Limitations on Obligations. It is expressly agreed by each Borrower that, notwithstanding any other provision of this Agreement, each Borrower shall remain liable under each Receivable and contract giving rise to each Receivable to observe and perform all the conditions and obligations to be observed and performed by each Borrower in accordance with and pursuant to the terms and provisions of each such Receivable and contract. Neither the Administrative Agent nor any Lender shall have any obligation or liability under any Receivable or contract by reason of or arising out of this Agreement or the assignment of such Receivable or contract to the Administrative Agent, for the ratable benefit of the Lenders, or the receipt by the Administrative Agent, for the ratable benefit of the Lenders, of any payment relating to the Receivable pursuant to this Agreement, nor shall the Administrative Agent or any Lender be required or obligated in any manner to perform or fulfill any of the obligations of a Borrower under or pursuant to any Receivable or contract, or to make any payment, or to make any inquiry as to the nature or the sufficiency of any payment received by it or the sufficiency of any performance by any party under any Receivable, or to present or file any claim, or to take any action to collect or enforce any performance or the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.
Limitations on Obligations. The obligations set out in paragraph 1 shall not apply, or shall cease to apply, to Confidential Information which the Recipient can show to the Provider's reasonable satisfaction:
2.1 that it is, or becomes generally available to the public other than as a direct or indirect result of the information being disclosed by the Recipient in breach of this letter agreement; or
2.2 was already lawfully known to the Recipient before it was disclosed by the Provider; or
2.3 has been received by the Recipient from a third party source that is not connected with the Provider and that such source was not under any obligation of confidence in respect of that information.
Limitations on Obligations. From and after the Termination Date, the restrictions set forth in this Article shall not apply to such information which is then in the public domain, if the Executive was not responsible, directly or indirectly, for permitting such information to enter the public domain without the consent of the Company.
Limitations on Obligations. Notwithstanding anything to the contrary herein, Athena may update or modify athenaNet or the Interface from time to time, without liability, at its sole discretion. Partner may update or modify Partner Services from time to time at its sole discretion. Each Party acknowledges that these updates and modifications may adversely affect the functionality of the Interface and that the Interface may be limited by practical problems that exceed the commercially reasonable obligations of the Parties and that neither Party will be responsible for failure to expend efforts or resources beyond those commercially reasonable efforts under the circumstances. Except as provided herein, neither Party will be responsible for the action or inaction of other entities or for events outside of its reasonable control.
Limitations on Obligations. The restrictions on use and the obligations of confidentiality contained in the Contract will not apply to any information that the Receiving Party can demonstrate (i) is then in the public domain by acts not attributable to the Receiving Party, its representatives or Affiliates, (ii) is disclosed to a third party on an unrestricted basis by the party to whom it belonged, (iii) is hereafter received on an unrestricted basis by the Receiving Party from a third party source who to the Receiving Party's knowledge is not and was not bound by confidentiality obligations to the Disclosing Party, or (iv) was known to the Receiving Party without the use of or reference to Proprietary Information as evidenced by competent and contemporaneous documentation.
Limitations on Obligations. The obligations of each Party specified in this Section 12 shall not apply, and such Party shall have no further obligations, with respect to any Confidential Information of the other Party that the receiving Party can prove by competent written evidence:
(a) is now, or hereafter becomes, through no act or failure to act on the part of the receiving Party or its Affiliates, generally known or available to the public;
(b) is known by the receiving Party or its Affiliates at the time of receiving such information other than as a result of the receiving Party’s or its Affiliates’ breach of any legal obligation, as evidenced by its or its Affiliates’ records;
(c) becomes known to the receiving Party or its Affiliates through disclosure, as a matter of right and without restriction on disclosure, by a Third Party who is under no obligation of non-disclosure to the disclosing Party or its Affiliates; or
(d) is independently developed by the receiving Party without the aid, reference to, reliance upon or use of the Confidential Information of the disclosing Party, as evidenced by such Party’s written records; or
(e) is the subject of a written permission to disclose provided by the disclosing Party.
Limitations on Obligations. (a) The provisions of this Guaranty are severable, and in any action or proceeding involving any state corporate law, or any state, federal or foreign bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of any Guarantor under this Guaranty would otherwise be held or determined to be avoidable, invalid or unenforceable on account of the amount of such Guarantor's liability under this Guaranty, then, notwithstanding any other provision of this Guaranty to the contrary, the amount of such liability shall, without any further action by such Guarantor, the Administrative Agent or the Lenders, be automatically limited and reduced to the highest amount that is valid and enforceable as determined in such action or proceeding (such highest amount determined hereunder being the relevant Guarantor's "Maximum Liability"). This Section 9
(a) with respect to the Maximum Liability of any Guarantor is intended solely to preserve the rights of the Administrative Agent and the Lenders to the maximum extent not subject to avoidance under applicable law, and neither any Guarantor nor any other Person or entity shall have any right or claim under this Section 9(a) with respect to the Maximum Liability, except to the extent necessary so that the obligations of any Guarantor hereunder shall not be rendered voidable under applicable law.
(b) The Guarantor agrees that the Guaranteed Obligations may at any time and from time to time exceed the Maximum Liability of Guarantor, and may exceed the aggregate Maximum Liability of any other guarantors, without impairing this Guaranty or affecting the rights and remedies of the Administrative Agent or the Lenders. Nothing in this Section 9(b) shall be construed to increase any Guarantor's obligations hereunder beyond its Maximum Liability.
(c) In the event any Guarantor (a "Paying Guarantor") shall make any payment or payments under this Guaranty or shall suffer any loss as a result of any realization upon any collateral granted by it to secure its obligations under this Guaranty, any other guarantor (each a "Non-Paying Guarantor") shall contribute to such Paying Guarantor an amount equal to such Non-Paying Guarantor's "Pro Rata Share" of such payment or payments made, or losses suffered, by such Paying Guarantor. For the purposes hereof, each Non-Paying Guarantor's "Pro Rata Share" with respect to any such payment or loss by a Paying Guarantor shall be determined as of the da...
Limitations on Obligations. 2.1 The obligations set out in paragraph 1 shall not apply, or shall cease to apply, to Confidential Information which the Supplier can show to GMBS's reasonable satisfaction:
2.2 that it is, or becomes generally available to the public other than as a direct or indirect result of the information being disclosed by the Supplier in breach of this Confidential Agreement; or
2.3 was already lawfully known to the Supplier before it was disclosed by GMBS; or
2.4 has been received by the Supplier from a third party source that is not connected with GMBS and that such source was not under any obligation of confidence in respect of that information.
Limitations on Obligations. Notwithstanding anything to the contrary contained in this Article III, unless a Lender gives notice to the Borrower that it is obligated to pay an amount under the respective Section within 90 days after the date such Lender incurs the respective increased costs, Taxes, loss, expense or liability, reduction in amounts received or receivable or reduction in return on capital, then such Lender shall only be entitled to be compensated for such amount by the Borrower pursuant to this Article III, to the extent the costs, Taxes, loss, expense or liability, reduction in amounts received or receivable or reduction in return on capital are incurred or suffered on or after the date which occurs 90 days prior to such Lender giving notice to the Borrower that it is obligated to pay the respective amounts pursuant to this Article III.
Limitations on Obligations. Notwithstanding anything to the contrary contained in this Article III, but subject in any event to any applicable "look-back" period otherwise provided under this Article III, unless a Lender gives notice to the Borrower that it is obligated to pay an amount under the respective Section within 90 days after the date such Lender incurs the respective increased costs, Taxes, loss, expense or liability, reduction in amounts received or receivable or reduction in return on capital, then such Lender shall only be entitled to be compensated for such amount by the Borrower pursuant to this Article III, to the extent the costs, Taxes, loss, expense or liability, reduction in amounts received or receivable or reduction in return on capital are incurred or suffered on or after the date which occurs 90 days prior to such Lender giving notice to the Borrower that it is obligated to pay the respective amounts pursuant to this Article III.
