Further Exclusions. 22 2.4 Safeguard Procedures...................................... 22
Further Exclusions. Artists performing announcements provided in exchange for merchandise or services (generally referred to as reciprocal barter agreements) used solely in connection with Station's audience development, program, business or personality promotions in the form of prize awards or remembrance advertising, shall not be entitled to fees. Promotion announcements, whether or not they include a sponsorship mention are not to be considered as commercials and no fee shall be payable thereon. For purposes of this Agreement, promotion announcements shall be defined as those announcements, for which no revenue is derived by the Company, which are offered to sponsors of commercial programs, or featurettes in the form of "program plus" or "cross plugs" as an incentive for sale; announcements in connection with joint station-client promotions wherein client provides merchandise or services in exchange for attendant publicity, and station receives no actual revenue therefrom; it being understood, however, that if cash expenditures are involved on the part of the client, that fees shall be paid on the basis of announcements and/or programs covered by such cash expenditures in accordance with normal published advertising rates. The Company agrees not to alter basic rate structures for the primary purpose of avoiding payment of fees.
Further Exclusions. Schedule 8 shall also apply to limit or exclude, in accordance with its specific terms, the liability of the Sellers in respect of Tax Claims.
Further Exclusions. Support provided under this Agreement excludes:
4.11.1 Totara Software installation, configuration or services provided on-site at your location;
4.11.2 problems or errors in modifications to the Totara Software provided by third parties.
Further Exclusions. The Vendors will not be liable in respect of a claim under the Warranties other than the Warranties relating to taxation) and (in the case of paragraphs 8.1 and 8.3 only) the Indemnities:
8.1 to the extent that it relates to any loss for which the Purchaser or the Company is indemnified by insurance or for which it would have been so indemnified if at the relevant time there had been maintained valid and reasonably adequate insurance cover of a type and level in force in relation to the Company at the date of this Agreement
8.2 to the extent that it has arisen or is increased in respect of any act or omission stipulated to be carried out or omitted pursuant to and in accordance with the express terms of this Agreement;
8.3 to the extent that it comprises any liability which has been or is made good or otherwise compensated for at no expense or cost or loss or damage to the Purchaser and/or the Company or any other company in the Purchaser’s Group.
Further Exclusions. Contentsquare shall have no liability for: (i) any damage resulting from any integration by Customer of Script(s) with Customer Site(s) and SDK(s) with Customer App(s); (ii) any damage caused by errors or omissions in any information, instructions or scripts provided to Contentsquare by Customer in connection with this Agreement; or (iii) any content published on a Customer Site(s) or Customer App(s) by, or on behalf of, Customer or any actions taken by Contentsquare at Customer's direction.
Further Exclusions. (a) The Sellers shall not have any liability for any Damages resulting from or arising out of breach of the representations and warranties given as of the date of this Agreement or as of the Closing Date to the extent of any event, fact, matter, circumstance or omission which was Fairly Disclosed in the Updated Disclosure, provided, however, that such event, fact, matter, circumstance or omission shall not constitute an exception to the representations and warranties granted as of the date of the Put Option and therefore shall not limit in any way the liability of the Sellers and hence the Purchaser’s right for indemnification in case of breach of the representations and warranties granted as of the date of the Put Option, subject always to the limitations set forth in this Agreement.
(b) In addition, not earlier than one (1) Business Day prior to the Closing Date, the Sellers' Agent shall provide to the Purchaser an update to the Updated Disclosure reflecting any new event, fact, matter, circumstance or omission which occurred between the date hereof and the Closing Date which renders any representations or warranties granted in this Agreement untrue or inaccurate, it being specified however that such update shall constitute a valid exception to such representations and warranties given as at the Closing Date but shall not constitute an exception to the representations and warranties granted in the Warranty Agreement as of the date of the Put Option or as of the date of this Agreement and therefore shall not limit in any way the liability of the Sellers and hence the Purchaser’s right for indemnification in case of breach of the representations and warranties granted as of the date of the Put Option or the date of this Agreement, subject always to the limitations set forth in this Agreement.
Further Exclusions. 6.1 Under the terms of this Agreement we will not be liable for:
Further Exclusions. If, at any time, substantially all of the assets or voting power of Seller is sold to or acquired by a third party, such third party purchaser shall not be bound by this Section 6.04 with respect to the business and operations of such third party purchaser independent of Seller. Further, any purchaser of Seller's Pennsylvania Operations shall not be bound by the Seller's non-compete obligations contained in this Section 6.04.
