Limitations and Expiration Sample Clauses

Limitations and Expiration. Notwithstanding the above, -------------------------- (a) there shall be no liability for indemnification under this Section 11 unless and until the aggregate amount of all Losses exceeds $100,000 (at which point the Indemnified Parties shall be entitled to be indemnified up to the total of all Losses, including the initial $100,000), (b) there shall be no liability for indemnification under this Section 11 for any Losses which, in the aggregate, exceed the value of ten percent (10%) of the aggregate value of the Active Common Stock received by such Alier Shareholders (where the aggregate value shall be equal to the Active Common Stock issued hereunder multiplied by the Active Closing Price) ("Escrow Amount"), except as provided in Section 11.3(c) below; provided, however, that (i) except for stock dividends (which will be added to the Escrow Amount), any dividends will be delivered to the Alier Shareholders in accordance with the number of shares of Active Common Stock held in escrow on behalf of the such holder, and (ii) the Alier Shareholders will have voting rights with respect to the Escrow Amount while held in escrow and will retain and will be able to exercise all other incidents of ownership of the shares held in escrow which are not inconsistent with the terms and conditions of this Agreement, (c) an amount equal to the Escrow Amount shall be withheld from the Merger Consideration paid by Active to such Alier Shareholders and shall be held in escrow for a period of twelve months from the Closing Date (the "Escrow Fund"), and the Escrow Fund shall be Active's sole and exclusive remedy for any Losses, (d) all claims for Losses paid to the Indemnified Parties shall be paid only from the Escrow Fund and any moneys remaining in the Escrow Fund at the expiration of the twelve month period following the Closing Date shall be transferred to the Alier Shareholders in proportionate interests therein, (e) nothing in this Agreement shall limit, in any manner (whether by time, amount, procedure or otherwise), any remedy at law or in equity to which Active may be entitled as a result of actual fraud by any Alier Shareholder, and (f) the indemnification obligations under this Section 11 shall terminate on the later of (i) the Expiration Date, (ii) the final resolution of any and all claims under this Agreement pending as of the Expiration Date and (iii) with respect to representations, warranties and covenants regarding Taxes, the expiration of the applicable st...
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Limitations and Expiration. Notwithstanding Sections 4.7(a) and (b): (i) The aggregate amount for which the Company is required to indemnify the Buyer Indemnified Parties under this Section 4.7 shall not exceed the Escrow Fund; provided, however, that this limitation shall not apply to, and the Buyer Indemnified Parties shall not be obligated to apply any claims against the Escrow Fund with respect to, the Company's liability for (i) Damages arising out of any liabilities referenced in Sections 4.7(a)(iii) or (iv); (ii) any indemnity under Section 4.8(b) or any Damages arising out of any breaches of the covenants of the Company set forth in Section 4.8; (iii) Damages based on fraud or willful breaches by Company, or any of its affiliates or agents on behalf of Company, of any of its representations or warranties contained in this Agreement (as qualified by the Company Disclosure Schedules) or in any certificate delivered by or on behalf of Company at the Closing; or (iv) any adjustment to the Estimated Consideration under Sections 1.3, and 1.4 (it being understood that any matter with respect to which any such adjustment is made under Section 1.4 shall not also be considered a breach of any representation or warranty of Company contained in this Agreement). (ii) The indemnification obligations of Company under this Section 4.7 shall terminate at the date that is the later of the dates specified in clause (A) and (B) of this Section 4.7(c)(ii): (1) Except as to representations, warranties and covenants specified in clauses (A)(2) and (A)(3) of this Section 4.7(c)(ii), and subject to clause (B) of this Section 4.7(c)(ii), the Initial Release Date as defined in Section 9(a) of the Escrow Agreement (the "Initial Release Date"); provided, however, that, notwithstanding any other provision of this Agreement, no Claim (as defined in Section 4.7(d) below) with respect to any of the matters referenced in this clause (A)(1) shall be effective unless Buyer gives the Company a Claim Notice (as defined in Section 4.7(d)) on or prior to the Initial Release Date; or (2) With respect to the covenants of the Company set forth in Section 4.8, the expiration of all relevant Federal, state or foreign statute of limitation (including extensions thereof); or (3) With respect to Excluded Liabilities or any liabilities of the Company that are not Included Liabilities, and except as set forth in clause (A)(2) of this Section 4.7(c)(ii), the indemnification of the Company shall survive forever; or (B) Notwith...
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Limitations and Expiration. Notwithstanding the above: -------------------------- (a) There shall be no liability for indemnification under this Section 5 unless and until the aggregate amount of all Damages claimed by the Xxxxx-Xxxxxx Indemnified Persons or the TVN Indemnified Persons, as the case may be, exceeds $250,000, and all liability for such Indemnified Persons' Damages under this Section 5 shall exclude the first $250,000 of such Indemnified Persons' Damages once such threshold has been exceeded. The foregoing limitations shall not apply to Claims or Damages with respect to Taxes under Section 2.1(h), clause (ii) of 5.1(a) or clauses (ii) and (iii) of 5.1(b). (b) The maximum liability for Damages under this Section 5 payable by Xxxxx-Xxxxxx and GRTV to the TVN Indemnified Persons shall be an aggregate of the lesser of $4.5 million or the amounts paid by TVN or Newco under the Promissory Note, except with respect to Claims relating to Taxes in Section 2.1(h) or any of the Excluded Liabilities, and an aggregate of $4.5 million payable by TVN and Newco to the Xxxxx-Xxxxxx Indemnified Persons, except with respect to Claims relating to clauses (ii) and (iii) of Section 5.1(b). Indemnification under this Section 5 shall be the exclusive remedy of the TVN Indemnified Persons or the Xxxxx-Xxxxxx Indemnified Persons, as the case may be, and shall be in lieu of any statutory, other contractual, equitable or common law remedy any party may have for a breach of a representation, warranty or covenant contained herein, and all such other rights and remedies are hereby irrevocably waived, other than (i) any non-monetary remedy pursuant to Section 6.2 (except for recission or similar remedies), (ii) any cause of action by any party to this Agreement with respect to the fraudulent inducement of this Agreement and (iii) any Claim or cause of action by a Xxxxx-Xxxxxx Indemnified Person relating to TVN's or Newco's failure to pay the Promissory Note pursuant to its terms and conditions (other than any right of offset TVN or Newco may have hereunder) or failure to perform any of their other obligations under the Loan Documents. (c) The indemnification obligations under this Section 5 shall terminate on the later of (i) 18 months after the Execution Date, except in the case of indemnification obligations of TVN and Newco with respect to the payment of the Promissory Note (or with respect to any of their obligations under the other Loan Documents) or the issuance of TVN Common Stock upon conversi...
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Limitations and Expiration. Notwithstanding the above: 7.2.1 Following the Closing, there shall be no liability for indemnification under this Article VII for any breach of a representation, warranty or covenant or agreement made by the Purchaser, or the Company, as the case may be, in this Agreement unless and until the aggregate amount of all Indemnifiable Damages exceeds one percent (1%) of the Purchase Price (without giving effect to any materiality or material adverse effect qualifications or materiality exceptions contained in any provision of this Agreement), in which event the Purchaser or the Company, as the case may be, shall be entitled to claim indemnity for the full amount of such Indemnifiable Damages, subject to the other limitations set forth in this Section 7.2. 7.2.2 With respect to the Company, the limitation set forth in Section 7.2.1 above shall not apply (i) to breaches of the representations or covenants set forth in Sections 9.12 (Brokers’ and Finders’ Fees) or 1.8 (Insurance Proceeds), or (ii) to discharge the Excluded Liabilities or for failure to pay pursuant to Section 2.3. 7.2.3 With respect to the Purchaser, the limitation set forth in Section 7.2.1 above shall not apply (i) to a breach of the representation set forth in Section 9.12 (Brokers’ and Finders’ Fees), (ii) for failure to pay the Purchase Price, or (iii) to discharge the Assumed Liabilities in accordance with their terms. 7.2.4 Notwithstanding anything to the contrary herein, except with respect to claims based upon fraud or with respect to Sections 4.1.1 (first sentence), 4.2 (other than clause (c) of the last sentence thereof), 4.8 (first sentence) and 9.12 (which claims shall not be subject to any limitation on the aggregate amount of payment made to satisfy Indemnifiable Damages with respect to such claims), following the Closing, the aggregate amount of all payments made by the Company or the Purchaser in satisfaction of Indemnifiable Damages (a) for Breach of Warranty Claims under this Agreement, (b) relating to the Xxxxxxx Receivable and (c) related to the Release of Hazardous Materials or the violation or operation of Environmental Laws on or before the Closing Date, shall not exceed the Escrow Amount. 7.2.5 Except as set forth below, each of the representations and warranties made by the Parties in this Agreement, shall survive for a period of eighteen (18) months after the Closing Date, notwithstanding any investigation at any time made by or on behalf of any Party, and upon the expi...
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Limitations and Expiration. 42 10.4 Indemnification Procedures ................................................ 43 10.5 Expenses .................................................................. 43
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Related to Limitations and Expiration

  • Term and Expiration This Agreement shall be effective as of the Effective Date and unless terminated earlier pursuant to Section 9.2 or 9.3, this Agreement shall continue in effect until expiration of all royalty obligations hereunder. Upon expiration of all royalty obligations under this Agreement, such licenses to Merck pursuant to Sections 3.1(a), 3.1(b) and 3.2 as were in effect immediately prior to such expiration shall become fully paid-up, perpetual licenses. *** Confidential Treatment Requested

  • Termination and Expiration 13.1 YALE shall have the right to terminate this Agreement after written notice to LICENSEE in the event LICENSEE: (a) fails to make any material payment due and payable pursuant to this Agreement unless LICENSEE shall make all such payments (and all interest due on such payments under Article 6.4) within the thirty (30) day period after receipt of written notice from YALE; or (b) commits a material breach of any other provision of this Agreement which is not cured (if capable of being cured) within the sixty (60) day period after receipt of written notice thereof from YALE, or upon receipt of such notice if such breach is not capable of being cured; or (c) fails to obtain or maintain adequate insurance as described in Article 14, whereupon YALE may terminate this Agreement immediately upon written notice to LICENSEE. 13.2 This Agreement shall terminate automatically without any notice to LICENSEE in the event LICENSEE shall cease to carry on its business or becomes INSOLVENT, or a petition in bankruptcy is filed against LICENSEE and is consented to, acquiesced in or remains undismissed for sixty (60) days, or LICENSEE makes a general assignment for the benefit of creditors, or a receiver is appointed for LICENSEE. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 13.3 LICENSEE shall have the right to terminate this Agreement upon written notice to YALE: (a) at any time on three (3) months’ notice to YALE, provided LICENSEE is not in breach and upon payment of all amounts due YALE throughout the effective date of termination; or (b) in the event YALE commits a material breach of any of the provisions of this Agreement and such breach is not cured (if capable of being cured) within the sixty (60) day period after receipt of written notice thereof from LICENSEE, or upon receipt of such notice if such breach is not capable of being cured, 13.4 Upon termination of this Agreement for any reason, all rights and licenses granted to LICENSEE under the terms of this Agreement are terminated. Upon such termination, and subject to Article 13.4, YALE may elect, in its sole discretion, to cause LICENSEE, its SUBLICENSEES, or AFFILIATES to immediately cease to manufacture or sell some or all ROYALTY PRODUCTS. Within sixty (60) days after the effective date of termination LICENSEE shall return to YALE: (a) all materials relating to or containing the POOLED PATENTS and CONFIDENTIAL INFORMATION disclosed by YALE; (b) the last report required under Article 7 or 9; and (c) all payments incurred up to the effective date of termination. LICENSEE’S payment obligations under the Agreement shall terminate upon the effective date of termination except with respect to payments incurred prior to such effective date. Notwithstanding the foregoing, in the event that YALE elects to allow LICENSEE, its SUBLICENSEES, or AFFILIATES to continue to manufacture and sell ROYALTY PRODUCTS, LICENSEE (or its SUBLICENSEES or AFFILIATES) shall continue to pay royalties to YALE until the earlier of the events to occur in Article 6.1(d)(i) for each such ROYALTY PRODUCT. Also upon termination of this Agreement, all sublicenses to the POOLED PATENTS that are granted by LICENSEE pursuant to this Agreement shall also terminate on the date of termination of this Agreement subject to Article 13.4(c). Notwithstanding the foregoing, each SUBLICENSEE shall have the continuing obligation to pay EARNED ROYALTIES to YALE on any ROYALTY PRODUCT (including those covered only by POOLED PATENTS owned solely by LICENSEE) after any such termination, and shall continue until the earlier of the events to occur in Article 6.1(d)(í) for each such ROYALTY PRODUCT. 13.5 Termination of this Agreement shall not affect any rights or obligations accrued prior to the effective date of such termination and specifically LICENSEE’s obligation to pay all royalties and other payments specified by Articles 4, 5 and 6. The following provisions shall survive any termination: Article

  • Commencement and Expiration This Agreement shall commence as of the date first above written and, unless sooner terminated pursuant to Paragraph 5.2 or by operation of law or otherwise, shall expire at the end of the Offering Period.

  • Effect of Termination or Expiration Upon any termination of this XXXX, or license granted pursuant to this XXXX, or upon expiration of a term license: (a) all Software Licenses will immediately terminate; (b) Licensee will immediately cease all use of the Software; and (c) Licensee must either deliver to OT or destroy all copies of Software, Documentation, and OT confidential information in Licensee’s possession or control. Within 15 days after termination, an authorized representative of Licensee must certify in writing that all copies have been delivered to OT or destroyed. Any terms in this XXXX which by their nature extend beyond termination or expiration of this XXXX will remain in effect until fulfilled.

  • Delivery upon Termination or Expiration No later than the first calendar day after the termination or expiration of the Contract or upon System Agency’s request, Grantee shall deliver to System Agency all completed, or partially completed, Work Product, including any Incorporated Pre-existing Works, and any and all versions thereof. Xxxxxxx’s failure to timely deliver such Work Product is a material breach of the Contract. Grantee will not retain any copies of the Work Product or any documentation or other products or results of Grantee’s activities under the Contract without the prior written consent of System Agency.

  • Payments on Termination and Survival of Certain Rights and Obligations Payments to the Advisor pursuant to this Section 13.03 shall be subject to the 2%/25% Guidelines to the extent applicable. (i) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder except it shall be entitled to receive from the Company within 30 days after the effective date of such termination (A) all unpaid reimbursements of expenses and all earned but unpaid fees payable to the Advisor prior to termination of this Agreement and (B) the Subordinated Performance Fee Due Upon Termination, provided that no Subordinated Performance Fee Due Upon Termination will be paid if the Company has paid or is obligated to pay the Subordinated Incentive Fee. (ii) The Advisor shall promptly upon termination: (a) pay over to the Company all money collected pursuant to this Agreement, if any, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (b) deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board; (c) deliver to the Board all assets and documents of the Company then in the custody of the Advisor; and (d) cooperate with the Company to provide an orderly transition of advisory functions.

  • Rights and Duties upon Termination or Expiration 8.4.1 This Section and the following Sections of this Agreement listed below, shall survive termination or expiration of this Agreement: 3.3.2 Payment Limited to Satisfactory Services 9.1 Ownership of Results 3.3.7(a) Grant Funded Contracts - Disallowance 9.2 Works for Hire

  • Data Transfer Upon Termination or Expiration Provider will notify the Division of impending cessation of its business and any contingency plans. Provider shall implement its exit plan and take all necessary actions to ensure a smooth transition of service with minimal disruption to the Division. As mutually agreed upon and as applicable, Provider will work closely with its successor to ensure asuccessful transition to the new equipment, with minimal downtime and effect on the Division, all such work to be coordinated and performed in advance of the formal, transition date.

  • Effects of Expiration or Termination Upon expiration of the License Term or termination of this Agreement, Customer shall promptly pay all sums owed by Customer, return the original copies of all Licensed Products to PTC, destroy and/or delete all copies and backup copies thereof from Customer’s computer libraries, storage facilities and/or hosting facilities, and certify in writing by an officer that Customer is in compliance with the foregoing requirements and that the Licensed Products are no longer in Customer’s possession or in use.

  • Termination or Expiration (a) No termination of this Lease prior to the normal ending thereof, by lapse of time or otherwise, shall affect Landlord's right to collect rent for the period prior to termination thereof. (b) Except as provided in Section 18 above, at the expiration or earlier termination of the Term of this Lease, Tenant shall surrender the Demised Premises and all improvements, alterations and additions thereto, and keys therefor to Landlord, clean and neat, and in the same condition as at the Lease Commencement Date, excepting normal wear and tear, condemnation and casualty other than that required to be insured against by Tenant hereunder. (c) If Tenant remains in possession of the Demised Premises after expiration of the Term, with or without Landlord's acquiescence and without any express agreement of the parties, Tenant shall be a tenant-at-sufferance at 125% of the Base Rent in effect at the end of the Term for sixty (60) days, and thereafter at one hundred fifty percent (150%) of the Base Rent in effect at the end of the Term. Tenant shall also continue to pay all other Additional Rent due hereunder, and there shall be no renewal of this Lease by operation of law. In addition to the foregoing, Tenant shall be liable for all costs incurred by Landlord in enforcing the provisions of this Section 30. No receipt of money by Landlord from Tenant after the termination of this Lease or Tenant's right of possession of the Demised Premises shall reinstate, continue or extend the Term or Tenant's right of possession.

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