2Limitations Clause Samples
The 'Limitations' clause sets boundaries on the extent of liability or obligations that a party assumes under an agreement. Typically, it specifies maximum amounts for damages, excludes certain types of losses (such as indirect or consequential damages), or restricts the scope of responsibility for specific events. By clearly defining these limits, the clause helps manage risk exposure and provides predictability for both parties, ensuring that neither side faces unexpected or disproportionate liabilities.
2Limitations. Notwithstanding the foregoing and any other provision contained in this Agreement to the contrary, no act shall be taken, sum expended, decision made, obligation incurred or power exercised by the Manager on behalf of the Company except with the vote of a Majority in Interest of the Class A Members with respect to (a) the sale, exchange, lease or other transfer of all or substantially all of the assets and property of the Company other than in the ordinary course of business; (b) any merger or dissolution of the Company; (c) any transaction involving an actual or potential conflict of interest between the Manager and the Company or (d) any amendment or restatement of the Articles.
2Limitations. Notwithstanding anything in any Loan Document to the contrary, Agent may make or adopt Alternative Currency Conforming Changes and Benchmark Replacement Conforming Changes from time to time and any amendment or notice implementing such changes will become effective without further action or consent of any other party; provided, that Agent shall post or otherwise provide same to Borrowers and Lenders reasonably promptly after it becomes effective. No agreement of any Obligor shall be required for any Modification of a Loan Document that deals solely with the rights and duties of Lenders, Issuing Bank and/or Agent 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. Any waiver or consent granted by Agent, Issuing Bank or Lenders hereunder shall be effective only if in writing and only for the matter specified.
2Limitations. 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.
2Limitations. The right to participate set forth in Section 9.1 shall not be applicable to:
(a) securities offered, issued or sold pursuant to an “at-the-market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act (an “ATM”);
(b) securities issued or issuable in exchange and as consideration pursuant to a bona fide acquisition of another corporation or entity by the Company by consolidation, merger, purchase of all or substantially all of the assets, or other bona fide reorganization;
(c) securities issued or issuable in exchange and as consideration for the rights obtained in research, collaboration, technology, license, development, marketing, strategic alliance, joint venture or other similar agreements or strategic partnerships;
(d) securities issuable upon conversion of or with respect to any then previously-issued or outstanding securities;
(e) securities issued to banks, equipment lessors or other financial institutions, or to real property lessors, pursuant to a debt financing, equipment leasing or a real property leasing transaction;
(f) securities issued or issuable for compensatory purposes to employees, officers, directors, contractors, vendors, advisors or consultants of the Company or any of its subsidiaries (whether or not issued pursuant to a Company equity incentive plan);
(g) securities issued as a dividend, stock split or distribution on the Common Stock; and
(h) any right, option or warrant to acquire any securities set forth in Section 9.2(a)-(g) above.
2Limitations. The representations and warranties of Buyer to Seller contained in this Agreement (the “Buyer Representations”) shall survive the Closing for a period of twelve (12) months. No claim for a breach of any Buyer Representation, or the failure or default of a covenant or agreement of Buyer that survives Closing, shall be actionable or payable unless (a) the breach in question results from, or is based on, a condition, state of facts or other matter which was not fully disclosed to, or which Seller did not have actual knowledge of prior to Closing, and (b) written notice containing a description of the specific nature of such breach shall have been delivered by Seller to Buyer prior to the expiration of said twelve (12) month survival period. Notwithstanding anything to the contrary contained herein, if Seller is notified in writing by Buyer, or otherwise becomes actually aware, that any Buyer Representation made by Buyer is not true or correct on or before the Closing and Seller nevertheless sells the Property, Seller shall not be entitled to commence any action after Closing to recover damages from Buyer due to such Buyer Representation(s) failing to be true or correct (and Seller shall not be entitled to rely on such Buyer Representation). The provisions of this Section 14.2 shall survive the Closing.
2Limitations. All such rights, powers, and authority are retained by the USF Board of Trustees, subject only to those limitations imposed by this Agreement. Only violations of such limitations shall be subject to the Grievance Procedure.
2Limitations. The Manager and its Affiliates, directors, officers, stockholders, equity holders, employees, representatives and agents, and any Affiliates thereof, shall not be liable to the REIT, any subsidiaries of the REIT, the Board of Directors or the REIT’s or its subsidiaries’ stockholders for any acts performed or omissions to act by the REIT or any subsidiary of the REIT in connection with the money or other property released to the REIT or any subsidiary of the REIT in accordance with this Section 14, except in the event that the Manager was grossly negligent, acted with reckless disregard or engaged in willful misconduct or fraud while discharging its duties under this Agreement.
2Limitations. Notwithstanding any provisions in the Contract Documents which may indicate otherwise, Owner's acceptance of partial Substantial Completions and the possession, use and occupancy of any portion of the Work prior to Substantial Completion of the Work in its entirety shall not in any manner constitute a waiver by Owner any of the provisions or requirements of the Contract Documents, including but not limited to Contractor's warranty obligations set forth in ARTICLE 5 and Contractor's obligations to achieve the Contract Time set forth in ARTICLE 6.
2Limitations. (a) Each Party and each of its Affiliates may be audited only once per Calendar Year, (b) no books and records for any given Calendar Year may be audited more than once, but a Party’s and its Affiliates’ books and records shall still be made available if such records impact another Calendar Year being audited, and (c) the auditing Party shall only be entitled to audit books and records of the other Party from the three (3) Calendar Years prior to the Calendar Year in which the audit request is made.