Terms and Exclusions Sample Clauses

Terms and Exclusions. I understand that the Annual Membership Fee payable to PPC Atlanta strictly covers healthcare, amenities and service that are not reimbursed or covered through the Medicare, Medicaid and third-party payers (health insurance) programs. As such, PPC Atlanta will not seek reimbursement for services provided as part of my Annual Membership Fee from Medicare, Medicaid, or any other third-party payer. I understand that I am solely financially responsible for payment of my Annual Membership Fee and that this fee is not reimbursable by my private insurance carrier, Medicare or Medicaid. However, some of the fees for my annual membership fee may be submitted to my health savings account (HSA), medical savings account (MSA) or flexible benefits account (FBA) for reimbursement but please consult a tax expert or your tax preparer for guidance in this regard. I understand that I, or my insurance company, are responsible for all healthcare services that are traditionally covered by a health insurance program. These services exclude the services that are provided under my Annual Membership Fee. Regardless of health coverage, I understand that all co-payment, co-insurance and/or deductibles will apply as defined by my insurance policy. PPC Atlanta will bill my Payor for those services. In the event that the services are not covered by my Payor, I understand that I am responsible for payment.
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Terms and Exclusions. 1. The SLA explicitly does not apply to: a) other Services provided by Interconnect purchased by the Customer where no SLA is agreed. b) hardware repairs to customer equipment , unless explicitly otherwise agreed. 2. There is no Outage if the Service was unavailable due to: a) Conditions that can be attributed to the Customer, including a failure in Customer’s equipment and software installed on request of or by the Customer. In case a reported Outage is caused by such conditions, the Out of Office Hours Service Charge of €275,- per started hour per engineer is applicable. b) Maintenance and Emergency Maintenance (see 4.3 – ‘Change Management’). c) a situation where a single component, from a redundant purchased Service or option on a Service, cannot meet the required capacity (e.g. B power feed where the circuit breaker is tripping because A feed is down). d) causes outside Interconnects reasonable influence, including force majeure. This also includes the situation in which the consequences of an incident could have been minimized through the use of another Service or option on a Service, but the Customer did not purchase it at the time of the start of the incident. E.g. a DDOS attack where the option Anti-DDOS has not been purchased. e) suspension based on the Agreement.
Terms and Exclusions. I understand that the Membership Fee payable to HIM strictly covers healthcare, amenities and service that are not reimbursed or covered through the Medicare, Medicaid and third-party payers (health insurance) programs. As such, HIM will not seek reimbursement for services provided as part of your Membership Fees with your medical insurance. I understand that I am solely financially responsible for payment of my Membership Fees and that this fee is not reimbursable by my private insurance carrier, Medicare or Medicaid. However, some of the fees for my membership fee may be submitted to my health savings account (HSA), medical savings account (MSA) or flexible benefits account (FBA) for reimbursement but please consult a tax expert or your tax preparer for guidance in this regard.
Terms and Exclusions. I understand that the Membership Fee payable to HIM strictly covers healthcare, amenities and service that are not reimbursed or covered through the Medicare, Medicaid and third-party payers (health insurance) programs. As such, HIM will not seek reimbursement for services provided as part of your Membership Fees with your medical insurance. I understand that I am solely financially responsible for payment of my Membership Fees and that this fee is not reimbursable by my private insurance carrier, Medicare or Medicaid. However, some of the fees for my membership fee may be submitted to my health savings account (HSA), medical savings account (MSA) or flexible benefits account (FBA) for reimbursement but please consult a tax expert or your tax preparer for guidance in this regard. Patient History Form Name: Birth date: Marital Status: Occupation: Allergies to Medications, Latex or Dyes □None □ Yes (please list) Surgeries/Hospitalizations/Serious Injuries Year Hepatitis B Series Recent Pneumonia Vaccine Gardasil Series Recent Flu Vaccine Chicken Pox immunization or disease Positive TB Screening Health Maintenance No Yes (Year) No Yes (Year) Colonoscopy Bone Density Mammogram Eye Exam Pap Smear Physical Exam Social History No Yes Recreational Drugs Special Diet If yes describe: Regular Exercise If yes describe: Sexually Active □ Men □ Women □ Both GYN History OB History Age of first mensus: ( ) Menopause □ N □ Y (if yes Age: ) Total Number of Pregnancies: ( ) Regular Periods □ N □ Y Painful Periods □ N □ Y Full Term ( ) Pre Term ( ) PMS □ N □ Y – if yes describe Miscarriages ( ) Abortions ( ) Abnormal Pap: – if Yes approximate date ( ) Tubal ( ) Medical History (please check if positive) ENT GENITOURINARY SKIN Eye Problems Urinary Infections Psoriasis Sinus Problems Kidney Disease/Stones Skin Disorders Hearing Loss Erectile Dysfunction Melanoma STD CARDIOVASCULAR Urinary Incontinence Abnormal EKG MUSCULOSKELETAL PSYCH Chest Pain Arthritis/Osteo ADD/ADHD Heart Attack Arthritis/Rheumatoid Anxiety Heart Disease Gout Depression High Blood Pressure Neck/Spinal Problems Memory Loss High Cholesterol NEUROLOGICAL OCD Stroke Concussion Suicidal Thoughts/attempt Peripheral Vascular Disease Headaches PULMONARY Migraines Asthma Epilepsy/Seizures Emphysema/COPD HEMATOLOGICAL Shortness of Breath Anemia Sleep Apnea Bleeding Disorders GASTROINTESTINAL Blood Clots Acid Reflux Cancer Constipation Sickle Cell Disease Diarrhea ENDOCRINE Irritable Bowel Diabetes Gall Bladder Dise...
Terms and Exclusions. 1. The SLA explicitly does not apply to: a) other Services by Interconnect that the Customer purchases and on which no SLA is agreed. b) hardware repairs on the equipment of the Customer, unless explicitly otherwise agreed. 2. There is no Outage if the Service was unavailable due to: a) circumstances that can be attributed to the Customer, including a failure in equipment and Customer software (installed on request of or by the Customer). If it is feasible that a reported Outage is caused by such circumstances, then the Out of Office Hours Service Charge of €275,- per started hour per engineer will be applicable. b) Maintenance and Emergency Maintenance (see 4.3 – ‘Change Management’). c) a situation where a single component, from a redundant purchased Service or option on a Service, cannot meet the required capacity (e.g. a B power feed where the circuit breaker is tripping because the A feed is down). d) causes beyond Interconnect's control. This also includes the situation in which the consequences of an incident could have been minimized through the use of another Service or option on a Service, but the customer did not purchased it at the time of the incident. E.
Terms and Exclusions i. No warranty applies to any Hardware that is: (i) returned without Rubrik’s prior written authorization pursuant to subsection 2 above; (ii) handled, transported, installed, operated, maintained, stored or used improperly, or in any manner not in accord with the Documentation, the Policy, or Rubrik's written instructions or recommendations; (iii) repaired, altered or modified other than by Rubrik or its authorized service provider; or (iv) no longer covered by the applicable Hardware Warranty due to the expiration of the applicable Term or Hardware Warranty Period. Additional charges may apply for support provided outside the applicable Warranty Period or for excluded repairs or error corrections to the extent not otherwise covered under any Hardware Warranty. ii. Warranty claims must be made within the Hardware Warranty Period. “Dead on Arrival” Hardware (“DOA Hardware”) must be reported to Rubrik within 30 calendar days of delivery of the Product. Rubrik will replace DOA Hardware by SBD as described in Section II(ii) Product. You will return the DOA Hardware to Rubrik within 14 days of receipt of the replacement unit or will pay the purchase price for the replacement unit and all associated duties, taxes, and shipment costs. iii. For Hardware Defects that require a Spare or replacement Product, you will return the applicable Spare or Hardware at your expense in accordance with Rubrik’s instructions and RMA procedures. Upon receipt of the Defective Hardware component or Product, Rubrik will ship a Spare or repaired Product to you. iv. Rubrik’s performance of the Support Services is conditioned upon all terms, conditions and pre-requisites set forth herein and in the Policy.
Terms and Exclusions. I understand that the Annual Membership Fee payable to PPC Atlanta strictly covers healthcare services that are not consistently reimbursed or offered through the Medicare, Medicaid and third-party payors (health insurance) programs. As such, PPC Atlanta will not seek reimbursement for services provided as part of my Annual Membership Fee from Medicare, Medicaid, or any other third-party payer. I understand that I am solely financially responsible for payment of my Annual Membership Fee and that this fee is not reimbursable by my private insurance carrier, Medicare or Medicaid. However, the fees for my annual membership fee may be submitted to my health savings account 3 First degree family members include spouse or domestic partner, parent, sibling or child 4 If terminating from the program you must sign a HIPAA compliant request to have your records transferred to your new physician. One copy of your records will be provided to your physician at no charge. Any additional copies of your records will be charged for at then current rates. 5Failure to renew or to make quarterly payment in a timely fashion will be taken as your decision to immediately establish yourself with a new physician. Xx. Xxxxxxxxxx will provide emergency care only for 30 days after your termination from the program. After this time Xx. Xxxxxxxxxx will no longer be responsible for any aspect of your medical care and you should see your new physician for all medical issues. You and/or your insurance company as the case may be, will be responsible for any charges incurred for emergency care provided during this time. (HSA), medical savings account (MSA) or flexible benefits account (FBA) for reimbursement. I understand that I, or my insurance company, am responsible for all healthcare services that are traditionally covered by a health insurance program. These services exclude the services that are provided under my Annual Membership Fee. Regardless of health coverage, I understand that all co-payment, co-insurance and/or deductibles will apply as defined by my insurance policy. PPC Atlanta will bill my Payor for those services. In the event that the services are not covered by my Payor I understand that I am responsible for payment.
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Related to Terms and Exclusions

  • Limitations and Exclusions The limitation and exclusion in this Section 8 shall not apply: (i) to the extent that liability cannot be limited or excluded according to the Applicable Law; (ii) in cases of our willful misconduct and gross negligence; (iii) in cases of bodily injuries or death caused by our negligence; and (iv) in cases of our fraud or fraudulent misrepresentation.

  • Limitations and exclusions of liability NONE OF THE TMLS AFFILIATES SHALL BE LIABLE TO SUBSCRIBER OR ANYONE ELSE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE TMLS SERVICE, INCLUDING RELIANCE BY SUBSCRIBER ON ANY INFORMATION OBTAINED THROUGH USE OF THE TMLS SERVICE; MISTAKES, OMISSIONS, DELETIONS OR DELAYS IN TRANSMISSION OF SUCH INFORMATION; INTERRUPTIONS IN TELECOMMUNICATIONS CONNECTIONS TO THE TMLS SERVICE; AND VIRUSES OR FAILURES OF PERFORMANCE; WHETHER CAUSED IN WHOLE OR PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, OR THEFT OF, DESTRUCTION OF, OR UNAUTHORIZED ACCESS TO THE TMLS SERVICE AND RELATED INFORMATION, RECORDS AND PROGRAMS.

  • LIMITATION AND EXCLUSION OF LIABILITY 1. 6. 1. Traction Software Limited does not exclude its liability (if any) to you: 1. 6. 1. 1. for personal injury or death resulting from Traction Software Limited’s negligence; 2. 6. 1. 2. for any matter for which it would be illegal for Traction Software Limited to exclude or to attempt to exclude its liability; or 3. 6. 1. 3. for fraud. 2. 6. 2. Traction Software Limited makes no express warranties with respect to the Software and Traction Software Limited hereby excludes (to the fullest extent permissible in law), all conditions, warranties (including without limitation any warranty that the Software will meet your requirements or that its operation will be uninterrupted or error free) and stipulations, express (other than those set out in this License) or implied, statutory, customary or otherwise which, but for such exclusion, would or might subsist in favour of you. Except as set out in this License you assume the entire risk as to the quality and performance of the Software. 3. 6. 3. Subject to clause 6. 1 Traction Software Limited will be under no liability to you whatsoever (whether in contract, tort (including negligence), breach of statutory duty, restitution or otherwise) for any injury, death, damage or direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, loss of data, loss of savings, depletion of goodwill and like loss) howsoever caused arising out of or in connection with: 1. 6. 3. 1. the Software, or the manufacture or sale or supply, or failure or delay in supply, of the Software by Traction Software Limited or on the part of Traction Software Limited’s employees, agents or sub-contractors; 2. 6. 3. 2. any breach by Traction Software Limited of any of the express or implied terms of this License; 3. 6. 3. 3. any use made of the Software; or 4. 6. 3. 4. any statement made or not made, or advice given or not given, by or on behalf of Traction Software Limited. 4. 6. 4. Subject to clause 6. 1 and without prejudice to clauses 6. 2 and 6. 3 , Traction Software Limited’s aggregate liability under this License(whether in contract, tort (including negligence), breach of statutory duty, restitution or otherwise) for any injury, death, damage or direct or consequential loss (all three of which terms include without limitation of profits, loss of business, depletion of goodwill and like loss) howsoever caused (other than for death or personal injury caused by Traction Software Limited’s negligence) will be limited to the higher of the price paid by you to use the Software or USD $1 00. 5. 6. 5. You acknowledge that the above provisions of this clause 6 are reasonable given the charges made (if any) for the Software and you will accept such risk and/or insure accordingly. 6. 6. 6. Any rights that you have as a consumer are not affected by this clause 6.

  • Limitations and Exceptions Members shall confine limitations or exceptions to exclusive rights to certain special cases which do not conflict with a normal exploitation of the work and do not unreasonably prejudice the legitimate interests of the right holder.

  • Assumption and Exclusion of Liabilities (a) Upon the terms and subject to the conditions of this Agreement, at the Closing, the Purchaser shall assume and shall agree to pay, perform and discharge the following Liabilities of Parent, the Seller and any of Parent’s other Affiliates (the “Assumed Liabilities”): (i) all Liabilities reflected on the Closing Date Working Capital Statement finally resolved in accordance with Section 2.07(e)(ii), including Workers’ Compensation Liabilities; (ii) all Liabilities of Parent or its Affiliates arising under the contracts and agreements assumed by the Purchaser pursuant to Sections 2.01(a)(x) and (xi) (other than Liabilities or obligations attributable to any failure by Parent or its Affiliates to comply with the terms thereof prior to the Closing Date); (iii) any liabilities relating to a Plan that are to be assumed pursuant to the express terms of Article VI; (iv) solely to the extent provided in Article VIII, Post-Closing Environmental Liabilities, Historical On-Site Environmental Liabilities, and Straddle Environmental Liabilities; (v) all Liabilities assigned to the Purchaser under Article VI; (vi) all accounts and trade payables, in each case to the extent such Liabilities are reflected, or are expressly reserved for, in the Closing Date Working Capital Statement; (vii) all Liabilities that the Purchaser expressly has assumed or agreed to pay, or be responsible for, pursuant to the terms hereof or of any Ancillary Agreement; (viii) all Liabilities of the Seller arising from commitments (in the form of accepted purchase orders), or outstanding quotations, proposals or bids to (A) sell products or (B) purchase or acquire raw materials, components, supplies or services (provided that, in each case, with respect to such commitments, outstanding quotations, proposals or bids arising between the date hereof and the Closing Date, such commitments, outstanding quotations, proposals or bids have been made in accordance with Section 5.01 hereof); (ix) all Taxes for Post-Closing Periods relating to the Purchased Assets or the Business and, without duplication of any Taxes included under Section 2.02(a)(i), any Taxes relating to the Purchased Assets or the Business for a Pre-Closing Period to the extent an amount for any such Tax is set forth as a Liability on the Closing Date Working Capital Statement, in each case, other than Excluded Taxes; and (x) all Workers’ Compensation Liabilities. (b) Notwithstanding subsection (a) above to the contrary, Parent, the Seller and Parent’s other Affiliates shall retain, and shall be responsible for paying, performing and discharging when due, and the Purchaser shall not assume or have any responsibility for, all Liabilities as of the Closing other than the Assumed Liabilities (the “Excluded Liabilities”), including: (i) all Liabilities relating to, resulting from, caused by or arising out of, directly or indirectly, the conduct of the Business or any Purchased Assets prior to the Closing Date, except for any Liabilities expressly assumed under Section 2.02(a) and any Liabilities related to the Employee Amounts; (ii) all Excluded Taxes; (iii) all Liabilities arising out of or relating to the Excluded Assets; (iv) except to the extent such are Assumed Liabilities and subject to the provisions set forth in Article VIII, all Environmental Liabilities; provided, however, with respect to Historical Off-Site Environmental Liabilities, such liabilities shall be subject to the procedures set forth in Section 8.07; (v) any Indebtedness of the Business (the “Excluded Indebtedness”); (vi) except for Workers’ Compensation Liabilities, any Liabilities relating to any current or former employees, independent contractors, officers or agents of the Seller other than the Transferred Employees; (vii) except (A) as and to the extent expressly provided in Article VI and (B) for Workers’ Compensation Liabilities, any Liabilities relating to the Plans and any Liabilities relating to the Transferred Employees incurred prior to the Closing Date; (viii) all Liabilities for which Parent or any of its Affiliates expressly has retained or agreed to pay, or be responsible for, pursuant to the terms hereof or of any Ancillary Agreement; (ix) all intercompany receivables, payables, loans and investments related to the Business; (x) all Liabilities assigned to or retained by the Seller under Article VI; and (xi) all Liabilities to the extent arising out of Actions relating to the matters constituting Excluded Liabilities specified in the foregoing clauses (i) – (x) of this Section 2.02(b).

  • Interpretive and Additional Provisions In connection with the operation of this Agreement, the Custodian and each Fund on behalf of each of the Portfolios, may from time to time agree on such provisions interpretive of or in addition to the provisions of this Agreement as may in their joint opinion be consistent with the general tenor of this Agreement. Any such interpretive or additional provisions shall be in a writing signed by all parties and shall be annexed hereto, provided that no such interpretive or additional provisions shall contravene any applicable federal or state regulations or any provision of a Fund’s Governing Documents. No interpretive or additional provisions made as provided in the preceding sentence shall be deemed to be an amendment of this Agreement.

  • Non-Reliance and Exculpation The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Placement Agent, any of its respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), other than the statements, representations and warranties of ListCo expressly contained in Section 5 and ARYA expressly contained in Section 6 of this Subscription Agreement, in making its investment or decision to invest in ListCo. The Investor acknowledges and agrees that none of (i) any other investor pursuant to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE Securities (including the investor’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), (ii) the Placement Agent, its respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, or (iii) any other party to the Transaction Agreement or any Non-Party Affiliate, shall have any liability to the Investor, or to any other investor, pursuant to, arising out of or relating to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE Securities, the negotiation hereof or thereof or its subject matter, or the transactions contemplated hereby or thereby, including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the PIPE Securities or with respect to any claim (whether in tort, contract or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by ListCo, ARYA, the Company, the Placement Agent or any Non-Party Affiliate concerning ListCo, ARYA, the Company, the Placement Agent, any of its respective controlled affiliates, this Subscription Agreement or the transactions contemplated hereby. For purposes of this Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of ListCo, ARYA, the Company, the Placement Agent or any of ListCo’s, ARYA’s, the Company’s or the Placement Agent’s respective controlled affiliates or any family member of the foregoing.

  • Regulatory Requirements and Governing Law 43 14.1 Regulatory Requirements. 43 14.2 Governing Law 44 ARTICLE 15. NOTICES 44 15.1 General. 44 15.2 Xxxxxxxx and Payments. 44 15.3 Alternative Forms of Notice 44 15.4 Operations and Maintenance Notice 44 ARTICLE 16. FORCE MAJEURE 45 16.1 Force Majeure 45 ARTICLE 17. DEFAULT 45 17.1 Default. 45 ARTICLE 18. INDEMNITY, CONSEQUENTIAL DAMAGES AND INSURANCE 46 18.1 Indemnity. 46 18.2 No Consequential Damages. 47 18.3 Insurance 47 ARTICLE 19. ASSIGNMENT 49 19.1 Assignment. 49 ARTICLE 20. SEVERABILITY 49 20.1 Severability. 49 ARTICLE 21. COMPARABILITY 50 21.1 Comparability. 50 ARTICLE 22. CONFIDENTIALITY 50 22.1 Confidentiality. 50 ARTICLE 23. ENVIRONMENTAL RELEASES 53 23.1 Developer and Connecting Transmission Owner Notice 53 ARTICLE 24. INFORMATION REQUIREMENT 53 24.1 Information Acquisition. 53 24.2 Information Submission by Connecting Transmission Owner 54 24.3 Updated Information Submission by Developer 54 24.4 Information Supplementation 54 ARTICLE 25. INFORMATION ACCESS AND AUDIT RIGHTS 55 25.1 Information Access. 55 25.2 Reporting of Non-Force Majeure Events. 55 25.3 Audit Rights. 56 25.4 Audit Rights Periods. 56 25.5 Audit Results. 56 ARTICLE 26. SUBCONTRACTORS 56 26.1 General. 56 26.2 Responsibility of Principal. 57 26.3 No Limitation by Insurance 57 ARTICLE 27. DISPUTES 57 27.1 Submission 57 27.2 External Arbitration Procedures. 57 27.3 Arbitration Decisions. 58 27.4 Costs. 58 27.5 Termination 58 ARTICLE 28. REPRESENTATIONS, WARRANTIES AND COVENANTS 58 28.1 General. 58 ARTICLE 29. MISCELLANEOUS 59 29.1 Binding Effect. 59 29.2 Conflicts. 59 29.3 Rules of Interpretation 59 29.4 Compliance 60 29.5 Joint and Several Obligations. 60 29.6 Entire Agreement. 60 29.7 No Third Party Beneficiaries. 60 29.8 Waiver 60 29.9 Headings. 61 29.10 Multiple Counterparts. 61 29.11 Amendment. 61 29.12 Modification by the Parties. 61 29.13 Reservation of Rights. 61 29.14 No Partnership 62 29.15 Other Transmission Rights. 62 Appendices STANDARD LARGE GENERATOR INTERCONNECTION AGREEMENT THIS STANDARD LARGE GENERATOR INTERCONNECTION AGREEMENT

  • Applicable Law and Exclusive Forum The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in all respects by the laws of the State of New York. Subject to applicable law, the Company hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive forum for any such action, proceeding or claim. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in the Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section 9.3. If any action, the subject matter of which is within the scope the forum provisions above, is filed in a court other than a court located within the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any warrant holder, such warrant holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States District Court for the Southern District of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.

  • Provisions Applicable to All Transfers and Exchanges (i) Subject to the restrictions set forth in this Section 2.11, Physical Notes and beneficial interests in Global Notes may be transferred or exchanged from time to time as desired, and each such transfer or exchange will be noted by the Registrar in the Register. (ii) All Notes issued upon any registration of transfer or exchange in accordance with this Indenture will be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Notes surrendered upon such registration of transfer or exchange. (iii) No service charge will be imposed on any Holder of a Physical Note or any owner of a beneficial interest in a Global Note for any exchange or registration of transfer, but each of the Company, the Trustee or the Registrar may require such Holder or owner of a beneficial interest to pay a sum sufficient to cover any transfer tax, assessment or other governmental charge imposed in connection with such registration of transfer or exchange. (iv) Unless the Company specifies otherwise, none of the Company, the Trustee, the Registrar or any co-Registrar will be required to exchange or register a transfer of any Note (i) that has been surrendered for conversion or (ii) as to which a Fundamental Change Purchase Notice has been delivered and not withdrawn, except to the extent any portion of such Note is not subject to the foregoing. (v) Neither the Trustee nor any Agent will have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

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