Exceptions to Limitation. The limitation in this subsection (3) shall not apply if any one of the conditions in subsections (A), (B) or (C) applies. (A) Investment of Section 401(k) Deferrals in Qualifying Employer Securities or Qualifying Real Property is solely at the discretion of the Participant. (B) As of the last day of the preceding Plan Year, the fair market value of assets of all profit sharing plans and 401(k) plans of the Employer was not more than 10% of the fair market value of all assets under plans maintained by the Employees. (C) The portion of a Participant’s Section 401(k) Deferrals required to be invested in Qualifying Employer Securities and Qualifying Employer Real Property for the Plan Year does not exceed 1% of such Participant’s Included Compensation.

Exceptions to Limitation. Notwithstanding anything to the contrary in Section 7.8(a), Borrower shall be fully and personally liable and subject to legal action for any and all fees, costs, expenses, damages and losses (including, without limitation, legal fees and costs) incurred or suffered by Lender, resulting from relating to the following: (i) The misapplication or misappropriation by Borrower, any other Loan Party, ARC or any Subsidiary of ARC in violation of any provisions of the Loan Documents or the Master Lease of any or all money collected, paid or received, or to which, pursuant to the Loan Documents, Borrower, any Loan Party or Lender is entitled to receive, relating to the Loan, the Collateral or the Master Lease, including, but not limited to, insurance proceeds, condemnation awards, lease security and other deposits and rent; (ii) Rents, issues, profits and revenues of all or any portion of the Collateral or the Facilities received or applicable to a period after the occurrence of any Event of Default which are not applied to pay, real estate taxes and other charges, premiums on insurance policies required under the Loan Documents and the other ordinary and necessary expenses of owning and operating the Facilities; (iii) Waste committed on the Facilities or damage to the Facilities as a result of intentional misconduct or gross negligence or the removal of all or any property in violation of the terms of the Loan Documents or the Master Lease; (iv) The filing of any petition for bankruptcy, reorganization or arrangement pursuant to state or federal bankruptcy law, or any similar federal or state law, by ARC or any Affiliate of ARC against Borrower, any Loan Party or any Property Operator or if any proceeding seeking the dissolution or liquidation of Borrower, any Loan Party or any Property Operator shall be commenced by ARC or any Affiliate of ARC; (v) The failure by Borrower to obtain Lender's prior written consent to any assignment, transfer or conveyance of any portion of any Facility or any interest therein that is not otherwise permitted pursuant to the Loan Documents (other than an assignment, transfer or conveyance covered by Section 7.8(c)(ii)); or (vi) The failure by Borrower or any Property Owner to comply with the provisions of Section 5.3(o) or Section 5.4(n).

Exceptions to Limitation. The limitation set out in section 11.2 will not apply to: (a) any Claim against or Losses suffered or incurred by a Province Indemnified Party: (i) in respect of which SI is obligated to defend, indemnify and save harmless the Province Indemnified Parties under subsections 11.1(a)(ii), (iii), (iv), (v) and (vi) or 11.1(b); (ii) caused by or that result from, relate to or arise in connection with a breach of provisions of this Agreement relating to confidentiality, security or privacy; or (iii) caused by or that result from, relate to or arise in connection with any gross negligence. For the purposes of this section 11.3(a)(iii), "gross negligence" shall mean: any act performed in connection with providing Services and Deliverables that is a substantially marked and material departure from the standard of care normally applicable to the provision of such Services and Deliverables under the circumstances in which such Services and Deliverables are provided and intended to inflict, or which is in reckless disregard of, or wanton indifference to harmful consequences which SI knew or should have known could result from such act; provided however that "gross negligence" does not include mere ordinary negligence, any ordinary breach of section 8.1, any error of judgment or mistake made by SI, SI Personnel, SI Affiliates and Approved Subcontractors in good faith in connection with providing Services and Deliverables for the purposes of this Agreement and is more than just mere neglect of ordinary care towards others or just inadvertence.

Exceptions to Limitation. NOTHING SET FORTH IN THIS SECTION 6 SHALL LIMIT CUSTOMER’S RESPONSIBILITY FOR THE PAYMENT OF ALL CHARGES PROPERLY DUE ACUATIVE OR ACUATIVE’S RESPONSIBILITY FOR ANY CREDITS (INCLUDING SERVICE CREDITS, IF ANY) OR REFUNDS OF OVERCHARGES BY ACUATIVE UNDER THIS AGREEMENT.

Exceptions to Limitation. The limitation set forth in this Section 7.6 shall not in any manner limit the liability or indemnification obligations of the Buyer with respect to: (i) intentional fraud, or (ii) any breach of the covenants and agreements in this Agreement.

Exceptions to Limitation. Notwithstanding anything to the contrary elsewhere herein, there shall be no limitation or Basket on the timing or amount of the Indemnifying Parties’ liability with respect to, and any Indemnified Party shall be entitled to recover any and all Losses arising out of, resulting from, caused by or attributable to fraud or willful misconduct on the part of any Indemnifying Party.

Related to Exceptions to Limitation

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.
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.
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.
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
Limitations and Conditions on Benefits The benefits and payments provided under this Agreement shall be subject to the following terms and limitations:
Exceptions to obligations The obligations on the parties under this clause 14 will not be taken to have been breached to the extent that Confidential Information is: (a) disclosed by a party to its Experts in order to comply with obligations, or to exer- cise rights, under this Agreement; (b) required by Law to be disclosed; or (c) in the public domain otherwise than due to a breach of this clause 14.
Geographic Area and Sector Specific Allowances, Conditions and Exceptions The following allowances and conditions shall apply where relevant. Where the Employer does work which falls under the following headings, the Employer agrees to pay and observe the relevant respective conditions and/or exceptions set out below in each case.
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.
CONDITIONS TO GRANT TO HAVE AND TO HOLD the above granted and described Property unto and to the use and benefit of Lender, and the successors and assigns of Lender, forever; PROVIDED, HOWEVER, these presents are upon the express condition that, if Borrower shall well and truly pay to Lender the Debt at the time and in the manner provided in the Note and this Security Instrument, shall well and truly perform the Other Obligations as set forth in this Security Instrument and shall well and truly abide by and comply with each and every covenant and condition set forth herein and in the Note, these presents and the estate hereby granted shall cease, terminate and be void.
Limitations on Benefits It is the explicit intention of Purchaser and Seller that no person or entity other than Purchaser and Seller and their permitted successors and assigns is or shall be entitled to bring any action to enforce any provision of this Agreement against any of the parties hereto, and the covenants, undertakings and agreements set forth in this Agreement shall be solely for the benefit of, and shall be enforceable only by, Purchaser and Seller or their respective successors and assigns as permitted hereunder. Nothing contained in this Agreement shall under any circumstances whatsoever be deemed or construed, or be interpreted, as making any third party (including, without limitation, Broker or any Tenant) a beneficiary of any term or provision of this Agreement or any instrument or document delivered pursuant hereto, and Purchaser and Seller expressly reject any such intent, construction or interpretation of this Agreement.

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