Uncapped Claims definition

Uncapped Claims means (a) the indemnifying party’s obligations under Section 13 (Indemnification), (b) Provider’s breach of Section 8 (Customer Materials, Systems and Facilities), (c) either party’s breach of Section 14 (Confidentiality),
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Uncapped Claims means any claim or liability associated with: (a) Customer’s breach of Section 2.2 (License to Customer Data), Section 5.1 (Compliance), and Section 3 of Exhibit B (Customer Obligations) (if applicable); (b) either Party’s breach of confidentiality (but not relating to any liability associated with Xxxxxxx’s security obligations with respect to Customer Data which remains subject to the Excluded Claims cap); or (c) any liability of a Party which cannot be limited under applicable law, including gross negligence, recklessness, or intentional misconduct.
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Uncapped Claims means any claim and/or liability associated with either party’s (a) breach of Section 7 (Confidentiality) (but not relating to any liability associated with Deepgram’s security or privacy obligations with respect to Content or Training Data, each of which remains subject to the Excluded Claims cap), (b) indemnification obligations under Section 11, and (c) liability which cannot be limited under applicable law, including gross negligence, recklessness, or intentional misconduct.
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Examples of Uncapped Claims in a sentence

  • Notwithstanding any other provision of this Agreement, in no event shall the aggregate amount of all indemnification payments for which TCCC is liable pursuant to Section 9.4(a) (other than for Losses constituting TCCC Uncapped Claims) exceed an amount equal to the Cap.

  • Notwithstanding any other provision of this Agreement, in no event shall the aggregate amount of all indemnification payments for which Buyer is liable pursuant to Section 9.4(a) (other than for Losses constituting Buyer Uncapped Claims) exceed an amount equal to the Cap.

  • Sections 12.1 (General Cap) and 12.2 (Consequential Damages Waiver) will not apply to Uncapped Claims.

  • All such representations and warranties and all claims and causes of action with respect thereto (other than the provisions of Sections 4.4, 4.17, 4.19, 4.22, and 4.23, representations and warranties giving rise to Uncapped Claims and this Section 10.3, and all claims and causes of action with respect thereto) shall terminate upon expiration of three years after the Closing Date.

  • Notwithstanding any other provision of this Agreement, in no event shall the aggregate amount of all indemnification payments for which Seller is liable pursuant to Section 9.2(a) (other than for Losses constituting Seller Uncapped Claims) exceed an amount equal to twenty-eight million dollars ($28,000,000) (the “Cap”).

  • Notwithstanding any other provision of this Agreement, in no event shall the aggregate amount of all indemnification payments for which Splitco is liable pursuant to Section 9.2(a) (other than for Losses constituting Splitco Uncapped Claims), exceed an amount equal to two hundred fifty million dollars ($250,000,000) (the “Cap”).

  • Sections 16.1 (General Cap) and 16.2 (Consequential Damages Waiver) will not apply to Enhanced Claims or Uncapped Claims.

  • All such representations and warranties and all claims and causes of action with respect thereto (other than the provisions of Sections 4.4, 4.16, 4.18, 4.21 and 4.22, representations and warranties giving rise to Uncapped Claims and this Section 10.2, and all claims and causes of action with respect thereto) shall terminate upon expiration of three years after the Closing Date.

  • Protocols called Proof of Importance (PoI) are also being developed which are expected to consume even less power thanks to their simplified and more accessible validation process.

  • Notwithstanding any other provision of this Agreement, in no event shall the aggregate amount of all indemnification payments for which Splitco is liable pursuant to Section 9.2(a) (other than for Losses constituting Splitco Uncapped Claims), exceed an amount equal to two hundred fifty million dollars ($250,000,000) (the "Cap").


More Definitions of Uncapped Claims

Uncapped Claims means all claims and potential claims relating to, arising out of or in connection with the individual listed in Schedule C to the Agency Parties Release, any bonding companies for Superior or any Excluded Party, and their respective successors and assigns.
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Uncapped Claims means any Claims (whether in contract, tort or otherwise) and whether for breach of warranty or misrepresentation in respect of the warranties in clause 4.2.1 to 4.2.8, the indemnities in clauses 9.1.2 and 9.1.3 or under the Tax Deed; and
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Related to Uncapped Claims

  • Unresolved Claims has the meaning set forth in Section 7.6(c).

  • Covered Claims Claim" means any claim, dispute or controversy between you and us that in any way arises from or relates to this Agreement, the Account, the issuance of any Card, any rewards program, any prior agreement or account. "Claim" includes disputes arising from actions or omissions prior to the date any Card was issued to you, including the advertising related to, application for or approval of the Account. "Claim" has the broadest possible meaning, and includes initial claims, counterclaims, cross-claims and third-party claims. It includes disputes based upon contract, tort, consumer rights, fraud and other intentional torts, constitution, statute, regulation, ordinance, common law and equity (including any claim for injunctive or declaratory relief). "Claim" does not include disputes about the validity, enforceability, coverage or scope of this Arbitration Provision or any part thereof (including, without limitation, the prohibition against class proceedings, private attorney general proceedings and/or multiple party proceedings described in Paragraph C.7 (the "Class Action Waiver"), the last sentence of Paragraph C.13 and/or this sentence); all such disputes are for a court and not an arbitrator to decide. However, any dispute or argument that concerns the validity or enforceability of the Agreement as a whole is for the arbitrator, not a court, to decide. 4. Starting an Arbitration: Arbitration may be elected by any party with respect to any Claim, even if that party has already initiated a lawsuit with respect to a different Claim. Arbitration is started by giving a written demand for arbitration to the other party. We will not demand to arbitrate an individual Claim that you bring against us in small claims court or your state’s equivalent court, if any. But if that Claim is transferred, removed or appealed to a different court, we then have the right to demand arbitration. 5. Choosing the Administrator: "Administrator" means the American Arbitration Association ("AAA"), 000 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, xxx.xxx.xxx; JAMS, 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, xxx.xxxxxxx.xxx; or any other company selected by mutual agreement of the parties. If both AAA and JAMS cannot or will not serve and the parties are unable to select an Administrator by mutual consent, the Administrator will be selected by a court. The arbitrator will be appointed by the Administrator in accordance with the rules of the Administrator. However, the arbitrator must be a retired or former judge or a lawyer with at least 10 years of experience. You get to select the Administrator if you give us written notice of your selection with your notice that you are electing to arbitrate any Claim or within 20 days after we give you notice that we are electing to arbitrate any Claim (or, if you dispute our right to require arbitration of the Claim, within 20 days after that dispute is finally resolved). If you do not select the Administrator on time, we may do it. Notwithstanding any language in this Arbitration Provision to the contrary, no arbitration may be administered, without the consent of all parties to the arbitration, by any Administrator that has in place a formal or informal policy that is inconsistent with the Class Action Waiver. 6.

  • Released Claims means all Released Defendants’ Claims and all Released Plaintiffs’ Claims.

  • Settled Claims means any and all actions, claims, debts, demands, duties, obligations, sums of money, suits, contracts, agreements, promises, damages, causes of action and rights and liabilities whatsoever (including, but not limited to, any claims for damages, interest, attorneys’ fees, expert or consulting fees and any other costs, expenses, losses, or liabilities whatsoever), whether based on federal, state or local statute or common law, rule or regulation, foreign or domestic, at law or in equity, matured or unmatured, foreseen or unforeseen, known or unknown, suspected or unsuspected, contingent or non-contingent, whether class or individual in nature, against the Released Parties, belonging to Plaintiff or to any other Class Member and/or their present or past heirs, executors, estates, administrators, predecessors, successors, assigns or to any other Person claiming through or on behalf of them (collectively, the “Releasing Persons”), that (i) have been asserted in this Action, or (ii) could have been asserted in this Action or in any other court, tribunal, proceeding or forum against the Released Parties, and that (x) arise out of, are based upon, or relate in any way to any of the claims or allegations in the Action including any of the acts, facts, events, disclosures, or omissions alleged in the Action, and (y) that relate to the purchase or acquisition of Cliffs Depositary Shares pursuant or traceable to the Company’s February 12, 2013 Offering and its associated Registration Statement. “Settled Claims” includes “Unknown Claims” as defined below. Excluded from Settled Claims are claims relating to the enforcement of the Stipulation or the Settlement.

  • Insured Claims means those Liabilities that, individually or in the aggregate, are covered within the terms and conditions of any of the Company Policies, whether or not subject to deductibles, co-insurance, uncollectability or retrospectively-rated premium adjustments, but only to the extent that such Liabilities are within applicable Company Policy limits, including aggregates.

  • Released Class Claims means the claims being released as described in Paragraph 6.2 below.

  • Agreed Claims shall have the meaning set forth in Section 8.6(c).

  • Tax Claims means any Claim against the Participating CCAA Parties (or any one of them) for any Taxes in respect of any taxation year or period ending on or prior to the applicable Filing Date, and in any case where a taxation year or period commences on or prior to the applicable Filing Date, for any Taxes in respect of or attributable to the portion of the taxation period commencing prior to the applicable Filing Date and up to and including the applicable Filing Date. For greater certainty, a Tax Claim shall include, without limitation, (a) any and all Claims of any Taxing Authority in respect of transfer pricing adjustments and any Canadian or non- resident Tax related thereto, and (b) any Claims against any BL/Wabush Released Party in respect of such Taxes;

  • Unresolved Claim means a Claim, which at the relevant time, in whole or in part: (a) has not been Finally Determined to be a Proven Claim in accordance with the Amended Claims Procedure Order and this Plan; (b) is validly disputed in accordance with the Amended Claims Procedure Order; and/or (c) remains subject to review and for which a Notice of Allowance or Notice of Revision or Disallowance (each as defined in the Amended Claims Procedure Order) has not been issued to the Creditor in accordance with the Amended Claims Procedure Order as at the date of this Plan, in each of the foregoing clauses, including both as to proof and/or quantum;

  • Excluded Claims means (a) a party’s breach of its obligations in Section 5 (Confidential Information) (but excluding obligations and/or claims relating to Customer Data); (b) either party’s express obligations under Section 11 (Indemnification); and (c) liability which, by law, cannot be limited.

  • Incurred claims means total claims paid during the experience period, adjusted for the change in claim reserve. (7-1-93)

  • Related Claims means all Claims for Wrongful Acts that have as a common nexus any fact, circumstance, situation, event, transaction, cause or series of related facts, circumstances, situations, events, transactions or causes.

  • Indemnified Claims shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Contractor, the Contractor’s subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non- conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard.

  • Covered claim means the following:

  • Disputed Claims Reserve means a reserve of Cash that may be funded on or after the Effective Date pursuant to Article VII.E hereof.

  • Litigation Claims means the claims, rights of action, suits or proceedings, whether in law or in equity, whether known or unknown, that any Debtor or any Estate may hold against any Person or Entity, including, without limitation, the Causes of Action of the Debtors or their Estates, in each case solely to the extent of the Debtors’ or their Estates’ interest therein. A non-exclusive list of the Litigation Claims held by the Debtors as of the Effective Date will be Filed with the Plan Supplement, which will be deemed to include any derivative actions filed against any Debtor as of the Effective Date.

  • Approved Claims means complete and timely claims, submitted by Settlement Class Members, that have been approved for payment by the Settlement Administrator.

  • Disputed Claim means any Claim that is not Allowed.

  • Released Claim means the matters that are subject to release and discharge pursuant to ARTICLE 10 hereof;

  • Unsecured Claims means claims which are not secured by any property of the Debtor’s Estate and which are not part of any other class defined in this Plan.

  • Affected Claim means any Claim other than an Unaffected Claim;

  • Section 510(b) Claims means any Claim against any Debtor: (a) arising from the rescission of a purchase or sale of a Security of any Debtor or an affiliate of any Debtor; (b) for damages arising from the purchase or sale of such a Security; or (c) for reimbursement or contribution Allowed under section 502 of the Bankruptcy Code on account of such a Claim; provided that a Section 510(b) Claim shall not include any Claims subject to subordination under section 510(b) of the Bankruptcy Code arising from or related to an Interest.

  • DIP Claims means, collectively, the DIP ABL Claims and the DIP Term Loan Claims.

  • Exculpated Claim means any Claim related to any act or omission in connection with, relating to, or arising out of the Debtors' in or out of court restructuring, the Chapter 11 Cases, formulation, preparation, dissemination, negotiation, or filing of the Disclosure Statement, the Plan, the settlement of Claims or renegotiation of Executory Contracts or Unexpired Leases, the negotiation of the Plan, the DIP Credit Agreement, the Plan Supplement, the Exit Facility Credit Agreement, or any contract, instrument, release, or other agreement or document created or entered into in connection with the Disclosure Statement or Plan, the filing of the Chapter 11 Cases, the pursuit of Confirmation, the pursuit of consummation of the Plan, the administration, consummation, and implementation of the Plan, the distribution of property under the Plan, or any transaction contemplated by the Plan or Disclosure Statement, or in furtherance thereof; provided, however, that Exculpated Claims shall not include any claim arising out of any act or omission that is determined in a Final Order to have constituted gross negligence, willful misconduct, or intentional fraud to the extent imposed by applicable non-bankruptcy law. For the avoidance of doubt, no Cause of Action, obligation or liability expressly set forth in or preserved by the Plan or the Plan Supplement constitutes an Exculpated Claim.

  • Retained Causes of Action means those Causes of Action that shall vest in the Reorganized Debtors on the Effective Date, which, for the avoidance of doubt, shall not include any of the Causes of Action that are settled, released or exculpated under the Plan.

  • Secured Claims means Claims held by “secured creditors” as defined in the CCAA, including Construction Lien Claims, to the extent of the Allocated Value of the Property securing such Claim, with the balance of the Claim being a Deficiency Claim, and amounts subject to section 6(6) of the CCAA;