Exception definition
Examples of Exception in a sentence
For any Third-Party Claim other than an Exception Claim, the Seller shall have the right to defend such Third-Party Claim with counsel selected by the Seller (which shall be reasonably satisfactory to the Buyer Indemnified Party), by all appropriate Proceedings, to a final conclusion or settlement at the discretion of the Seller in accordance with this Section 8.2(b).
It is understood and agreed that the representations and warranties set forth in Exhibit III hereto (as modified by any Exception Report disclosed to Administrative Agent in writing prior to Administrative Agent’s, on behalf of Buyers, issuance of a Confirmation with respect to the related Purchased Asset), shall survive delivery of the respective Purchased Asset File to Administrative Agent, on behalf of Buyers, or its designee (including Custodian).
Each Purchased Asset sold hereunder, as of the applicable Purchase Date for the Transaction in question, conforms to the applicable representations and warranties set forth in Exhibit III attached hereto, except as has been disclosed to Administrative Agent in an Exception Report prior to Administrative Agent’s, on behalf of ▇▇▇▇▇▇, issuance of a Confirmation with respect to the related Purchased Asset, or as otherwise approved by Administrative Agent, on behalf of Buyers.
All outstanding Company Warrants have been duly authorized and constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to the Bankruptcy and Equity Exception.
Each Reinsurance Agreement is a valid and binding obligation of the Company or its Subsidiary that is party thereto and, to the Knowledge of the Company, each other party thereto, and is in full force and effect and enforceable against the Company or the applicable Subsidiary, and, to the Knowledge of the Company, each other party thereto, in accordance with its terms, in each case, subject to the Bankruptcy and Equity Exception.