Exclusion in Error Clause Samples

The 'Exclusion in Error' clause serves to prevent the enforcement of contractual terms or provisions that were included by mistake. In practice, this clause allows parties to identify and disregard any parts of the agreement that were inserted due to clerical, typographical, or other unintentional errors, ensuring that only the intended terms are binding. Its core function is to protect both parties from being unfairly held to obligations or exclusions that do not reflect their true agreement, thereby promoting fairness and accuracy in contract enforcement.
Exclusion in Error. To the extent that, after the Closing, MUMSS, MSMS or either Party and/or any of its Affiliates discovers an Asset or Liability that should have been included as a Contributed Asset or Contributed Liability (including as necessary to make the representations set forth in Sections 2.1(j) (Assets; Services; Title) and Section 2.1(s)(iii) (IP Sufficiency) accurate): (i) the Party that should have transferred or procured the transfer of such Asset shall transfer or procure the transfer of such Asset to MUMSS or MSMS, as applicable, and in exchange receive a payment from MUMSS or MSMS, as applicable, of an amount in cash equal to the value of such Asset as of the Closing Date (as initially determined in good faith by MUMSS or MSMS, as applicable, and notified to both Parties) as if it had been included in the applicable Final Closing Balance Sheet or (ii) the Party that should have transferred or procured the transfer of such Liability shall, subject to Section 3.4(g), transfer or procure the transfer of such Liability to MUMSS or MSMS, as applicable, and such Party shall pay to MUMSS or MSMS, as applicable, an amount in cash equal to the value of such Liability as of the Closing Date (as agreed between MUMSS or MSMS, as applicable, and such Party) as if it had been included in the applicable Final Closing Balance Sheet; provided, that any disagreement between the Parties as to the value of any such Asset or Liability shall be resolved by following the procedures set forth in Section 1.6.
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Related to Exclusion in Error

  • DEBARMENT, SUSPENSION, INELIGIBILITY AND VOLUNTARY EXCLUSION By executing this contract the firm affirms that it is in compliance with the requirements of 2 C.F.R. Part 180 and that neither it, its principals, nor its subcontractors are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency.

  • Service Exclusions The Contractor shall not be responsible for any repairs necessitated by abuse, neglect, vandalism, Acts of God, fire or water. These repairs shall be the subject of a separate purchase order and shall not be performed under this contract.

  • Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion First Tier Participants: a. The prospective first tier participant certifies to the best of its knowledge and belief, that it and its principals: (1) Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participating in covered transactions by any Federal department or agency; (2) Have not within a three-year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State or local) transaction or contract under a public transaction; violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; (3) Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State or local) with commission of any of the offenses enumerated in paragraph (a)(2) of this certification; and (4) Have not within a three-year period preceding this application/proposal had one or more public transactions (Federal, State or local) terminated for cause or default. b. Where the prospective participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal.

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  • ▇▇▇▇▇▇▇▇▇, Suspension, Ineligibility and Voluntary Exclusion By executing Counterpart (1) the Bidder affirms that it is in compliance with the requirements of 2 C.F.R. Part 180 and that neither it, its principals, nor its subcontractors are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. BY: (Authorized Signatory DATE: NOTICES: (Address)