Non-excluded definition
Non-excluded means unplanned downtime.
Non-excluded. Taxes shall mean any income, stamp or other taxes, duties, levies, imposts, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any governmental authority, other than net income or franchise taxes imposed with respect to a Lender by a governmental authority under the laws of which such Lender (or any other lending office, branch or affiliate thereof) is organized or in which it maintains an office. Obligations shall mean: (a) all loans, advances and other extensions of credit made by the Lenders, or the Agent for the account of the Lenders, to the Companies (or any of them), or to others for the Companies’ account (including, without limitation, all Revolving Loans, Bankers Acceptances, Steamship Guarantees and Airway Releases and all obligations of the Agent under Letter of Credit Guaranties); (b) any and all other indebtedness, obligations and liabilities which may be owed by the Companies (or any of them) to the Agent or any Lender and arising out of, or incurred in connection with, this Financing Agreement or any of the other Loan Documents (including all Out-of-Pocket Expenses), whether (i) now in existence or incurred by the Companies (or any of them) from time to time hereafter, (ii) secured by pledge, lien upon or security interest in any Company’s assets or property or the assets or property of any other person, firm, entity or corporation, (iii) such indebtedness is absolute or contingent, joint or several, matured or unmatured, direct or indirect, or (iv) the Companies are liable to the Agent or any Lender for such indebtedness as principals, sureties, endorsers, guarantors or otherwise; (c) without duplication, the Companies’ liabilities to the Agent under any instrument of guaranty or indemnity, or arising under any guaranty, endorsement or undertaking which the Agent, on behalf of the Lenders, may make or issue to others for the account of the Companies (or any of them), including any accommodations extended by the Agent with respect to applications for Letters of Credit, the Agent’s acceptance of drafts or the Agent’s endorsement of notes or other instruments for the Companies’ account and benefit; (d) any and all indebtedness, obligations and liabilities which may be owed by the Companies (or any of them) to the Agent or any Lender with respect to Swap Contracts and Banking Services Obligations; (e) any and all indebtedness, obligations and liabilities incurred by, or imposed on, t...
Non-excluded. Taxes shall have the meaning specified in Section 3.16.
More Definitions of Non-excluded
Non-excluded means anything other than an Excused Outage. “Total” means the number of minutes for the calendar month. Docebo shall provide Company with its Gold package of onboarding services, which is a 16 week onboarding process following the timeline below.
Non-excluded means downtime that is not Excluded. “Excluded” means (i) any planned downtime for which Company gives no less than four (4) hours’ notice, (ii) any unavailability of the Cloud Service caused by circumstances beyond Company’s reasonable control, including without limitation, acts of God, acts of
Non-excluded means downtime that is not excluded • “excluded” means the following: o Planned downtime, which shall be any period for which Contruent or the hosting provider gives at least 8 hours’ notice that the Service will be unavailable. o Any period of unavailability lasting 15 minutes or less. o Any unavailability caused by circumstances beyond Contruent's reasonable control, including without limitation, acts or omissions of Customer or its Users, including any failure to comply with the Agreement or the Documentation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Contruent employees), computer or telecommunications or Internet service provider failures or delays, hosting provider failures, delays involving hardware or software not within Contruent’s possession or reasonable control (including Third-Party Applications), and network intrusions or denial of service attacks. For any partial calendar quarter during which Customer subscribes to the Service, availability will be calculated based on the entire calendar quarter, not just the portion for which Customer subscribed. In addition, unavailability of some specific features or functions within the Service, while others remain available, shall not constitute unavailability of the Service so long as the unavailable features or functions are not, in the aggregate, material to the Service as a whole. Unavailability of the Service will be measured from the time that Customer reports Service unavailability to the Contruent support team at ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ (or such other address as notified by Contruent).
Non-excluded constitutes the total number of minutes during the applicable calendar quarter that is not attributable to Excluded Events (as defined below). Availability Calculation For any partial calendar quarter covered by the Agreement, the Availability for that quarter will be calculated based on Acadeum’s monitoring tools. Data from Acadeum’s monitoring tools shall be used to resolve any disputes between Acadeum and Client as to whether Acadeum has met or failed to meet the required Availability level. Excluded Events Occurrences of the following events are hereby excluded from the Availability level under this SLA (collectively, “Excluded Events”): • Planned downtime, which shall be any period for which Acadeum gives at least 5 business days advance notice that ACS will or may be unavailable; • Emergency planned downtime, which shall be any period for which Acadeum gives 4 or more hours advance notice (or less with the agreement of Client) that downtime is required to protect the security, integrity and performance of ACS; • Force Majeure events (as defined in the Agreement), which includes the inability of a user to access ACS due to Internet, telecommunications, hardware, software, user error, or other issues outside the control of Acadeum, including acts or omissions of Client or its agents or any issues caused directly or indirectly, by Client’s or its agents systems, processes or technology. Service Improvement If Acadeum fails to meet the service Availability level for two consecutive calendar quarters, Acadeum will enter into a joint Service Improvement Program (SIP) with Client. The SIP will start no later than 30 days following (event here) and include a Quality Task force consisting of Acadeum and Client partners (roles: anyone Acadeum determines as essential personnel must include Client and business stakeholder) and focus on improving system performance to the agreed Availability targets. When System Availability is restored to the agreed service levels as indicated above, the SIP will be concluded. EXHIBIT E Statement of Work This Statement of Work (“SOW”) dated (the “SOW Effective Date”) is entered into by and between College Consortium, Inc., doing business as Acadeum (“Acadeum”), and the A&M Institution named in the signature page below (“Client”), for the use of Acadeum Course Sharing. This SOW is made pursuant to the Master Services Agreement (the "Agreement") dated as of 04/28/2022 by and between The Texas A&M University System (the “A&M System...