Procedures; Limitations Sample Clauses

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 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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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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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.

  • Review and Procedure Limitations The Asset Representations Reviewer will have no obligation (i) to determine whether a Delinquency Trigger has occurred, (ii) to determine whether the required percentage of Noteholders has voted to direct a Review, (iii) to determine which Receivables are subject to a Review, (iv) to obtain or confirm the validity of the Review Materials, (v) to obtain missing or insufficient Review Materials (except to the extent set forth in Section 3.04), or (vi) to take any action or cause any other party to take any action under any of the Basic Documents to enforce any remedies for breaches of any Eligible Representations. The Asset Representations Reviewer will only be required to perform the Tests provided in Exhibit A and will have no obligation to perform additional testing procedures on any ARR Receivables or to consider any additional information provided by any party. The Asset Representations Reviewer will have no obligation to provide reporting or information in addition to that described in Section 3.07. However, the Asset Representations Reviewer may review and report on additional information that it determines in good faith to be material to its performance under this ARR Agreement and may re-perform a Review with respect to an ARR Receivable as contemplated by Section 3.09. The Issuing Entity expressly agrees that the Asset Representations Reviewer is not advising the Issuing Entity or any Noteholder or any investor or future investor concerning the suitability of the Notes or any investment strategy. The Issuing Entity expressly acknowledges and agrees that the Asset Representations Reviewer is not an expert in accounting, tax, regulatory, or legal matters, and that the Asset Representations Reviewer is not providing legal advice as to any matter.

  • Rights Protection Mechanisms and Abuse Mitigation ­‐ Registry Operator commits to implementing and performing the following protections for the TLD: i. In order to help registrars and registrants identify inaccurate data in the Whois database, Registry Operator will audit Whois data for accuracy on a statistically significant basis (this commitment will be considered satisfied by virtue of and for so long as ICANN conducts such audits). ii. Work with registrars and registrants to remediate inaccurate Whois data to help ensure a more accurate Whois database. Registry Operator reserves the right to cancel a domain name registration on the basis of inaccurate data, if necessary. iii. Establish and maintain a Domains Protected Marks List (DPML), a trademark protection service that allows rights holders to reserve registration of exact match trademark terms and terms that contain their trademarks across all gTLDs administered by Registry Operator under certain terms and conditions. iv. At no cost to trademark holders, establish and maintain a Claims Plus service, which is a notice protection mechanism that begins at the end of ICANN’s mandated Trademark Claims period. v. Bind registrants to terms of use that define and prohibit illegal or abusive activity. vi. Limit the use of proxy and privacy registration services in cases of malfeasance. vii. Consistent with the terms of this Registry Agreement, reserve the right to exclude from distribution any registrars with a history of non-­‐compliance with the terms of the Registrar Accreditation Agreement. viii. Registry Operator will be properly resourced to perform these protections.

  • Other Limitations Notwithstanding anything to the contrary set forth in this Agreement, the amount of any Loss subject to indemnification pursuant to this ARTICLE VIII shall be calculated net of (a) any insurance proceeds actually received in cash (net of any applicable deductibles, co-payments, “retro premium” adjustments and similar costs or payments) by the Indemnified Party or any of its Affiliates on account of such Loss, (b) any Tax Benefits inuring to the Indemnified Party on account of such Loss and (c) any indemnification, contribution or other payment actually received in cash (net of any applicable costs of recovery or collection thereof) from any third Person with respect to such Loss. The Indemnified Party shall use its reasonable best efforts to (A) seek full recovery from any third parties and under all insurance policies covering, and all right to indemnification and/or contribution from third Persons in respect of, any Loss and (B) mitigate any actual or potential Loss, in each case to the same extent as it would if such Loss were not subject to indemnification pursuant to this ARTICLE VIII (including, for example, Buyer’s judgment regarding the impact such actions might have on customers and other third parties having material continuing business relationships with the Sold Companies). In the event that an insurance, indemnification, contribution or other recovery is made or a Tax benefit described in this Section 8.7(b) is realized by the Indemnified Party with respect to any Loss for which it has been indemnified pursuant to this ARTICLE VIII, then a refund equal to the aggregate amount of the recovery or benefit shall be paid promptly in immediately available funds to the Indemnifying Party that provided such indemnification to the Indemnified Party. If the Indemnified Party receives a Tax Benefit after an indemnification payment is made to it pursuant to this ARTICLE VIII, the Indemnified Party shall promptly pay to the Indemnifying Party that made such indemnification payment the amount of such Tax Benefit at such time or times as and to the extent that such Tax Benefit is realized by the Indemnified Party. For purposes hereof, “Tax Benefit” shall mean, with respect to any applicable Loss, any cash Tax savings or refunds that are received and actually recognized by the Indemnified Party in the tax year of the respective Loss, and any amounts actually credited against cash Taxes payable of the Indemnified Party in the tax year of the respective Loss, in each case determined on a with and without basis (comparing the actual cash Tax liability of the Indemnified Party for the applicable year against the hypothetical cash Tax liability of the Indemnified Party had such Loss not been incurred); provided, that no Tax Benefit shall be taken into account with respect to a Loss to the extent such Loss (or the receipt of an indemnity payment in respect of such Loss) would result in a reduction of Tax basis in depreciable or amortizable property; provided, further, that in no event shall the Tax Benefit be deemed to exceed the amount of any indemnification payment paid to the Indemnified Party. The Seller Indemnified Persons or the Buyer Indemnified Persons, as the case may be, shall not be entitled to recover more than once for the same Loss. No Seller Indemnified Person shall be entitled to recover any Loss if and to the extent such Loss is reflected in the calculation of Closing Indebtedness, Unpaid Sold Company Transaction Expenses or Closing Net Working Capital.

  • Exceptions to Limitations These limitations of liability do not apply to breaches of confidentiality obligations, violations of a party’s Intellectual Property Rights by the other party, indemnification obligations, or Customer's payment obligations.

  • GRIEVANCE AND ARBITRATION PROCEDURES A. A grievance is a dispute, claim, or complaint arising under this Agreement, filed by either an authorized representative of or an employee in the Bargaining Unit, or the County, involving the interpretation or application of this Agreement. All discipline shall be for just cause. B. Grievances will be processed in the following manner and strictly in accordance with the following stated time limits: Step 1. The aggrieved employee shall be accorded fifteen (15) working days from the occurrence of the action or event or when the employee has knowledge or should have had knowledge of the action or the event giving rise to the complaint to seek resolution on an informal basis. The Employee must discuss his alleged grievance with the Airport Fire Chief and the Fire Rescue Division Director. If informal resolution is not accomplished, the employee, if a Union member, must present the proposed grievance in writing to a Union officer on or before the fifteenth (15th) working day for consideration by the Union Grievance committee. If, in the Committee's opinion, no reasonable grievance exists, no further action may be taken. Step 2. If the Committee wishes to pursue the member's complaint, a written grievance shall be presented to the Director of the Fire Rescue Division or his designee within twenty (20) working days from the occurrence of the action or event giving rise to the grievance or from the date on which the employee reasonably should have had knowledge of that occurrence. A written grievance must be presented on a grievance form provided by the County in Appendix A. Upon receipt of a formal grievance or a class action submitted by the Union, the Fire Rescue Division Director or his designee shall investigate the facts and conduct a meeting within five (5) working days with the aggrieved employee and any other persons possessing knowledge considered critical by the Director. The aggrieved employee may be accompanied at this meeting by a local Union representative. The Fire Rescue Division Director or his designee shall notify the grievant of his decision no later than five (5) working days following the date of the meeting. Step 3. If the grievance is not resolved at the second step, the aggrieved employee shall present the written grievance within five (5) working days of the Step 2 decision to the Department Head. The Department Head or his designee shall investigate the facts and may conduct a hearing within five

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