Recourse; Other Limitations Sample Clauses

Recourse; Other Limitations. (a) Except in the case of Fraud, the indemnification obligations of Members under this Article IX shall constitute the sole and exclusive rights, claims and remedies of all Indemnified Persons with respect to the Transactions against the Members (provided that, for the avoidance of doubt, this Article IX shall not limit or restrict an Indemnified Person’s rights to specific performance, injunctive relief and other equitable remedies for non-monetary damages for any breach or threatened breach of any Transaction Document).
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Recourse; Other Limitations. (a) The Indemnifying Holders shall not be liable to the Acquirer Indemnified Persons for indemnification under Section 8.2(a) until the aggregate amount of all Indemnifiable Damages in respect of indemnification under Section 8.2(a) exceeds Eight Hundred Thousand Dollars ($800,000) (the “Basket”), in which event the Indemnifying Holders shall be required to pay or be liable for all Indemnifiable Damages incurred by such Acquirer Indemnified Persons (including the Basket), provided, that, the Basket shall not apply to Indemnifiable Damages based upon, arising out of, with respect to or by reason of (i) claims under Section 8.2(a)(viii); (ii) any breach of any of the Fundamental Representations (the “Fundamental Representation Claims”); and (iii) claims for Indemnifiable Damages arising out of or resulting from any of the matters listed in clauses (ii) through (ix) of Section 8.2(a) (the matters set forth in the foregoing clauses (i) through (iii) of this Section 8.3(a) collectively, the “Special Claims”).
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Recourse; Other Limitations. (a) Notwithstanding anything contained herein to the contrary, no Indemnified Person may make a claim for any cash from the Escrow Fund in respect of any claim for indemnification that is made pursuant to clause (i) of the first sentence of Section 8.2 (and that does not involve any failure of any of the representations and warranties contained in Section 2.2 (Capital Structure), Section 2.4 (Due Authorization; Noncontravention) or Section 2.15 (Taxes) (collectively, the “Fundamental Representations”) to be true and correct), unless and until an Officer’s Certificate (defined below) describing Indemnifiable Damages in an aggregate amount greater than $50,000 (the “Threshold”) has been delivered, in which case the Indemnified Person may make claims for indemnification and may receive cash from the Escrow Fund for all Indemnifiable Damages (including the amount of the Threshold).
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Recourse; Other Limitations. (a)The indemnification obligations of each Indemnifying Person under this ARTICLE VIII and the set-off rights set forth in Section 2.4(f) shall constitute the sole and exclusive rights, claims and remedies of all Indemnified Persons with respect to the Transactions against such Indemnifying Person; provided, however, that this ARTICLE VIII shall not limit or restrict Buyer’s and its Affiliates’ rights to specific performance, injunctive relief or any other equitable remedies for any breach or threatened breach of this Agreement or any Ancillary Transaction Document to which the Company or any Seller is a 39 party, or any right or remedy arising by reason of any claim of fraud, intentional misrepresentation or willful breach.
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Related to Recourse; Other Limitations

  • 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:

  • Further Limitations Geron shall not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or applicable securities laws; or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred in violation of any of the provisions of this Agreement or applicable securities laws.

  • Liability Limitations The following limitations on liabilities shall apply:

  • No Limit on Other Compensation Arrangements Nothing contained in this Agreement shall preclude the Company or any Related Entity from adopting or continuing in effect other or additional compensation plans, agreements or arrangements, and any such plans, agreements and arrangements may be either generally applicable or applicable only in specific cases or to specific persons.

  • Effect on Other Agreements The provisions of this Agreement shall supersede the terms of any plan, policy, agreement, award or other arrangement of the Employer (whether entered into before or after the Effective Date) to the extent application of the terms of this Agreement is more favorable to the Executive.

  • Limitation on Landlords Liability and Indemnity 8.1 Limitation On Landlord's Liability And Release. Landlord shall not be liable to Tenant for, and Tenant hereby releases Landlord and its partners, principals, members, officers, agents, employees, lenders, attorneys, and consultants from, any and all liability, whether in contract, tort or on any other basis, for any injury to or any damage sustained by Tenant, Tenant's agents, employees, contractors or invitees, any damage to Tenant's property, or any loss to Tenant's business, loss of Tenant's profits or other financial loss of Tenant resulting from or attributable to the condition of, the management of, the repair or maintenance of, the protection of, the supply of services or utilities to, the damage in or destruction of the Leased Premises, the Building, the Property or the Outside Areas, including without limitation (i) the failure, interruption, rationing or other curtailment or cessation in the supply of electricity, water, gas or other utility service to the Property, the Building or the Leased Premises; (ii) the vandalism or forcible entry into the Building or the Leased Premises; (iii) the penetration of water into or onto any portion of the Leased Premises; (iv) the failure to provide security and/or adequate lighting in or about the Property, the Building or the Leased Premises, (v) the existence of any design or construction defects within the Property, the Building or the Leased Premises; (vi) the failure of any mechanical systems to function properly (such as the HVAC systems); (vii) the blockage of access to any portion of the Property, the Building or the Leased Premises, except that Tenant does not so release Landlord from such liability to the extent such damage was proximately caused by Landlord's or its agent's or contractors' active or gross negligence, willful misconduct, or Landlord's failure to perform an obligation expressly undertaken pursuant to this Lease after a reasonable period of time shall have lapsed following receipt of written notice from Tenant to so perform such obligation. In this regard, Tenant acknowledges that it is fully apprised of the provisions of Law relating to releases, and particularly to those provisions contained in Section 1542 of the California Civil Code which reads as follows: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." Notwithstanding such statutory provision, and for the purpose of implementing a full and complete release and discharge, Tenant hereby (i) waives the benefit of such statutory provision and (ii) acknowledges that, subject to the exceptions specifically set forth herein, the release and discharge set forth in this paragraph is a full and complete settlement and release and discharge of all claims and is intended to include in its effect, without limitation, all claims which Tenant, as of the date hereof, does not know of or suspect to exist in its favor.

  • Indemnification Limitations (a) Purchaser shall be under no liability to indemnify Seller under 10.3.1 and no claim under Section 10.3.1 of this Agreement shall:

  • Further Limitations on Disposition The Purchaser further agrees not to make any disposition directly or indirectly of all or any portion of the Shares unless and until:

  • Warranty Limitations The warranties in Sections 6.1.1 and -------------------- 6.1.2 shall not apply to FreeStyle Products that have been modified or altered in any manner by anyone other than by or on behalf of TheraSense, or to defects caused (i) through no fault of TheraSense during shipment to or from Nipro; (ii) by the use or operation in an application or environment other than that intended or recommended by TheraSense; (iii) by service by anyone other than employees of, or persons approved in writing by, TheraSense; (iv) by accident, negligence, misuse, other than normal electrical stress, or other causes other than normal use; or (v) by storage, usage or handling in any manner inconsistent with the FreeStyle Products label provided by TheraSense. Replacement FreeStyle Products supplied under this warranty shall carry only the unexpired portion of the original warranty. TheraSense shall not be liable for misbranding with respect to any product labeling or package insert text provided or used by Nipro, or any translation thereof and TheraSense shall not be liable for any adulteration or failure to meet the Product Specifications due to handling or packaging of the FreeStyle Products by Nipro, its Affiliates, its Subdistributors or agents.

  • LIMITATIONS ON LANDLORD'S LIABILITY Landlord shall not be liable for and Tenant shall not be entitled to terminate this Lease or to effectuate any abatement or reduction of rent by reason of Landlord’s failure to provide or furnish any of the foregoing utilities or services if such failure was reasonably beyond the control of Landlord. In no event shall Landlord be liable for loss or injury to persons or property, however, arising or occurring in connection with or attributable to any failure to furnish such utilities or services even if within the control of Landlord.

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