Exempt Claims definition

Exempt Claims means any of the following claims or actions:
Exempt Claims means the following claims or actions, which are exempt from this Article:
Exempt Claims means (i) claims by the Purchaser or the Shareholders (as appropriate) under this Article VII for breaches, or failures of performance, of the terms of Article I, Section 2.1, Section 2.23, Section 3.3, Section 4.3, Section 4.5 and Section 4.6, and (ii) claims by the Purchaser for indemnification under this Article VII in connection with the Identified Litigation or Impact Option Liability.

Examples of Exempt Claims in a sentence

  • Buyer shall be entitled to set off any amounts owing by the Sellers to the Buyer Indemnified Parties, or any of them, in respect to Buyer Exempt Claims pursuant to this Article X or otherwise, against any amounts owed to the Sellers by the Buyer.

  • This Agreement fully and finally extinguishes and discharges all claims (except for Exempt Claims), whether known or not and you hereby agree to release not only claims known but those unknown to you which arose out of your employment with Raychem or and/or its termination.

  • This subsection (d) is an agreement of the Bound Parties to arbitrate all Claims except Exempt Claims and is specifically enforceable under the applicable arbitration laws of the State of South Carolina.

  • Except for Exempt Claims and except as specifically set forth in the Participation Agreements, the Company Stockholders and Participating Optionholders shall not be required to indemnify any Parent Indemnified Party pursuant to, and shall not have any liability under, this Agreement for any Damages in excess of the then-remaining balance of the Escrow Account, including any earnings thereon.

  • Accordingly, each Community Party covenants and agrees that all claims, grievances or disputes between such Community Party and any other Community Party involving the Community, including claims, grievances or disputes arising out of or relating to the interpretation, application or enforcement of any of the Community Documents (collectively, "Claim"), except for the Exempt Claims, shall be subject to the procedures set forth in this Section.


More Definitions of Exempt Claims

Exempt Claims means any claims for indemnity made by any Purchaser Indemnified Party (i) relating to a breach of any representations and/or warranties set forth in: Section 4.1 [Membership Interests; Capitalization]; Section 4.2 [Authorization; Validity of Agreement]; Section 4.4 [Organization; Qualification]; Section 4.20 [Tax Matters]; and Section
Exempt Claims shall have the meaning set forth in Section 9.6 hereof.
Exempt Claims has the meaning set out in Clause 8.8(a).
Exempt Claims has the meaning set forth in Section 10.04(c).
Exempt Claims means the following claims or actions, which are exempt from this Article: (i) the Association’s claim for assessments, and any action by the Association to collect assessments; (ii) an action by a Party to obtain a temporary restraining order or equivalent emergency equitable relief, and such other ancillary relief as the court deems necessary to maintain the status quo and preserve the Party’s ability to enforce the provisions of this Declaration; (iii) enforcement of the easements, architectural control, maintenance, and use restrictions of this Declaration; (iv) a suit to which an applicable statute of limitations would expire within the notice period of this Article, unless a Party against whom the Claim is made agrees to toll the statute of limitations as to the Claim for the period reasonably necessary to comply with this Article; and (v) a dispute that is subject to alternate dispute resolution (such as mediation or arbitration) by the terms of a public law or another instrument, such as a contract or warranty agreement, in which case the dispute is exempt from this Article, unless the Parties agree to have the dispute governed by this Article.

Related to Exempt Claims

  • 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;

  • Intercompany Claims means, collectively, any Claim held by a Debtor against another Debtor.

  • 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).

  • Settled Claims means any and all claims, debts, demands, rights or causes of action, suits, matters, and issues or liabilities whatsoever (including, but not limited to, any claims for damages, interest, attorneys’ fees, expert or consulting fees, and any other costs, expenses or liability whatsoever), whether based on federal, state, 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 (as defined herein), (i) that have been asserted in the Delphi Securities Action against any of the Released Parties, or (ii) that could have been asserted in any forum by the Class Members or any of them or the successors and assigns of any of them against any of the Released Parties which arise out of, are based upon, or relate to the allegations, transactions, facts, matters or occurrences, representations or omissions involved, set forth, or referred to in the Delphi Securities Action and related to the purchase, acquisition, or holding of Delphi Securities.

  • 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.