Certain Exceptions to Limitations Sample Clauses

Certain Exceptions to Limitations. Notwithstanding anything to the contrary in this Agreement, the limitations and thresholds and other provisions set forth in this ARTICLE 9 shall not apply to Claims: (a) involving fraud, (b) involving or related to any Commercial Milestone Payments, Regulatory Milestone Payments, royalty payments or other payments payable by Buyer pursuant to this Agreement, (c) in the case of indemnification by Buyer, involving or related to (i) any of the [***] not attributable to any failure, whether by act or omission, by Seller to comply with its obligations under the [***] Merger Agreement or (ii) any Assumed Liabilities, or (d) in the case of indemnification by Seller, involving or related to (i) any of the rights and obligations under the [***] Merger Agreement not attributable to any failure, whether by act or omission, by Buyer to comply with the [***] or (ii) any Excluded Liabilities, and any Losses arising from or indemnification payments made on account of such Claims pursuant to this ARTICLE 9 shall not be taken into account in determining the applicability of such limitations and thresholds and other provisions to other Losses or Claims.
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Certain Exceptions to Limitations. Notwithstanding anything to the contrary in this Agreement, the limitations and thresholds and other provisions set forth in this Article 9 shall not apply to Claims (a) involving fraud or (b) involving or related to any Sales Milestone Payments, Development Milestone Payments, earn-out payments or other payments payable by Buyer pursuant to this Agreement, and any Losses arising from or indemnification payments made on account of such Claims pursuant to this Article 9 shall not be taken into account in determining the applicability of such limitations and thresholds and other provisions to other Losses or Claims.
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Related to Certain Exceptions to Limitations

  • Exceptions to Limitations Conversions to Alternate Base Rate Loans shall be permitted in the case of clauses (i) and (ii) of Section 2.1(b) above, in each case, unless the Administrative Agent has otherwise accelerated the Obligations or exercised other rights that terminate the Commitments under Section 10.2.

  • Certain Exceptions The provisions of Section 8.3.1 shall not apply to, and Owner shall have no liability hereunder for, Taxes:

  • Certain Limitations The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations:

  • Limitations on Benefits It is the explicit intention of Purchaser and Seller that no person or entity other than Purchaser and Seller and their permitted successors and assigns is or shall be entitled to bring any action to enforce any provision of this Agreement against any of the parties hereto, and the covenants, undertakings and agreements set forth in this Agreement shall be solely for the benefit of, and shall be enforceable only by, Purchaser and Seller or their respective successors and assigns as permitted hereunder. Nothing contained in this Agreement shall under any circumstances whatsoever be deemed or construed, or be interpreted, as making any third party (including, without limitation, Broker or any Tenant) a beneficiary of any term or provision of this Agreement or any instrument or document delivered pursuant hereto, and Purchaser and Seller expressly reject any such intent, construction or interpretation of this Agreement.

  • Limitations and Conditions on Benefits The benefits and payments provided under this Agreement shall be subject to the following terms and limitations:

  • Limitations on Forms of Consideration The Company reserves, at any and all times, the right, in the Company’s sole and absolute discretion, to establish, decline to approve or terminate any program or procedure providing for payment of the Exercise Price through any of the means described below, including with respect to the Participant notwithstanding that such program or procedures may be available to others.

  • Certain Limitations on Indemnification (a) Notwithstanding anything to the contrary contained herein:

  • Certain Exclusions For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax, (i) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have waived at such time and in such manner as not to constitute a “payment” within the meaning of Section 280G(b) of the Code shall be taken into account; (ii) no portion of the Total Payments shall be taken into account which, in the written opinion of an independent, nationally recognized accounting firm (the “Independent Advisors”) selected by the Company, does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, no portion of such Total Payments shall be taken into account which, in the opinion of Independent Advisors, constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensation; and (iii) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined by the Independent Advisors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code.

  • Limitations on Mergers and Consolidations The Company shall not, in any transaction or series of transactions, consolidate with or merge into any Person, or sell, lease, convey, transfer or otherwise dispose of all or substantially all of its assets to any Person, unless:

  • No Limitations on Actions Stockholder signs this Agreement solely in his, her or its capacity as the record and/or beneficial owner, as applicable, of the Owned Shares; this Agreement shall not limit or otherwise affect the actions of Stockholder in any other capacity, including such person’s capacity, if any, as an officer of the Company or a member of the Board of Directors of the Company; and nothing herein shall limit or affect the Company’s rights in connection with the Amended and Restated Securities Purchase Agreement.

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