Conditions & Limitations Sample Clauses

Conditions & Limitations a) The warranty registration card must be completed by the initial owner and returned to the Company within 90 days of purchase. b) Installation and maintenance must be performed by an authorized and trained dealer in accordance with the Company’s instructions. c) This warranty is void where installation of the unit does not conform to all applicable codes including national and local gas appliance installation codes and building and fire codes. d) The owner must comply with all operating instructions. e) The Company is not responsible for the labor costs to remove defective parts or re-install repaired or replacement parts. f) The first purchaser or user of the unit will be responsible for any shipping charges for replacement parts as well as travel time incurred by the dealer to perform the warranty work. g) This warranty applies to non-commercial use and service and is void if it is apparent that there is abuse, misuse, alteration, improper installation, accident or lack of maintenance to the unit. h) This warranty does not cover damage to the unit through: i) Improper installation, operational or environmental conditions. ii) Inadequate ventilation in the area or competition for air from other household equipment or appliances. iii) Damage due to chemicals, dampness, condensation, or sulphur in the fuel supply lines which exceeds industry standards. i) This warranty does not cover glass, log breakage or damage to the unit while in transit. j) The Company does not allow anyone to extend, alter or modify this warranty and assumes no responsibility for direct, indirect or consequential damages caused by the unit. State or provincial laws where the first purchaser or user resides may provide specific rights to extend this warranty and, if so, the Company’s sole obligation under this warranty is to provide labor and/or materials in accordance with those laws.
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Conditions & Limitations. (a) FireEye shall notify Subcontractor promptly in writing of any matters in respect of which the indemnity may apply in order to allow Subcontractor to investigate and defend the matter; provided, however, the failure to give such notice will only relieve Subcontractor of its indemnity obligations hereunder to the extent Subcontractor is prejudiced thereby. Subcontractor shall have sole control of the defense and all negotiation for any settlement or compromise; provided, however that no such third party claim or action may be settled or compromised by Subcontractor without the express written consent of FireEye unless such settlement or compromise includes a release of all claims against FireEye by the party bringing such claim or action; FireEye shall have the right at its sole cost and expense to participate in any such legal proceeding with counsel of its own choosing. FireEye agrees to reasonably assist Subcontractor in the defense of the claim. (b) Should any Subcontractor Work Product supplied by Subcontractor become (or in Subcontractor’s opinion be likely to become) the subject of any infringement claim, Subcontractor shall at its sole option and expense either: (i) procure for FireEye the right to continue using the relevant Subcontractor Work Product; (ii) replace or modify the relevant Subcontractor Work Product so that it becomes non-infringing while providing substantially equivalent functional performance; or (iii) if (i) and (ii) are both commercially unavailable or impracticable, to refund amounts paid by the FireEye for the Subcontractor Work Product. (c) This Section 9 states Subcontractor’s entire liability, and FireEye’s sole and exclusive remedy for intellectual property rights claims relating to or arising out of any Subcontractor Work Product.
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Conditions & Limitations. (a) The obligations of HDS in this Section 6 are subject to the conditions that: (i) HDS is notified promptly in writing by Customer of any claim; (ii) HDS has sole control of the defense and all negotiation for any settlement or compromise; and (iii) Customer reasonably assists HDS in the defense of the claim. (b) HDS shall also have no obligation to Customer with respect to any claim, relating to, based on, or arising out of: (i) any modification made to the subject Hitachi Intellectual Property, Services or purchaed equipment(other than by HDS or one of Its contractors); (ii) the integration, application, operation or Use of the hitachi Intelectual Property, Services or purchased Equipment with any other equipment, device, apparatus program, code or data not furnished by HDS or its Contractor, or (iii) a violation by Customer (or one of its affiliates or representatives) of Section 2.1(b), 3, or 7 of this Agreement. (c) Should any Hitachi Intellectual Property, Services or purchased Equipment become (or in HDS'opinion be likely to become) the subject of any infringement claim, HDS shall at its sole option and expense: (i) procure for Customer the right to continue using the relevant Hitachi Intellectual Property, Services or purchased Equipment; (ii) replace or modify the relevant Hitachi Intellectual Property, Services or purchased Equipment so that it becomes non-infringing while providing substantially equivalent functional performance; or (iii) grant Customer a credit for the Hitachi Intellectual Property, Services or purchased Equipment as depreciated and accept its return. For Equipment, depreciation will be computed on a five-year double declining balance depreciation schedule with no salvage value commencing on the date of delivery to Customer. (d) Section 6 states HDS' entire liability, and Customer's sole and exclusive remedy for intellectual property rights claims relating to or arising out of any Hitachi Intellectual Property, Services or purchased Equipment.
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Conditions & Limitations. Product that is later embossed is warranted provided the embossing process does not fracture the coating or metal or adversely affect paint adhesion or film integrity. Any corrosion or loss of adhesion as a result of the embossing process is not covered under this limited warranty.
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Related to Conditions & Limitations

  • 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.

  • 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.

  • Conditions and Limitations The admission of any Person as a Substituted Member or an Additional Member shall be conditioned upon (i) such Person’s written acceptance and adoption of all the terms and provisions of this Agreement, either by (A) execution and delivery of a counterpart signature page to this Agreement countersigned by the Managing Member on behalf of the Company or (B) any other writing evidencing the intent of such Person to become a Substituted Member or an Additional Member and such writing is accepted by the Managing Member on behalf of the Company.

  • Certain Limitations Notwithstanding anything to the contrary contained in paragraphs (a) and (b) above: (i) at no time shall there be more than six Interest Periods applicable to outstanding Eurodollar Rate Advances and the Borrower may not select Eurodollar Rate Advances for any Borrowing at any time that a Default has occurred and is continuing; (ii) if any Lender shall, at least one Business Day before the date of any requested Borrowing, Conversion, or continuation, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other Governmental Authority asserts that it is unlawful, for such Lender or its Lending Office to perform its obligations under this Agreement to make Eurodollar Rate Advances or to fund or maintain Eurodollar Rate Advances, the right of the Borrower to select Eurodollar Rate Advances from such Lender shall be suspended until such Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and the Advance made by such Lender in respect of such Borrowing, Conversion, or continuation shall be a Reference Rate Advance; (iii) if the Administrative Agent is unable to determine the Eurodollar Rate for Eurodollar Rate Advances comprising any requested Borrowing, the right of the Borrower to select Eurodollar Rate Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Reference Rate Advance; (iv) if the Majority Lenders shall, at least one Business Day before the date of any requested Borrowing, notify the Administrative Agent that the Eurodollar Rate for Eurodollar Rate Advances comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Rate Advances, as the case may be, for such Borrowing, the right of the Borrower to select Eurodollar Rate Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Reference Rate Advance; and (v) if the Borrower shall fail to select the duration or continuation of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of

  • Restrictions and Limitations (a) The Trust shall not lend assets of the Trust to any officer or Trustee of the Trust or to any officer, director, or stockholder (or partner of a stockholder) of, or person financially interested in, the investment adviser or any underwriter of the Trust, or to the investment adviser of the Trust or to any underwriter of the Trust. (b) The Trust shall not restrict the transferability or negotiability of the shares of the Trust, except in conformity with the statements with respect thereto contained in the Trust's Registration Statement, and not in contravention of such rules and regulations as the SEC may prescribe. (c) The Trust shall not permit any officer or Trustee of the Trust, or any officer, director, or stockholder (or partner of a stockholder) of the investment adviser or any underwriter of the Trust to deal for or on behalf of the Trust with himself as principal or agent, or with any partnership, association or trust in which he has a financial interest; provided that the foregoing provisions shall not prevent, to the extent consistent with applicable securities laws: (1) officers and Trustees of the Trust from buying, holding, redeeming, or selling shares in the Trust, or from being officers, directors, or stockholders (or partners of a stockholder) of or otherwise financially interested in the investment adviser or any underwriter of the Trust; (2) purchases or sales of securities or other property by the Trust from or to an affiliated person or to the investment adviser or any underwriter of the Trust, if such transactions are not prohibited by the 1940 Act or have been exempted by SEC order from the prohibitions of the 1940 Act; (3) purchases of investments for the portfolio of the Trust through a securities dealer who is, or one or more of whose partners, stockholders, officers, or directors is, an officer or Trustee of the Trust, if such transactions are handled in the capacity of broker only and commissions charged do not exceed customary brokerage charges for such services; (4) employment of legal counsel, registrar, transfer agent, dividend disbursing agent, or custodian who is, or has a partner, stockholder, officer, or director who is, an officer or Trustee of the Trust, if only customary fees are charged for services to the Trust; (5) sharing statistical research, legal and management expenses and office hire and expenses with any other investment company in which an officer or Trustee of the Trust is an officer, trustee, or director or otherwise financially interested.

  • 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 to Covenants The Borrower shall not take any action or fail to take any action which is permitted as an exception to any of the covenants contained in any of the Loan Papers if such action or omission would result in the breach of any other covenant contained in any of the Loan Papers.

  • Specific Limitations No Member shall have the right or power to: (a) withdraw or reduce such Member’s Capital Contribution except as a result of the dissolution of the Company or as otherwise provided by law or in this Agreement; (b) make voluntary Capital Contributions or to contribute any property to the Company other than cash; (c) bring an action for partition against the Company or any Company assets; (d) cause the termination and dissolution of the Company, except as set forth in this Agreement; or (e) upon the Distribution of its Capital Contribution require that property other than cash be distributed in return for its Capital Contribution. Each Member hereby irrevocably waives any such rights.

  • 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.

  • Actions to Satisfy Closing Conditions Each Party shall take all such actions as are within its power to control, and shall use its best efforts to cause other actions to be taken which are not within its power to control, so as to ensure compliance with any conditions set forth in this Agreement which are for the benefit of itself or any other Party.

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