Excluded Liability Defined Sample Clauses
The 'Excluded Liability Defined' clause specifies which types of liabilities are not covered or are expressly excluded under the agreement. Typically, this clause outlines particular losses, damages, or claims—such as indirect, consequential, or punitive damages—that the parties agree will not be the responsibility of either side. For example, it may state that neither party is liable for loss of profits or business interruption. The core function of this clause is to limit the scope of potential financial exposure and risk, providing clarity and certainty about what liabilities are not assumed under the contract.
Excluded Liability Defined. “Excluded Liability” means each Liability of any Seller that is not an Assumed Liability.
Excluded Liability Defined. “Excluded Liability” means each Liability of the Company that is not an Assumed Liability. For the avoidance of doubt, by way of example, the Assumed Liabilities with respect to an Assumed Contract include (and the Excluded Liabilities exclude) any payment obligation that first becomes due and payable under an Assumed Contract after Closing or the Ukrainian Transfer (as applicable), other than any such payment obligation that arises out of, relates to or results from, directly or indirectly, any breach, tort, infringement or violation of Applicable Law at or before Closing or the Ukrainian Transfer (as applicable), even to the extent that such payment obligation may relate to activities under such Assumed Contract that are substantially performed before Closing or the Ukrainian Transfer (as applicable). However, if is unclear whether a particular liability or obligation relating to any Assumed Contract is an Assumed Liability or an Excluded Liability, the Parties shall cooperate with one another to determine and implement an appropriate strategy to resolve such liability or obligation (including, without limitation, defending against any Proceeding or other similar claim or action with respect to such liability or obligation) before either Party may avail itself of its rights and remedies pursuant to Article 7.