Exception Claim definition
Examples of Exception Claim in a sentence
After the Complete Release Date, Buyer may not maintain any action based on a Release Exception Claim unless Buyer has given Seller written notice of such Release Exception Claim prior to the Complete Release Date.
If, however, Buyer has actual knowledge as of the Closing Date of the existence of any specific Release Exception Claim and Buyer nonetheless closes the transactions contemplated in this Agreement and acquires the Property, then Seller shall have no liability or obligation with respect to such specific Release Exception Claim, which shall be deemed released by Buyer upon the Close of Escrow.
Buyer will not have any right to bring an action against Seller as a result of a Release Exception Claim unless and until the aggregate amount of all liability and losses arising out of such Release Exception Claim exceeds Twenty-Five Thousand Dollars ($25,000.00); provided, however, in no event will Seller’s liability for all Release Exception Claims exceed, in the aggregate, Three Million One Hundred Eighty-Five Thousand Dollars ($3,185,000.00).
Buyer will not have any right to bring an action against Seller as a result of a Release Exception Claim unless and until the aggregate amount of all liability and losses arising out of such Release Exception Claim exceeds Twenty-Five Thousand Dollars ($25,000.00); provided, however, in no event will Seller’s liability for all Release Exception Claims exceed, in the aggregate, Six Million Eight Hundred Seventy-Five Thousand Dollars ($6,875,000.00).
Buyer will not have any right to bring an action against Seller as a result of a Release Exception Claim unless and until the aggregate amount of all liability and losses arising out of such Release Exception Claim exceeds Twenty-Five Thousand Dollars ($25,000.00); provided, however, in no event will Seller’s liability for all Release Exception Claims exceed, in the aggregate, Three Million Six Hundred Thousand Dollars ($3,600,000.00).
If, however, Buyer has actual knowledge as of the Closing Date of the existence of any specific Release Exception Claim and Buyer nonetheless closes the transactions contemplated in this Agreement and *** Confidential treatment has been requested for portions of this exhibit.
If, however, Buyer has actual knowledge as of the Closing Date of the existence of any specific Release Exception Claim and Buyer nonetheless closes the transactions contemplated hereunder and acquires the Property, then Seller shall have no liability or obligation with respect to such specific Release Exception Claim, which shall be deemed released by Buyer upon the Closing.
If (i) the Indemnification Claim is an Exception Claim or (ii) the indemnifying party elects not to defend against, negotiate, settle or otherwise deal with any Indemnification Claim which relates to any Losses indemnified against hereunder, then, in each case, the indemnified party may defend against or negotiate such Indemnification Claim as it deems appropriate at the expense of the indemnifying party.
Notwithstanding anything to the contrary set forth herein, the Indemnified Party shall be entitled to reimbursement for the reasonable and documented fees and expenses incurred by the Indemnified Party for the defense or prosecution of any Third-Party Claim to the extent that the Indemnifying Party does not elect to assume such Third-Party Claim in accordance with this Section 10.04 or is unable to assume such Third-Party Claim as a result of an Exception Claim.
If the Responsible Party does not elect to undertake the defense thereof or if such Third Party Claim is an Exception Claim, the Indemnified Party shall have the right to contest, settle or compromise the claim and shall not thereby waive any right to indemnity therefor pursuant to this Agreement.