Excluded Claim Sample Clauses

An Excluded Claim clause defines specific types of claims or liabilities that are not covered under a contract or agreement. Typically, this clause lists particular scenarios—such as claims arising from a party’s gross negligence, willful misconduct, or breach of confidentiality—that are carved out from general limitations of liability or indemnity provisions. By clearly identifying which claims are excluded from certain protections or caps, the clause ensures that parties remain fully responsible for especially serious or intentional wrongdoing, thereby allocating risk and preventing misuse of liability limitations.
Excluded Claim. As used in Section 10.3, the term “Excluded Claim” shall mean any dispute, controversy or claim that concerns (a) the scope, validity, enforceability, inventorship or infringement of a patent, patent application, trademark or copyright; or (b) any antitrust, anti-monopoly or competition law or regulation, whether or not statutory. Excluded Claims shall be determined by a court of competent jurisdiction.
View SourceView Similar (18)
Excluded Claim. The term “
View SourceView Similar (5)
Excluded Claim. Any limitation(s) of liability set forth herein will not apply to claims (i) for which liability cannot be limited under applicable law; or (ii) arising from a Party’s gross negligence or willful misconduct (collectively referred to as “Excluded Claim(s)”).
View SourceView Similar (4)
Excluded Claim. Illumina shall have no obligations, including no obligation under Section 22(a), to defend, indemnify or hold harmless Customer, its officers, directors, representatives and employees with respect to any third-party claim or action to the extent such is an Excluded Claim. [*].
View Source
Excluded Claim. Excluded Claim" means any payment for Losses or Expenses in connection with any Claim: (i) based upon or attributable to Indemnitee gaining in fact any personal profit or advantage to which Indemnitee is not entitled; or (ii) for the return by the Indemnitee of any remuneration paid to Indemnitee without the previous approval of the stockholders of the Company which is illegal; or (iii) for an accounting of profits in fact made from the purchase or sale by Indemnitee of securities of the Company within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or similar provisions of any state law; or (iv) resulting from Indemnitee's fraudulent, dishonest or willful misconduct; or (v) the payment of which by the Company under this Agreement is not permitted by applicable law, including Section 145(a) of the Delaware General Corporation Law; or (vi) any Claim arising under the Stock Subscription Agreement dated June 17, 1996, as amended, between CM/J Acquisition LLC and Core-▇▇▇▇ International, Inc., or out of any event or occurrence or a state of facts for which Jupiter is indemnified by Indemnitee thereunder, or under the "Escrow Agreement" as defined therein.
View Source
Excluded Claim. For the purpose of this Agreement, “Excluded Claim” shall mean a (a) any dispute concerning a matter that is subject to either Party’s final decision-making authority or final approval, as expressly set forth in this Agreement; or (b) that concerns the scope, validity, enforceability, inventorship or infringement of an Intellectual Property Right. Any Excluded Claim pursuant 14.6(b) shall be submitted to a competent court.
View Source
Excluded Claim. “Excluded Claim” means all claims related to any Action that the Seller or its Subsidiaries (other than the Company) have or may have against third parties, solely to the extent such claim is not primarily related to the Business, the Transferred Assets or the Assumed Liabilities or primarily arises from, or primarily relates to, the Excluded Assets or the Excluded Liabilities.
View Source

Related to Excluded Claim

  • Excluded Claims This Section shall not apply to any action or claim that cannot be subject to mandatory arbitration as a matter of law, including, without limitation, claims brought pursuant to the California Private Attorneys General Act of 2004, as amended, the California Fair Employment and Housing Act, as amended, and the California Labor Code, as amended, to the extent such claims are not permitted by applicable law to be submitted to mandatory arbitration and such applicable law is not preempted by the Federal Arbitration Act or otherwise invalid (collectively, the “Excluded Claims”). In the event you intend to bring multiple claims, including one of the Excluded Claims listed above, the Excluded Claims may be filed with a court, while any other claims will remain subject to mandatory arbitration.

  • Excluded Costs The following items are considered general overhead items and shall not be billed to the District: 2.1.6.1 Salaries and other compensation of Developer’s personnel stationed at Developer’s principal office or offices other than the Project Field Office, except as specifically provided in Subparagraphs 2.1.3.2. and 2.1.3.4. 2.1.6.2 Expenses of Developer’s principal office and offices other than the Project Field Office. 2.1.6.3 Overhead and general expenses, except as may be expressly included in this Section 2. 2.1.6.4 Developer’s capital expenses, including interest on Developer’s capital employed for the Work. 2.1.6.5 Costs that would cause the Guaranteed Maximum Price (as adjusted by Change Order) to be exceeded.

  • Excluded Collateral Notwithstanding the foregoing provisions of this ss.2, such grant of security interest shall not extend to, and the term "Collateral" shall not include, any chattel paper and general intangibles which are now or hereafter held by the Company as licensee, lessee or otherwise, to the extent that (i) such chattel paper and general intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto and (ii) such consent has not been obtained; provided, however, that the foregoing grant of security interest shall extend to, and the term "Collateral" shall include, (1) any and all proceeds of such chattel paper and general intangibles to the extent that the assignment or encumbering of such proceeds is not so restricted and (2) upon any such licensor, lessor or other applicable party consent with respect to any such otherwise excluded chattel paper or general intangibles being obtained, thereafter such chattel paper or general intangibles as well as any and all proceeds thereof that might have theretofore have been excluded from such grant of a security interest and the term "Collateral."

  • Excluded Obligations Notwithstanding anything to the contrary expressed or implied in the Debt Documents, the Security Agent shall not: (a) be bound to enquire as to (i) whether or not any Default has occurred or (ii) the performance, default or any breach by a Debtor or a Security Grantor of its obligations under any of the Debt Documents; (b) be bound to account to any other Party for any sum or the profit element of any sum received by it for its own account; (c) be bound to disclose to any other person (including but not limited to any Secured Party) (i) any confidential information or (ii) any other information if disclosure would, or might in its reasonable opinion, constitute a breach of any law or be a breach of fiduciary duty; and (d) have or be deemed to have any relationship of trust or agency with, any Debtor.

  • Excluded Contracts All of Seller's right, title and interest in, to and under the Contracts listed on Schedule 1.2(b) attached hereto (the "Excluded Contracts");