Limitations, Etc Sample Clauses

Limitations, Etc. (a) Notwithstanding anything in this Agreement to the contrary, the liability of the Indemnitor to indemnify the Indemnified Party against any Damages shall be limited to indemnification claims with respect to which the Indemnified Party has given to the Indemnitor written notice thereof at or prior to the expiration of the applicable survival period, if any, as set forth in Section 11.12.
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Limitations, Etc. (a) Notwithstanding anything to the contrary herein, the aggregate liability or deemed liability for Damages under this Article 8 or otherwise shall not exceed nine million dollars ($9,000,000) for either (i) Parent or (ii) Buyer and the Surviving Corporation. For purposes of this Article 8, all representations and warranties of the Company in Article 2 (other than Section 2.27), Parent in Article 3 and Buyer and Merger Sub in Article 4 shall be construed as if the term material” and any reference to “Material Adverse Change” (and variations thereof) were omitted from such representations and warranties.
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Limitations, Etc. Notwithstanding anything herein to the contrary:
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Limitations, Etc. In addition to any other limitation set forth in this Agreement, the Parent Indemnitees’ indemnification rights pursuant to this Section 9 shall be further limited as follows:
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Limitations, Etc. (a) Notwithstanding anything to the contrary herein, the aggregate liability of the Accredited Stockholders for Damages under this Article VI shall not exceed $5,360,700, except as set forth in clause (e) below. For purposes solely of this Article VI, all representations and warranties of the Company in Article II (other than Section 2.36) shall be construed as if the term “material” and any reference to “Company Material Adverse Effect” (and variations thereof) were omitted from such representations and warranties.
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Limitations, Etc. (a) Notwithstanding anything to the contrary herein, the aggregate liability or deemed liability for Damages under this Article 7 shall not exceed (i) Four Million Five Hundred Thousand Dollars ($4,500,000) for any of the Company, Stockholders (or the Stockholder Representative as representative of the Stockholders, it being acknowledged that the Stockholder Representative shall otherwise have no liability hereunder, other than for the willful misconduct or gross negligence of the Stockholder Representative) or (ii) Four Million Five Hundred Thousand Dollars ($4,500,000) for any of Buyer, Merger Sub or Surviving Corporation; provided, however, that in the case of Buyer, Merger Sub and Surviving Corporation such limitation shall exclude and shall be inapplicable to or in respect of any Damages based on any (A) breach by Buyer, Merger Sub or Surviving Corporation of any of the provisions of this Agreement providing for the payment of any Merger Consideration, (B) breach by Buyer of Section 8.2, (C) breach by Buyer, Merger Sub or Surviving Corporation of any provisions of this Agreement so as to cause the Merger to fail to constitute a Tax-Free Reorganization (provided that at the time any such claims are asserted, neither the Company, the Stockholders or the Stockholder Representative has taken any action which has caused or is reasonably likely to cause the Merger to fail to constitute a Tax-Free Reorganization), (D) breach by Buyer or Surviving Corporation of Section 1.9(d) that has caused Surviving Corporation to fail to achieve Milestone Revenue for any Milestone period, and (E) indemnification claims brought by any Stockholder under Section 8.6. For purposes solely of determining Damages (and not liability) pursuant to this Article 7, all representations and warranties of the Company in Article 2 (other than Section 2.25) and Buyer in Article 3 (other than Section 3.15) shall be construed as if the term "material" and any reference to "Material Adverse Change" (and variations thereof) were omitted from such representations and warranties.
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Limitations, Etc. (a) Notwithstanding anything to the contrary contained in this Agreement, the aggregate liability of the Company Holders and Cashed-Out Holders for Damages under this Agreement shall not exceed the Escrow Amount and the liability of the Buyer and the Surviving Corporation for Damages under this Agreement shall not exceed $1,000,000. For purposes solely of this Article 7, all representations and warranties of the Company in Article 2 (other than Section 2.25) shall be construed as if the term “material” and any reference to “Material Adverse Change” (and variations thereof) were omitted from such representations and warranties.
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Limitations, Etc. (a) It is understood and agreed that the sole recourse of a Buyer Indemnified Person for Damages suffered under Section 6.1(a), other than for a breach of a Seller Parties’ Fundamental Representation and/or Actual Fraud, will be recovery from the R&W Policy. Subject to the limitations set forth in this Article 6, the order of recourse with respect to indemnification for Damages suffered by a Buyer Indemnified Person under Section 6.1(a) for a breach of a Seller Parties’ Fundamental Representation will, solely to the extent such Damages are actually covered and collectible under the R&W Policy, be: first, from the R&W Policy, up to the R&W Policy Limit, to the extent that such Damages are covered and actually collected under the R&W Policy after using reasonable efforts to collect (which will not require litigation or threatened litigation); and second, directly from Parent and the Seller to the extent not covered by the R&W Policy or not actually recovered under the R&W Policy after using reasonable efforts to collect (which will not require litigation or threatened litigation); provided, neither Parent’s and Seller’s liability under this sentence will not exceed in the aggregate the Base Purchase Price (the “Cap”). Nothing in this Article 6 will be deemed to limit or prohibit any rights of the Buyer Indemnified Persons as against any insurer under the R&W Policy. Notwithstanding the limitations in this Section 6.5(a), if coverage under the R&W Policy is used to cover losses arising from breaches of Seller Parties’ Fundamental Representations (“Fundamental Representation Losses”) and, as a result of such coverage, the full limits of the R&W Policy are not available to cover losses arising from breaches of the Seller’s representations and warranties that are not Seller Parties’ Fundamental Representations (“Ordinary Representation Losses”), then Seller and Parent will be directly responsible for Ordinary Representation Losses arising from claims made during the applicable claims period under the R&W Policy, but such responsibility will be capped at the dollar amount of the R&W Policy used to cover Fundamental Representation Losses. Notwithstanding anything to the contrary in this Agreement, recovery under the R&W Policy will not be limited by the survival periods or other limitations in this Agreement. Rather, recovery under the R&W Policy will be in accordance with the terms of such policy.
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Limitations, Etc 
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Related to Limitations, Etc

  • No Limitations, Etc (a) Except for termination of a Guarantor’s obligations hereunder as expressly provided in Section 7.15, 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 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 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 or any other agreement, including with respect to any other Guarantor under this 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 Secured Party for the Obligations or any of them, (iv) any default, failure or delay, wilful or otherwise, in the performance of the 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 indefeasible payment in full in cash of all the Obligations). Each Guarantor expressly authorizes the Collateral Agent to take and hold security for the payment and performance of the 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 Obligations, all without affecting the obligations of any Guarantor hereunder.

  • Limitations on Participant Rights A Participant shall not be entitled to receive any greater payment under Sections 2.12, 2.13 or 2.15 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent or except to the extent the right to greater payment results from a Change in Law after the Participant becomes a Participant.

  • Options, Etc No person has the right (whether exerciseable now or in the future and whether contingent or not) to call for the issue of any share or loan capital of the Company under any option or other agreement (including conversion rights and rights of pre-emption) and no claim has been made by any person to be entitled to any such right.

  • Limitations upon Participant Rights A Participant shall not be entitled to receive any greater payment under Section 3.01 or 3.04 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 3.01(e) as though it were a Lender.

  • LIMITATIONS ON ALLOCATIONS If the Employer maintains or has ever maintained another qualified plan (other than the Sponsor's paired defined contribution plan numbers 01003, 01004, 01006, or the Sponsor's paired defined benefit plan number 02001), in which any Participant in this Plan is (or was) a Participant or could possibly become a Participant, the following provision(s) must apply. The Employer must also complete this Section if it maintains a welfare benefit fund, as defined in Section 419(e) of the Code, or an individual medical account, as defined in Section 415(l)(2) of the Code, under which amounts are treated as Annual Additions with respect to any Participant in the Plan.

  • Limitation on Participant Rights A Participant shall not be entitled to receive any greater payment under Section 3.01 or 3.04 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 3.01(e) as though it were a Lender.

  • Other Limitations Prior to the payment in full of the Debt, neither Borrower nor any of its Affiliates shall, without the prior written consent of Lender (which may be furnished or withheld at its sole and absolute discretion), give its consent or approval to any of the following actions or items:

  • Limitation Notwithstanding any provisions in the Declaration of Trust and these By-Laws pertaining to indemnification, all such provisions are limited by the following undertaking set forth in the rules promulgated by the Securities and Exchange Commission: In the event that a claim for indemnification is asserted by a Trustee, officer or controlling person of the Trust in connection with the registered securities of the Trust, the Trust will not make such indemnification unless (i) the Trust has submitted, before a court or other body, the question of whether the person to be indemnified was liable by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of duties, and has obtained a final decision on the merits that such person was not liable by reason of such conduct or (ii) in the absence of such decision, the Trust shall have obtained a reasonable determination, based upon a review of the facts, that such person was not liable by virtue of such conduct, by (a) the vote of a majority of Trustees who are neither interested persons as such term is defined in the Investment Company Act of 1940, nor parties to the proceeding or (b) an independent legal counsel in a written opinion. The Trust will not advance attorneys' fees or other expenses incurred by the person to be indemnified unless (i) the Trust shall have received an undertaking by or on behalf of such person to repay the advance unless it is ultimately determined that such person is entitled to indemnification and (ii) one of the following conditions shall have occurred: (x) such person shall provide security for his undertaking, (y) the Trust shall be insured against losses arising by reason of any lawful advances or (z) a majority of the disinterested, non-party Trustees of the Trust, or an independent legal counsel in a written opinion, shall have determined that based on a review of readily available facts there is reason to believe that such person ultimately will be found entitled to indemnification.

  • Definitions Etc For purposes of this Section 5 and Section 7: The issuance of any warrants, options or other subscription or purchase rights with respect to shares of Common Stock and the issuance of any securities convertible into or exchangeable for shares of Common Stock (or the issuance of any warrants, options or any rights with respect to such convertible or exchangeable securities) shall be deemed an issuance at such time of such Common Stock if the Net Consideration Per Share which may be received by the Company for such Common Stock (as hereinafter determined) shall be less than the Purchase Price at the time of such issuance and, except as hereinafter provided, an adjustment in the Purchase Price and the number of shares of Common Stock issuable upon exercise of this Warrant shall be made upon each such issuance in the manner provided in Section 5. 1. Any obligation, agreement or undertaking to issue warrants, options, or other subscription or purchase rights at any time in the future shall be deemed to be an issuance at the time such obligation, agreement or undertaking is made or arises. No adjustment of the Purchase Price and the number of shares of Common Stock issuable upon exercise of this Warrant shall be made under Section 5.1 upon the issuance of any shares of Common Stock which are issued pursuant to the exercise of any warrants, options or other subscription or purchase rights or pursuant to the exercise of any conversion or exchange rights in any convertible securities if any adjustment shall previously have been made upon the issuance of any such warrants, options or other rights or upon the issuance of any convertible securities (or upon the issuance of any warrants, options or any rights therefor) as above provided. Any adjustment of the Purchase Price and the number of shares of Common Stock issuable upon exercise of this Warrant with respect to this Section 5.2 which relates to warrants, options or other subscription or purchase rights with respect to shares of Common Stock shall be disregarded if, as, and to the extent that such warrants, options or other subscription or purchase rights expire or are canceled without being exercised, so that the Purchase Price effective immediately upon such cancellation or expiration shall be equal to the Purchase Price that otherwise would have been in effect at the time of the issuance of the expired or canceled warrants, options or other subscriptions or purchase rights, with such additional adjustments as would have been made to that Purchase Price had the expired or cancelled warrants, options or other subscriptions or purchase rights not been issued. For purposes of this Section 5.2, the "Net Consideration Per Share" which may be received by the Company shall be determined as follows:

  • Exceptions to Limitations Conversions to Alternate Base Rate Loans shall be permitted in the case of clauses (i) and (ii) of Section 2.1(b) above, in each case, unless the Administrative Agent has otherwise accelerated the Obligations or exercised other rights that terminate the Commitments under Section 10.2.

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