Excluded Matter means any action, suit or proceeding by the Corporation or one of its subsidiaries against any Indemnitee who is or was an employee, but not an officer, of the Corporation, or is or was serving at the request of the Corporation as an employee, but not as a director or officer, of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise.
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 Matter means any matter which is a local crime and disorder matter (as defined in paragraph 15 below) or is of a description specified in regulations made by the Secretary of State
Examples of Excluded Matter in a sentence
Customer will defend Outcold Solutions against any Claim brought against Outcold Solutions by a third party arising out of or relating to any Excluded Matter, and Customer will pay all damages finally awarded against Outcold Solutions by a court of competent jurisdiction as a result of such Claim.
Except with respect to any Excluded Matter, the contracts listed in Section 3.5(g) of the Seller Disclosure Letter constitute all Contracts of the Seller that are material to the Unwired Planet Companies and necessary, useful or ancillary to the business of the Unwired Planet Companies as currently conducted.
Customer will defend and indemnify Company and Company’s Associates against any claim brought against Company by a third party arising out of or relating to any Excluded Matter, and Customer will pay all damages finally awarded against Company by a court of competent jurisdiction as a result of such claim.
Each Party affirms that it has not filed with any governmental agency or court any action, claim or report against the other Party and currently knows of no act or omission by the other Party that may constitute an Excluded Matter under Section 4 above.
Customer will defend Xxxxxxx against any claim brought against Xxxxxxx by a third party arising out of or relating to any Excluded Matter or any Customer Extension, and Customer will pay all damages finally awarded against Xxxxxxx by a court of competent jurisdiction as a result of such claim.
More Definitions of Excluded Matter
Excluded Matter means any matter with respect to which a crime and disorder committee could make a report or recommendations—
Excluded Matter includes each of the following:
Excluded Matter means any one or more of the following: (i) the effect of any change in the United States or foreign economies or securities or financial markets in general; (ii) the effect of any change that generally affects any industry in which the Company or any of its Subsidiaries operates; (iii) the effect of any change arising in connection with earthquakes, hostilities, acts of war, sabotage or terrorism or military actions or any escalation or material worsening of any such hostilities, acts of war, sabotage or terrorism or military actions existing or underway as of the date hereof; (iv) any matter known to the actual knowledge of executive officers of the managing member of Purchaser Representative on the date hereof; (v) any matter disclosed on the applicable Schedules; (vi) the effect of any changes in applicable Laws or accounting rules; (vii) any effect resulting from the public announcement of this Agreement, compliance with terms of this Agreement or the consummation of the Transactions; or (viii) any effect resulting from the filing of the Bankruptcy Case and reasonably anticipated effects thereof; provided, however, that such matters in the case of clause (i) - (iii) shall not be an Excluded Matter to the extent of any disproportionate impact on the Company and its Subsidiaries, taken as a whole, relative to other companies in the industry in which the Company or any of its Subsidiaries operates.
Excluded Matter means any one or more of the following, either alone or in combination with each other: (A) the effect of any change that generally affects the industry in which the Business, the Company and its Subsidiaries operate; (B) general legal, regulatory or political conditions (or changes therein), or changes generally affecting the economy or the credit, debt, financial or capital markets, in each case, in the United States or other jurisdictions, including changes in interest or exchange rates; (C) the effect of any change arising in connection with natural disasters or acts of nature, hostilities, acts of war, sabotage or terrorism or military actions or any escalation or material worsening of any such hostilities, acts of war, sabotage or terrorism or military actions existing or underway as of the date hereof; (D) the negotiation, execution, announcement or pendency of this Agreement and the Asset Purchase Agreement or the consummation of the transactions contemplated hereby and thereby, including the impact thereof on relationships, contractual or otherwise, with customers, suppliers, distributors, partners, financing sources, employees, revenue and profitability; (E) any increase in the cost or availability of financing necessary for the Datatel Entities to consummate the transactions contemplated hereby and by the Asset Purchase Agreement; (F) the effect of any changes in applicable Laws or accounting rules; (G) the failure by the Company or the Business to meet any estimates, projections or budgets (provided, however, that, except as otherwise provided in clauses (A), (B), (C), (D), (E), (F) and (H) of this definition, the underlying causes of such failure may be taken into account in determining whether a Business Material Adverse Effect has occurred); or (H) any circumstance, change or effect that results from any action taken that is required by this Agreement (other than Section 7.1(a)) or the failure to take any action expressly prohibited by this Agreement; provided, however, that any effect, event, change, occurrence or circumstance referred to in any of clauses (A), (B), (C) and (F) shall be taken into account for purposes of such clause only to the extent such effect, event, change, occurrence or circumstance does not adversely affect the Business or the Company and its Subsidiaries, taken as a whole, in a materially disproportionate manner relative to other participants in the industry in which the Business, the Company and its Subsidiaries op...
Excluded Matter means any one or more of the following: (i) the effect of any change that generally affects any industry in which Sellers or any of the Subsidiaries operates; (ii) the effect of any action taken by Purchaser or its Affiliates with respect to the transactions contemplated hereby or with respect to Sellers or the Subsidiaries; (iii) any matter within the specific Knowledge of Purchaser on the date hereof; or (iv) the effect of any changes in applicable Laws or accounting rules.
Excluded Matter means any adverse effect, change, or event, directly arising from or related to any adverse change in or effect on the business of the Company (a) that is cured before the Closing or (b) directly related to the announcement, pendency or completion of the transactions contemplated by this Agreement (including, but not limited to, any action required by any Governmental Entity in order to consummate, or as a condition to consummating, the transactions contemplated by this Agreement).
Excluded Matter has the meaning given to that term in Section 4.2;