Limitations Sample Clauses
POPULAR SAMPLE Copied 2 times
Limitations. The rates in this Agreement are subject to any statutory or administrative limitations and apply to a given grant, contract or other agreement only to the extent that funds are available. Acceptance of the rates is subject to the following conditions: (1) Only costs incurred by the organization were included in its facilities and administrative cost pools as finally accepted: such costs are legal obligations of the organization and are allowable under the governing cost principles; (2) The same costs that have been treated as facilities and administrative costs are not claimed as direct costs; (3) Similar types of costs have been accorded consistent accounting treatment; and (4) The information provided by the organization which was used to establish the rates is not later found to be materially incomplete or inaccurate by the Federal Government. In such situations the rate(s) would be subject to renegotiation at the discretion of the Federal Government.
Limitations. (a) Transferor shall not be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation until the aggregate amount of all such Losses exceeds an amount equal to 2.0% of the Consideration, in which event Transferor shall be liable for all such Losses from the first dollar; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% of the Consideration.
(b) If any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor shall not be entitled to be indemnified by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VII.
Limitations. Use of the amounts contained in this Negotiation Agreement are subject to any statutory or administrative limitations and, when ultimately allocated to individual grants or contracts through the indirect cost proposals of each county department, are applicable only to the extent that funds are available. Acceptance of the amounts agreed to herein is predicated on the conditions: (1) that no costs other than those incurred by the county were included for distribution in its Countywide Cost Allocation Plan as finally accepted, and that such costs are legal obligations of the county and allowable under the governing cost principles; (2) that similar types of costs have been accorded consistent accounting treatment; and (3) that the information provided by the county and used as the basis for acceptance of the amounts agreed to herein is not subsequently found to be materially incomplete or inaccurate.
Limitations. Notwithstanding anything to the contrary in Section 12.1(a), the following limitations to the indemnity obligations of the Company and the Sellers shall apply:
(i) Until the Initial Closing shall have occurred, the Company shall only be responsible for any Losses which are attributable to a breach or inaccuracy described in Section 12.1(a)(i)(A) if all Losses attributable to such breaches or inaccuracies exceed $50,000, in which case the Company shall be responsible for all Losses in excess thereof; provided, however, that the foregoing limitations shall not apply to Losses attributable to breaches or inaccuracies arising out of fraud or willful misrepresentation, or breaches or inaccuracies of the representations and warranties set forth in Section 4.3 (Capitalization), Section 4.30 (No Broker) or Section 5.1 (Title to Interests) (it being understood that the Company and Sellers, on a several and not joint basis, shall be responsible for such Losses from the first dollar without the application of any threshold or deductible).
(ii) From and after the date and time of the Initial Closing, the Company shall only be responsible for any Losses which are attributable to a breach or inaccuracy described in Section 12.1(a)(i)(A) if all Losses attributable to such breaches or inaccuracies exceed $500,000, in which case the Company shall be responsible for all Losses in excess thereof; provided, however, that the foregoing limitations shall not apply to Losses attributable to breaches or inaccuracies arising out of fraud or willful misrepresentation, or breaches or inaccuracies of the representations and warranties set forth in Section 4.3 (Capitalization), or Section 4.30 (No Broker) (it being understood that the Company and Sellers, on a several and not joint basis, shall be responsible for such Losses from the first dollar without the application of any threshold or deductible).
(iii) The Principal Sellers shall only be responsible for any Losses which are attributable to a breach or inaccuracy described in Section 12.1(a)(ii)(A) if all Losses attributable to such breaches or inaccuracies exceed $500,000, in which case the Principal Sellers shall be severally, and not jointly, in proportion to his or its Indemnification Percentage, responsible for all Losses in excess thereof; provided, however, that the foregoing limitations shall not apply to Losses attributable to breaches or inaccuracies arising out of fraud or willful misrepresentation, or breaches or inac...
Limitations. 7.4.1 Owner’s total liability to Contractor under this Article 7 shall not exceed the Schedule Bonus Cap.
7.4.2 Notwithstanding anything contained herein to the contrary, if at any time Contractor’s Margin is reduced pursuant to Section 8.2 to:
(a) [***], then the aggregate amount of all Schedule Bonuses in respect of which Contractor has been paid or is entitled to be paid shall be reduced by an amount equal to [***] of such aggregate amount;
(b) [***], then the aggregate amount of all Schedule Bonuses in respect of which Contractor has been paid or is entitled to be paid shall be reduced by an amount equal to [***] of such aggregate amount; or
(c) [***], then the aggregate amount of all Schedule Bonuses in respect of which Contractor has been paid or is entitled to be paid shall be reduced by an amount equal to [***] of such aggregate amount; provided that, for the avoidance of doubt, the reductions described in this Section 7.4.2 shall not be cumulative. If Owner has paid any Schedule Bonus(es) to Contractor prior to such reduction, then Owner may, without prejudice to Section 41.7, deduct from any amounts owed to Contractor hereunder an amount equal to the amount of such reduction.
7.4.3 Notwithstanding anything contained herein to the contrary, if Owner determines in its reasonable discretion that Contractor has not or will not be entitled to payment for any Primary Milestone or Super Primary Milestone pursuant to and in accordance with Section 7.2 and Section 7.3, respectively, Owner shall have no obligation to pay to Contractor any Schedule Bonuses pursuant to this Agreement. If Owner has paid any Schedule Bonus(es) to Contractor prior to such determination, then Owner may, without prejudice to Section 41.7, deduct from any amounts owed to Contractor hereunder an amount equal to the aggregate amount of all such Schedule Bonuses previously paid.
7.4.4 For the avoidance of doubt, Contractor shall not be entitled to payment in respect of any Schedule Bonus unless and until the achievement of the relevant Schedule Milestone is confirmed by a Certificate of Schedule Milestone Achievement to be provided by Contractor together with the relevant Request for Payment.
Limitations. 7.4.1 Where the Chargor is under an obligation to use its reasonable endeavours to obtain an acknowledgment of a notice pursuant to paragraph 7.2.1 (Bank Accounts) in respect of an Account or paragraph 7.3.2 (Intra-Group Loan Agreements and Hedging Agreements) in respect of a Hedging Agreement and, within 20 Business Days of service of the relevant notice, the Chargor, having used its reasonable endeavours, has not been able to obtain an acknowledgement, its obligation to obtain an acknowledgement shall cease on the expiry of that 20 Business Day period.
7.4.2 Notwithstanding any other provision of this Debenture, where an asset is subject to a third party arrangement (permitted by the Secured Debt Documents) which prevents it from being subject to the Security created hereunder, the Chargor shall (in the case of any Intra-Group Loan Agreement) or shall use reasonable commercial endeavours (in the case of any other asset) (without incurring disproportionate costs (in the opinion of the Security Agent, acting reasonably)) to obtain any consents necessary to remove any restriction on the creation of Security to enable the assets of the Chargor to be the subject of the relevant Security pursuant to this Debenture, unless (other than in the case of any Intra-Group Loan Agreement) it would, in the reasonable opinion of the Chargor, be commercially prejudicial to do so. Other than in the case of any Intra-Group Loan Agreement, if the Chargor, having used its reasonable endeavours, has not been able to obtain such consent or remove such restriction, its obligation to do so shall cease after a 20 Business Day period.
7.4.3 To the extent the required consent or removal of a restriction referred to in paragraph 7.4.2 above cannot be secured, the Security created pursuant to this Debenture will constitute security over all damages, compensation, remuneration, profit, rent or income which it may derive from that asset or document or be awarded or entitled to in respect of that asset or document until the Chargor obtains the required consent or satisfies the relevant condition. If an Acceleration Event has occurred and is continuing, all monies received in respect of such damages, compensation, remuneration, profit or income shall be paid to the Security Agent or to its order (or, if not paid to the Security Agent or to its order, shall be held on trust for the Security Agent). Immediately upon obtaining any such consent or removing any such restriction, the asset conc...
Limitations. Without the consent of each Securityholder affected, an amendment or waiver may not:
(a) change the amount of Securities whose Holders must consent to an amendment, supplement or waiver;
(b) reduce the rate of or extend the time for payment of interest (including default interest) on any Security;
(c) reduce the principal or change the Stated Maturity of any Security or reduce the amount of, or postpone the date fixed for, the payment of any sinking fund or analogous obligation;
(d) reduce the principal amount of Discount Securities payable upon acceleration of the maturity thereof;
(e) waive a Default or Event of Default in the payment of the principal of or interest, if any, on any Security (except a rescission of acceleration of the Securities of any Series by the Holders of at least a majority in principal amount of the outstanding Securities of such Series and a waiver of the payment default that resulted from such acceleration);
(f) make the principal of or interest, if any, on any Security payable in any currency other than that stated in the Security;
(g) make any change in Sections 6.8, 6.13, 9.3 (this sentence), 10.15 or 10.16; or
(h) waive a redemption payment with respect to any Security or change any of the provisions with respect to the redemption of any Securities.
Limitations. Absent fraud or intentional misrepresentation, after the Closing, the aggregate amount of indemnifiable Losses for which the Target Indemnitors shall be liable pursuant to Section 9.1(a) shall not exceed $5,000,000 (the “Cap”); provided, however, that the Target Indemnitors shall not be liable pursuant to Section 9.1(a) (i) for Losses in respect of any single breach if the amount of such Losses does not exceed a $20,000 minimum value per claim (the “Threshold”), it being understood that the amount of two (2) or more claims reasonably related in subject matter or arising out of the same facts or circumstances shall be combined for purposes of determining whether the Threshold has been met (any Losses in respect of a breach which do not meet the Threshold being “Disregarded Losses”), and (ii) until the aggregate amount of all Losses (not including any Disregarded Losses) exceeds $500,000 (the “Basket”), in which event the Parent Indemnitees shall be entitled to recover such Losses (other than Disregarded Losses) to the extent in excess of the Basket, but not exceeding the Cap. The limitations in this Section 9.5 shall not apply to any breach by Target of the representations set forth in Section 3.4(a). Absent fraud or intentional misrepresentation, after the Closing, the Parent Indemnitees’ exclusive right to monetary damages shall be solely for indemnification pursuant to this Article IX and subject to the applicable limitations contained herein; provided, however, that this Section 9.5 in no way limits any party’s rights to applicable equitable remedies. For the avoidance of doubt, the limitations contained in this Section 9.5 shall not apply in respect of claims for indemnification made pursuant to Section 9.2. The computation of the amount of any Loss shall be done on an after-tax basis that takes into account the tax benefits, if any, that result from the Loss and the event giving rise to the Loss and the tax costs, if any, that result from any indemnification payment under this Agreement. All indemnification payments under this Agreement shall, except as otherwise required by Federal income tax law, be treated for Federal income tax purposes as an adjustment to the Merger Consideration provided to the RPS Securityholders. For purposes of determining whether there has been any misrepresentation or breach of a representation or warranty for purposes of Section 9.1, and for purposes of determining the amount of Losses resulting therefrom, all qualificatio...
Limitations. The agreement of Borrowers shall not be required for any modification of a Loan Document that deals solely with the rights and duties of Lenders, Agent and/or Issuing Bank as among themselves. Only the consent of the parties to any agreement relating to fees or a Bank Product shall be required for modification of such agreement, and no Bank Product provider (in such capacity) shall have any right to consent to modification of any Loan Document other than its Bank Product agreement. Any waiver or consent granted by Agent or Lenders hereunder shall be effective only if in writing and only for the matter specified.
Limitations. Nothing in this Agreement is intended to affect any other agreement by and among the NYISO, Connecting Transmission Owner and the Interconnection Customer, except as otherwise expressly provided herein.