Claims Excluded definition

Claims Excluded. With respect to any Indemnified Person (other than Ex-Im Bank (including at any time that Ex-Im Bank is the Guaranteed Lender under the Guaranteed Loan Agreement)), the following are excluded from Sublessee’s agreement to indemnify under this Section 11: any Claim incurred by, or imposed on, such Indemnified Person to the extent it would not have been imposed if such Indemnified Person or a Related Indemnitee had not engaged in transactions or activities unrelated to those contemplated by this Sublease or any other Operative Document; with respect to any particular Indemnified Person, any Claim to the extent caused by the gross negligence, wilful misconduct or fraud of such Indemnified Person or a Related Indemnitee (other than as may be imputed to such Indemnified Person as a result of its participation in the transactions contemplated by the Operative Documents); with respect to any particular Indemnified Person, any Claim to the extent arising as a result of the breach or non-compliance with any of the express terms of, or any misrepresentation contained in, this Sublease or any other Operative Document or any agreement relating hereto or thereto by which such Indemnified Person or a Related Indemnitee is expressly bound, by such Indemnified Person or a Related Indemnitee (including the imposition against such Indemnified Person or a Related Indemnitee of any Head Lessor Lien or Lender Lien); provided, however, that this paragraph (iii) shall not apply to any such non-compliance or misrepresentation by such Indemnified Person caused by the non-compliance or misrepresentation by any other party to this Sublease or any other Operative Document (other than a Related Indemnitee); with respect to any particular Indemnified Person, any Claim for Taxes imposed on or measured by the overall gross or net income (including, for the avoidance of doubt, any Russian profit tax applicable to (as the Indemnified Person maintaining its principal place of business in Russia, and for such purposes excluding its Affiliates and subsidiaries)), gross or net profits, gross or net receipts or gross or net gains, franchise Taxes, Taxes on doing business or Taxes on capital or net worth of any Indemnified Person by the jurisdiction in which it is incorporated (or otherwise organized) or maintains its principal place of business or in any jurisdiction in which it conducts business from time to time (other than a jurisdiction in which it is deemed to conduct business solely as a ...
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Examples of Claims Excluded in a sentence

  • Subject to the exceptions in Paragraph 7(b) (Claims Excluded from Release), and conditioned solely upon CLC’s compliance with the terms of this Agreement including full payment under paragraph 2(a), CARB fully and finally releases the CLC Released Persons from any and all claims, demands, and/or causes of action, known or unknown, suspected or unsuspected, relating to, concerning, or arising from the Covered Conduct that CARB has against the CLC Released Persons.

  • Barrick hereby agrees to reconvey to Atlas at the ------------ Closing all of the right, title, and interest of Barrick in and to the Purchased Claims, Excluded Claims, Contracts, Leases, Fixtures and Improvements, Water Rights, Related Rights and Information previously conveyed by Atlas to Barrick under the Asset Purchase Agreement (the "Reconveyance").

  • To indemnify Indemnitee for expenses -------------------------- and the payment of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 16(b) of the Exchange Act or any similar successor statute; or Claims Excluded Under Section 145 of the Delaware General --------------------------------------------------------- Corporation Law.

  • Zokos reserves the right, in its own sole discretion, to assume the exclusive defense and control at its own expense of any matter otherwise subject to your indemnification.

  • Claims Excluded from this Release: However, notwithstanding the foregoing, nothing in this General Release shall be construed to waive any right that is not subject to waiver by private agreement, including, without limitation, any claims arising under state unemployment insurance or workers compensation laws.

Related to Claims Excluded

  • Claims Bar Date means the applicable bar date by which Proofs of Claim must be Filed, as established by: (a) the Bar Date Order; (b) a Final Order of the Bankruptcy Court; or (c) the Plan.

  • Objection/Exclusion Deadline means the date by which a written objection to this Settlement Agreement or a request for exclusion submitted by a Person within the Settlement Class must be made, which shall be designated as a date no later than sixty (60) days after the Notice Date and no sooner than fourteen (14) days after papers supporting the Fee Award are filed with the Court and posted to the Settlement website, or such other date as ordered by the Court.

  • Insured Claims means those Liabilities that, individually or in the aggregate, are covered within the terms and conditions of any of the Company Policies, whether or not subject to deductibles, co-insurance, uncollectability or retrospectively-rated premium adjustments, but only to the extent that such Liabilities are within applicable Company Policy limits, including aggregates.

  • Excluded Claims means: (a) Customer’s breach of Section 2.3 (Restrictions), (b) either party’s breach of Section 14 (Confidentiality) or (c) amounts payable to third parties under the indemnifying party’s obligations in Section 13 (Indemnification).

  • Excluded means the following: (i) unavailability caused by circumstances beyond our reasonable control, including, without limitation, act of God, acts of government, emergencies, natural disasters, flood, fire, civil unrest, acts of terror, strikes or other labor problems (other than those involving our employees), or any other force majeure event or factors; (ii) any problems resulting from Customer's combining or merging the Subscription Service with any hardware or software not supplied by us or not identified by us in writing as compatible with the Subscription Service; (iii) interruptions or delays in providing the service resulting from telecommunications or internet service provider failures outside of our datacenter as measured by our third party website availability monitoring provider; and (iv) any interruption or unavailability resulting from the misuse, improper use, alteration, or damage of the Subscription Service.