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

  • 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.

  • Special Investigator to violate the Instruction or the spirit of the Posse Comitatus Act.

  • 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).

  • 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.

  • Payment Limitation Exception Request ............................................

  • 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.

  • 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.

  • 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.

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)).

  • Plantwide applicability limitation (PAL means an emission limitation expressed in tons per year, for a pollutant at a major stationary source, that is enforceable as a practical matter and established source-wide in accordance with Chapter 19, section 011.

  • Customary Recourse Exceptions means, with respect to any Non-Recourse Debt of an Unrestricted Subsidiary, exclusions from the exculpation provisions with respect to such Non-Recourse Debt for the voluntary bankruptcy of such Unrestricted Subsidiary, fraud, misapplication of cash, environmental claims, waste, willful destruction and other circumstances customarily excluded by lenders from exculpation provisions or included in separate indemnification agreements in non-recourse financings.

  • Indemnity Amount means the amount of any indemnification obligation payable under the Basic Documents.

  • Exceptions means the conditions set out in Standard Licence Condition 14A.3 of our Licences, which are: (i) if your previous supplier has prevented

  • Materiality Threshold means limits for related party transactions beyond which the shareholders' approval will be required as specified in Companies Act, 2013 and rules thereof and amendments thereto.

  • Tax Indemnity Agreement means that certain Tax Indemnity Agreement [NW ____ _], dated as of the date hereof, between the Owner Participant and Lessee, as originally executed or as modified, amended or supplemented pursuant to the applicable provisions thereof.

  • Excluded Liability means any liability that is excluded under the Bail-In Legislation from the scope of any Bail-In Action including, without limitation, any liability excluded pursuant to Article 44 of the Bank Recovery and Resolution Directive.

  • Indemnification Escrow Amount has the meaning set forth in Section 2.2(b).

  • Enforceability Exceptions has the meaning set forth in Section 3.2.

  • Permitted Exceptions shall have the meaning set forth in Section 4.3.

  • Remedies Exception means the extent to which enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles.

  • Indemnity Cap has the meaning set forth in Section 9.2(b).

  • Extension limitation means (a) the lesser of 5% or the

  • Defined Contribution Dollar Limitation means, for any Limitation Year, $46,000, as adjusted for increases in the cost-of-living under Code section 415(d). If a short Limitation Year is created because of a Plan amendment changing the Limitation Year to a different 12-consecutive month period, the Defined Contribution Dollar Limitation for the short Limitation Year will not exceed the amount determined in the preceding sentence multiplied by a fraction, the numerator of which is the number of months in the short Limitation Year and the denominator of which is 12.

  • Country Limitation Schedule means the schedule published from time to time by Ex-Im Bank setting forth on a country by country basis whether and under what conditions Ex-Im Bank will provide coverage for the financing of export transactions to countries listed therein.

  • Effluent limitation means any restriction imposed by the Director on quantities, discharge rates, and concentrations of pollutants that are discharged from point sources into waters of the United States, the waters of the contiguous zone, or the ocean.

  • Indemnification Cap has the meaning set forth in Section 9.4(a).

  • Bankruptcy and Equity Exception means that this Agreement is, when executed and delivered by such member(s) of the Seller Group and assuming the due authorization, execution and delivery hereof by the members of the Purchaser Group that are (or are contemplated to be) party hereto, will be, legal, valid and binding obligations of such members of the Seller Group enforceable in accordance with their terms, subject to receivership, conservatorship and supervisory powers of bank regulatory agencies, bankruptcy, rehabilitation, liquidation, insolvency reorganization, moratorium, fraudulent transfer, preferential transfer and similar Laws of general applicability relating to or affecting creditors’ rights and remedies generally and to general equity principles.

  • Exception shall have the meaning assigned thereto in the Custodial Agreement.

  • Exclusions means that certain things are deliberately not covered in a particular policy type

  • Title Defect Notice shall have the meaning set forth in Section 11.2(a).