LIMITS ON CLAUSE Sample Clauses

LIMITS ON CLAUSE. 2 The covenant given in CLAUSE 2 (Covenant) shall not cover any Tax Liability of any Group Company:- (i) to the extent that provision or reserve in respect of that Tax Liability was made in the Accounts; or (ii) to the extent that that Tax Liability arises or is increased as a result only of any increase in rates of Tax or any change in law or practice or any withdrawal of any extra-statutory concession by a Tax Authority or any change in accountancy practice or principles generally accepted in the relevant jurisdiction, being an increase, withdrawal or change made, in any such case, after Completion with retrospective effect; or (iii) to the extent that that Tax Liability would not have arisen but for a voluntary transaction, action or omission carried out or effected by a Group Company at any time after Completion which could reasonably have been avoided and which the Purchaser or the Group Company in question knew or ought reasonably to have known would result in a Tax Liability, but not including any such transaction, action or omission:- (a) carried out or effected under a legally binding commitment created on or before Completion; or (b) carried out or effected in the ordinary course of the trade carried on by the relevant Group Company as at Completion; or (c) carried out or effected with the express approval of the Covenantor; or (iv) to the extent that that Tax Liability would not have arisen or would have been reduced but for a failure or omission on the part of the Purchaser and/or a Group Company after Completion to make any election or claim any Relief, the making or claiming of which was taken into account in computing the provision or reserve for Tax in the Accounts; or (v) to the extent that that Tax Liability arises by reason of a voluntary disclaimer by a Group Company after Completion of the whole or part of any allowance to which it is entitled under Part II of the Capital Allowances Act 1990 or by reason of the revocation by a Group Company after Completion of any claim for Relief made (whether provisionally or otherwise) by it prior to Completion; or (vi) to the extent that that Tax Liability arises as a result of any changes after Completion in the bases, methods or policies of accounting of the Purchaser or a Group Company; or (vii) to the extent that that Tax Liability has been made good by insurers or otherwise compensated for without cost to the Purchaser and/or a Group Company (so that, for the avoidance of doubt, the Covenantor...
Sample 1
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LIMITS ON CLAUSE. 2 3.1 allowance, provision or reserve in respect of that Tax Liability or liability in respect of Tax was made in the Completion Accounts; or 3.2 that Tax Liability or liability in respect of Tax was paid or discharged before Completion and such payment or discharge was reflected in the Completion Accounts; or 3.3 except in relation to a claim under clause 2.1.4 or 2.2.4, that Tax Liability or liability in respect of Tax arises as a result of any change in law that is made after Completion, except where such change has been officially announced on or before Completion and in sufficient detail such that the relevant Covenantor would have been reasonably able to assess the impact of the change on the relevant Group Company; or 3.4 except in relation to a claim under clause 2.1.4 or 2.2.4, that Tax Liability or liability in respect of Tax arises as a result of: A. any change in the published practice of, or any change in the published extra statutory concession of, any Tax Authority which occurs after Completion (except where such change has been officially announced on or before Completion in sufficient detail such that the relevant Covenantor would have been reasonably able to assess the impact of the change on the relevant Group Company); or B. any change in accountancy practice or principles which occurs or is made after Completion (except where a change was necessary to ensure compliance with generally accepted accounting principles or with law with which the relevant Group Company was not compliant at Completion); or 3.5 except in relation to a claim under clause 2.1.4 or 2.2.4, that Tax Liability or liability in respect of Tax would not have arisen but for a voluntary transaction, action or omission (but, in the case of an omission, only if the relevant Group Company or member of the Purchasers’ Group knew, or ought reasonably to have known, that the Tax Liability or liability in respect of Tax would have arisen as a result of that omission) carried out, effected or made by a Swiss Group Company or a US Group Company or other member of the Purchasers’ Group (or on a Purchasers’ behalf) at any time after Completion, other than any such transaction, action or omission carried out, effected or made:- A. under a legally binding commitment or obligation of a Swiss Group Company or a US Group Company created or incurred on or before Completion; or B. in compliance with any law, any regulation having the force of law or any published practice of, or any publi...
Sample 1

Related to LIMITS ON CLAUSE

  • Limits on Liability THE PROVIDER AND ITS AFFILIATES AND CONTRACTORS HAVE NO LEGAL, EQUITABLE, OR OTHER LIABILITY OF ANY KIND TO END USER, REGARDLESS OF THE FORM OF THE ACTION, WHETHER FOR BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE AND END USER HEREBY WAIVES ANY AND ALL CLAIMS OR DEMANDS THEREFOR, INCLUDING BUT NOT LIMITED TO: (a) DEFECTS, FAILURES OR INTERRUPTIONS IN WIRELESS SERVICE, INCLUDING TRANSMISSION; (b) ANY DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF PROPERTY, LOSS OF EARNINGS, LOSS OF BUSINESS OPPORTUNITIES, OR ANY OTHER LOSS, HOWEVER CAUSED, ARISING DIRECTLY OR INDIRECTLY FROM USE OF THE WIRELESS SERVICES OR THE DEVICE; (c) ANY CONTENT TRANSMITTED ON OR RECORDED BY THE PROVIDER’S FACILITIES, INCLUDING CONTENT THAT MAY BE ILLEGAL, DANGEROUS, DEFAMATORY, OFFENSIVE OR ANNOYING OR WHICH MAY INFRINGE UPON OTHERS’ INTELLECTUAL PROPERTY, PRIVACY OR OTHER RIGHTS, OR ANY CONTENT, APPLICATION OR SERVICES PROVIDED TO END USER BY A THIRD PARTY FOR USE WITH THE DEVICE OR THE WIRELESS SERVICES, EVEN IF FARMERS EDGE BILLS END USER FOR SUCH CONTENT, APPLICATION OR SERVICES ON BEHALF OF SUCH THIRD PARTY; (d) ANY BREACH BY END USER OF THE AGREEMENT, END USER’S NEGLIGENCE, OR ACTS OR OMISSIONS IN CONNECTION WITH THE WIRELESS SERVICES, OR THE DEVICE; (e) LOSS, THEFT, DAMAGE TO OR UNAUTHORIZED USE OF THE WIRELESS SERVICES, THE DEVICE, ANY EQUIPMENT, COLLATERAL, ELECTRONIC RECEIPTS OR THE PERSONAL IDENTIFICATION NUMBER; AND (f) ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS WIRELESS SERVICES AGREEMENT OR THE PROVISION OF WIRELESS SERVICES (INCLUDING LOST PROFITS, ANTICIPATED OR LOST REVENUE, LOSS OF DATA, LOSS OF USE OF ANY INFORMATION SYSTEM, FAILURE TO REALIZE EXPECTED SAVINGS OR ANY OTHER COMMERCIAL OR ECONOMIC LOSS, OR ANY THIRD PARTY CLAIM), WHETHER ARISING IN NEGLIGENCE, TORT, STATUTE, EQUITY, CONTRACT, COMMON LAW, OR ANY OTHER CAUSE OF ACTION OR LEGAL THEORY EVEN IF THE PROVIDER HAS BEEN ADVISEDOF THE POSSIBILITY OF THOSE DAMAGES. THIS SECTION WILL APPLY EVEN IF THERE IS A BREACH OF CONDITION, A BREACH OF AN ESSENTIAL OR FUNDAMENTAL TERM, OR A FUNDAMENTAL BREACH OF THIS WIRELESS SERVICES AGREEMENT. END USER AGREES THAT THE LIMITATIONS OF LIABILITY SET OUT IN THIS SECTION ARE FAIR AND REASONABLE IN THE COMMERCIAL CIRCUMSTANCES OF THIS WIRELESS SERVICES AGREEMENT.

  • BREAK CLAUSE IF YOU HAVE OPTED FOR A FIXED TERM CONTRACT YOU WILL NOT HAVE THE DETAILS OF A BREAK CLAUSE NOTED IN YOUR PARTICULARS. 5.1. The Landlord shall be entitled to serve upon the Tenant Statutory Notice of not less than two calendar months to break this tenancy. Such Notice: 5.1.1. Shall be at least 2 months’ notice to break this Tenancy 5.1.2. Shall not expire before the end of the «D0000_401C_0#Landlord_notice_take_effect» month of the term 5.

  • WAIVER CLAUSE The parties acknowledge that during the negotiations which resulted in this Agreement, each had the unlimited right and opportunity to make demands and proposals with respect to any subject matter not removed by law from the area of collective bargaining, and that the understandings and agreements arrived at by the parties after the exercise of that right and opportunity are set forth in the Agreement. Therefore, the Employer and the Association, for the life of this Agreement, each voluntarily and unqualifiedly waives the right and each agrees that the other shall not be obligated to bargain collectively with respect to any subject or matter not specifically referred to or covered in this Agreement, even though such subjects or matters may not have been within the knowledge or contemplation of either or both of the parties at the time that they negotiated or signed this Agreement.

  • Sunset Clause The provisions of this Section expires automatically on the expiration date of this Agreement.

  • Final Clauses This Agreement will enter into force upon signature by both Parties and shall remain in force until completion of all obligations of the Parties under this Agreement.

  • ZIPPER CLAUSE 1. This Agreement sets forth the full and entire understanding of the parties regarding the matters herein. This Agreement may be modified, but only in writing, upon the mutual consent of the parties.

  • DURATION CLAUSE 1. This Agreement shall be in full force and effect from May 1st, 2022 to and including April 30th, 2027 and shall continue from year to year thereafter unless written notice of desire to cancel or terminate the Agreement is served by wither party upon the other not less than sixty (60) and not more than ninety (90) days prior to April 30th, 2022 or April 30th of any subsequent year. 2. Where no such cancellation or termination notice is served and the parties desire to continue said Agreement, but also desire to negotiate changes or revisions in this Agreement, either party may serve upon the other a written notice not less than sixty (60) and not more than ninety (90) days prior to April 30th, 2022, or April 30th of any subsequent contract year, advising that such party desires to revise or change terms or conditions of such Agreement. The respective parties shall be permitted all legal or economic recourse to support their requests for revisions if the parties fail to agree thereon. Nothing herein shall preclude the parties from making revisions or changes in this Agreement, by mutual consent, at any time during its term.

  • CERTIFICATION CLAUSES The CONTRACTOR CERTIFICATION CLAUSES contained in the document CCC 04/2017 are hereby incorporated by reference and made a part of this Agreement by this reference as if attached hereto.

  • Severability of Clauses If any part of this Agreement is declared or held to be invalid for any reason, such invalidity will not affect the validity of the remainder which will continue in full force and effect and be construed as if this Agreement had been executed without the invalid portion, and it is hereby declared the intention of the parties that this Agreement would have been executed without reference to any portion which may, for any reason, be hereafter declared or held to be invalid.

  • Indemnity Clause CONTRACTOR agrees to indemnify, save harmless, and release DISTRICT, and all its officers, agents, volunteers, and employees from and against any and all loss, damages, injury, liability, suits, and proceedings arising out of the performance of this contract which are caused in whole or in part by the acts or negligence of CONTRACTOR's officers, agents, volunteers, or employees, but not for claims arising from DISTRICT's sole negligence. The parties agree that if there are any Limitations of CONTRACTOR's Liability, including a limitation of liability for anyone for whom CONTRACTOR is responsible, such Limitations of Liability will not apply to injuries to persons, including death, or to damages to property.

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