Qualifications and Limitations Sample Clauses

Qualifications and Limitations. The opinions set forth above are subject to the following qualifications and limitations:

Qualifications and Limitations. Qualification of the Stock as QSBS is based, in part, on the value of Company stock or other assets at certain relevant times. For purposes of the representations made in this Certificate, the Company has made a good faith determination of such values, taking into account all material facts and circumstances, but cannot guarantee that the Internal Revenue Service will not successfully assert that such determination is incorrect.

Qualifications and Limitations. To be eligible to participate in the Program and receive the post-retirement payment described in this Article, the faculty member must meet all of the following criteria: a) The faculty member must have completed at least ten (10) years of service to the College as a full-time faculty member as of his/her retirement date. Years of service may be non-consecutive. Neither accrued leave balances nor any period of a non-FMLA unpaid leave of absence count towards years of service. b) The faculty member must retire from the College and meet the eligibility criteria to retire under SURS as of his/her retirement date. The faculty member will no longer be an active or contributing participant in SURS immediately following his/her retirement date. c) Requests to participate in the Program may be made during any year of this contract. The last day to request to participate in the Program is December 3, 2021. During the 2018-2019 contract year, the minimum length of participation in the Program may be one (1) year, with a retirement date at the end of the 2019-2020 academic year. Otherwise, the minimum length of participation in the Program is two (2) years, and the maximum length is four (4) years. Under no circumstances may a faculty member’s retirement date be later than the first Wednesday after the end of the College’s 2026 Summer Session. d) Eligible faculty members may submit a written request to participate in the Program along with their notice of retirement to the appropriate Xxxx and Vice President for Educational Affairs by December 3 of the academic year preceding the faculty member’s intended participation in the program, except for the 2018-2019 academic year when the request must be submitted by January 11, 2019. For example, a faculty member who wants to participate in the Program for three (3) years and retire at the end of the 2022-2023 academic year must give notice by December 3, 2019. The Xxxx and Vice President for Educational Affairs shall notify the faculty member if he/she meets eligibility to participate in the Program within 30 calendar days from receipt of the faculty member’s request or by the last day of the applicable Fall semester, whichever date is earlier. The Board will then take action on the faculty member’s retirement date and participation in the Program. e) Once a faculty member is approved by the Board for retirement and participation in the Program, his/her retirement date is irrevocable. Separation of employment for any rea...

Qualifications and Limitations. Notwithstanding any provision contained in this Agreement to the contrary, the Indemnitor’s obligations to indemnify the Claimant pursuant to Section 10.2 or 10.3 shall be subject to the following qualifications and limitations: (a) In the determination of whether a breach has occurred with respect to any representation or warranty contained in Section 3 or Section 4 of this Agreement for purposes of the exercise by Buyer or Seller, as the case may be, of its indemnity rights under Section 10.2(a) or 10.3(a) hereof, any exception for “Material Adverse Effect” and any qualification by “in all material respects” in any representation or warranty shall be disregarded as if such representation or warranty did not contain such exception or qualification, and the phrase “material breach” or “material default” in any representation or warranty shall be read as if the word “material” were not present therein. (b) All of Buyer’s or Seller’s Losses sought to be recovered under Section 10.2 or 10.3 hereof shall be net of (i) any insurance proceeds received by Buyer or Seller as Claimant, as the case may be, with respect to the events giving rise to such Losses, and (ii) any tax benefits received by such Claimant in connection with such events. (c) Following the Closing Date, except for claims based on fraud, the sole and exclusive remedy for either Party for any claim arising out of a breach of any representation, warranty, covenant or other agreement herein shall be a claim for indemnification pursuant to this Section 10.

Qualifications and Limitations. The opinions set forth above are subject to the following qualifications and limitations: 1. The opinion expressed in Paragraph B.1 above as to the valid existence and good standing of the Borrower and the Delaware Guarantor is based solely on our review of the Good Standing Certificates, copies of which have been made available to you and your counsel, and our opinion with respect to such matters is rendered as of the date of such certificates and limited accordingly. 2. The opinions are subject to and may be limited by (i) applicable bankruptcy, insolvency, liquidation, fraudulent conveyance or transfer, moratorium, reorganization or other similar laws affecting creditors’ rights generally; (ii) general equitable principles and rules of law governing specific performance, estoppel, waiver, injunctive relief and other equitable remedies (regardless of whether enforcement is sought in a proceeding at law or in equity), and the discretion of any court before which a proceeding may be brought; (iii) duties and standards of good faith, reasonableness and fair dealing imposed on creditors and parties to contracts; (iv) the limitation in certain circumstances of provisions imposing liquidated damages, or increases in interest rates upon delinquency in payment or the occurrence of a default to the extent constituting a penalty; (v) a court determination that any fees payable pursuant to a provision requiring the payment of attorneys’ fees is reasonable; and (vi) applicable laws and interpretations which may affect the validity and enforceability of certain waivers, procedures, remedies and other provisions of the Subject Documents, which limitations, however, do not, in our opinion, make the remedies provided for therein inadequate for the practical realization of the principal benefits intended to be provided thereby (subject to the other qualifications expressed herein and except for the economic consequences of any judicial, administrative or other procedural delay that may result from such laws or interpretations). 3. We express no opinion as to the validity, binding effect or enforceability of any provision of any Subject Document: (i) that purports to grant any right of set-off with respect to any contingent or unmatured obligation; (ii) that is governed by the terms of any two or more provisions that conflict with or contradict each other; (iii) insofar as such provision relates to the subject matter jurisdiction of a court to adjudicate a controversy or ...

Qualifications and Limitations. Employees eligible for the retirement incentive shall be subject to the following qualifications and limitations:

Qualifications and Limitations. The opinion contained herein is subject to the following qualifications and limitations. a. No opinion is expressed as to the laws of any jurisdictions other than Italy; b. this opinion speaks as of its date, is subject to applicable insolvency, bankruptcy, moratorium or other similar laws affecting creditors rights in general; c. this opinion has been delivered solely for your benefit. Accordingly, it may not be quoted, filed with any governmental authority or other regulatory agency or otherwise circulated or utilized for any other purpose without our prior written consent.

Qualifications and Limitations. The opinions set forth above are subject to the following qualifications and limitations: The opinions expressed in Paragraph B.1 above as to the valid existence and good standing of the Company are based solely on our review of the good standing or similar certificates issued by appropriate authorities in the subject jurisdictions, copies of which have been made available to you and your counsel, and our opinions with respect to such matters are limited accordingly. With respect to our opinion in Paragraph B.5 that the authorized and issued capital stock of the Company is as set forth in the Registration Statement, the Disclosure Package and the Prospectus under the heading “Description of Capital Stock”, we have relied upon our review of the Delaware General Corporation Law, our review of the Company’s charter as to the number of shares of each authorized series and class of capital stock set forth under the caption “Description of Capital Stock” in the Prospectus, and the respective rights, preferences, privileges, and restrictions thereof, and on certificates of officers. With respect to our opinion in Paragraphs B.6 and B.7 regarding (i) consents, approvals, authorizations and orders or, or filings with any federal, Delaware corporate, Delaware state or New York state governmental or regulatory agency or body, and (ii) any court orders, judgments or decrees, we have relied solely upon written representations made to us by an officer of the Company and we have not conducted any special investigation of laws, statutes, rules or regulations, and our opinion with respect thereto is limited to the laws, statutes, rules and regulations of the United States and the State of New York, the State of Delaware and provisions of Delaware General Corporation Law. With respect to our opinion in Paragraph B.7, we express no opinion on compliance by the Company with any financial covenants contained in any the agreements or instruments specified therein. With respect to our opinion in Paragraph B.10, we have relied as to certain factual matters upon a certificate of an officer of the Company and have assumed that, pending their uses as identified in the Prospectus, the net proceeds of the offering contemplated by the Prospectus will be invested in government securities within the meaning of the Investment Company Act, to the extent necessary to ensure that the Company will not hold “investment securities” (within the meaning of the Investment Company Act) having a val...

Qualifications and Limitations. To be eligible for the retirement benefits described above, a teacher must comply with all of the following requirements and limitations: 1. The teacher must be eligible for retirement under the Illinois Teacher’s Retirement System and receive retirement benefits commencing at the end ofthe final school year of employment pending completion of all Illinois Teacher’s Retirement System requirements. 2. The teacher must have a minimum of fifteen (15) years of regular full-time or part-time service with LaSalle School District #122 and must be eligible to retire under the Illinois Teacher’s Retirement System (“TRS”) early retirement without discount (“ERO”) or voluntary normal retirement plans without any ERO penalty payment requirement for the Board based upon the teacher’s age and/or years of TRS creditable service. 3. To participate in this retirement plan, and receive benefits hereunder, the teacher must submit a notice of intent to retire to the Superintendent for Board approval by August 15 of the 4th, 3rd, 2nd, or last school year preceding the teacher’s final school year of employment. Teachers wishing to participate in this plan will be allowed to submit their requests after January 1st of their fifth year before their final year of employment. 4. Any teacher who commences participation in this retirement benefits plan and fails to comply with the provisions herein, with the exception of the death or total disability of the teacher during the final 3, 2, or 1 years of employment, and subsequently submits a letter to rescind the retirement and the Board accepts, shall reimburse the District for any increased salary payments granted under this provision. If a teacher submits a notice of retirement and begins receiving creditable earnings increases in accordance with this provision and subsequently rescinds his/her notice of intent to retire, the amount of creditable earnings received in excess of the annual salary increase negotiated for the teacher pursuant to the teacher salary schedule will be deducted from the teacher’s regular salary in equal installments for the same number of pay periods in which he/she received the creditable earnings increases under this Section 10.1.

Qualifications and Limitations. The Warranties are given subject to the qualifications and limitations, together with the further rights of the Vendor and the Purchaser (including the conduct of any claims) in relation to the Warranties, set out in section 4 of the Master Sale and Purchase Agreement.