LIMITATIONS ON ENFORCEMENT Clause Samples
The "Limitations on Enforcement" clause defines the boundaries and restrictions on how and by whom the terms of an agreement can be enforced. Typically, this clause specifies that only the parties to the contract, or certain designated individuals or entities, have the right to enforce its provisions, and may exclude third parties from bringing claims or seeking remedies under the agreement. By clearly outlining who has enforcement rights, this clause helps prevent unintended parties from asserting claims and ensures that only those directly involved in the contract can seek to uphold its terms, thereby reducing the risk of unexpected legal disputes.
LIMITATIONS ON ENFORCEMENT. 7.1 The Pledgee shall be entitled to enforce the Pledge without limitation in respect of:
(a) all and any amounts which are owed under the Credit Documents by the Pledgor itself or by any of its subsidiaries; and
(b) all and any amounts which correspond to funds that have been borrowed or otherwise raised under the Credit Documents, in each case to the extent borrowed, on-lent or otherwise passed on to, or issued for the benefit of, the Pledgor or any of its subsidiaries, or for the benefit of any of their creditors and in each case not repaid and outstanding from time to time (in aggregate, the “Unlimited Enforcement Amount”).
7.2 Besides an enforcement in respect of the Unlimited Enforcement Amount pursuant to Clause 7.1 above, the Pledgee shall not be entitled to enforce the Pledge against the Pledgor if and to the extent that:
(a) the Pledge secures the obligations of a Grantor which is (x) a shareholder of the Pledgor or (y) an affiliated company (verbundenes Unternehmen) within the meaning of section 15 of the German Stock Corporation Act (Aktiengesetz) of a shareholder of the Pledgor (other than the Pledgor and its subsidiaries); and
(b) the enforcement would have the effect of (x) reducing the Pledgor’s net assets (Reinvermögen) (the “Net Assets”) to an amount of less than its stated share capital (Stammkapital) or, if the Net Assets are already an amount of less than its stated share capital, of causing such amount to be further reduced and (y) would thereby affect the assets required for the obligatory preservation of the Pledgor’s stated share capital (Stammkapital) according to section 30, 31 German Limited Liability Companies Act (Gesetz betreffend die Gesellschaften mit beschränkter Haftung) provided that the amount of the stated share capital to be taken into consideration shall be the amount registered in the commercial register at the date hereof, and any increase of the stated share capital registered after the date of this Agreement shall only be taken into account if such increase has been effected with the prior written consent of the Collateral Agent.
7.3 The Net Assets shall be calculated as an amount equal to the sum of the values of the Pledgor’s assets (consisting of all assets which correspond to the items set forth in section 266 sub-section(2) A, B and C of the German Commercial Code (Handelsgesetzbuch) less the aggregate amount of the Pledgor’s liabilities (consisting of all liabilities and liability reserves which correspond ...
LIMITATIONS ON ENFORCEMENT. If, in any action to enforce this Guaranty or any proceeding to allow or adjudicate a claim under this Guaranty, a court of competent jurisdiction determines that enforcement of this Guaranty against any Guarantor for the full amount of the Obligations is not lawful under, or would be subject to avoidance under, Section 548 of the Bankruptcy Code or any applicable provision of comparable state law, the liability of such Guarantor under this Guaranty shall be limited to the maximum amount lawful and not subject to avoidance under such law.
LIMITATIONS ON ENFORCEMENT. 7.1 The Pledgee shall be entitled to enforce the Pledge without limitation in respect of:
(a) all and any amounts which are owed under the Credit Documents by the Pledgor itself or by any of its subsidiaries; and
LIMITATIONS ON ENFORCEMENT. Until the First Lien Obligations have been paid in full in cash: (i) The Second Lien Claimholders shall not (nor shall they instruct the Second Lien Collateral Agent to) exercise or seek to exercise any rights, power or remedies (including setoff) with respect to, or take any action in respect of, any of the Collateral and shall not (nor shall they instruct the Second Lien Collateral Agent to) institute any action or proceeding (whether judicial or non-judicial) with respect to such rights, powers or remedies.
LIMITATIONS ON ENFORCEMENT. Employee agrees that, if a court of competent jurisdiction determines, contrary to the Agreement of the parties, that any portion of this Agreement is unreasonable, invalid, overbroad or unenforceable, the remainder of the Agreement shall be given full effect without regard to the invalid provisions and PPD may enforce the covenant as to any lesser area, activity or time period which is deemed by the court to be reasonable and enforceable under applicable law. In this regard, the covenants shall be divisible as to activity, time and geographic area with each month deemed to be a separate period of time and each state and country, or part thereof, deemed to be a separate geographic area. Employee further agrees that PPD may, at its option, seek to enforce the covenant as to any lesser area, activity or time period which PPD deems appropriate.
LIMITATIONS ON ENFORCEMENT. Notwithstanding anything to the contrary contained herein or in any other Credit Document none of the Administrative Agent, the Collateral Agent or the Required Lenders, may take any of the actions described in this Section 11 with respect to any Default or Event of Default resulting from any action, inaction, omission or the occurrence of any event, in each case, that is reported publicly or otherwise disclosed to the Lenders more than two years following such date of disclosure or public report, from and after which time any such Default or Event of Default shall be deemed not to “exist” or be “continuing”; provided, that, it is understood and agreed that a press release, a filing with the SEC or a posting to the Platform for the Revolving Credit Facility shall constitute such a public report or disclosure; provided, further, that, no such two year limitation shall apply if (x) prior to the expiration of such two year period, the Administrative Agent or the Collateral Agent has commenced any remedial action with respect to such Default or Event of Default or has provided the Borrower with a reservation of rights letter with respect to such Default or Event of Default, (y) no notice of the applicable Default or Event of Default has been provided pursuant to Section 9.1(d) or (z) an Authorized Officer of any Credit Party had actual knowledge of the occurrence of any such Default or Event of Default and failed to provide notice thereof pursuant to this Agreement.
LIMITATIONS ON ENFORCEMENT. (a) Notwithstanding any other provision of the Finance Documents to the contrary, including without limitation Clauses 13.5 (Appropriation under the Financial Collateral Regulations) and 13.7 (Sale of Collateral Securities) of this Deed, in no event shall the Chargee be entitled to acquire, receive, vote or exercise any other rights in respect of any Collateral Securities to the extent (but only to the extent) that immediately upon giving effect to such acquisition, receipt or exercise of such rights (the “Ownership Limitation”):
(i) it would cause the Chargee to have Beneficial Ownership equal to or greater than 9.0% of the number of the total outstanding Shares of the Issuer;
(ii) the Chargee, under any federal, state or local laws, rules, regulations or regulatory orders or any provisions of the constitutional documents of the Issuer, in each case, applicable to ownership of the Shares (the “Applicable Restrictions”), would own, beneficially own, constructively own, control, hold the power to vote or otherwise meet a relevant definition of ownership in excess of a number of such Shares equal to:
(A) the number of such Shares that would give rise to any reporting or registration obligation or other requirement (including obtaining prior approval by any person or entity) of the Chargee or would result in an adverse effect on the Chargee under any Applicable Restriction, as determined by the Chargee in its reasonable discretion; less
(B) 1% of the number of the total outstanding Shares.
(b) The inability of the Chargee to acquire, receive or exercise rights with respect to the Collateral Securities as provided above at any time as a result of an Ownership Limitation shall not preclude the Chargee from taking such action at a later time when no such Ownership Limitation is then existing or would result under this provision. Notwithstanding any other provision of the Finance Documents to the contrary, the Chargee shall not become the record or beneficial owner, or otherwise have any rights as a holder, of any Collateral Securities that the Chargee is not entitled to acquire or receive, or exercise any other rights, at any time pursuant to Clauses 13.5 (Appropriation under the Financial Collateral Regulations) and 13.7 (Sale of Collateral Securities) of this Deed, until such time as the Chargee is not prohibited from acquiring, receiving or exercising such rights in respect thereof under this Clause 13.9.
(c) Notwithstanding any other provision of the Finance...
LIMITATIONS ON ENFORCEMENT. 8.1 The Pledgee shall be entitled to apply proceeds of an enforcement of the Pledge towards satisfaction of the Obligations without limitation in respect of:
(a) all and any amounts which are owed under the Credit Documents by the Pledgor itself, the Company or by any of their subsidiaries; and
LIMITATIONS ON ENFORCEMENT. Notwithstanding any other provision of this Lease to the contrary, in no event shall Tenant be liable for any punitive, indirect, special or consequential damages suffered by Landlord arising from Tenant’s default under or breach of this Lease; provided, however, that the foregoing limitation on damages shall in no event apply to Tenant’s failure to comply with, or breach of, Sections 13.15, 13.16, 13.21 and 13.23, in which event Landlord shall have recourse to all rights and remedies available under this Lease, at law or equity with no such limitation on damages. Except for any of Tenant’s monetary obligations under this Lease, this Lease and the obligations of Landlord hereunder shall not be affected or impaired because Tenant is unable to fulfill any of its non-monetary obligations hereunder or is delayed in doing so, if such inability or delay is caused by reason of a Force Majeure Event, and the time for the other Tenant’s performance shall be extended for the period of any such delay.
LIMITATIONS ON ENFORCEMENT. If any restriction set forth in this Section is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time, over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which such court shall consider enforceable.