect to, or any other contract with such third party relating to such non-Wholly-Owned Subsidiary, including any contract evidencing Indebtedness of such non-Wholly-Owned Subsidiary (other than customary non-assignment provisions which are ineffective under Article 9 of the Code or other Requirements of Law), but only, in each case, to the extent, and for so long as such Operating Document, joint venture agreement, shareholder agreement or other contract is in effect; (iv) any Equity Interests in any other Subsidiary with respect to which, Borrower and the Collateral Agent reasonably determine by mutual agreement that the cost (including Tax costs) of granting the Collateral Agent, for the benefit of Lenders and the other Secured Parties, a security interest in and Lien upon, and pledging to the Collateral Agent, for the benefit of Lenders and the other Secured Parties, such Equity Interests, to secure the Obligations (and any guaranty thereof) are excessive, relative to the value to be afforded to the Secured Parties thereby.

  • 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 2.02.

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