Excluded Entities Clause Samples

Excluded Entities. Knowingly take or omit to take any action if the effect of such action or omission could reasonably be expected to materially decrease the value of the equity interests in one or more Excluded Entities.

Excluded Entities a) For the purpose of this clause 33:

Excluded Entities. The following entities are not covered by this Chapter: Ontario:  Infrastructure Ontario  Electrical Safety Authority  Ontario Independent Electricity System Operator  Ontario Electricity Financial Corporation  Offices of the Legislative Assembly Québec:  National Assembly of Québec and its Officers

Excluded Entities. Eligible Facility represents and warrants that prior to accepting discounts under the Program, it has screened itself, and its officers and directors against the Exclusion Lists and that it has informed Merck whether it, or any of its officers or directors has been in Violation. After participation in the Program begins, Eligible Facility shall notify Merck in writing immediately if any such Violation occurs or comes to its attention. Merck shall also have the right, in its sole discretion, to terminate Eligible Facility’s enrollment immediately in the event of any such Violation. For the purpose of this section the term Violation shall mean that either Eligible Facility, or any of its officers or directors has been: convicted of any of the felonies identified among the exclusion authorities listed on the US Department of Health and Human Services, Office of Inspector General (OIG) website, including 42 U.S.C. 1320a-7(a) (▇▇▇▇://▇▇▇.▇▇▇.▇▇▇/fraud/exclusions/authorities.asp); (2) identified in the OIG List of Excluded Individuals/Entities (LEIE) database (▇▇▇▇://▇▇▇.▇▇▇.▇▇▇/fraud/exclusions/listofexcluded.html) or the U.S. General Services Administration’s list of Parties Excluded from Federal Programs (▇▇▇▇://▇▇▇.▇▇▇▇.▇▇▇); or (3) listed by any US Federal agency as being suspended, debarred, excluded, or otherwise ineligible to participate in Federal procurement or nonprocurement programs, including under 21 U.S.C. 335a (▇▇▇▇://▇▇▇.▇▇▇.▇▇▇/ora/compliance_ref/debar/) (each of (1), (2) and (3) collectively the “Exclusions Lists”).

Excluded Entities. For the avoidance of doubt, Buyer shall not acquire any right, title or interest in and to the shares of Global Phone Credit Ltd, One Horizon Hong Kong Ltd, Horizon Network Technology Co. Ltd, Suzhou Aishuo Network Information Co., Ltd, and any other of the Company’s Affiliates other than the Acquired Entities (the “Excluded Entities”).

Excluded Entities. (a) Permit the Loan Parties and their Subsidiaries to make any new or additional Investments in, or transfers of assets to (other than Restricted Payments permitted by Section 8.05), any Excluded Entity unless at the time of such new or additional Investment, or such transfer of assets, and immediately after giving effect thereto, no Default or Event of Default exists. For the avoidance of doubt, Investments in any Excluded Entity are permitted to remain outstanding during a Default or Event of Default so long as such Investment was made prior to the Closing Date or in the absence of any Default or Event of Default. (b) During the existence of a Default or an Event of Default, permit any Indebtedness of an Excluded Entity to be recourse to any Loan Party or any Subsidiary thereof in any manner, including by way of any Guarantee by any Loan Party or Subsidiary of any Indebtedness of an Excluded Entity.

Excluded Entities. “Affiliates” means, with respect to any person, any other person that, directly or indirectly, controls, or is controlled by, or is under common control with, such person; provided that in no event shall Stone Point Capital LLC, ▇▇▇▇▇▇▇, Dubilier & Rice, LLC, ATIC Third Investment Company LLC, Viggo Investment Pte. Ltd. or any investment fund or investment vehicle affiliated with, or managed or advised by, any such person or any of its Affiliates, or any portfolio company (as such term is commonly understood in the private equity industry) of the foregoing persons, be considered to be an Affiliate of Panther Aggregator, L.P. or any of its subsidiaries and vice versa. As used in this definition, “control” (including, with its correlative meanings, “controlled by” and “under common control with”) shall mean the possession, directly or indirectly, of the power to direct or cause the direction of management or policies of a person, whether through the ownership of securities or partnership or other ownership interests, by contract or otherwise. Notwithstanding anything to the contrary set forth in this Agreement, in no event shall any provision of this Agreement in any way apply to, bind or otherwise limit or impose obligations on the activities of any portfolio company (as such term is commonly understood in the private equity industry) or investment fund affiliated with or managed by affiliates of Stone Point Capital LLC, ▇▇▇▇▇▇▇, Dubilier & Rice, LLC, ATIC Third Investment Company LLC and Viggo Investment Pte. Ltd. (each, an “Excluded Entity”) or any members, directors, officers, advisors or employees of any Excluded Entity, other than Panther Aggregator, L.P. and its subsidiaries.

Excluded Entities. No Excluded Entity holds any material assets or properties or conducts any business, and no material liability is reasonably expected to result from the dissolution of any of the Excluded Entities.

Excluded Entities. Participant represents and warrants that prior to accepting discounts under any Product Program through this LOP, it has screened itself, and its officers and directors against the Exclusion Lists and that it has informed Merck whether it, or any of its officers or directors has been in Violation. After participation begins, Participant shall notify Merck in writing immediately if any such Violation occurs or comes to its attention. Merck shall also have the right, in its sole discretion, to terminate any Participant’s enrollment immediately in the event of any such Violation. For the purpose of this Section the term Violation shall mean that either Participant, or any of its officers or directors has been: (1) convicted of any of the felonies identified among the exclusion authorities listed on the U.S. Department of Health and Human Services, Office of Inspector General (OIG) website, including 42 U.S.C. 1320a-7(a) (▇▇▇▇://▇▇▇.▇▇▇.▇▇▇/exclusions/authorities.asp); (2) identified in the OIG List of Excluded Individuals/Entities (LEIE) database (▇▇▇▇://▇▇▇.▇▇▇.▇▇▇/exclusions/index.asp) or the U.S. General Services Administration's list of Parties Excluded from Federal Programs (▇▇▇▇://▇▇▇.▇▇▇▇.▇▇▇); or (3) listed by any US Federal agency as being suspended, debarred, excluded, or otherwise ineligible to participate in Federal procurement or non-procurement programs, including under 21 U.S.C. 335a (▇▇▇▇://▇▇▇.▇▇▇.▇▇▇/ora/compliance_ref/debar/) (each of (1), (2), and (3) collectively the "Exclusions Lists").