EXCLUSIONS & CONDITIONS Clause Samples

The "Exclusions & Conditions" clause defines specific circumstances, items, or situations that are not covered by the agreement, as well as any requirements or limitations that must be met for the agreement to apply. In practice, this clause might list particular types of damages, events, or products that are excluded from coverage, or set forth conditions such as compliance with certain procedures or timelines. Its core function is to clearly delineate the boundaries of the parties' obligations and liabilities, thereby reducing ambiguity and managing risk by specifying what is and is not included under the contract.
EXCLUSIONS & CONDITIONS. (A) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Services, Premier Foods’ central supplier of temporary labour, will not agree to novate their contracts so provision for any temporary labour will have to be made by the Purchaser within the first two weeks following Completion. (B) Premier Foods will not supply any information in respect of contract or commercial arrangements which are not transferring to the Purchaser. (C) Subject to Schedule 10, to the extent that the Premier Foods is invoiced on a group-wide basis in respect of goods and services provided to the Business the Purchaser shall reimburse Premier Foods to the extent that such goods and services are properly attributable to the Business.
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EXCLUSIONS & CONDITIONS. (A) Premier Foods is not responsible for maintaining physical access and environments of any computer rooms at the Histon Site. (B) Printing consumable costs. (C) Mobile phone usage costs. (D) International call charges from landline phones. (E) Conference call provision (MeetingZone facility will not be extended to the Purchaser). (F) Blueprinting support, workshops or transition activities can be made available at the Purchaser's cost. (G) Certain employees (including HR, finance and senior management) or the Purchaser organisation who require access to Premier Foods' systems containing sensitive information during the TSA period, will be required to sign an NDA. (H) This service 6 governs the provision of systems and infrastructure – Business processes are run elsewhere in the Business, and are not included in the IT services. (I) Any new hardware will be provided by Premier Foods and charged at cost to the Purchaser or may be purchased by the Purchaser (at the Purchaser’s cost) provided it meets Premier Food's specification for that hardware. (J) A small number of specific Lotus Notes applications (e.g. capital authorisation, disposal of surplus goods and materials, early releases of products, technical databases) will not work due to PF authorisation limitations. Details to be provided prior to Completion. (K) Premier Foods will require regular maintenance windows which will be communicated in advance. #PageNum# (L) If Premier Foods upgrades a group-wide application, the Purchaser shall migrate onto the upgraded application provided that it receives at least 30 days' notice of such upgrade, setting out full details thereof, and receives appropriate training in advance (at Premier Foods' cost).Premier Foods will provide details of the forward plan prior to Completion. (M) For the avoidance of doubt, Premier Foods shall not be responsible for any breach of its obligations to provide any IT services to the extent that such breach is directly attributable to alterations made by the Purchaser, or made by Premier Foods at the Purchaser’s request or instruction, to the local network and /or IT infrastructure. (N) If the ISC Service operates 12 months after Completion (or where the Transitional Services to be provided by Premier Foods under this Agreement are extended to 18 months after Completion, in such case 18 months after Completion), and if any hardware/software used to provide the Business is no longer used by any member of the Premier Foods Group, the...
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EXCLUSIONS & CONDITIONS. The warranties contained in this document do not cover, nor is Hearthstone responsible for:
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EXCLUSIONS & CONDITIONS. (A) No regulatory, specification or supplier audit service provided other than handover of current workload. (B) Any fees charged or incurred by any third parties in relation to any data transfers shall be excluded and shall be for the Purchaser’s account, including: #PageNum#
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Related to EXCLUSIONS & CONDITIONS

  • EXPRESS CONDITIONS A. The Employee will not receive compensation until they begin contracted service for the Board. B. Regardless of any board policy or term of this contract, the Board may, with two (2) weeks’ notice, lay-off or furlough the Employee with or without benefits and/or salary should the Board determine, in its sole discretion that exigent economic circumstances exist or that such a lay- off or furlough is in the best interests of the College. The Employee may be laid-off or furloughed to part-time status. If the Employee is laid off or furloughed to part-time status, the Employee will be paid salary pro rata, based on the Employee’s full-time salary. For Employees laid-off or furloughed to part-time status, the Board will determine whether benefits will be granted on a pro rata basis or continued in full for the duration of the lay-off or furlough. C. The Employee’s employment may be terminated with cause, or whenever in the discretion and judgment of the President or designee, if the Employee has failed to meet the performance expectations or productivity goals set by the College, including, but not limited to, income generating goals.

  • Claims Conditions a. In the event You incur a loss You must notify Us by providing the following: i. A completed claim form with Us, as soon as practicable. ii. Invoices from Your treating Veterinarian listing the services performed, products provided and the itemized charges for Treatment, including packages and/or discounts. iii. A payment receipt when submitting a handwritten invoice. If payment receipt is not provided the invoice will be verified with Your Veterinarian prior to claim processing. b. We reserve the right to ask for information from any Veterinarian that has ever seen Your Pet(s) in order to assess its health. c. We, at Our expense, have the right to have any covered Pet(s) examined by a Veterinarian of Our choice as often as reasonably necessary while a claim is pending. d. If You disagree with the decision made by Us, You have the right to an appeal. Any claim submitted for reconsideration must be submitted within sixty days (60), or as soon as reasonably practicable, of the decision and must be in writing on a Claims Redetermination Request Form. If the appeal is regarding a disagreement over medical facts, rather than Policy coverage or terms, We may, at Our own discretion, consult with an impartial Veterinarian selected by Us, who is independent and not controlled by Us, to conduct a review. Any such redetermination by the impartial Veterinarian will be binding on Us. e. If We pay a claim contrary to this Policy’s terms and conditions, that payment does not waive Our rights to apply those terms and conditions to any paid or any future claim. We also have the right to stop payment or recover from You any claim amount paid incorrectly. f. If You or anyone acting on Your behalf submits a fraudulent claim, all pending and future benefits under the Policy will be lost with respect to the Policy. g. No action can be taken against Us unless You have complied with all of the terms and conditions of this Policy, and ninety-one

  • Terms & Conditions The Contractor agrees to comply with the Terms and Conditions.

  • Vendor’s Conditions The Vendor shall not be obligated to complete the Transaction unless, at or before the Closing Time, each of the conditions listed below in this section has been satisfied, it being understood that the said conditions are included for the exclusive benefit of the Vendor: (a) The representations and warranties of YC in this Agreement shall be true and correct on the Closing Date. (b) YC shall have performed and complied with all of the terms and conditions in this Agreement and the Payment Undertaking on its part to be performed or complied with on or before the Closing Date. (c) As evidence of the satisfaction of the conditions in sections 7.1 (a) and (b), YC shall deliver to the Vendor at the Closing Time a certificate of YC confirming the matters in sections 7.1 (a) and (b) and to the effect that as of the Closing Time all other conditions set forth in this section have been satisfied. The certificate shall be signed by two senior executive officers of YC acceptable to the Vendor, acting reasonably. Notwithstanding the foregoing, the receipt of such certificate and the completion of the Transaction shall not constitute a waiver (in whole or in part) of, or have the effect of modifying or qualifying in any way, any of the representations and warranties of YC made in or pursuant to this Agreement, each of which shall survive the Closing and remain in full force and effect for the benefit of the Vendor as provided in Article 9. (d) YC and the Buyer shall have delivered to the Vendor a legal opinion from counsel acceptable to the Vendor, acting reasonably, and in form and content satisfactory to the Vendor subject to reasonable qualifications, as to the due incorporation and organization of YC and the Buyer, the corporate power and authority of YC and the Buyer, the receipt of all necessary approvals by YC and the Buyer and the enforceability of this Agreement, the Payment Undertaking and the Covenant Escrow Agreement as against YC and the Buyer and the non-conflict of this Agreement, the Payment Undertaking and the Covenant Escrow Agreement with respect to the constating documents of YC and the Buyer and any Applicable Laws. (e) The Vendor Regulatory Approval shall have been granted, obtained and received unconditionally or on terms satisfactory to the Vendor, acting reasonably. (f) No Order shall have been made and no Legal Proceeding shall have been commenced or shall be pending or threatened against the other Party or its affiliates or which enjoins, restricts or prohibits, or which asserts a claim or seeks a remedy that would have the effect of enjoining, restricting or prohibiting the completion of the Transaction. If any condition in this section has not been fulfilled on or before the Closing Date or if any such condition is or becomes impossible to satisfy, other than as a result of the failure of the Vendor to comply with its obligations under this Agreement, then the Vendor in its sole discretion may, without limiting any rights or remedies available to the Vendor at law or in equity, either terminate this Agreement by written notice to YC, in which case the provisions of sections 2.5(c)(iii), (iv) or (v) shall be applicable, or waive compliance with any such condition without prejudice to its right of termination in the event of non-fulfilment of any other condition.

  • Effectiveness Conditions This Amendment shall be effective upon the completion of the following conditions precedent (all agreements, documents and instruments to be in form and substance satisfactory to Agent and Agent’s counsel): (a) Execution and delivery by Borrower, Guarantors and Lenders of this Amendment to Agent; (b) Execution and/or delivery by the parties of all other agreements, instruments and documents requested by Agent to effectuate and implement the terms hereof and the Existing Loan Documents.