Company Limitations Sample Clauses

Company Limitations. This Agreement is executed by the Company with respect to each of the Funds and the obligations hereunder are not binding upon any of the Directors, officers or shareholders of the Company individually but are binding only upon the Fund to which such obligations pertain and the assets and property of such Fund. All obligations of the Company under this Agreement shall apply only on a Fund-by-Fund basis, and the assets of one Fund shall not be liable for the obligations of another Fund. The Fund’s Articles of Incorporation is on file with the State of Maryland.
Sample 1Sample 2Sample 3See All (5)
AutoNDA by SimpleDocs
Company Limitations. COMPANY will not take legal action or threaten legal action in any specific case without AGENCY'S prior approval.
Sample 1Sample 2Sample 3
Company Limitations. (i) The Company hereby agrees that, until the earlier to occur of the Extra Underwriting End Date and the Initial Liquidity Date, it will not (i) sell any shares of Common Stock other than (A) pursuant to the Merger, (B) to the Carell Holders, to the extent the issuance of such shares of Common Stock is required by Section 5.14 of the Merger Agreement, (C) pursuant to mergers, acquisitions and purchases involving the Company and/or its Affiliates whereby the Company issues shares of Common Stock which are not registered under the Securities Act and which either (1) have an aggregate value of no more than $10 million (where the value of a share of Common Stock issued pursuant to a given transaction is determined based on the closing price per share of Common Stock on the trading day immediately preceding the date on which such transaction occurred), or (2) are not transferable by the holders thereof for at least two years from the respective dates of issuance, or (D) upon exercise of options or conversion of other securities outstanding as of the date of this Agreement, or options or other securities issued to employees, officers and directors after the date of this Agreement in the ordinary course of business consistent with past practice, with or without registration under the Securities Act, without first providing for the sale of Registrable Securities as contemplated by Section 3(a)(ii), (ii) permit any Underwritten Offering, not for the account of the Company, involving the sale of shares of Common Stock other than the Initial Underwriting, the Extra Underwriting, the TIPS Registration Statement and any Underwritten Offering required by the Kinnxx Xxxistration Rights, (iii) grant to any Holder, or any Person included within the Carell Holders, registration rights not provided for in this Agreement as of the date hereof, or waive any conditions herein with respect to any Holder, or any Person included within the Carell Holders, without waiving such conditions with respect to all other Holders, (iv) otherwise facilitate a sale by any Person with the Holders of shares of Common Stock, (v) grant registration rights to any Person which would permit such Person to participate in the Initial Underwriting, the Shelf or the Extra Underwriting, or to have such Person's shares of Common Stock registered for resale, prior to the Initial Liquidity Date, or (vi) grant to any Person registration rights that contemplate Underwritten Offerings which preclude the exerc...
Sample 1
Company Limitations. Subject to Section 8.6(e), the Company Indemnified Parties shall not be entitled to indemnification with respect to any claim for indemnification made pursuant to Section 8.3(b)(i) (i) unless and until the Losses associated with all claims for indemnification made pursuant to Section 8.3(b)(i) incurred by the Company Indemnified Parties aggregate at least the Threshold Amount, after which point Purchaser shall be required to provide indemnification with respect to all indemnifiable Losses with respect to any claim for indemnification made pursuant to Section 8.3(b)(i) that are in excess of the Threshold Amount or (ii) in an aggregate amount in excess of the Indemnification Cap; provided that, the foregoing limitations shall not apply to the failure of Parent, Purchaser and Merger Sub to pay the Merger Consideration.
Sample 1
Company Limitations. Upon the exercise of a Redemption Right (as such term is defined in the partnership agreement of the Operating Partnership in effect as of the date hereof) by any of the Contributors in connection with the OP Units granted under this Agreement, the Company agrees that it will be prohibited from issuing REIT Shares (as such term is defined in the partnership agreement of the Operating Partnership in effect as of the date hereof) to such Contributors, until the stockholders of the Company have approved the issuance of REIT Shares to the Contributors. The Company agrees that it will also be prohibited from permitting any of the Contributors to exercise a Redemption Right in connection with the OP Units granted under this Agreement before such time as the OP Units granted under this Agreement have been outstanding for one year.
Sample 1

Related to Company Limitations

  • Liability Limitations This paragraph limits the liabilities arising under this Agreement or any SOW and is a bargained-for and material part of our business relationship with you. You acknowledge and agree that Verticomm would not enter into any SOW or this Agreement unless Verticomm could rely on the limitations described in this paragraph. In no event shall either party be liable for any indirect, special, exemplary, consequential, or punitive damages, such as lost revenue, loss of profits (except for fees due and owing to Verticomm), savings, or other indirect or contingent event-based economic loss arising out of or in connection with this Agreement, any SOW, or the Services, or for any loss or interruption of data, technology or services, or for any breach hereof or for any damages caused by any delay in furnishing Services under this Agreement or any SOW, even if a party has been advised of the possibility of such damages; however, reasonable attorneys’ fees awarded to a prevailing party (as described below), your indemnification obligations, and any amounts due and payable pursuant to the non-solicitation provision of this Agreement shall not be limited by the foregoing limitation. Except for the foregoing exceptions, a responsible party’s (“Responsible Party’s”) aggregate liability to the other party (“Aggrieved Party”) for damages from any and all claims or causes whatsoever, and regardless of the form of any such action(s), that arise from or relate to this Agreement (collectively, “Claims”), whether in contract, tort, indemnification, or negligence, shall be limited solely to the amount of the Aggrieved Party’s actual and direct damages, not to exceed the amount of fees paid by you (excluding hard costs for licenses, hardware, etc.) to Verticomm for the specific Service upon which the applicable claim(s) is/are based during the three (3) month period immediately prior to the date on which the cause of action accrued. The foregoing limitations shall not apply to the extent that the Claims are caused by a Responsible Party’s willful or intentional misconduct, or gross negligence. Similarly, a Responsible Party’s liability obligation shall be reduced to the extent that a Claim is caused by, or the result of, the Aggrieved Party’s willful or intentional misconduct, or gross negligence.

  • Warranty Limitations This Contractual Warranty does not warrant uninterrupted or error-free operation of the Product or cover normal wear and tear of the Product or costs related to the removal, installation, or troubleshooting of the customer's electrical systems. The warranty claims that relate to defects caused by any of the following factors are not covered by the Contractual Warranty: • Improper Use or Non-compliance with installation, commissioning, operation or maintenance instructions (i.e. not according to the operation & installation manual) • Unauthorized modifications, changes or attempted repairs, • Vandalism, destruction through external influence and/or persons/animals • Use in an unsuitable environment, including any environment or location that causes excessive wear and tear or dirt or dust or debris buildup within the system or that is difficult or unsafe for Xantrex LLC representatives to access • Insufficient ventilation • Installation in a corrosive environment • Failure to observe applicable safety standards & regulations • Damages during transportation or storage • Force majeure, examples include, but not limited to: fire, flood, earthquakes, storm damage, overvoltage & lightning strikes • Exposure to fire, water, snow, moisture, or liquid ingress (except for any such exposure to environmental conditions that your Product was specifically designed to withstand as indicated in the applicable specifications for your Product) • Used as a component part of a product expressly warranted by another manufacturer • If the original identification (trade-mark, serial number) markings have been defaced, altered, or removed • Consumable components of any type are not covered, including but not limited to fans, fuses and filters etc. • Cosmetic shortcoming which do not impair the use of the product for the intended purpose i.e. supply of energy Warranty claims also exclude: • Damages arising due to the fact that the use of the product for the intended purpose is no longer possible or only possible with restrictions as a result of amendments to the statutory provisions applicable to the operation of the product made after the delivery of the product • Compensation for damages related to loss of power production or business operation or any expenses incurred by customer towards repair & replacement of the product (including but not limited to labor, transportation, temporary power) • Cost arising from changes to existing PV systems or building installations or vehicle or marine vessel installation and like • Additional costs and expenses (i.e. shipping costs, travel, accommodation, meals, etc.) arising due to remote locations of the indicated geographies, including but not limited to islands and overseas territories

  • Exceptions to Limitations These limitations of liability do not apply to breaches of confidentiality obligations, violations of a party’s Intellectual Property Rights by the other party, indemnification obligations, or Customer's payment obligations.

  • Other Limitations Notwithstanding anything to the contrary set forth in this Agreement, the amount of any Loss subject to indemnification pursuant to this ARTICLE VIII shall be calculated net of (a) any insurance proceeds actually received in cash (net of any applicable deductibles, co-payments, “retro premium” adjustments and similar costs or payments) by the Indemnified Party or any of its Affiliates on account of such Loss, (b) any Tax Benefits inuring to the Indemnified Party on account of such Loss and (c) any indemnification, contribution or other payment actually received in cash (net of any applicable costs of recovery or collection thereof) from any third Person with respect to such Loss. The Indemnified Party shall use its reasonable best efforts to (A) seek full recovery from any third parties and under all insurance policies covering, and all right to indemnification and/or contribution from third Persons in respect of, any Loss and (B) mitigate any actual or potential Loss, in each case to the same extent as it would if such Loss were not subject to indemnification pursuant to this ARTICLE VIII (including, for example, Buyer’s judgment regarding the impact such actions might have on customers and other third parties having material continuing business relationships with the Sold Companies). In the event that an insurance, indemnification, contribution or other recovery is made or a Tax benefit described in this Section 8.7(b) is realized by the Indemnified Party with respect to any Loss for which it has been indemnified pursuant to this ARTICLE VIII, then a refund equal to the aggregate amount of the recovery or benefit shall be paid promptly in immediately available funds to the Indemnifying Party that provided such indemnification to the Indemnified Party. If the Indemnified Party receives a Tax Benefit after an indemnification payment is made to it pursuant to this ARTICLE VIII, the Indemnified Party shall promptly pay to the Indemnifying Party that made such indemnification payment the amount of such Tax Benefit at such time or times as and to the extent that such Tax Benefit is realized by the Indemnified Party. For purposes hereof, “Tax Benefit” shall mean, with respect to any applicable Loss, any cash Tax savings or refunds that are received and actually recognized by the Indemnified Party in the tax year of the respective Loss, and any amounts actually credited against cash Taxes payable of the Indemnified Party in the tax year of the respective Loss, in each case determined on a with and without basis (comparing the actual cash Tax liability of the Indemnified Party for the applicable year against the hypothetical cash Tax liability of the Indemnified Party had such Loss not been incurred); provided, that no Tax Benefit shall be taken into account with respect to a Loss to the extent such Loss (or the receipt of an indemnity payment in respect of such Loss) would result in a reduction of Tax basis in depreciable or amortizable property; provided, further, that in no event shall the Tax Benefit be deemed to exceed the amount of any indemnification payment paid to the Indemnified Party. The Seller Indemnified Persons or the Buyer Indemnified Persons, as the case may be, shall not be entitled to recover more than once for the same Loss. No Seller Indemnified Person shall be entitled to recover any Loss if and to the extent such Loss is reflected in the calculation of Closing Indebtedness, Unpaid Sold Company Transaction Expenses or Closing Net Working Capital.

  • Exceptions and Limitations For the avoidance of doubt, where Exceptions and Limitations apply to Your use, this Public License does not apply, and You do not need to comply with its terms and conditions.

  • Usage Limitations You shall use best efforts to ensure that only Authorized Customer Support Users are provided access to the Service Desk Infrastructure and Student Support Services, including not causing or permitting third parties to access such infrastructure or services.

  • Transfer Limitations We may limit the dollar amount or the number of transfers from your account. Please consult your Truth-in-Savings Disclosure or your Electronic Fund Transfers Agreement and Disclosure.

  • DISCLAIMERS; EXCLUSIONS; LIMITATIONS Subject to §4, neither party makes any warranties (express, implied, or otherwise), including implied warranties of merchantability, non-infringement, fitness for a particular purpose, or title, related to its performance or anything else provided under this Agreement. Neither party will be liable for any special, incidental, punitive, or consequential damages of any kind for any reason whatsoever relating to this Agreement, even if such damages were reasonably foreseeable.

  • Transaction Limitations Once Your Account is established, You may not make additional deposits prior to the Maturity Date. Maturity Date. Your Account will mature after the term indicated on the accompanying Account Disclosure Rate Supplement.

  • Investment Limitations If the Custodian has otherwise complied with the terms and conditions of this Agreement in performing its duties generally, and more particularly in connection with the purchase, sale or exchange of securities made by or for a Portfolio, the Custodian shall not be liable to the applicable Fund and such Fund agrees to indemnify the Custodian and its nominees, for any loss, damage or expense suffered or incurred by the Custodian and its nominees arising out of any violation of any investment or other limitation to which such Fund is subject.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!