Specified Exceptions definition

Specified Exceptions means any (1) action or inaction that constitutes Fraud, (2) any breach or inaccuracy of any of Seller’s Fundamental Representations, or (3) the Retained Liabilities.
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Specified Exceptions is defined in Section 14.9(f).
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Specified Exceptions has the meaning set forth in Section 5.1.
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Examples of Specified Exceptions in a sentence

  • Notwithstanding anything else to the contrary, the General Deductible shall not apply to any Loss arising from or as a result of any of the Specified Exceptions and any such Losses shall be recoverable from the first dollar.

  • This Section 4.17 is qualified in its entirety by the Specified Exceptions.

  • For purposes of determining the satisfaction of this condition, “in all material respects” and other similar materiality qualifiers contained in any representation or warranty not qualified as to Material Adverse Effect, other than the Specified Exceptions, shall be disregarded.

  • The representations and warranties set forth in paragraphs (a), (b), (d) and (e) above are qualified in their entirety by the Specified Exceptions.

  • Notwithstanding anything else to the contrary, the General Deductible shall not apply to any Loss arising from or as a result of any of the Specified Exceptions or any Specified Indemnification Matter and any such Losses shall be recoverable from the first dollar.

  • The financial statements referred to in clauses (i), (ii), (v), (vi) and (vii) above are qualified in their entirety by the Specified Exceptions.


More Definitions of Specified Exceptions

Specified Exceptions means the exceptions to certain representations specified in the applicable schedule to the Officer’s Certificate delivered pursuant to Section 3.01(a)(xviixxii).
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Specified Exceptions means a Portfolio Site subject to clauses (i) or (ii) of the definition of Material Site Title Issue.
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Specified Exceptions means (x) any references to materiality or to whether or not any breach results or may result in a Material Adverse Effect, as used in Section 3.11 (Personal Property), Section 3.16 (Financial Matters) (except for the last sentence of Section 3.16(a)), Section 3.19(b) (Absence of Certain Developments), Section 3.25 (Accuracy of Data Tape Information) and Section 3.26 (Information to be Supplied) and (y) the specified dollar amounts or materiality qualifications or exceptions that define the scope of the listing disclosures contemplated in connection with Section 3.7 (Contracts), Section 3.8 (Legal Proceedings), Section 3.9 (Intellectual Property) and Section 3.13 (Licenses; Compliance with Laws).
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Specified Exceptions. (a) any write-off of assets or establishment of liabilities and related adjustments for items identified in Section 1.1(a) of the Disclosure Schedule to the Stock Purchase Agreement, (b) adjustments in amounts materially consistent with the amounts reflected in the updated projections set forth in the Confidential Information Memorandum, (c) adjustments to reserves and reinsurance recoverables as set forth in independent consultants' reports made available to the Lenders in conjunction with the Confidential Information Memorandum, and (d) any adjustments related to discontinued operations of CGU.
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Related to Specified Exceptions

  • Permitted Exceptions shall have the meaning set forth in Section 4.3.

  • Permitted Exception means (a) liens for Taxes and other governmental charges and assessments which are not yet due and payable, (b) liens of landlords and liens of carriers, warehousemen, mechanics and materialmen and other like liens arising in the ordinary course of business for sums not yet due and payable, (c) other liens or imperfections on property which are not material in amount or do not materially detract from the value or the existing use of the property affected by such lien or imperfection, (d) such statements of fact and exceptions shown on any title insurance policies delivered to Global.

  • Specified Exchange means the Australian Stock Exchange, the Johannesburg Stock Exchange, the London Stock Exchange Main Market, the Nasdaq Stock Market, the New York Stock Exchange, or the Hong Kong Stock Exchange;

  • Title Objections has the meaning ascribed to such term in Section 6.2(a).

  • Equitable Exceptions means, with respect to the enforceability of any obligation, that such obligation is subject to (a) applicable bankruptcy, insolvency, moratorium, receivership, assignment for the benefit of creditors or other similar state or federal laws affecting the rights and remedies of creditors generally (including, without limitation, fraudulent conveyance or transfer laws) and judicially developed doctrines in this area, such as equitable subordination and substantive consolidation of entities and (b) equitable principles (whether considered in a proceeding in equity or at law).