Excluded Defects definition

Excluded Defects means any defects or non-conformities caused by (i) designs, materials or processes prescribed, specified or delivered by Buyer, (ii) improper installation, commissioning, maintenance or repair by Buyer or any third party, (iii) misuse, normal wear and tear, inappropriate or unadvised operation or storage, (iv) use of parts, spare parts or materials not supplied by Seller, or (v) any other alterations carried out on the Work without Seller’s prior approval in writing.
Sample 1Sample 2Sample 3
Excluded Defects means any defects or non-conformities caused by (i) designs, materials or processes prescribed, specified or delivered by Buyer, (ii) improper installation, commissioning, maintenance or repair by Buyer or any third party, (iii) misuse, normal wear and tear, inappropriate or
Sample 1
Excluded Defects means any defects or non-conformitiesinappropriate or unadvised operation or storage, (iv) use of parts, spare parts or materials not supplied by Seller, or (v) any other alterations carried out on the Work without Seller’s prior approval in writing.
Sample 1

Examples of Excluded Defects in a sentence

  • For the avoidance of doubt, nothing in this definition of “Other Obligations” is intended to create any new obligation or expand the scope (including any period of limitations or repose) of any existing obligation under the Contracts (other than with respect to Subsections 5(b) and 5(c) in regard to Excluded Defects and Section 6 in regard to MI Rescissions and MI Other Actions), and each Party reserves its rights, positions and defenses with respect thereto.

  • Identification, notice and repurchase demands related to Excluded Defects will be handled in accordance with the Excluded Defect process outlined in Subsection 5(b)(2) (Excluded Defects).

  • Evidence from neuroimaging studies involving autistic individuals suggests reduced activation in mirror system regions during the imitation of movements (Xxxxxxxx et al., 2006).

  • Each of the Parties hereto specifically and irrevocably consents to binding arbitration administered by the American Arbitration Association pursuant to the commercial arbitration rules of the American Arbitration Association with respect to any controversy or claim arising out of or relating to this Agreement, or the breach thereof other than disputes with respect to Excluded Defects, which shall be resolved in accordance with the process set forth in Section 5(b).

  • Except to the extent otherwise expressly set forth in this Agreement, Xxxxxx Mae reserves all of its rights and remedies with respect to the Other Obligations (other than with respect to Subsections 5(b) and 5(c) in regard to Excluded Defects and Section 6 in regard to MI Rescissions and MI Other Actions) and with respect to all mortgages other than the Covered Mortgages.

  • Except to the extent otherwise expressly set forth in this Agreement, each BANA Party reserves all of its rights and defenses with respect to the Other Obligations (other than with respect to Subsections 5(b) and 5(c) in regard to Excluded Defects and Section 6 in regard to MI Rescissions and MI Other Actions) and with respect to all mortgages other than the Covered Mortgages.

  • Identification, notice and repurchase demands related to Excluded Defects will be handled in accordance with the Excluded Defect process outlined in Subsection 4(d).

Related to Excluded Defects

  • Excluded Matter means any one or more of the following: (i) general economic or political conditions; (ii) conditions generally affecting the industries in which such Person or its Subsidiaries operates; (iii) any changes in financial, banking or securities markets in general, including any disruption thereof and any decline in the price of any security or any market index or any change in prevailing interest rates; (iv) acts of war (whether or not declared), armed hostilities or terrorism, international or national political conditions, or the escalation or worsening thereof; (v) (A) any changes in applicable Laws (including in connection with the COVID-19 pandemic) or accounting rules (including U.S. GAAP) or the enforcement, implementation or interpretation thereof, or (B) new pronouncements or interpretations by the SEC or other U.S. federal regulators with respect to prior accounting rules; (vi) the announcement, pendency or completion of the transactions contemplated by this Agreement; (vii) any natural or man-made disaster, acts of God, epidemics, or pandemics, including the COVID-19 pandemic (including any action taken or refrained from being taken in response to COVID-19), or the worsening thereof; (viii) any failure by a party to meet any internal or published projections, forecasts or revenue or earnings predictions (it being understood that the facts or occurrences giving rise or contributing to such failure that are not otherwise an Excluded Matter may be taken into account in determining whether there has been a Material Adverse Effect); (ix) the taking of any action expressly required to be taken under this Agreement; or (x) the impact on the Company of any action taken by, or at the request of, Parent or Merger Sub or the impact on Parent and/or Merger Sub or Parent of any action taken by, or at the request of, the Company; provided, however, that the exclusions provided in the foregoing clauses (i) through (v), and clause (vii) shall not apply to the extent that Parent and Merger Sub, taken as a whole, on the one hand, or the Company Group, taken as a whole, on the other hand, is disproportionately affected by any such exclusions or any change, event or development to the extent resulting from any such exclusions relative to all other similarly situated companies that participate in the industry in which they operate.

  • Excluded Equipment means (i) defibrillators, enhanced emergency medical kits and other medical equipment, (ii) airphones and other components or systems installed on or affixed to the Airframe that are used to provide individual telecommunications or electronic entertainment to passengers aboard the Aircraft, (iii) galley carts, beverage carts, waste containers, liquor kits, food tray carriers, ice containers, oven inserts, galley inserts, and other branded passenger convenience or service items, (iv) any items, equipment or systems leased by Company or any Permitted Lessee (other than items, equipment, or systems that are leased from Company pursuant to the applicable Lease) or owned by Company or any Permitted Lessee subject to a conditional sales agreement or a security interest (other than the security interest granted under the Indenture), and (v) cargo containers.

  • Excluded Debt means (i) intercompany Indebtedness between or among any Credit Parties and any of their Subsidiaries, (ii) credit extensions under the Revolving Credit Facility and the Existing Target Credit Agreement (and any refinancing, renewal, refunding, extension or replacement of either or both thereof in an aggregate principal amount not to exceed the refinanced, renewed, refunded, extended or replaced funded amount thereof plus accrued and unpaid interest or premiums thereon and fees and expenses incurred in connection therewith plus (without duplication) an amount equal to any commitment unutilized thereunder plus $500,000,000), (iii) any refinancing, renewal, refunding, extension or replacement of any Indebtedness existing on the Effective Date in an aggregate principal amount not to exceed the refinanced, renewed, refunded, extended or replaced amount plus accrued and unpaid interest or premiums thereon and fees and expenses incurred in connection therewith, so long as any such Indebtedness so refinanced, renewed, refunded, extended or replaced after the Closing Date shall have a maturity prior to the Maturity Date, (iv) any Indebtedness issued or incurred in the ordinary course of business for working capital purposes in an aggregate amount not to exceed $500,000,000, (v) any commercial paper backed by the Revolving Credit Facility or the Existing Target Credit Agreement (or under any facilities refinancing, renewing, refunding, extending or replacing the Revolving Credit Facility and/or the Existing Target Credit Agreement and meeting the requirements set forth in clause (ii) above), (vi) any borrowings under this Credit Agreement or the Term Loan Facility, and (vii) other Debt not included in clauses (i) through (vi) above in an outstanding aggregate principal amount not to exceed $500,000,000.

  • Excluded Liability means any liability that is excluded under the Bail-In Legislation from the scope of any Bail-In Action including, without limitation, any liability excluded pursuant to Article 44 of the Bank Recovery and Resolution Directive.

  • 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.

  • Excluded Downtime has the meaning set forth in Section 2 below.

  • Excluded Data means: (i) data that is classified, used on the U.S. Munitions list (including software and technical data); or both; (ii) articles, services, and related technical data designated as defense articles and defense services; (iii) ITAR (International Traffic in Arms Regulations) released data; and (iv) personally identifiable information that is subject to heightened security requirements as a result of Partner or End User’s internal policies or practices, industry-specific standards or by law.

  • Excluded Day shall have the meaning set forth in Section 2.3.1(b).

  • Excluded Matters has the meaning given in Section 6.3.

  • Excluded IP has the meaning assigned to such term in the U.S. Security Agreement.

  • Excluded Asset means any asset of any Grantor excluded from the security interest hereunder by virtue of Section 2.2 hereof but only to the extent, and for so long as, so excluded thereunder.

  • 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.

  • Excluded Assets has the meaning set forth in Section 2.02.

  • Excluded Equity means any Voting Stock in excess of 66% of the total outstanding Voting Stock of any direct Subsidiary of any Grantor that is a Non-U.S. Person. For the purposes of this definition, “Voting Stock” means, as to any issuer, the issued and outstanding shares of each class of capital stock or other ownership interests of such issuer entitled to vote (within the meaning of Treasury Regulations § 1.956-2(c)(2)).

  • Specified Materials means the basic materials required on the Site for the execution and completion of Works, which shall include fuel and lubricants; cement; aggregates; steel reinforcement; timber and gravel.

  • Excluded Events has the meaning set forth in Section 6.1(d)(ii).

  • Excluded Representations means the representations and warranties set forth in clause (iii) of Section 4.01(e) and in Section 4.01(f).

  • Excluded Technology means the Technology listed on Exhibit C.

  • Released Defendant Claims means any and all manner of claims, demands, rights, liabilities, losses, obligations, duties, damages, costs, debts, expenses, interest, penalties, sanctions, fees, attorneys’ fees, actions, potential actions, causes of action, suits, agreements, judgments, decrees, matters, counterclaims, offsets, issues, and controversies of any kind, nature, or description whatsoever, whether accrued or unaccrued, disclosed or undisclosed, apparent or not apparent, foreseen or unforeseen, matured or not matured, suspected or unsuspected, liquidated or not liquidated, fixed or contingent, whether based on state, local, federal, statutory, regulatory, common, or other law or rule, including known claims and Unknown Claims, which any Defendant ever had, now has, or may have against any of the Plaintiff Released Persons and/or the Released SLC Persons that arise out of, are based upon, or relate to the institution, prosecution, or settlement of the claims asserted in the Action. For the avoidance of doubt, the Released Defendant Claims shall not include any claims to enforce this Stipulation or the Settlement.

  • Excluded Contract means, at any date, any rights or interest of the Borrower or any Guarantor under any agreement, contract, license, instrument, document or other general intangible (referred to solely for purposes of this definition as a “Contract”) to the extent that such Contract by the terms of a restriction in favor of a Person who is not the Borrower or any Guarantor, or any requirement of law, prohibits, or requires any consent or establishes any other condition for or would terminate because of an assignment thereof or a grant of a security interest therein by the Borrower or a Guarantor; provided that (i) rights under any such Contract otherwise constituting an Excluded Contract by virtue of this definition shall be included in the Collateral to the extent permitted thereby or by Section 9-406 or Section 9-408 of the Uniform Commercial Code and (ii) all proceeds paid or payable to any of the Borrower or any Guarantor from any sale, transfer or assignment of such Contract and all rights to receive such proceeds shall be included in the Collateral.

  • Excluded Inventory means any of the following inventory of goods, merchandise, or other inventory of Seller located at the Leased Premises: (a) all items in the Fresh Departments;

  • Excluded Amount means, as of any date of determination, with respect to any Asset: (a) any amount that is attributable to the reimbursement of payment by the applicable Borrower of any tax, fee or other charge imposed by any Governmental Authority on such Asset, (b) any interest or fees (including origination, agency, structuring, management or other up-front fees) that are for the account of the applicable Person from whom the applicable Borrower purchased such Asset, (c) any reimbursement of insurance premiums relating to such Asset, (d) any escrows relating to taxes, insurance and other amounts in connection with such Asset which are held in an escrow account for the benefit of the applicable Borrower pursuant to escrow arrangements under the Investment Documents and (e) any amount deposited into the Asset Account in error.

  • Excluded Liabilities has the meaning set forth in Section 2.4.

  • Excluded Items means any items which the Committee determines shall be excluded in fixing Performance Goals, including, without limitation, any gains or losses from discontinued operations, any extraordinary gains or losses and the effects of accounting changes.

  • Excluded License means an open source or other software license that requires, as a condition of license, use, modification, distribution or conveyance, that (a) the code be disclosed or distributed in source code form; (b) others have the right to modify or create derivative works of it; and/or (c) the code becomes redistributable at no charge.

  • Included Assets has the meaning in Section 5.1(d)(ii)(A).