Limitations Sample Clauses

Limitations. The Indemnifier’s obligations to indemnify the Claimant pursuant to Section 10.3 or 10.4 shall be subject to the following limitations: (a) The Claimant shall be entitled to indemnification only for those Damages arising with respect to any claim as to which Claimant has given the Indemnifier written notice within the appropriate time period set forth in Section 10.2 hereof for such claim. (b) Claimant’s Damages sought to be recovered under Section 6.3, 10.3 or 10.4 hereof shall be net of any insurance proceeds actually received by Claimant with respect to the events giving rise to such Damages. If the incurrence or payment of any such Damages makes allowable to the Indemnified Party any deduction, amortization, exclusion from income or other allowance (a “Tax Benefit”) which would not, but for such adjustment, be allowable, then the indemnification payment to the Claimant under this Section 10 shall be an amount equal to (i) the amount otherwise due but for this sentence, minus (ii) the amount of Tax savings actually realized by the Claimant as a result of the Tax Benefit in the Tax year in which the Damages were incurred (a “Tax Savings”). If and to the extent that subsequent to any payment of Damages by any Indemnifier to a Claimant hereunder, such Claimant receives insurance proceeds or realizes a Tax Savings with respect to the events giving rise to such Damages, which proceeds or Tax Savings would have been netted against such Damages if they had been received prior to the Indemnifier’s payment of such Damages, then the Claimant shall remit such insurance proceeds or the amount of such Tax Savings to Indemnifier to the extent such proceeds would have been netted against such Damages. (c) Neither ACS and its Member nor GCI and its Member shall be liable for indemnification under Section 10.3(a), 10.3(e) or 10.3(g) (to the extent relating to Section 10.3(a) or 10.3(e)) (other than with respect to claims for indemnification based upon, arising out of, with respect to or by reason of fraud or any breach of any covenant to be performed following the Closing (the “Basket Exclusions”)), until the aggregate amount of all indemnification payments for which ACS and its Member or GCI and its Member, as the case may be, is liable in respect of indemnification under such Sections (other than with respect to claims for indemnification based upon the Basket Exclusions) exceeds $1,500,000 (the “Deductible”), in which event ACS and its Member or GCI and its Member, a...

Limitations. Without the consent of each Securityholder affected, an amendment or waiver may not: (a) change the amount of Securities whose Holders must consent to an amendment, supplement or waiver; (b) reduce the rate of or extend the time for payment of interest (including default interest) on any Security; (c) reduce the principal or change the Stated Maturity of any Security or reduce the amount of, or postpone the date fixed for, the payment of any sinking fund or analogous obligation; (d) reduce the principal amount of Discount Securities payable upon acceleration of the maturity thereof; (e) waive a Default or Event of Default in the payment of the principal of or interest, if any, on any Security (except a rescission of acceleration of the Securities of any Series by the Holders of at least a majority in principal amount of the outstanding Securities of such Series and a waiver of the payment default that resulted from such acceleration); (f) make the principal of or interest, if any, on any Security payable in any currency other than that stated in the Security; (g) make any change in Sections 6.8, 6.13, 9.3 (this sentence), 10.15 or 10.16; or (h) waive a redemption payment with respect to any Security or change any of the provisions with respect to the redemption of any Securities.

Limitations. Use of the amounts contained in this Negotiation Agreement are subject to any statutory or administrative limitations and, when ultimately allocated to individual grants or contracts through the indirect cost proposals of each county department, are applicable only to the extent that funds are available. Acceptance of the amounts agreed to herein is predicated on the conditions: (1) that no costs other than those incurred by the county were included for distribution in its Countywide Cost Allocation Plan as finally accepted, and that such costs are legal obligations of the county and allowable under the governing cost principles; (2) that similar types of costs have been accorded consistent accounting treatment; and (3) that the information provided by the county and used as the basis for acceptance of the amounts agreed to herein is not subsequently found to be materially incomplete or inaccurate.

Limitations. The rates in this Agreement are subject to any statutory or administrative limitations and apply to a given grant, contract or other agreement only to the extent that funds are available. Acceptance of the rates is subject to the following conditions: (1) Only costs incurred by the organization were included in its facilities and administrative cost pools as finally accepted: such costs are legal obligations of the organization and are allowable under the governing cost principles; (2) The same costs that have been treated as facilities and administrative costs are not claimed as direct costs; (3) Similar types of costs have been accorded consistent accounting treatment; and (4) The information provided by the organization which was used to establish the rates is not later found to be materially incomplete or inaccurate by the Federal Government. In such situations the rate(s) would be subject to renegotiation at the discretion of the Federal Government.

Limitations. (a) Notwithstanding any provision contained herein, or in any other document executed by the Shareholder in connection herewith or the Arrangement Agreement, the Shareholder shall not be liable to Beacon or its predecessors, successors, parents, subsidiaries, agents, servants, employees, insurers, heirs and assigns: (i) pursuant to Section 1.2(b) for any individual claim that is less than $_______, (ii) for any claim by Beacon unless the aggregate of all claims by Beacon against the Shareholder exceeds $________, (iii) to pay cash to Beacon, it being understood that Beacon's claims for all amounts shall be satisfied by the Shareholder returning to Beacon a number of Beacon Shares equal to the amount of the Damages (valuing the Beacon Shares using the same methodology as employed under the Arrangement Agreement), (iv) for Damages exceeding the aggregate value of the Beacon Shares issued to such Shareholder (valuing the Beacon Shares using the same methodology employed under the Arrangement Agreement). (v) subject to the limitations set forth in this Section 1.4, in excess of the Shareholder's proportionate share of Damages resulting from the Shareholder's indemnification obligations set forth in Section 1.1 above. Beacon and NxtPhase agree that in the event of a claim for Damages resulting from a breach of paragraph (d) of Exhibit A, such claim for Damages shall be against all NxtPhase shareholders who have signed letter agreements for their pro-rata share of the Damages and Beacon shall not be permitted to selectively prosecute the Shareholder for its proportionate share of Damages. If Beacon or NxtPhase fail to prosecute all NxtPhase shareholders in accordance with the foregoing or settles, abandons, waives or compromises such claims, the Shareholder's proportionate share of Damages will be proportionately adjusted. For greater clarity, the Shareholder will not be jointly and severally liable for Damages owing by any other NxtPhase shareholder either for breaches relating to such other shareholder's title to its NxtPhase Shares, breaches of any agreement between such other shareholder and Beacon or NxtPhase, or for such other claim for Damages resulting from a breach of this Letter Agreement. (b) No Indemnifying Shareholder shall have any right of contribution against NxtPhase or the surviving corporation after the Effective Date. (c) Recovery against the aggregate number of Beacon Shares issued to the Shareholder pursuant to the Arrangement Agreement wil...

Limitations. Each of PFIZER and XXXXX acknowledge and agree that: (A) Notwithstanding anything to the contrary contained herein, all ProMune Products for any single Tumor Type shall be treated as if they were a single ProMune Product for purposes of calculating the amount of any Regulatory Event Milestone Payments payable by PFIZER to XXXXX and, therefore, subject to Section 5.1(d)(ii)(B) below, any Regulatory Event Milestone Payment payable upon satisfaction in full of a given Regulatory Event shall only be paid once for any single Tumor Type, regardless of how many ProMune Products satisfy such Regulatory Event within such Tumor Type. (B) With respect to all ProMune Products for a single Tumor Type that satisfy in full a Regulatory Event: (x) the aggregate Regulatory Event Milestone Payments for all such ProMune Products for any one Regulatory Event that PFIZER shall pay to XXXXX shall not exceed the amount payable for a Major Indication for the applicable Regulatory Event; and (y) if PFIZER satisfies in full a Regulatory Event for an Intermediate Indication for such Tumor Type prior to satisfying in full a Regulatory Event for a Major Indication for the same Tumor Type, the Regulatory Event Milestone Payment that shall be payable as a result of the satisfaction in full of such Regulatory Event for the Major Indication shall be equal to the difference between (A) the amount of the Regulatory Event Milestone Payment payable with respect to the satisfaction in full of such Regulatory Event for the Major Indication and (B) the amount of the Regulatory Event Milestone Payment previously paid with respect to the satisfaction in full of such Regulatory Event for the Intermediate Indication. (C) Notwithstanding anything to the contrary contained herein, all Minor Indications for all ProMune Products shall be treated as if they were a single ProMune Product for purposes of calculating the amount of any Regulatory Event Milestone Payments payable by PFIZER to XXXXX and, therefore, for the avoidance of doubt, the aggregate maximum amount of Regulatory Event Milestone Payments that PFIZER shall pay to XXXXX for the satisfaction in full of all Regulatory Events with respect to all Minor Indications shall be [************************** ******************************************] (D) Notwithstanding anything to the contrary contained herein, the aggregate maximum amount of Regulatory Event Milestone Payments that PFIZER shall pay to XXXXX for the satisfaction in full of all Regula...

Limitations. Absent fraud or intentional misrepresentation, after the Closing, the aggregate amount of indemnifiable Losses for which the Target Indemnitors shall be liable pursuant to Section 9.1(a) shall not exceed $5,000,000 (the “Cap”); provided, however, that the Target Indemnitors shall not be liable pursuant to Section 9.1(a) (i) for Losses in respect of any single breach if the amount of such Losses does not exceed a $20,000 minimum value per claim (the “Threshold”), it being understood that the amount of two (2) or more claims reasonably related in subject matter or arising out of the same facts or circumstances shall be combined for purposes of determining whether the Threshold has been met (any Losses in respect of a breach which do not meet the Threshold being “Disregarded Losses”), and (ii) until the aggregate amount of all Losses (not including any Disregarded Losses) exceeds $500,000 (the “Basket”), in which event the Parent Indemnitees shall be entitled to recover such Losses (other than Disregarded Losses) to the extent in excess of the Basket, but not exceeding the Cap. The limitations in this Section 9.5 shall not apply to any breach by Target of the representations set forth in Section 3.4(a). Absent fraud or intentional misrepresentation, after the Closing, the Parent Indemnitees’ exclusive right to monetary damages shall be solely for indemnification pursuant to this Article IX and subject to the applicable limitations contained herein; provided, however, that this Section 9.5 in no way limits any party’s rights to applicable equitable remedies. For the avoidance of doubt, the limitations contained in this Section 9.5 shall not apply in respect of claims for indemnification made pursuant to Section 9.2. The computation of the amount of any Loss shall be done on an after-tax basis that takes into account the tax benefits, if any, that result from the Loss and the event giving rise to the Loss and the tax costs, if any, that result from any indemnification payment under this Agreement. All indemnification payments under this Agreement shall, except as otherwise required by Federal income tax law, be treated for Federal income tax purposes as an adjustment to the Merger Consideration provided to the RPS Securityholders. For purposes of determining whether there has been any misrepresentation or breach of a representation or warranty for purposes of Section 9.1, and for purposes of determining the amount of Losses resulting therefrom, all qualificatio...

Limitations. The agreement of Borrowers shall not be required for any modification of a Loan Document that deals solely with the rights and duties of Lenders, Agent and/or Issuing Bank as among themselves. Only the consent of the parties to any agreement relating to fees or a Bank Product shall be required for modification of such agreement, and no Bank Product provider (in such capacity) shall have any right to consent to modification of any Loan Document other than its Bank Product agreement. Any waiver or consent granted by Agent or Lenders hereunder shall be effective only if in writing and only for the matter specified.

Limitations. The Lien on Collateral granted hereunder 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 the grant of any Lien under any Loan Document secure an Excluded Swap Obligation of the granting Obligor.

Limitations. 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.