Procedures; Limitations Clause Samples

The "Procedures; Limitations" clause defines the specific steps parties must follow to exercise certain rights or fulfill obligations under the agreement, while also setting boundaries on those actions. For example, it may require written notice before making a claim or restrict the time period in which a party can take certain actions. This clause ensures that both parties understand the correct process to follow and prevents misuse or overextension of rights, thereby promoting fairness and predictability in the contractual relationship.
Procedures; Limitations. Any Indemnified Party wishing to claim indemnification under Section 6.15(a), upon learning of any claim, action, suit, proceeding or investigation described above, shall promptly notify Park thereof; provided that the failure so to notify shall not affect the obligations of Park under Section 6.15(a) unless and to the extent that Park is actually prejudiced as a result of such failure. In the event of a claim (whether arising before or after the Effective Time), (i) Park shall have the right to assume the defense thereof and Park shall not be liable to such Indemnified Parties for any legal expenses of other legal counsel or any other expenses subsequently incurred by such Indemnified Parties in connection with the defense thereof, except that if Park elects not to assume such defense or legal counsel for the Indemnified Parties advises that there are issues that raise conflicts of interest between Park and the Indemnified Parties, the Indemnified Parties may retain legal counsel satisfactory to them, and Park shall pay all reasonable fees and expenses of such legal counsel for the Indemnified Parties promptly as statements therefor are received; provided, however, that Park shall be obligated pursuant to this paragraph (c) to pay for only one firm of legal counsel for all Indemnified Parties in any jurisdiction unless the use of one legal counsel for such Indemnified Parties would present such legal counsel with a conflict of interest, (ii) the Indemnified Parties will cooperate in the defense of any such matter and (iii) Park shall not be liable for any settlement effected without its prior written consent, which consent shall not be unreasonably withheld; and provided, further, that Park shall not have any obligation hereunder to any Indemnified Party when and if a court of competent jurisdiction shall ultimately determine, and such determination shall have become final and non-appealable, that the indemnification of such Indemnified Party in the manner contemplated hereby is prohibited by applicable Law.
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Procedures; Limitations. BioLineRx shall notify Genentech in writing of any Claim for which it seeks to exercise its rights under Section 14.1(b)(i) as soon as reasonably possible after it receives notice of such Claim. If requested by BioLineRx, Genentech shall assume control of the defense thereof, with counsel mutually satisfactory to the Parties, including the right to settle or conclude such defense. BioLineRx shall (A) cooperate as reasonably requested (at the expense of Genentech) in the defense of such Claim; and (B) not settle such Claim without the express, prior written consent of Genentech. Genentech’s obligations under Section 14.1(b)(i) shall not apply (1) to amounts paid in settlement of any Claims if such settlement is effected without Genentech’s consent or (2) to the extent any Losses were directly caused by (a1) the negligence or willful misconduct of any BioLineRx Indemnitees; (a2) BioLineRx’s breach of any of its representations, warranties, covenants or obligations under this Agreement; or (a3) BioLineRx’s breach of any Applicable Law pertaining to activities it performs under this Agreement.
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Procedures; Limitations. Any claim for indemnification under this Agreement shall be made in accordance with the procedures set forth in Article VIII of the Purchase Agreement (excluding, for the avoidance of doubt, Section 8.9 of the Purchase Agreement) and shall be subject to the limitations set forth in Section 9.7 of this Agreement.
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Procedures; Limitations. The three (3) arbitrators will investigate the facts and will hold a hearing at which the Members may present evidence and arguments, be represented by counsel and conduct cross-examination. In determining any question, matter or dispute before them, the arbitrators will apply the provisions of this Agreement, without varying therefrom in any respect. They will not have the power to add to, modify or change any of the provisions of this Agreement. The three (3) arbitrators will render a written decision upon the matter presented to them by a majority vote within thirty (30) days after the date upon which the last arbitrator is appointed, and that decision will be final and binding on the Members. Judgment upon the decision rendered in such arbitration may be entered by any court having jurisdiction thereof. No Member will be considered in default hereunder during the pendency of arbitration
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Procedures; Limitations. (i) Within ten (10) calendar days following the first achievement of a Milestone Event, the Buyer shall notify the Company Equityholder Representative that such Milestone Event has been achieved, and no later than thirty (30) calendar days following the date of the first achievement of such Milestone Event (the date of each such first achievement, each a “Milestone Achievement Date”) the Buyer (or its designee) shall (A) deliver, in accordance with Section 2.7, for the benefit of the Company Equityholders, a number of shares of Buyer Common Stock equal to the applicable Milestone Amount divided by the Buyer Post-Closing Stock Price, or (B) if the issuance of such shares of Buyer Common Stock pursuant to this Section 2.8, together with all other issuances of Buyer Common Stock pursuant to this Agreement issued prior to such date, would cause the Share Cap to be exceeded, pay any such excess Contingent Consideration in cash to the Exchange and Paying Agent, in each case, for prompt distribution to the Company Equityholders in accordance with Section 2.7 and the applicable Post-Closing Disbursement Certificate; provided, that the “determination date” for purposes of determining the Buyer Post-Closing Stock Price under this Section 2.8(b)(i) shall be the Milestone Achievement Date for such Milestone Event. (ii) Each of the Milestone Payments shall only be payable once, upon the first occurrence of the corresponding Milestone Event, and no additional payment will be due in the event of any repeated occurrence of any such Milestone Event. No Milestone Payment shall be payable with respect to any Milestone Event that is first achieved after the end of the Payment Term. (iii) If, during the Payment Term, there occurs a Milestone Successor Event in which the Buyer is not the surviving parent entity, then the Successor Entity shall pay any Milestone Payment that becomes due and payable in cash.
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Procedures; Limitations. The Company or the applicable members of the Board will give each Observer oral or written notice of each meeting of the Board (whether annual or special) at the same time and in the same manner as oral or written notice is given to the applicable members of the Board (which notice may be waived by each Observer). Notwithstanding the foregoing, if an Observer attends (or, in the case of a telephonic meeting, listens by telephone to) any such meeting of the Board, then such Observer shall be deemed to have had proper notice of such meeting. Notwithstanding anything contained herein to the contrary, the failure of an Observer to be given notice of a meeting of the Board pursuant to the immediately preceding two sentences or to attend such meeting shall not in any way affect the authority of the Board to have or to adopt resolutions at such meeting or the legitimacy of any actions taken by the Board at such meeting. Subject to the foregoing, the Company will permit the Observers to attend (or, in the case of a telephonic meeting, to listen by telephone to) each meeting of the Board as non-voting observers. The Company shall provide each Observer all written materials and other information (including copies of meeting minutes) given to the members of the Board in connection with any such meeting at the same time as such information is delivered to the members of the Board and, if an Observer does not attend (or, in the case of a telephonic meeting, does not listen by telephone to) a meeting of the Board, such Observer will be entitled, upon request, to receive the written minutes or an oral summary of the meeting from the Secretary of the Company. Prior to attending or listening to any meeting of the Board or obtaining any documents or summaries of such meetings, each Observer shall agree in writing to be bound by the same duties of confidentiality, good faith and loyalty as if such Observer were a member of the Board. If the Company takes any action by written consent of the Board in lieu of a meeting of the Board, then the Company shall give prompt written notice of such action to the Observers. In all cases where notice, meeting materials or minutes would otherwise be required to be delivered to an Observer or where an Observer would be permitted to attend a meeting under this Section 2, the Company reserves the right not to provide notice, meeting materials or minutes relating to and to exclude Observers from any meeting or portion thereof if the Board det...
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Procedures; Limitations. (a) The provisions of Sections 9.03, 9.04 and 9.05 of the Transition Services Agreement shall apply mutatis mutandis to the Special Support Services provided hereunder. (b) IN ADDITION TO THE FOREGOING (a), EXCEPT FOR THE CASE OF FRAUD AND WILLFUL MISCONDUCT, IN NO EVENT SHALL CNO’S LIABILITY TO THE RECIPIENT UNDER THIS AGREEMENT EXCEED ONE HUNDRED PERCENT (100%) OF THE FEES PAID HEREUNDER DURING THE TERM OF THIS AGREEMENT.
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Related to Procedures; Limitations

  • Review Process Limitations The Asset Representations Reviewer will have no obligation (i) to determine whether a Delinquency Trigger Event has occurred or whether the required percentage of Noteholders has voted to direct an Asset Representations Review under the Indenture, (ii) to determine which Receivables are subject to an Asset Representations Review, (iii) to obtain or confirm the validity of the Review Materials, (iv) to obtain missing or insufficient Review Materials except as specifically described herein, (v) to take any action or cause any other party to take any action under any of the Transaction Documents to enforce any remedies for breaches of representations or warranties about the Eligible Representations, (vi) to determine the reason for the delinquency of any Review Receivable, the creditworthiness of any Obligor, the overall quality of any Review Receivable or the compliance by the Servicer with its covenants with respect to the servicing of such Review Receivable, or (vii) to establish cause, materiality or recourse for any failed Test as described in Section 3.03.

  • DISCLAIMERS; EXCLUSIONS; LIMITATIONS Subject to §4, neither party makes any warranties (express, implied, or otherwise), including implied warranties of merchantability, non-infringement, fitness for a particular purpose, or title, related to its performance or anything else provided under this Agreement. Neither party will be liable for any special, incidental, punitive, or consequential damages of any kind for any reason whatsoever relating to this Agreement, even if such damages were reasonably foreseeable.

  • Loss Limitation Losses allocated pursuant to Section 3.2 of this Agreement shall not exceed the maximum amount of Losses that can be allocated without causing any Unit Holder to have an Adjusted Capital Account Deficit at the end of any Fiscal Year. In the event some but not all of the Unit Holders would have Adjusted Capital Account Deficits as a consequence of an allocation of Losses pursuant to Section 3.2 of this Agreement, the limitation set forth in this Section 3.5 shall be applied on a Unit Holder by Unit Holder basis and Losses not allocable to any Unit Holder as a result of such limitation shall be allocated to the other Unit Holders in accordance with the positive balances in such Unit Holder’s Capital Accounts so as to allocate the maximum permissible Losses to each Unit Holder under Section 1.704-1(b)(2)(ii)(d) of the Regulations.

  • Billing Limitations a. DSHS shall pay the Contractor only for authorized services provided in accordance with this Contract. b. DSHS shall not pay any claims for payment for services submitted more than twelve (12) months after the calendar month in which the services were performed. c. The Contractor shall not bill and DSHS shall not pay for services performed under this Contract, if the Contractor has charged or will charge another agency of the state of Washington or any other party for the same services.

  • Testing Procedure Limitations The Asset Representations Reviewer will only be required to perform the testing procedures listed under “Tests” in Schedule A, and will have no obligation to perform additional procedures on any Subject Lease or to provide any information other than a Review Report indicating for each Subject Lease whether there was a Test Pass or a Test Fail for each Test, or whether the Subject Lease was a Test Complete and the related reason. However, the Asset Representations Reviewer may provide additional information about any Subject Lease that it determines in good faith to be material to the Review.