Carve-outs. The limitations and exclusions in this clause 24 do not apply to limit or exclude any liability:
Carve-outs. The liability caps set forth in Sections 8(a) and 8(b) shall not apply to damages resulting from:
Carve-outs. THE LIMITATIONS ON AND EXCLUSIONS FROM LIABILITY IN THIS SECTION 10 DO NOT APPLY TO (A) A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS IN SECTION 7 (PROVIDED THAT THE SECURITY CAP SHALL APPLY IN THE EVENT OF BREACH OF SECTION 7 BY BLUECAT CAUSED BY BLUECAT’S BREACH OF SECTION 3.3); (B) A PARTY’S INDEMNIFICATION OBLIGATIONS FOR THIRD PARTY CLAIMS UNDER SECTIONS 9.1 AND 9.5; OR (C) A BREACH BY CUSTOMER OF ITS PAYMENT OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THESE MAXIMUM LIABILITY AMOUNTS.
Carve-outs. The limitations set forth in this Clause 13 shall not apply to damages caused due to, or in connection with, either Party’s (i) gross negligence or willful misconduct; (ii) breach of the confidentiality obligations hereunder; (iii) intentional misappropriation of other Party’s Intellectual Property rights; and (iv) breach by CLIENT of its warranty under Section 12.1(ii) and by [*].
Carve-outs. Both parties acknowledge and agree that information shall not be considered "Confidential Information" only to the extent that such information is: (a) currently in the public domain and/or previously known to the receiving party, and in either case, free from any confidentiality obligation; (b) publicly disclosed by or on behalf of the disclosing party either prior to or subsequent to receipt by the receiving party of such information; (c) independently developed by the receiving party without access to or use of the Confidential Information of the disclosing party; or (d) rightfully obtained by the receiving party from a third party lawfully in possession of the Confidential Informationwho is not bound byconfidentiality obligations to thedisclosing party. Thereceiving party may disclose Confidential Information of the disclosing party if the receiving party is required to do so under applicable law, rule or order; provided that the receiving party, where reasonably practicable and to the extent legally permissible, provides the disclosing party with prior written notice of the required disclosure so that the disclosing party may seek a protective order or other appropriate remedy; and provided further that the receiving party discloses no more Confidential Information than is reasonably necessary in order to respond to the required disclosure.
Carve-outs. The limitations and exclusions in this clause 24 do not apply to limit or exclude any liability: for payments required to be made under this agreement, including in respect of Delivery Variance Quantities and Close Out Quantities; under any indemnity given under this agreement in favour of the Operator; under the National Gas Law or the National Gas Rules in respect of any breach of the Market Conduct Rules; or arising from any fraudulent act or omission.
Carve-outs. The undertakings and obligations under Sections 8.1 and 8.2 above shall not apply to any part of the Confidential Information which:
Carve-outs. Notwithstanding anything to the contrary in the foregoing, Manager shall not be entitled to its Commission in regard to any income paid to Artist as a free-xxxxx make-up artist.
Carve-outs. The Chapter 7 Carve Out shall be maintained by Sellers in a segregated account until the later to occur of confirmation of a liquidating plan in the Case or conversion of the Case to a Chapter 7, at which time any remaining balance of the Chapter 7 Carve Out shall be returned to Sellers. The parties agree that the obligations of CitiCapital and Xxxxx Xxxxx under the Cash Collateral Agreement, and Xxxxx Xxxxx under the DIP Credit Agreement shall be removed in their entirety as of the Closing Date, and Sellers through the procedures outlined in this Section 5.20 shall be obligated to fund any applicable Chapter 7 Carve Out. The CitiCapital Carve Out shall be maintained by CitiCapital in a segregated interest-bearing account, and may be drawn on by CitiCapital from time-to-time. The remaining balance of the CitiCapital Carve Out, plus accrued interest, shall be delivered to Sellers upon the later to occur of confirmation of a liquidating plan in the Case or conversion of the Case to a Chapter 7.
Carve-outs. Notwithstanding anything in Section 5.4(a) or Section 5.4(b) to the contrary, any or all of the following activities shall not be a breach of Section 5.4(a) or Section 5.4(b): (i) the soliciting or hiring of any Covered Employee who is no longer employed by a party or any of its Affiliates, except for a Covered Employee who is no longer employed by reason of a voluntary termination of employment by the Covered Employee but only if the hiring party (or its Affiliates) had prior discussions with the Covered Employee regarding employment by the hiring party (or its Affiliates) following such a voluntary termination, (ii) the soliciting or hiring of any Covered Employee who has been provided notice of termination of employment by his or her employer, (iii) the soliciting or hiring of any Covered Employee with the written approval of the other party, (iv) the solicitation of any Covered Employees resulting from general advertising in the mass media, (v) the soliciting or hiring of Level Two Employees who provide services under a customer contract that is scheduled to expire or terminate and will not be renewed or extended by the contracting party (or its Affiliates) and such customer, (vi) the soliciting or hiring of Level Two Employees who provide services under a customer contract which services are to be taken out of the scope of services to be rendered by the contracting party under the customer contract, (vii) the soliciting or hiring of Level Two Employees who become the subject of any planned layoffs or other reductions in force of the employing party or whose job positions have become redundant and (viii) the soliciting or hiring of a Level Two Employee not known, nor reasonably suspected, by the hiring party to be a Level Two Employee of the other party (or its Affiliates).
