DUTY PERIOD LIMITATIONS Sample Clauses

DUTY PERIOD LIMITATIONS. Where an employee's duty period originates at one airport and terminates at another within the co- terminal concept of Dorval and Mirabel, the duty period limitations will be as follows:
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DUTY PERIOD LIMITATIONS. A. Duty Period 1. An on-duty period shall commence at the time a Flight Attendant is required to report for duty. a. Check-in time at base stations shall be one (1) hour prior to scheduled departure. b. Check-in time at outstations will be thirty (30) minutes prior to scheduled departure, except check-in will be forty-five (45) minutes prior to scheduled departure for working (not deadheading) Flight Attendants on Regulatory Requirements (RR) flights or scheduled -800 aircraft. If the Flight Attendant is required to report to an outstation with the Pilots for a Regulatory Requirements flight, the Flight Attendant’s duty day will commence at the same time as the Pilots’ duty day, if earlier. c. A Flight Attendant is required to be at the aircraft thirty (30) minutes prior to departure, or forty-five (45) minutes prior to departure for working (not deadheading) Flight Attendants on Regulatory Requirements (RR) flights or scheduled -800 aircraft. Flight Attendants are responsible for themselves. For the purpose of gate evaluations, the FIDs monitor in the Flight Attendant lounges will serve as the official clock in determining the time for Flight Attendants to be at the gate prior to departure. The Company will allow a three (3) minute grace period to be deducted from the time indicated on the Flight Attendant Lounge FID. d. If a Flight Attendant MBL's at the beginning of a pairing, her/his duty day will begin at scheduled check-in time or actual check-in time, whichever is later. In this situation, the Flight Attendant is required to be at the aircraft fifteen (15) minutes prior to scheduled departure for non-Regulatory Requirements (RR) flights and forty-five (45) minutes prior to scheduled departure for Regulatory Requirements (RR) flights. The Flight Attendant is required to confirm her/his arrival at the aircraft by calling the Scheduling Department from the jetway phone, and failure to do so may be treated as a no-show. One such MBL in a calendar quarter shall be non- chargeable as stated in Article 32. e. Check-in times will not be reduced to accommodate contractual crew rest/duty period in domicile. If a Flight Attendant's check-in time is reduced to accommodate crew rest for FAR purposes at an XXX, for pay and scheduling purposes the duty period will commence at the scheduled check-in time. f. If a Flight Attendant runs one (1) hour or less late and because of that is not scheduled to receive the “24 in 7” break, the Flight Attendant has two (2) choi...
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DUTY PERIOD LIMITATIONS. 10.1 An employee's planned flight duty period begins at the required reporting time and ends 30 minutes after the planned arrival time on blocks of the last flight within the duty period. 10.2 An employee's actual flight duty period begins at the actual reporting time or the Qantas/QCCA required reporting time, whichever is the later, and ends 30 minutes after the actual arrival time on blocks of the last flight within the duty period, or such later time as may be determined by the Qantas/QCCA. 10.3 For each planned hour of flight duty an employee accrues one duty hour credit, prorated for time less than one hour. 10.4 Duty Period Limitations will be as follows: Duty Type Planned Unplanned 10.5 On a case by case basis, the Planned and Unplanned limits may be extended by agreement between Qantas/QCCA and an employee 10.6 The employee may be contacted by Qantas/QCCA at home or at any slip port and required not to sign-on until any disruption management decisions have been made. The period of time between the original sign-on time and the revised sign-on time will not be included in any duty hour limitation calculations. 10.7 Once the employee has signed-on, the Planned Limit may be extended by the Qantas/QCCA for operational reasons as indicated under 'Unplanned' in the table in clause 10.4 above. 10.8 Following consultation with the Association, reasonable special arrangements for duty period limitations may be implemented to meet unforeseen operational circumstances not accommodated by this Agreement.
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DUTY PERIOD LIMITATIONS. Where an employee's duty period originates at one airport and terminates at another within the terminal concept of and the duty period limitations will be as follows: Maximum Scheduled Duty Period: A duty period will not be scheduled to exceed twelve hours and thirty minutes domestic flights or thirteen hours and thirty minutes (1 overseas flights, exclusive of any ground travel time required between the on completion of a trip or trip sequence. Scheduled Deadhead to Home Base: A duty period may be scheduled for up to fourteen hours and thirty minutes domestic flights or fifteen hours and thirty minutes overseas flights, only to complete a deadhead to Home Base provided the flight duty time was scheduled within thirteen 3) hours domestic or fourteen (14) hours overseas. Home Base in this context is defined as either or Airport.
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DUTY PERIOD LIMITATIONS. 10.1 An employee’s planned flight duty period begins at the required reporting time and ends 30 minutes after the planned arrival time on blocks of the last flight within the duty period. 10.2 An employee’s actual flight duty period begins at the actual reporting time or the Qantas/QCCA required reporting time, whichever is the later, and ends 30 minutes after the actual arrival time on blocks of the last flight within the duty period, or such later time as may be determined by the Qantas/QCCA. 10.3 For each planned hour of flight duty an employee accrues one duty hour credit, prorated for time less than one hour. 10.4 Duty Period Limitations will be as follows: Non-flying 10:00hrs Standby* 12:00hrs Pure Operating – Multi Sector Pure Operating – Single Sector 14:00hrs 18:00hrs 20:00hrs 20:00hrs Operate to deadhead** Deadhead to operate Deadhead – Ground Duty – Deadhead*** 18:00hrs 14:00hrs 14:00hrs 20:00hrs 20:00hrs 20:00hrs Pure deadhead 24:00hrs 26:00hrs * stand-by credits do not contribute to operating or deadheading duty hour period limitations ** provided that the operating sector doesn’t exceed 14 hours *** in the event that the employee’s nominated ground duty is Emergency Procedures with an examination component, the employee will be positioned the day prior to the ground duty but may position to home base at the completion of the ground duty component. 10.5 On a case by case basis, the Planned and Unplanned limits may be extended by agreement between Qantas/QCCA and an employee. 10.6 The employee may be contacted by Qantas/QCCA at home or at any slip port and required not to sign-on until any disruption management decisions have been made. The period of time between the original sign-on time and the revised sign-on time will not be included in any duty hour limitation calculations. 10.7 Once the employee has signed-on, the Planned Limit may be extended by the Qantas/QCCA for operational reasons as indicated under ‘Unplanned’ in the table in clause 10.4 above. 10.8 Following consultation with the Association, reasonable special arrangements for duty period limitations may be implemented to meet changing operational and business needs.
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DUTY PERIOD LIMITATIONS. 1. A Crewmember who flies a flight during an On-Duty Period will not be scheduled to exceed the maximum scheduled On-Duty limits nor be required to remain On-Duty in excess of the actual maximum On-Duty limits set forth below. A Crewmember may, at his option, elect to exceed the listed maximum On-Duty time, within FAR limits. The On-Duty limitations that shall be applied to a Crewmember who is reassigned during an On-Duty Period are those applicable to the operation (e.g., Domestic, International, Charter, etc.) to be flown as a result of the rescheduling.
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DUTY PERIOD LIMITATIONS. Where an employee's duty period originates at one airport and terminates at another within the terminal concept of and the duty period limitations will be as follows: Maximum Scheduled Duty Period: A duty period will not be scheduled to exceed twelve hours and thirty minutes domestic flights or thirteen hours and thirty minutes (1 overseas flights, exclusive of any ground travel time required between the on completion of a trip or trip sequence. Scheduled Deadhead to Home Base: A duty period may be scheduled for up to fourteen hours and thirty minutes domestic flights or fifteen hours and thirty minutes overseas flights, only to complete a deadhead to Home Base provided the flight duty time was scheduled within thirteen 3) hours domestic or fourteen (14) hours overseas. Home Base in this context is defined as either or Airport. Absolute Duty Period: Where a duty period is projected to exceed twelve hours and thirty minutes domestic or thirteen hours and thirty minutes overseas, exclusive of any ground travel time required between the on completion of a trip or trip sequence, an employee will not be required to remain on duty in excess of twelve hours and thirty minutes (1 domestic or thirteen hours and thirty minutes overseas. If the actual arrival time at either of the is after twelve hours and thirty minutes domestic or thirteen hours and thirty minutes overseas, will be releasedfrom duty. FLIGHT TIME CREDITS: Where an employee's flight sequence originates at one airport and terminates at another within the co- terminals or where an employee's duty day involves a departure and arrival at both airports, will be paid as follows: Flight Sequence Termination: Where a flight sequence originates at one airport and terminates at another within the the duty day will be extended by a maximum of thirty (30) minutes where the employee is required to return to the airport where the flight sequence originated. Deadhead Between Where an employee is required, during the course of a duty day, to travel from one terminal to the other, will be credited fifteen (15) minutes deadhead time for pay and limitation purposes for each such dead- head. CREDIT CALCULATION: Where an employee is subject to the conditions outlined in the provisions of Article Credit Calculation and Article Flight Time Credits and Guarantees will apply. CLAIM FOR FLIGHT TIME CREDITS: Where an employee under Flight Sequence Termination is required to return to airport of origination, will be required to...
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DUTY PERIOD LIMITATIONS 
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Related to DUTY PERIOD LIMITATIONS

  • Lockup Period Limitation Participant agrees that in the event the Company advises Participant that it plans an underwritten public offering of its Common Stock in compliance with the Securities Act of 1933, as amended, and that the underwriter(s) seek to impose restrictions under which certain shareholders may not sell or contract to sell or grant any option to buy or otherwise dispose of part or all of their stock purchase rights of the underlying Common Stock, Participant hereby agrees that for a period not to exceed 180 days from the prospectus, Participant will not sell or contract to sell or grant an option to buy or otherwise dispose of this option or any of the underlying shares of Common Stock without the prior written consent of the underwriter(s) or its representative(s).

  • PERIOD OF LIMITATIONS No legal action shall be brought and no cause of action shall be asserted by or in the right of the Company against Indemnitee, Indemnitee’s spouse, heirs, executors or personal or legal representatives after the expiration of two years from the date of accrual of such cause of action, and any claim or cause of action of the Company shall be extinguished and deemed released unless asserted by the timely filing of a legal action within such two-year period; provided, however, that if any shorter period of limitations is otherwise applicable to any such cause of action such shorter period shall govern.

  • Indemnification Limitations (a) In no event shall the Sellers be liable for indemnification pursuant to Section 10.2(a)(i) (other than in respect of the representations and warranties in Section 4.1 (Corporate Status), Section 4.2 (Authority), the first two sentences of each of Section 4.4(a) and 4.4(b) (Capitalization), Section 4.7 (Taxes), and Section 4.21 (Finder’s Fee) (collectively, the “Excluded Representations”) and Section 4.17 (Sufficiency of Assets)) unless and until the aggregate amount of all Losses with respect to Section 10.2(a)(i) that are imposed on or incurred by the Purchaser Indemnified Parties exceeds $1,400,000 (the “Threshold Amount”), in which case the Purchaser Indemnified Parties shall be entitled to indemnification for all Losses from the first dollar, including both the Threshold Amount and any amounts in excess thereof. Notwithstanding anything herein to the contrary, the Sellers shall not (i) be required to make payments for indemnification pursuant to Section 10.2(a)(i) (other than in respect of the Excluded Representations) in an aggregate amount in excess of $18,000,000 (the “Indemnification Cap”), or (ii) be liable for indemnification with respect to any Loss by the Purchaser Indemnified Parties pursuant to Section 10.2(a)(i) (other than in respect of the Excluded Representations) to the extent such Loss and all Losses arising out of the same facts and circumstances are, in the aggregate, less than $15,000 (each, a “De Minimis Loss”) (and such Losses shall be disregarded and shall not be aggregated for purposes of the Threshold Amount unless and until such Losses arising out of the same facts or circumstances exceed the De Minimis Loss amount). Notwithstanding anything to the contrary herein, Sellers shall have ninety (90) days after the receipt of an indemnification claim for any Loss by the Purchaser Indemnified Parties in respect of Section 4.20(b) (Products Liability; Warranty) in which to propose a commercially reasonable alternative to satisfy such claim, including the repair, replacement or redelivery of any products that are the subject of such claim, which such commercially reasonable alternative is subject to the prior written approval of the Purchaser Indemnified Party, not to be unreasonably withheld, conditioned or delayed (it being understood that any and all costs or other Losses imposed on or incurred by the Purchaser Indemnified Parties arising out of such alternative shall, subject to the terms, conditions and limitations contained herein, be considered indemnifable Losses). Purchaser shall not be required to make payments for indemnification pursuant to Section 10.2(b)(i) in an aggregate amount in excess of the Indemnification Cap. (b) In calculating amounts payable to an Indemnified Party hereunder, the amount of any indemnified Losses shall be determined without duplication of any other Loss for which an indemnification claim has been made or could be made under any other representation, warranty, covenant, or agreement and shall be computed net of (i) payments recovered by the Indemnified Party under indemnification agreements or arrangements with third parties or under any insurance policy with respect to such Losses (after deduction for any cost of collection, deductible, retroactive premium adjustment, reimbursement obligation or other cost or expense directly related thereto) (each, a “Collateral Source”), (ii) any prior recovery by the Indemnified Party from any Person with respect to such Losses, including by such Loss being included as a Liability in Final Net Working Capital and actually resulting in an adjustment to the Purchase Price pursuant to Section 3.4(f), or (iii) any Tax Benefit actually received by a Purchased Entity with respect to such Losses in the year of the indemnity payment or a prior year, but increased by the amount of any Tax detriment actually paid by any Indemnified Party as a result of such party’s receipt of the indemnification payment with respect to such Loss. In the event of any indemnification claim paid, Honeywell may, in its sole discretion, require the Indemnified Party to grant to Honeywell an assignment of the right of such Indemnified Party to assert a claim against any Collateral Source. If the amount to be netted hereunder from any payment required under this Article X or Article VIII is determined after payment of any amount otherwise required to be paid to an Indemnified Party under this Article X or Article VIII, the Indemnified Party shall repay to the Indemnifying Party, promptly after such determination, any amount that the Indemnifying Party would not have had to pay pursuant to this Article X or Article VIII had such determination been made at the time of such payment. (c) Subject to the other provisions of this Article X, but notwithstanding any other provision of this Agreement, (i) in no event shall the Sellers or Purchaser be liable for any punitive damages, except to the extent such damages are payable to an unaffiliated third party and (ii) in no event shall the Sellers be liable for any consequential damages (it being understood and agreed that the term “consequential damages” used herein shall not include damages related to lost profits, diminution in value (including multiple of earnings or similar metrics for measuring damages), nor damages payable to an unaffiliated third party) arising out of indemnification claims for Excluded Liabilities described in Sections 2.5(a)(iv), (v)(A), (vii)(B), (ix), (x), (xi), (xii), and (xiv) and Section 2.5(b)(vi) (each such indemnification claim, a “Business Related Excluded Liabilities Claim”) in excess of $28,000,000; provided that the foregoing limitation on consequential damages shall not apply to the extent any such Excluded Liability relates to the Excluded Assets, the Purchased Entities’ Excluded Assets, or operation or conduct by the Sellers or any of their Affiliates of any business (other than the Business). Purchaser and the Sellers shall, and Purchaser shall cause the Purchaser Indemnified Parties to, in good faith, (x) agree upon what portion of damages (if any) constitute consequential damages in connection with the settlement of a Business Related Excluded Liabilities Claim and (y) use their respective commercially reasonable efforts to cause the applicable Governmental Authority to determine what portion of damages (if any) constitute consequential damages as part of any Governmental Order that is entered by such Governmental Authority in connection with a Business Related Excluded Liabilities Claim. (d) Notwithstanding anything else contained in this Agreement to the contrary, after the Closing, indemnification and specific performance pursuant to the provisions of this Article X, Section 6.14 and Article VIII shall be the sole and exclusive remedy of the parties with respect to any and all claims (whether in contract or in tort) arising out of or in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby (other than remedies set forth in the Ancillary Agreements with regard to the transactions contemplated thereby), including in respect of any misrepresentation or breach of any warranty, covenant or other provision contained in this Agreement or in any certificate delivered pursuant hereto. Without limiting the generality or effect of the foregoing, as a material inducement to the Sellers entering into this Agreement, Purchaser hereby waives, from and after the Closing, any claim or cause of action, known and unknown, foreseen and unforeseen, which it or any of the other Purchaser Indemnified Parties may have against any Seller or any of its Affiliates, including without limitation under the common law or federal or state securities Laws, trade regulation Laws or other Laws (including any relating to Intellectual Property, products liability (including Products Liability Claims), Tax, environmental, real estate or employee matters), by reason of this Agreement and the transactions provided for herein, except for claims or causes of action brought under and subject to the terms and conditions of the provisions contained in this Article X and Article VIII. All payments made pursuant to this Article X and Article VIII shall be made by the Sellers to Purchaser or by Purchaser to the Sellers, as the case may be, and shall be deemed to be adjustments to the Purchase Price. Notwithstanding anything to the contrary herein, nothing in this Article X shall limit any claim by a Purchaser Indemnified Party alleging that Sellers defrauded such Person by intentionally omitting or misstating any disclosure in the Disclosure Schedule where such omission or misstatement constitutes a breach in any material respect of any express representation or warranty, which claims shall, in any case, be subject to the provisions of Sections 4.23, 5.7(a)-(d), 11.7 and 11.8. (e) The Sellers and Purchaser acknowledge and agree that the other parties would be damaged irreparably in the event any provision of this Agreement is not performed in accordance with its specific terms or otherwise is breached, so that a party shall be entitled to injunctive relief to prevent breaches of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof. In particular, the parties acknowledge that the Business is unique and recognize and affirm that in the event that the Sellers breach this Agreement, money damages would be inadequate and Purchaser would have no adequate remedy at law, so that Purchaser shall have the right, in addition to any other rights and remedies existing in its favor, to enforce its rights and the Sellers’ obligations hereunder not only by action for damages but also by action for specific performance, injunctive, and/or other equitable relief.

  • Indemnity Limitation for TIPS Sales Texas and other jurisdictions restrict the ability of governmental entities to indemnify others. Vendor agrees that if any "Indemnity" provision which requires the TIPS Member to indemnify Vendor is included in any TIPS sales agreement/contract between Vendor and a TIPS Member, that clause must either be stricken or qualified by including that such indemnity is only permitted, "to the extent permitted by the laws and constitution of [TIPS Member's State]” unless the TIPS Member expressly agrees otherwise. Any TIPS Sale Supplemental Agreement containing an "Indemnity" clause that conflicts with these terms is rendered void and unenforceable.

  • Automatic Renewal Limitation for TIPS Sales No TIPS Sale may incorporate an automatic renewal clause that exceeds month to month terms with which the TIPS Member must comply. All renewal terms incorporated into a TIPS Sale Supplemental Agreement shall only be valid and enforceable when Vendor received written confirmation of acceptance of the renewal term from the TIPS Member for the specific renewal term. The purpose of this clause is to avoid a TIPS Member inadvertently renewing an Agreement during a period in which the governing body of the TIPS Member has not properly appropriated and budgeted the funds to satisfy the Agreement renewal. Any TIPS Sale Supplemental Agreement containing an “Automatic Renewal” clause that conflicts with these terms is rendered void and unenforceable.

  • Xxxxxx Limitation The Service reserves the right to refuse to pay any Xxxxxx to whom you may direct a payment. As required by applicable law, the Service will notify you promptly if it decides to refuse to pay a Xxxxxx designated by you. as set forth in Section 13 of the General Terms (Prohibited Payments) or an Exception Payment under this Agreement.

  • No Limitations, Etc (a) Except for termination of a Guarantor’s obligations hereunder as expressly provided in Section 7.14, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Loan Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Agent or any other Loan Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Loan Document or otherwise, (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document (other than pursuant to the terms of a waiver, amendment, modification or release of this Agreement in accordance with the terms hereof) or any other agreement, including with respect to the release of any other Guarantor under this Agreement and so long as any such amendment, modification or waiver of any Loan Document is made in accordance with Section 9.08 of the Credit Agreement, (iii) the release of, or any impairment of or failure to perfect any Lien on or security interest in, any security held by the Collateral Agent or any other Loan Secured Party for the Loan Obligations, (iv) any default, failure or delay, willful or otherwise, in the performance of the Loan Obligations, or (v) any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the occurrence of the Termination Date). Each Guarantor expressly authorizes the Collateral Agent, in accordance with the Credit Agreement and applicable law, to take and hold security for the payment and performance of the Loan Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in its sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Loan Obligations, all without affecting the obligations of any Guarantor hereunder. (b) To the fullest extent permitted by applicable law, each Guarantor waives any defense (other than payment or performance of the Loan Obligations (other than contingent obligations), in full) based on or arising out of any defense of the Borrower or any other Grantor or the unenforceability of the Loan Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower or any other Grantor, other than the occurrence of the Termination Date. The Collateral Agent and the other Loan Secured Parties may, in accordance with the Credit Agreement and applicable law, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Loan Obligations, make any other accommodation with the Borrower or any other Grantor or exercise any other right or remedy available to them against the Borrower or any other Grantor, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Termination Date has occurred. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Borrower or any other Grantor, as the case may be, or any security.

  • Expense Limitations In the event the operating expenses of the Fund, ------------------- including amounts payable to the Investment Adviser pursuant to subsection (a) hereof, for any fiscal year ending on a date on which this Agreement is in effect exceed the expense limitations applicable to the Fund imposed by applicable state securities laws or regulations thereunder, as such limitations may be raised or lowered from time to time, the Investment Adviser shall reduce its management and investment advisory fee by the extent of such excess and, if required pursuant to any such laws or regulations, will reimburse the Fund in the amount of such excess; provided, however, to the extent permitted by law, -------- ------- there shall be excluded from such expenses the amount of any interest, taxes, distribution fees, brokerage fees and commissions and extraordinary expenses (including but not limited to legal claims and liabilities and litigation costs and any indemnification related thereto) paid or payable by the Fund. Whenever the expenses of the Fund exceed a pro rata portion of the applicable annual expense limitations, the estimated amount of reimbursement under such limitations shall be applicable as an offset against the monthly payment of the fee due to the Investment Adviser. Should two or more such expense limitations be applicable as at the end of the last business day of the month, that expense limitation which results in the largest reduction in the Investment Adviser's fee shall be applicable.

  • Limitation Periods To the extent that any limitation period applies to any claim for payment of the Obligations or remedy for enforcement of the Obligations, the Obligor agrees that: (a) any limitation period is expressly excluded and waived entirely if permitted by applicable law; (b) if a complete exclusion and waiver of any limitation period is not permitted by applicable law, any limitation period is extended to the maximum length permitted by applicable law; (c) any applicable limitation period shall not begin before an express demand for payment of the Obligations is made in writing by the Credit Union to the Obligor; and (d) any applicable limitation period shall begin afresh upon any payment or other acknowledgment of the Obligations by the Obligor.

  • Xxxxxx’s Conversion Limitations The Company shall not effect any conversion of this Debenture, and a Holder shall not have the right to convert any portion of this Debenture, to the extent that after giving effect to the conversion set forth on the applicable Notice of Conversion, the Holder (together with the Holder’s Affiliates, and any Persons acting as a group together with the Holder or any of the Holder’s Affiliates) would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates shall include the number of shares of Common Stock issuable upon conversion of this Debenture with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon (i) conversion of the remaining, unconverted principal amount of this Debenture beneficially owned by the Holder or any of its Affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, any other Debentures or the Warrants) beneficially owned by the Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 4(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. To the extent that the limitation contained in this Section 4(d) applies, the determination of whether this Debenture is convertible (in relation to other securities owned by the Holder together with any Affiliates) and of which principal amount of this Debenture is convertible shall be in the sole discretion of the Holder, and the submission of a Notice of Conversion shall be deemed to be the Holder’s determination of whether this Debenture may be converted (in relation to other securities owned by the Holder together with any Affiliates) and which principal amount of this Debenture is convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, the Holder will be deemed to represent to the Company each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 4(d), in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as stated in the most recent of the following: (i) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (ii) a more recent public announcement by the Company, or (iii) a more recent written notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Debenture, by the Holder or its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of this Debenture held by the Holder. The Holder, upon not less than 61 days’ prior notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 4(d), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Debenture held by the Holder and the Beneficial Ownership Limitation provisions of this Section 4(d) shall continue to apply. Any such increase or decrease will not be effective until the 61st day after such notice is delivered to the Company. The Beneficial Ownership Limitation provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 4(d) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Debenture.

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