Exception Matters Clause Samples

The "Exception Matters" clause defines specific circumstances or conditions under which the general terms of an agreement do not apply. In practice, this clause outlines particular exceptions, such as regulatory requirements, force majeure events, or other unique situations that override standard obligations. Its core function is to provide clarity and flexibility by explicitly stating when and how exceptions to the contract's main provisions are permitted, thereby reducing ambiguity and potential disputes.
Exception Matters. Neither Seller shall have any liability or obligation whatsoever to Buyer with respect to any Exception Matters, and Buyer represents and warrants to Sellers that Buyer has no knowledge of any Exception Matters as of the Effective Date. If Buyer first obtains knowledge of any Exception Matters following the Effective Date but prior to the Closing and such Exception Matters materially and adversely affect the value to Buyer of the transactions contemplated by this Agreement, then Buyer shall provide written notice thereof to Sellers describing such Exception Matters in reasonable detail and Sellers shall have the right (but not the obligation) to cure such Exception Matters within five (5) business days following receipt of such notice (the “Exception Matter Cure Period”). If Sellers fail to cure such Exception Matters or Sellers deliver written notice to Buyer electing not to cure such Exception Matters within the Exception Matter Cure Period, then Buyer shall have the right, as its sole and exclusive remedy with respect thereto, to terminate this Agreement by delivering written notice thereof to Sellers within two (2) business days following the earlier to occur of the expiration of the Exception Matter Cure Period or Buyer’s receipt of notice from Sellers electing not to cure the applicable Exception Matters. If Buyer timely delivers such a termination notice to Sellers as aforesaid, then the parties shall jointly instruct Escrow Agent to release the Deposit to Buyer, this Agreement shall terminate, and no party shall have any further obligations or rights hereunder, except for those obligations and rights which expressly survive the termination of this Agreement. To the extent the Closing is scheduled to occur prior to the expiration of the second (2nd) business day following the earlier to occur of the expiration the Exception Matter Cure Period or Buyer’s receipt of notice from Sellers electing not to cure the applicable Exception Matters, then the Closing Date shall be extended until the fourth (4th) business day following the earlier to occur of the expiration of the Exception Matter Cure Period or Buyer’s receipt of notice from Sellers electing not to cure the applicable Exception Matters.
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Exception Matters. As used in this Contract, the term “Exception Matter” means a matter disclosed to Buyer in the Due Diligence Materials or in writing or discovered by Buyer before the Closing, that would make a representation or warranty of Seller contained in this Contract untrue or incorrect, including, without limitation, matters disclosed in writing to Buyer by Seller, or information obtained from interviews with the Local Property Manager, or from any other person. Buyer shall promptly notify Seller in writing of any Exception Matter of which Buyer obtains knowledge before the Closing. If the Buyer Group obtains knowledge of any Exception Matter before the Closing, but Buyer proceeds with the acquisition of the Property, Buyer shall consummate the acquisition of the Property subject to such Exception Matter and Seller shall have no liability with respect to such Exception Matter, notwithstanding any contrary provision, covenant, representation, or warranty contained in this Contract or in any other documents executed and delivered by Seller in connection with the Closing.
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Exception Matters. (a) As used herein, the term "Exception Matter" shall refer to a matter disclosed to the Transferee in writing by the Contributor after the Effective Date hereof and before the Closing, that constitutes, as of the date of this Agreement, a breach of a representation or warranty of the Contributor contained in this Agreement or in any document or instrument delivered pursuant hereto. Under no circumstances shall the Contributor have any obligation to cure or remedy any Exception Matter.
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Exception Matters. As used herein, the term “Exception Matter” shall mean and refer to a matter that would make a representation or warranty of Seller contained in this Agreement untrue or incorrect. If Purchaser obtains actual knowledge of any Exception Matter before the Closing, but nonetheless elects to proceed with the acquisition of the Acquired Assets, Purchaser shall consummate the acquisition of the Acquired Assets subject to such Exception Matter and Seller shall have no liability with respect to such Exception Matter, notwithstanding any contrary provision, covenant, representation or warranty contained in this Agreement or any documents executed by Seller in connection with the Closing.
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Related to Exception Matters

  • Transition Matters The Consultant shall render such ------------------ services to Purchaser as the Consultant and the President of the Purchaser (or his designee) shall mutually agree with respect to (i) Purchaser and Company business matters relating to the transition period prior to and following the Merger and (ii) integration of the business of the Company with the business of Purchaser.

  • Union Matters An accurate list and description (in all material respects) of all union contracts and collective bargaining agreements of TBAY, if any. (Schedule Q.)

  • Litigation Matters If the FDIC Party and the Assuming Institution do not agree to submit the Dispute Item to arbitration, the Dispute Item may be resolved by litigation in accordance with Federal or state law, as provided in Section 13.10 of the Purchase and Assumption Agreement. Any litigation shall be filed in a United States District Court in the proper district.

  • Pension Matters Schedule 7.17 sets forth, as of the Closing Date, a complete and correct list of, and that separately identifies, (i) all Title IV Plans, (ii) all Multiemployer Plans and (iii) all material Benefit Plans. Each Benefit Plan, and each trust thereunder, intended to qualify for tax exempt status under Section 401 or 501 of the Code or other Laws so qualifies. Except for those that could not, in the aggregate, reasonably be expected to result in a Material Adverse Effect, (x) each Benefit Plan is in compliance with applicable provisions of ERISA, the Code and other Laws, (y) there are no existing or pending (or to the knowledge of any Obligor or any of its Subsidiaries, threatened) claims (other than routine claims for benefits in the normal course), sanctions, actions, lawsuits or other proceedings or investigation involving any Benefit Plan to which any Obligor or Subsidiary thereof incurs or otherwise has or could have an obligation or any liability or Claim and (z) no ERISA Event is reasonably expected to occur. The Borrower and each of its ERISA Affiliates has met all applicable requirements under the ERISA Funding Rules with respect to each Title IV Plan, and no waiver of the minimum funding standards under the ERISA Funding Rules has been applied for or obtained. As of the most recent valuation date for any Title IV Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is at least sixty percent (60%), and neither any Obligor nor any of its ERISA Affiliates knows of any facts or circumstances that could reasonably be expected to cause the funding target attainment percentage to fall below sixty percent (60%) as of the most recent valuation date. As of the Closing Date, no ERISA Event has occurred in connection with which obligations and liabilities (contingent or otherwise) remain outstanding. No ERISA Affiliate would have any Withdrawal Liability as a result of a complete withdrawal from any Multiemployer Plan on the date this representation is made.

  • Indemnification Matters The Company hereby acknowledges that one (1) or more of the directors nominated to serve on the Board of Directors by the Investors (each a “Fund Director”) may have certain rights to indemnification, advancement of expenses and/or insurance provided by one or more of the Investors and certain of their affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees (a) that it is the indemnitor of first resort (i.e., its obligations to any such Fund Director are primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by such Fund Director are secondary), (b) that it shall be required to advance the full amount of expenses incurred by such Fund Director and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of any such Fund Director to the extent legally permitted and as required by the Company’s Certificate of Incorporation or Bylaws of the Company (or any agreement between the Company and such Fund Director), without regard to any rights such Fund Director may have against the Fund Indemnitors, and, (c) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Fund Indemnitors on behalf of any such Fund Director with respect to any claim for which such Fund Director has sought indemnification from the Company shall affect the foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such Fund Director against the Company.