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.

  • 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.

  • Subject to the continuing viability of the Claims Excluded from this Agreement, as described in the paragraph above, Executive expressly waives and relinquishes all rights and benefits of section 1542 of the Civil Code of the State of California, and Executive does so understanding and acknowledging the significance and consequence of specifically waiving section 1542.

  • 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 Agreement 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 or California Labor Code section 2802.

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.

  • 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) any claim arising from Customer’s breach of Section 1.4 (Use Restrictions), 2.3 (Rights in Customer Data); (b) any amounts payable to third parties pursuant to Customer’s indemnification obligations under Section 2.4 (Indemnification by Customer) or AvePoint’s indemnification obligations under Section 8 (Indemnification); (c) Customer’s breach of Section 3 (Ownership); or (d) unlawful or willful misconduct or gross negligence.

  • Disputed Claims Reserve means a reserve of Cash that may be funded on or after the Effective Date pursuant to Article VII.E hereof.

  • Unresolved Claims has the meaning set forth in Section 7.6(c).

  • Claims Bar Date Order means that certain order entered by the Bankruptcy Court establishing the Claims Bar Date.

  • Claims Deadline means the date by which all Claim Forms must be received to be considered timely and shall be set as the date ninety (90) days after the Notice Date. The Claims Deadline shall be clearly set forth in the Long Form Notice, the Summary Notice, the Claim Form, and the Court’s order granting Preliminary Approval.

  • Covered Claims Claim" means any claim, dispute or controversy between you and us that in any way arises from or relates to this Agreement, the Account, the issuance of any Card, any rewards program, any prior agreement or account. "Claim" includes disputes arising from actions or omissions prior to the date any Card was issued to you, including the advertising related to, application for or approval of the Account. "Claim" has the broadest possible meaning, and includes initial claims, counterclaims, cross-claims and third-party claims. It includes disputes based upon contract, tort, consumer rights, fraud and other intentional torts, constitution, statute, regulation, ordinance, common law and equity (including any claim for injunctive or declaratory relief). "Claim" does not include disputes about the validity, enforceability, coverage or scope of this Arbitration Provision or any part thereof (including, without limitation, the prohibition against class proceedings, private attorney general proceedings and/or multiple party proceedings described in Paragraph C.7 (the "Class Action Waiver"), the last sentence of Paragraph C.13 and/or this sentence); all such disputes are for a court and not an arbitrator to decide. However, any dispute or argument that concerns the validity or enforceability of the Agreement as a whole is for the arbitrator, not a court, to decide.

  • Administrative Claims Bar Date means the deadline for Filing requests for payment of Administrative Claims, which: (a) with respect to Administrative Claims other than Professional Fee Claims, shall be 30 days after the Effective Date; and (b) with respect to Professional Fee Claims, shall be 45 days after the Effective Date.

  • Claims means claims, suits, actions, arbitrations, demands, proceedings, fines, penalties, losses, damages, liabilities, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees and costs), including those based on the injury to or death of any person or damage to property.

  • Claims Objection Bar Date means the deadline for objecting to a Claim, which shall be on the date that is the later of (a) 180 days after the Effective Date and (b) such other period of limitation as may be specifically fixed by the Debtors or the Reorganized Debtors, as applicable, or by an order of the Bankruptcy Court for objecting to Claims.

  • Claims Objection Deadline means the deadline for objecting to a Claim against a Debtor, which shall be on the date that is the later of (a) 180 days after the Effective Date and (b) such other period of limitation as may be fixed by the Debtors or the Reorganized Debtors, as applicable, or by an order of the Court for objecting to such Claims.

  • Third Party IP Claim has the meaning given to it in clause E8.7 (Intellectual Property Rights).

  • Third Party Infringement Claim has the meaning set forth in Section 23.5.1.

  • Insured Claim means any Claim arising from an incident or occurrence alleged to have occurred prior to the Effective Date that is covered under an insurance policy applicable to the Debtors or their businesses.

  • Released Claims means all Released Defendants’ Claims and all Released Plaintiffs’ Claims.

  • Employee Claims means any claims (including all fines, judgments, penalties, costs, litigation and/or arbitration expenses, attorneys’ fees and expenses, and costs of settlement with respect to any such claim) made by or in respect of an employee or potential hire of Manager against Manager and/or Lessee which are based on a violation or alleged violation of the Employment Laws or alleged contractual obligations.

  • Section 510(b) Claims means any Claim against any Debtor: (a) arising from the rescission of a purchase or sale of a Security of any Debtor or an affiliate of any Debtor; (b) for damages arising from the purchase or sale of such a Security; or (c) for reimbursement or contribution Allowed under section 502 of the Bankruptcy Code on account of such a Claim; provided that a Section 510(b) Claim shall not include any Claims subject to subordination under section 510(b) of the Bankruptcy Code arising from or related to an Interest.

  • Excluded Claim means a dispute, controversy or claim that concerns (a) the validity or infringement of a patent, trademark or copyright; or (b) any antitrust, anti-monopoly or competition law or regulation, whether or not statutory.

  • Disputed means, with respect to any Claim or Interest, any Claim or Interest that is not yet Allowed.

  • DIP Claims means, collectively, the DIP ABL Claims and the DIP Term Loan Claims.

  • Unresolved Claim means a Claim, which at the relevant time, in whole or in part: (a) has not been Finally Determined to be a Proven Claim in accordance with the Amended Claims Procedure Order and this Plan; (b) is validly disputed in accordance with the Amended Claims Procedure Order; and/or (c) remains subject to review and for which a Notice of Allowance or Notice of Revision or Disallowance (each as defined in the Amended Claims Procedure Order) has not been issued to the Creditor in accordance with the Amended Claims Procedure Order as at the date of this Plan, in each of the foregoing clauses, including both as to proof and/or quantum;

  • Agreed Claims shall have the meaning set forth in Section 8.6(c).

  • Released PAGA Claims means the claims being released as described in Paragraph 6.2 below.

  • Settled Claims means any and all of the claims, debts, demands, rights, actions, causes of action, suits, matters, issues, damages, losses or liabilities whatsoever (including, but not limited to, any claims for interest, attorneys’ fees, expert or consulting fees, and any other costs, expenses or liability whatsoever), whether based on United States or Canadian federal, state, provincial, local, statutory or common law or any other law, rule or regulation, whether fixed or contingent, accrued or unaccrued, liquidated or unliquidated, at law or in equity, matured or unmatured, whether class or individual in nature, including both known claims and Unknown Claims, (i) that have been asserted (or proposed as amendments) in any of the Actions against any of the Released Parties, or (ii) that could have been asserted in any forum by the Class Members or any of them against any of the Released Parties which arise out of or are based upon the allegations, transactions, facts, matters, breaches, occurrences, financial statements, statements, representations or omissions involved, set forth, or referred to in the Actions or in proposed amendments.

  • Tax Claims means any Claim against the Participating CCAA Parties (or any one of them) for any Taxes in respect of any taxation year or period ending on or prior to the applicable Filing Date, and in any case where a taxation year or period commences on or prior to the applicable Filing Date, for any Taxes in respect of or attributable to the portion of the taxation period commencing prior to the applicable Filing Date and up to and including the applicable Filing Date. For greater certainty, a Tax Claim shall include, without limitation, (a) any and all Claims of any Taxing Authority in respect of transfer pricing adjustments and any Canadian or non- resident Tax related thereto, and (b) any Claims against any BL/Wabush Released Party in respect of such Taxes;