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: the distribution by Mortgage Borrower or Senior Mezzanine Borrower of property other than cash.
Other Limitations. (i) Maker shall not change the nature of its business activity in a manner that would cause a violation of 13 C.F.R. Section 107.720 and/or Section 107.760(b) (including, without limitation, by undertaking real estate, film production or oil and gas exploration activities). In the event that Maker changes the nature of its business activity such that such change would render Maker ineligible for financing pursuant to applicable SBA rules and regulations, Maker agrees to use its best efforts to facilitate a transfer or redemption of any securities then held by Holder.
Other Limitations. This Auction Site retains the right, at our sole discretion, to determine whether or not a user's conduct is consistent with the letter and spirit of this Agreement. This Auction Site reserves the right to terminate service if a user's conduct is found to be inconsistent with these Terms of Service and User Agreement.
Other Limitations. 7.1. SUNGROW’s obligations under this Warranty are expressly conditioned upon settlement towards SUNGROW, its subsidiaries or distributors or its authorized agents (including interest charges, if any) of all due payments for the Products. During such time as long as SUNGROW has not received payment of any amount owed for the Products, in accordance with the contract terms under which the Product is sold, SUNGROW shall have no obligation under this Warranty. Also during such time, the period of this Warranty shall continue to run and the expiration of this Warranty shall not be extended upon payment of any overdue or unpaid amounts.
Other Limitations. Notwithstanding any other provision herein or in the Purchase Agreement, (i) the Filing Deadline and each Effectiveness Deadline for a Registration Statement shall be extended and any Maintenance Failure shall be automatically waived by no action of the Investors, in each case, without default by or liquidated damages payable by the Company hereunder in the event that the Company’s failure to make such filing or obtain such effectiveness or a Maintenance Failure results from the failure of an Investor to timely provide the Company with information requested by the Company and necessary to complete a Registration Statement in accordance with the requirements of the 1933 Act (in which case any such deadline would be extended, and a Maintenance Failure waived, with respect to all Registrable Securities until such time as the Investor provides such requested information) and (ii) in no event shall the aggregate amount of liquidated damages (or interest thereon) paid under this Agreement exceed, in the aggregate, 10% of the aggregate purchase price of the Shares.
Other Limitations. Sage will have no responsibility under these limited warranties for any Software that has been modified, lost, stolen, or damaged by accident, abuse, or misapplication. No employee, agent, or representative of Sage, nor any reseller (including your Reseller) or any other third party, is authorized to make any warranty with respect to the Software, except those expressly stated in this Agreement, and you may not rely on any such unauthorized warranty. You acknowledge and agree that you have chosen your Reseller and that such Reseller is an independent party and not an agent of Sage.
Other Limitations. At any time during which the Common Stock is not publicly traded, any shares acquired pursuant to the exercise of the option shall not be sold, encumbered, disposed of or otherwise transferred without first offering (an "Offer") the Company (or its designee(s)) in writing a right to purchase, for a minimum period of fifteen (15) days, such shares on the same terms and conditions as have been offered by the proposed purchaser. The holder of shares acquired pursuant to the option shall promptly, and in no event later than thirty (30) days prior to the proposed consummation of a sale, encumbrance, disposal or other transfer of shares, provide the Company with written notice containing the name and address of the proposed purchaser or transferee of any such rights, the amount and form of consideration to be paid for any such transaction, and such additional information as the Board or a committee may require in order to evaluate the proposed transaction and the Company's rights hereunder. Any repurchase of shares pursuant to this Section 11 shall be made at a closing ("Closing") to be held not less than five (5) and not more than fifteen (15) days prior to the proposed consummation of a sale, encumbrance, disposal or other transfer of the shares. The Company will determine the date, place and time of the Closing and will notify the holder of such shares in writing. The aggregate purchase price of the shares to be repurchased shall be paid in full at the Closing unless the offer contains other payment terms more favorable to the Company, in which event such other terms shall apply. If the Company does not accept the Offer within fifteen (15) days of such offer then the holder of such shares may, during the thirty (30) days following the expiration of such initial fifteen (15) day period, dispose of such shares in accordance with terms set forth in the Offer, to the purchaser named therein. Unless the Board or a committee determines otherwise, any purchaser of shares pursuant to this Section 13 shall acquire such shares free and clear of the restrictions contained herein. If the holder of such shares does not dispose of such shares within the additional thirty (30) day period, the restrictions contained in this Section 9 shall again apply. The restriction in this Section 9 shall be reflected in the stock legend for any share to which this Section 9 applies. This Section 9 will not apply to any shares acquired pursuant to the exercise of the option to the extent ...
Other Limitations. Notwithstanding the provisions of Section 3(b) above, if (i) the Commission does not declare the Registration Statement effective on or before the Registration Effectiveness Date, or (ii) the Commission allows the Registration Statement to be declared effective at any time before or after the Registration Effectiveness Date, subject to the withdrawal of certain Registrable Securities from the Registration Statement, and the reason for (i) or (ii) is the Commission’s determination that (x) the offering of any of the Registrable Securities constitutes a primary offering of securities by the Company, (y) Rule 415 may not be relied upon for the registration of the resale of any or all of the Registrable Securities, and/or (z) a Holder of any Registrable Securities must be named as an underwriter, the Holders understand and agree that in the case of (ii) the Company may (notwithstanding anything to the contrary contained herein) reduce, on a pro rata basis, in the manner provided above, the total number of Registrable Securities to be registered on behalf of each such Holder, and in the case of (i) or (ii) the Holder shall not be entitled to liquidated damages with respect to the Registrable Securities not registered for the reason set forth in (i) or so reduced on a pro rata basis as set forth in (ii) above. The Company shall use its commercially reasonable efforts at the first opportunity that is permitted by the Commission to register for resale the Reduction Securities (pro rata among the Holders of such Reduction Securities) using one or more registration statements that it is then entitled to use. The Company shall use its commercially reasonable efforts to cause each such registration statement to be declared effective under the Securities Act as soon as possible, and shall use its commercially reasonable efforts to keep such registration statement continuously effective under the Securities Act during the entire Effectiveness Period. No liquidated damages shall accrue or be payable to any Holder pursuant to this Section 3(c) with respect to any Registrable Securities that are excluded by reason of the Staff limiting the number of Registrable Securities that may be sold pursuant to a registration statement; provided that the Company continues to use commercially reasonable efforts to register such Registrable Securities for resale by other available means. Notwithstanding anything herein to the contrary, if the Commission limits the Company’s ability to ...
Other Limitations. Notwithstanding the provisions of Section 3(d) above, if (i) the Commission does not declare the Registration Statement effective on or before the Registration Effectiveness Date, or (ii) the Commission allows the Registration Statement to be declared effective at any time before or after the Registration Effectiveness Date, subject to the withdrawal of certain Registrable Securities from the Registration Statement, and the reason for (i) or (ii) is the Commission’s determination that (x) the offering of any of the Registrable Securities constitutes a primary offering of securities by the Company, (y) Rule 415 may not be relied upon for the registration of the resale of any or all of the Registrable Securities, and/or (z) a Holder of any Registrable Securities must be named as an underwriter, the Holders understand and agree that in the case of (ii) the Company may (notwithstanding anything to the contrary contained herein) reduce, on a pro rata basis, the total number of Registrable Securities to be registered on behalf of each such Holder, and in the case of (i) or (ii) the Holder shall not be entitled to liquidated damages with respect to the Registrable Securities not registered for the reason set forth in (i) or so reduced on a pro rata basis as set forth above.
Other Limitations a. Neither party shall be liable to the other for consequential, special or punitive damages.
