Limitations on Payments The Bank may terminate access to the Bank’s ATM and/or Visa Debit Card Services at any time for any reason, including without limitation (i) with respect to any recipient of transfers, if the Bank believes in its sole discretion that there are an excessive number of disputes involving customer use, or (ii) with respect to any third party, if the Bank believes in its sole discretion that the third party has initiated disputes without reasonable cause or in bad faith. The Bank also may reject a transaction or restrict your access to the Website to make further transactions at any time if it believes the security of your accounts or the Website is at risk or any fraudulent or illegal activity may be occurring, including evidence of unusual activity in your accounts. Limitations on Transfers Your Card transactions will be subject to daily limits as follows*: • Cash withdrawal from an ATM using an ATM card - $310.00 • Cash withdrawal from an ATM using a Visa® Debit card - $1,010.00 • Point-of-sale transaction using your Visa® Debit card - $2,500.00 *For Second Chance Checking and Second Chance Savings products – please refer to product features for limits. For security reasons, we may further limit these amounts from time to time without notice. Non-sufficient funds activity involving an ATM or Visa Debit Card may result in decreased daily limits or revocation of the card. Charges for Use of Your Card. We do not charge you a fee to use your Card at an ATM or to make a POS transaction. However, ATM transactions may be subject to a fee or surcharge assessed by the terminal owner, for which you will be reimbursed by the Bank up to the amount per month which corresponds to the type of account you have. Preauthorization Payments Holds When you use your Card at a point of sale location or when you use the Visa or other network enhancement feature of the Cards to obtain goods or services or to obtain cash, the merchant may attempt to obtain preauthorization from us for the transaction. When the preauthorization is approved by us, we immediately debit the preauthorized amount from your designated Account. The amount you actually approved or signed for may vary in some cases from the amount of the actual purchase, depending on the merchant's request. If the preauthorization request varies from the amount of the actual transaction, payment of the transaction (which usually occurs within two to five days) will adjust the amount previously deducted from your designated Account. This process may affect the availability of funds from your designated Account to pay checks or for other electronic fund transfers. Since all transactions are immediately posted to your designated Account, please check your current balance on the Website. We will not be responsible for damages for wrongful dishonor if any items are not paid because the amount requested by the merchant was different from the actual amount you approved. Using your Card for International Transactions If you use your Card to obtain cash or to purchase goods or services in another country, the amount of the charge in foreign currency will be converted to a U.S. dollar amount by the applicable network (e.g. Visa, MasterCard, etc.). In making this conversion, the network will use the procedures set forth in its operating regulations. Conversion to U.S. dollars may occur on a date other than the date of the transaction; therefore, the currency conversion rate may be different from the conversion rate in effect on the transaction date. You understand that we do not determine the currency conversion rate that is used, and we do not receive any portion of the currency conversion rate. Documentation of Transfers • Receipts: You have a right to receive a receipt at ATMs and POS terminals that accept your ATM and/or Visa debit cards each time you make a transaction. • Preauthorized Credits: If you have arranged to have direct deposits made to your account at least once every 60 days from the same person or company, you can call us at 000.000.0000 to find out whether or not the deposit has been made. • Periodic Statements: You will also be able to view your bank statement and transaction history on the Website. Lost or Stolen Card or Unauthorized Transactions Notify us immediately if your ATM Card, Visa Debit Card or PIN or other access code has been lost or stolen or used without your permission. Telephoning is the best way of keeping your possible losses down. You could lose all your money in your account plus your maximum Overdraft Line of Credit. In Case of Errors or Questions about Your Electronic Transfers Telephone Customer Service at 0-000-000-0000, email, or write us at Axos Bank, P.O. Box 509127, San Diego, CA 92150, as soon as you can if you think your online statement or receipt is wrong or if you need more information about a transfer listed on the online statement or receipt. We must hear from you NO LATER than 60 days after your FIRST online statement on which the problem or error has appeared. In your communication to us, be prepared to provide us with the following information: • Your name and Account number (if any). • A description of the error or the transfer you are unsure about, and explain as clearly as you can why you believe it is an error or why you need more information. • The dollar amount of the suspected error. If you tell us orally, we may require that you send your complaint or question in writing within 10 business days. We will determine whether an error occurred within 10 business days (20 business days for new accounts) after we hear from you and will correct the error, promptly. If we need more time, however, we may take up to 45 days (90 days for new accounts, point-of-sale, or foreign-initiated transactions) to investigate your complaint or question. If we decide to do this, we will provisionally credit your account within 10 business days (20 business days for new accounts) for the amount you think is in error, so that you will have the use of the money during the time it takes us to complete our investigation. If we ask you to put your questions or complaint in writing and we do not receive it within 10 business days, we may not credit your account. For disputes involving the unauthorized use of your Visa Debit Card for Visa point-of-sale transactions, we will provisionally credit your Account within 5 business days. Under the Visa Rules, we may withhold provisional credit to the extent allowed under applicable law if we determine that the circumstances or account history warrants the delay. The Visa Rules do not apply to ATM transactions, certain commercial card transactions, PIN or other transactions not processed over the V network. We will tell you the results within three (3) business days after completing our investigation. If we decide that there was no error, we will send you a written explanation. You may ask for copies of the documents that we used in our investigation. Electronic Transaction Cancellations If you have arranged with us in advance to make regular periodic payments out of your designated Account using our Electronic Bill Payment Service, you can stop any of those payments by following these procedures: • Sign on to the Website and cancel the future payments using the procedure as called for in the Bill Payment section. • Call Customer Service, write the Bank, or e-mail in time for us to receive your request three or more business days before the payment is scheduled to be made. If you call, we may require you to put your request in writing so that it reaches us within 14 days after your call. NOTE: This section does not apply to stop payment orders for checks. Liability of Bank for Failure to Stop Payment of Preauthorized Transfer If you order us to stop one of these payments 3 business days or more before the transfer is scheduled, and we do not do so, we will be liable for your losses or damages. Your Liability for Unauthorized Electronic Funds Transfers TELL US AT ONCE if you believe your ATM and/or Visa Debit Card or any other Access Device has been lost or stolen or if you think your PIN or Password is no longer secure or confidential. Telephoning us is the best and fastest way of keeping your possible losses down. During business hours you may call 0-000-000-0000 to report your ATM/Visa Debit Card lost or Stolen or login to your online banking and send us a secure message. You can lose no more than $50.00 if someone used your Card without your permission, if you tell us within two business days, subject to Visa’s Zero Liability policy. If you do NOT tell us within two business days after you learn of the loss or theft of your Card or other Access Device, and we can prove we could have stopped the unauthorized transactions if you had told us, you could lose as much as $500.00. Also if your on-line statement shows transactions that you did not make, TELL US AT ONCE. If you do not tell us within 60 days after the daily transactions (Periodic Statement) are provided to you on the Website, you may not get back any money you lost after the 60 days if we can prove that we could have prevented the transactions if you had told us in time. If a good reason (such as a long trip or a hospital stay) kept you from telling us, let us know. We may extend the time periods. You agree that you will not reveal your User ID, Password, PIN, or any other Access Device to any person not authorized by you to use your Access Devices; not write your PIN or Password on your ATM and/or VISA Debit Cards or on any item kept with your Access Devices; and not leave a computer terminal unattended after you have logged in using your Password or other Access Device.
Limitations on Amounts A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the aggregate LC Exposure of the Issuing Bank (determined for these purposes without giving effect to the participations therein of the Lenders pursuant to paragraph (e) of this Section) shall not exceed $25,000,000, (ii) the total Multicurrency Credit Exposures shall not exceed the aggregate Multicurrency Commitment and (iii) the total Covered Debt Amount shall not exceed the Borrowing Base then in effect.
Limitations on Amount Buyer will have liability (for indemnification or otherwise) with respect to claims under Section 11 only for an amount equal to the amount of the Purchase Price paid by Buyer as of the date that the claim for indemnification is made.
Certain Amounts Whenever pursuant to this Note the Borrower is required to pay an amount in excess of the outstanding principal amount (or the portion thereof required to be paid at that time) plus accrued and unpaid interest plus Default Interest on such interest, the Borrower and the Holder agree that the actual damages to the Holder from the receipt of cash payment on this Note may be difficult to determine and the amount to be so paid by the Borrower represents stipulated damages and not a penalty and is intended to compensate the Holder in part for loss of the opportunity to convert this Note and to earn a return from the sale of shares of Common Stock acquired upon conversion of this Note at a price in excess of the price paid for such shares pursuant to this Note. The Borrower and the Holder hereby agree that such amount of stipulated damages is not plainly disproportionate to the possible loss to the Holder from the receipt of a cash payment without the opportunity to convert this Note into shares of Common Stock.
Limitations on Payments Made in Dissolution Except as otherwise specifically provided in this Agreement, the Member shall only be entitled to look solely to the assets of Company for the return of its positive Capital Account balance and shall have no recourse for its Capital Contribution and/or share of net income (upon dissolution or otherwise) against any Manager.
Limitations on Restricted Payments (a) The Issuer will not, and will not permit any Restricted Subsidiary to, directly or indirectly, make any Restricted Payment if at the time of such Restricted Payment:
Automatic Debits of Fees 95 11.12 Notification of Addresses, Lending Offices, Etc................................................... 96 11.13 Counterparts...................................................................................... 96 11.14 Severability...................................................................................... 96 11.15
Limitations on Debt Payments and Amendments (a) The Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase or redeem or otherwise defease any Restricted Indebtedness; provided, however, that (x) the Borrower and any Restricted Subsidiary may prepay, repurchase or redeem or otherwise defease Restricted Indebtedness with the Net Cash Proceeds of Permitted Other Indebtedness that is unsecured or secured by a Lien ranking junior to the Lien securing the Obligations incurred in accordance with Section 10.1(bb)(i)(b) and (y) the Borrower or Restricted Subsidiary may prepay, repurchase or redeem Restricted Indebtedness (i) in an aggregate amount from the 2014 July Repricing Effective Date, when aggregated with (A) the aggregate amount of dividends paid pursuant to Section 10.6(c) from the Original Closing Date (other than dividends paid pursuant to Section 10.6(c)(x) prior to March 31, 2015) and (B) all loans and advances to any direct or indirect parent of the Borrower made pursuant to Section 10.5(m) (in lieu of dividends permitted by Section 10.6(c)), not in excess of the sum of (1) $400,000,000 plus (2) if the Borrower shall be in compliance with the Senior Secured Leverage Test, both before and after giving effect, on a Pro Forma Basis, to the making of such prepayment, repurchase or redemption, the Applicable Amount at the time of such prepayment, repurchase or redemption; provided the use of such amounts in clauses (1) and (2) shall be subject to no Default or Event of Default having occurred and continuing at the date of such prepayment, repurchase, redemption or other defeasance or resulting therefrom, plus (3) the Applicable Equity Amount at the time of such prepayment, repurchase or redemption; for the avoidance of doubt, dividends paid in reliance on and in compliance with Section 10.6(c) shall not retroactively cause any breach of this Section 10.7(a)(y)(i) in respect of amounts previously prepaid in compliance with this Section 10.7(a)(y)(i); and (ii) with the proceeds of Permitted Additional Debt. For the avoidance of doubt, nothing in this Section 10.7 shall restrict (i) any prepayment, repurchase, redemption or defeasance made after the Original Closing Date in connection with the Debt Repayment, (ii) the making of any prepayment of accrued but unpaid interest and/or original issue discount in respect of the Senior Interim PIK Loans and/or the PIK Notes in accordance with the “Optional Interest Repayment” provisions thereof as of the end of any accrual period ending after the fifth anniversary of the Original Closing Date or (iii) the prepayment, repurchase or redemption of the PIK Notes with the net proceeds of Additional 2018 New Dollar Term Loans.
LIMITATIONS ON AMOUNT--BUYER Buyer will have no liability (for indemnification or otherwise) with respect to the matters described in clause (a) or (b) of Section 10.4 until the total of all Damages with respect to such matters exceeds $50,000, and then only for the amount by which such Damages exceed $50,000. However, this Section 10.7 will not apply to any Breach of any of Buyer's representations and warranties of which Buyer had Knowledge at any time prior to the date on which such representation and warranty is made or any intentional Breach by Buyer of any covenant or obligation, and Buyer will be liable for all Damages with respect to such Breaches.
Section 280G; Limitations on Payment (a) If any payment or benefit Employee shall or may receive from the Company or otherwise (a “280G Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then any such 280G Payment provided pursuant to this Agreement (a “Payment”) shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment (after reduction) being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount (i.e., the amount determined by clause (x) or by clause (y)), after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Employee’s receipt, on an after-tax basis, of the greater economic benefit notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in a Payment is required pursuant to the preceding sentence and the Reduced Amount is determined pursuant to clause (x) of the preceding sentence, the reduction shall occur in the manner (the “Reduction Method”) that results in the greatest economic benefit for Employee. If more than one method of reduction shall result in the same economic benefit, the items so reduced shall be reduced pro rata (the “Pro Rata Reduction Method”).
