Excluded Actions definition
Excluded Actions has the meaning set forth in Section 1.5(b)(iii).
Excluded Actions means any Action or any portion of any Action commenced before or after the date hereof against any of the Pershing Companies to the extent relating exclusively to the Legacy Business, including, without limitation, those Actions set forth on Section 1.01 of the Disclosure Schedule.
Excluded Actions means (a) any claims with respect to enforcement of the FGIC/COP Settlement Documents or the FGIC Development Agreement, (b) any claims with respect to the New B Notes, the New C Notes or the Class 9 Settlement Credits, (c) any claims held by FGIC against the (i) COP Swap Counterparties or (ii) Related Entities of any of the foregoing, or (d) any claims asserted against the City in the proofs of claim filed by FGIC and the COP Trustee; provided that, with respect to the claims described in clause (d), notwithstanding any other provision of the Plan, such claims shall be subject to the treatment, discharge and injunction provisions set forth herein.
Examples of Excluded Actions in a sentence
To the extent any Company Indemnitee is entitled to any indemnification under the Organizational Documents of the Company Group for acts or omissions other than Excluded Actions, and provided that Seller Parent has complied with its obligations as first indemnitor as contemplated by Section 6.4(b), Buyer shall cause the Company Group to comply with the indemnification obligations under the relevant Organizational Documents to the fullest extent permitted thereunder.
Except with respect to the Excluded Actions, Buyer shall not, and shall cause its Affiliates (including the Company Group after the Closing) not to, repeal or amend such arrangements in any manner that would adversely affect the rights of any of the Company Indemnitees thereunder.
More Definitions of Excluded Actions
Excluded Actions means those Actions, whenever commenced, primarily relating to the iHeart Business, including those in which any member of the Outdoor Group is a party.
Excluded Actions has the meaning assigned to such term in the Security Agreement.
Excluded Actions means any Causes of Action that are released by MACH Gen or Reorganized MACH Gen pursuant to the Plan, including as set forth in Article IX.
Excluded Actions means any Causes of Action that are released by the Debtors and Reorganized Debtors pursuant to the Plan, including as set forth in Article IX.
Excluded Actions means any Avoidance Actions or any analogous state law claims, in each case, that relate to: (i) any intercompany payments or transfers made to a Seller from any other Seller or any incurrence by a Seller of obligations to or for the benefit of another Seller; (ii) any payments, incurrence of obligations or transfers made to or for the benefit of any “insider” as defined in section 101(31) of the Bankruptcy Code; (iii) any payments, incurrence of obligations or transfers made to or for the benefit of any of the Debtors’ Prepetition Lenders; and (iv) any payments or transfers or incurrence of obligations made to or for the benefit of any non-debtor entity outside of the ordinary course of business within the meaning of sections 363 and/or 547(c)(2) of the Bankruptcy Code, including, payment made to law firms, contractors, landlords or other counterparties under any Non-Residential Leases or Other Executory Contracts that are not Assumed Contracts. For the avoidance of doubt, Avoidance Actions included in the Acquired Assets include avoidance claims, rights or causes of action under Chapter 5 of the Bankruptcy Code or any analogous state law claims, in each case, that relate to the continued operation of the Debtors’ businesses, including ongoing trade vendors, ongoing suppliers, ongoing licensors, ongoing manufacturers, ongoing strategic or other business partners of the Debtors’ businesses, ongoing customers, ongoing employees, or counterparties to all Assumed Contracts; provided that Avoidance Actions or any analogous state law claims against any insider who was also a shareholder of any Seller as of the Petition Date shall constitute Excluded Actions notwithstanding any function such insider may have in the continued operations of the Sellers’ businesses.
Excluded Actions means (i) except to the extent required pursuant to Section 5.09(b)(ii) of the Credit Agreement in the case of Equity Interests in a Foreign Subsidiary, entering into pledge agreements, security agreements or other documents governed by laws other than those of the United States of America or any State thereof, (ii) except to the extent provided in (or in connection with) any Mortgage, obtaining any waivers, access agreements, estoppels or other undertakings of landlords, bailees, warehousemen or consignees, (iii) taking any action outside of the United States to perfect a security interest in Patents, Trademarks, Copyrights or any other Intellectual Property that is registered in any jurisdiction outside the United States of America, (iv) making or authorizing any fixture filings except with regard to real estate that is required to become subject to a Mortgage pursuant to the Credit Agreement, (v) delivering any Instruments, Chattel Paper or Documents that do not exceed the applicable thresholds in Section 4.4, taking actions contemplated in Section 4.8 with respect to letters of credit that have a stated amount not exceeding the threshold provided for therein, taking actions contemplated in Section 4.9 with respect claims that do not exceed the threshold amount provided for therein, or taking actions contemplated in Section 4.13 with respect to commercial tort claims that do not exceed the threshold provided for therein, or (vi) any other perfection actions as to which the Administrative Agent, in consultation with the applicable Grantor, shall determine that the cost of taking such perfection action is excessive in relation to the value of the security to be afforded thereby.
Excluded Actions shall have the meaning provided in Article 2(b).