Limitations. (a) Subject to the additional limitations set forth below in this Section 7.5, Seller shall not be liable to the Purchaser Indemnified Parties for indemnification under Section 7.2(a) and Purchaser shall not be liable to the Seller Indemnified Parties for indemnification under Section 7.3(a) (other than in respect of a breach of or inaccuracy in any Fundamental Representations or any of the representations and warranties contained in Section 3.5) unless and until the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, have incurred Losses in excess of 0.5% of the Aggregate Consideration (the “Deductible”) in the aggregate, in which case the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, shall be entitled to bring a claim for only those Losses in excess of the Deductible.
(b) Notwithstanding anything to the contrary contained in this Agreement, (i) the maximum aggregate liability of Seller or Purchaser under this Article VII for Losses indemnified under Section 7.2(a) or Section 7.3(a) (other than in respect of a breach of or inaccuracy in any Fundamental Representations or any of the representations and warranties contained in Section 3.5), as applicable, shall not exceed 20% of the Aggregate Consideration and (ii) the maximum aggregate liability of Seller or Purchaser for Losses indemnified under this Article VII (other than in respect of Losses indemnified under Section 7.2(c)) or Article VIII shall not exceed the Aggregate Consideration.
(c) Payments by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 in respect of any Loss shall be reduced by the amount of any amounts actually recovered by the Indemnified Party under insurance policies, indemnities or other reimbursement arrangements with respect to such Losses less the amount of any costs of obtaining such recovery, including any resulting increase in premium or other costs of insurance. In the event that an insurance or other recovery is made by any Indemnified Party with respect to any Loss for which any such Person has been indemnified hereunder, then a refund equal to the aggregate amount of the recovery shall be promptly made to the applicable Indemnifying Party.
(d) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive or treble damages, other than indemnification for amounts paid or payable to third parties in respect of any Third Party Claim for which indemnification hereunder is oth...
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. 7.4.1 Owner’s total liability to Contractor under this Article 7 shall not exceed the Schedule Bonus Cap.
7.4.2 Notwithstanding anything contained herein to the contrary, if at any time Contractor’s Margin is reduced pursuant to Section 8.2 to:
(a) [***], then the aggregate amount of all Schedule Bonuses in respect of which Contractor has been paid or is entitled to be paid shall be reduced by an amount equal to [***] of such aggregate amount;
(b) [***], then the aggregate amount of all Schedule Bonuses in respect of which Contractor has been paid or is entitled to be paid shall be reduced by an amount equal to [***] of such aggregate amount; or
(c) [***], then the aggregate amount of all Schedule Bonuses in respect of which Contractor has been paid or is entitled to be paid shall be reduced by an amount equal to [***] of such aggregate amount; provided that, for the avoidance of doubt, the reductions described in this Section 7.4.2 shall not be cumulative. If Owner has paid any Schedule Bonus(es) to Contractor prior to such reduction, then Owner may, without prejudice to Section 41.7, deduct from any amounts owed to Contractor hereunder an amount equal to the amount of such reduction.
7.4.3 Notwithstanding anything contained herein to the contrary, if Owner determines in its reasonable discretion that Contractor has not or will not be entitled to payment for any Primary Milestone or Super Primary Milestone pursuant to and in accordance with Section 7.2 and Section 7.3, respectively, Owner shall have no obligation to pay to Contractor any Schedule Bonuses pursuant to this Agreement. If Owner has paid any Schedule Bonus(es) to Contractor prior to such determination, then Owner may, without prejudice to Section 41.7, deduct from any amounts owed to Contractor hereunder an amount equal to the aggregate amount of all such Schedule Bonuses previously paid.
7.4.4 For the avoidance of doubt, Contractor shall not be entitled to payment in respect of any Schedule Bonus unless and until the achievement of the relevant Schedule Milestone is confirmed by a Certificate of Schedule Milestone Achievement to be provided by Contractor together with the relevant Request for Payment.
Limitations. (a) The following time limitations shall apply to the indemnification obligations set forth in this Section 6:
(i) Sellers will have no indemnification liability under this Section 6 with respect to any claims made hereunder (other than (y) claims with respect to Company Fundamental Representations or Seller Fundamental Representations, which shall survive as provided in Section 6.1, and (y) Fraud Claims) unless on or before the date that is eighteen (18) months following the Closing Date, Buyer notifies the Sellers’ Representative of such claim specifying the factual basis of that claim in reasonable detail to the extent then known by Buyer.
(ii) Buyer will have no indemnification liability under this Section 6 with respect to any claims made hereunder (other than claims with respect to Buyer Fundamental Representations, which shall survive as provided in Section 6.1, and Fraud Claims) unless on or before the date that is eighteen (18) months following the Closing Date, Sellers’ Representative notifies Buyer of a claim specifying the factual basis of that claim in reasonable detail to the extent then known by Sellers’ Representative.
(b) Except as provided below, the Buyer Indemnified Persons shall not be entitled to indemnification pursuant to Section 6.2(b)(i) or 6.2(b)(ii) unless and until the aggregate amount of all Damages of all Buyer Indemnified Persons exceeds $100,000 (the “Deductible”), and then only for the amount of such Damages in excess of the Deductible subject to the caps set forth in this Section 6.6. The Deductible shall not apply to or otherwise affect the ability of Buyer Indemnified Persons to make claims or recover Damages with claims with respect to (i) any Company Fundamental Representation, (ii) any Seller Fundamental Representation, (iii) claims for indemnification under Section 6.2(b)(ii)(B) or Section 7.2(d)(C), or (iv) claims based on or involving intentional or deliberate misrepresentation or fraud (“Fraud Claims”).
(c) Except for Fraud Claims and the indemnification obligations of the Sellers identified in Schedule 6.6(d) (the “Fundamental Sellers”) for claims in respect of Company Fundamental Representations, the Sellers’ aggregate indemnification obligations under (A) Section 6.2(b)(i) or (B) Section 7.2 (Tax Matters) shall not exceed $6,000,000 (the “Standard Cap”). For the avoidance of doubt, Buyer acknowledges and agrees that the Sellers who are not Fundamental Sellers will have no liability for any indemnification obli...
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.
Limitations. (a) In no event shall the Seller or the Acquiror be liable for any Damages pursuant to Section 11.2(a) or 11.2(b), as applicable, unless and until the aggregate amount of all such Damages exceeds $100,000 (the “Liability Threshold”), in which case the Seller or the Acquiror, as applicable, shall be liable for all such Damages in excess of the Liability Threshold, and then not for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicable, in the aggregate; provided, however, that: (A) for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the Seller shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Cap.
(b) Each party agrees that it shall, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages to be indemnified. The amount of any Damages recoverable by a party under Section 11.2 shall be reduced by the amount of any insurance proceeds actually paid to the Indemnified Party or the Indemnitee, as applicable, relating to such claim.
(c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.
Limitations. EXCEPT FOR ANY WARRANTY, CONDITION OR GUARANTEE THAT CANNOT BE EXCLUDED BY LAW, ALL WARRANTIES IMPLIED OR OTHERWISE NOT STATED IN THIS SECTION 7 ARE EXCLUDED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND SUBJECT TO ANY SUCH WARRANTIES, CONDITIONS OR GUARANTEES WHICH CANNOT LAWFULLY BE EXCLUDED, OXFORD DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, ADEQUACY, TIMELINESS, COMPLETENESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF ANY KIND WITH RESPECT TO THE GOODS, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF FITNESS FOR ANY PARTICULAR PURPOSE (INCLUDING ANY PURPOSE RELATING TO A CUSTOMER’S LEGAL OR REGULATORY COMPLIANCE OBLIGATIONS). WITHOUT LIMITATION OF THE FOREGOING, OXFORD EXPRESSLY DOES NOT WARRANT THAT THE GOODS WILL MEET CUSTOMER’S REQUIREMENTS OR THAT OPERATION OF THE GOODS WILL BE UNINTERRUPTED OR ERROR FREE. CUSTOMER ASSUMES RESPONSIBILITY FOR THE RESULTS OBTAINED FROM CUSTOMER’S USE OF THE GOODS. Customer acknowledges that Customer has not relied on any statement, promise, representation, assurance or warranty made or given by any member of the Oxford Group or its agents which is not set out in this Agreement.
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. 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.
