Limitation Exception definition

Limitation Exception means a breach of or inaccuracy in a Fundamental Representation by the General Partner, or any intentional misrepresentation or fraud by the General Partner.
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Examples of Limitation Exception in a sentence

  • Vesting of the Restricted Stock may occur upon satisfaction of one or more stated conditions or terms including, without limitation, the achievement of specific performance goals or time-based service requirements; provided that awards of Restricted Stock must be subject to a minimum service requirement or a minimum performance requirement (or both) of not less than one year before they can vest, subject to the Vesting Limitation Exception as described above.

  • Stock Units may vest as a result of continued service to First Financial or upon the achievement of applicable performance criteria established by the Compensation Committee; provided, that Stock Units granted under the Plan will be subject to a minimum service requirement or minimum performance requirement of not less than one year before they can vest, subject to the Vesting Limitation Exception.

  • Notwithstanding the foregoing, the time limitation shall not apply to: (i) the covenants related to confidentiality and non-competition contained in Section 7 above or (ii) fraud, including without limitation intentional fraud upon which a claim for an Indemnity Limitation Exception is based.

  • Any disputes between any of the parties to it with respect to the agreements contained in it, or as modified in the future, are to be settled by binding arbitration conducted pursuant to the commercial arbitration rules of the American Arbitration Association, except for instances in which an Indemnity Limitation Exception is alleged as a bar to the limitations provided for in Section 8(d).

  • All Adverse Consequences sustained by a Parent Indemnified Party shall be payable solely from the Indemnity Escrow Amount except for claims or other matters relating to (i) payments due under Section 1.9.4 for Working Capital (which payments shall come only from the Working Capital Escrow Amount) or (ii) any Parent Limitation Exception.

  • Without limiting the generality of the foregoing, except in the case of an Escrow Limitation Exception or as expressly provided in Section 9.1(g), no Seller nor any equity owner of any Seller shall have liability whatsoever with respect to this Agreement or the transactions contemplated hereby, beyond the possible loss of the Escrow Amount held by the Escrow Agent, for any Losses incurred by any of the Purchaser Indemnitees for any reason.

  • From and after the Closing (but subject to the provisions of this Article 9), the sole and exclusive source of recovery of Losses described in Sections 9.1(a)(i) by a Purchaser Indemnitee (except with respect to any Escrow Limitation Exception and as expressly provided in Section 9.1(g)) shall be the then-available portion of the Escrow Amount in accordance with the terms of this Agreement and the Escrow Agreement.

  • Notwithstanding the foregoing, the Parent Basket and Cap do not apply to (i) adjustments relating to Working Capital, which adjustments, if any, are provided solely out of the Working Capital Escrow Amount or (ii) Adverse Consequences relating to any Parent Limitation Exception.

Related to Limitation Exception

  • Preexisting condition exclusion means, with respect to coverage, a limitation or exclusion of

  • Privileged Information Exception With respect to any Privileged Information, at any time (a) such Privileged Information becomes generally available and known to the public other than as a result of a disclosure directly or indirectly by the party restricted from disclosing such Privileged Information (the “Restricted Party”), (b) it is reasonable and necessary for the Restricted Party to disclose such Privileged Information in working with legal counsel, auditors, taxing authorities or other governmental agencies, (c) such Privileged Information was already known to such Restricted Party and not otherwise subject to a confidentiality obligation and/or (d) the Restricted Party is (in the case of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, any affected Serviced Companion Loan Holder, the Trustee and the Asset Representations Reviewer, as evidenced by an Officer’s Certificate (which shall include a certification that it is based on the advice of counsel) delivered to each of the Master Servicer, the Special Servicer, the applicable Directing Holder, the applicable Consulting Parties, the Operating Advisor, the Certificate Administrator, the Trustee and the Asset Representations Reviewer) required by law, rule, regulation, order, judgment or decree to disclose such information.

  • Permitted Exception means (a) liens for Taxes and other governmental charges and assessments which are not yet due and payable, (b) liens of landlords and liens of carriers, warehousemen, mechanics and materialmen and other like liens arising in the ordinary course of business for sums not yet due and payable, (c) other liens or imperfections on property which are not material in amount or do not materially detract from the value or the existing use of the property affected by such lien or imperfection, (d) such statements of fact and exceptions shown on any title insurance policies delivered to Global.

  • Enforceability Exception has the meaning set forth in Section 3.05.

  • Emission limitation means a requirement established by the Board, the director or the Administrator, EPA, which limits the quantity, rate or concentration of emission of air pollutants on a continuous emission reduction including any requirement relating to the operation or maintenance of a source to assure continuous emission reduction (Section 302(k)).