4Limitations. The Lien on Collateral granted hereunder and under the other Loan Documents is given as security only and shall not subject Agent or any Lender to, or in any way modify, any obligation or liability of Obligors relating to any Collateral. In no event shall any Obligor’s grant of a Lien under any Loan Document secure its Excluded Swap Obligations.
4Limitations. Nothing in this Agreement is intended to affect any other agreement by and among the NYISO, Connecting Transmission Owner and the Interconnection Customer, except as otherwise expressly provided herein.
1. 5Responsibilities of the Parties
4Limitations. 12.4.1 The Company does not provide personalized investment recommendations, investment advice, tax-related advice or other financial-related advice of any kind. Any explanation or information which the Company gives to you as part of a copy trade, or about the performance of the copy trade, is not intended to be and should not be considered as advice. This information is provided by the Company solely for informational purposes.
12.4.2 You should use any information gathered from our website as a starting point for your own independent research and investment decision making. However, you should not make investment decisions based on information provided on the Company’s platform.
12.4.3 The Company will take reasonable steps to monitor the performance of any copied trader, as well as the performance of the different trading strategies and portfolios. We reserve the right to pause, stop, or block: a) any Partner of the Company from being copied;
4Limitations. All Returns. Returns will be authorized provided the Product is contained within the Cypress Distributor Cost List and shall exclude devices listed as NCNR, devices with the letters “CS”, “CG” and “CP” as part of the marketing part number. The return of discontinued Products is acceptable only during specified time periods designated by the Cypress Distributor Cost List and associated memorandum that is supplied to the Distributor periodically.
7. INITIAL STOCK/NEW PRODUCTS ORDER 7.1Distributor may elect to return to Cypress, for credit, any and all of such Products purchased in the initial stock/new Products order. The inventory will be fully (100%) returnable at the end of (1) year based on purchase order date at Distributor’s request. Initial Stock/New Product returns shall be considered distinct and separate from standard inventory stock rotation terms and limitations. For purposes hereof, the term “Initial Stock/New Products order” shall mean and is limited to any and all Products ordered by Distributor and accepted by Cypress clearly identified as an Initial Stock/New Products order.
8. CREDITS AND ALLOWANCE [***]
4Limitations. Nothing contained herein will restrict or impair, in any way, the right of Atara or Institute to use or disclose any of the other Party’s Confidential Information:
(a) that recipient can demonstrate by written records was previously known to it prior to its disclosure by the disclosing Party;
(b) that recipient can demonstrate by written records is now, or becomes in the future, public knowledge other than through acts or omissions of recipient;
(c) that recipient can demonstrate by written records was obtained lawfully and without restrictions on the recipient from sources independent of the disclosing Party; and
(d) that a Party is required to disclose pursuant to applicable law, rule or regulation.
4Limitations. The license granted herein allows use of the Licensed Marks only in connection with Products certified as set forth in Section 2.3 herein, and otherwise in accordance with the usage and advertising guidelines for the Licensed Marks (the “Usage Guidelines”) attached to this Agreement as Appendix B and as revised by Red Tomato and provided to Grower from time to time. Grower is not permitted to use the Licensed Marks other than in connection with the Products.
1. 5Adequate Remedy: Grower acknowledges that any misuse or infringement of Red Tomato’s rights in the Licensed Marks may cause Red Tomato irreparable harm for which damages would not be an adequate remedy. Xxxxxx agrees that Red Tomato is entitled to obtain injunctive relief to restrain any such misuse or infringement.
4Limitations. The following provisions of this Section 7.4 shall limit the indemnification obligations hereunder:
(a) The representations and warranties set forth in this Agreement shall survive the Closing until 5:00 p.m., Dallas, Texas time, on the first anniversary of the Closing Date; provided, however, that (i) any representation and warranty that is the subject of a Claim for indemnification hereunder which Claim was timely made pursuant to Section 7.4(b) shall survive with respect to such Claim until such Claim is finally paid or adjudicated and (ii) the Fundamental Representations shall survive indefinitely.
(b) The Indemnifying Party shall not be liable for any Indemnified Costs pursuant to this Article VII unless a written Claim for indemnification in accordance with Section 7.2 or Section 7.3 is given by the Indemnified Party to the Indemnifying Party with respect thereto on or before 5:00 p.m., Dallas, Texas time, on or prior to the first anniversary of the Closing Date; provided, however, that written Claims for indemnification for Indemnified Costs arising out of (i) a breach of any covenant made in this Agreement, (ii) the Excluded Assets, (iii) the Excluded Liabilities, or (iv) any representation or warranty contained in Sections 4.1, 4.2, 4.5, 4.17, 5.1, 5.2 and 5.5 (the “Fundamental Representations”) may be made at any time.
(c) An Indemnifying Party shall not be obligated to pay for any Indemnified Costs under this Article VII until the amount of all such Indemnified Costs exceeds, in the aggregate, One Million One Hundred Twenty-Five Thousand and No/100 Dollars ($1,125,000.00), in which event the Indemnifying Party shall pay or be liable for only such Indemnified Costs in excess of such amount. The aggregate liability of an Indemnifying Party under this Article VII shall not exceed Five Million Six Hundred Twenty-Five Thousand and No/100 Dollars ($5,625,000.00). The limitations in the previous two sentences shall not apply to Indemnified Costs to the extent such costs arise out of (i) a breach of any covenant, (ii) a breach of any Fundamental Representation, or (iii) in the case of Buyer, for any Buyer Indemnified Costs arising out of or related in any way to the Excluded Assets or Excluded Liabilities. In addition, for purposes of this Article VII, applying the limitations set forth in this Section 7.4(c), and the determination of Indemnified Costs attributable to a breach of any representation or warranty set forth in this Agreement, the terms “Mat...
4Limitations. Except as expressly provided in this Agreement, neither Party makes any representations or warranties, express or implied, either in fact or by operation of applicable law. Specifically, AbbVie makes no representation that, as of the License Entry Date, Coherus or its Sublicensees will be able to launch the Coherus Biosimilar Product. The Parties herein acknowledge that the ability of Coherus or its Sublicensees to launch the Coherus Biosimilar Product may be limited by (a) the FDA's failure to finally approve, or revocation of approval of, the Coherus Biosimilar Product; (b) the inability of Coherus or its Sublicensees to manufacture, package, and otherwise prepare a sufficient amount of the Coherus Biosimilar Product by the License Entry Date; or (c) other situations not currently within the Parties' contemplation. Without limiting any other provision of this Agreement, AbbVie therefore makes no warranty and no representation with respect to the actual date that the Coherus Biosimilar Product will be available for sale.
4Limitations. Nothing contained herein will restrict or impair, in any way, the right of the Licensee or Institute to use or disclose any of the other Party’s Confidential Information:
(a) that recipient can demonstrate by written records was previously known to it prior to its disclosure by the disclosing Party;
(b) that recipient can demonstrate by written records is now, or becomes in the future, public knowledge other than through acts or omissions of recipient;
(c) that recipient can demonstrate by written records was obtained lawfully and without restrictions on the recipient from sources independent of the disclosing Party; and
(d) that a Party is required to disclose pursuant to applicable law, rule or regulation. The Licensee or Institute also may disclose Confidential Information that is required to be disclosed: (i) to a governmental entity or agency in connection with seeking any governmental or regulatory approval, governmental audit, or other governmental contractual requirement; or (ii) by law, provided that the recipient uses reasonable efforts to give the party owning the Confidential Information sufficient notice of such required disclosure to allow the party owning the Confidential Information reasonable opportunity to object to, and to take legal action to prevent, such disclosure. Notwithstanding anything to the contrary in this Agreement, Licensee may disclose Confidential Information it receives pursuant to this Agreement, to its actual or potential investors, acquirors, advisors, Sublicensees, consultants and employees who are bound by obligations of confidentiality with respect thereto.
4Limitations. THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ARTICLE 8 ARE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES MADE BY EACH PARTY TO THE OTHER AND NEITHER PARTY MAKES ANY OTHER REPRESENTATIONS, WARRANTIES OR GUARANTEES OF ANY KIND WHATSOEVER, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.
