Exclusion from Limitations Clause Samples
The Exclusion from Limitations clause defines specific types of claims or liabilities that are not subject to the general limitations of liability set forth elsewhere in a contract. Typically, this clause carves out exceptions for matters such as willful misconduct, gross negligence, breaches of confidentiality, or infringement of intellectual property rights, meaning that the standard caps on damages or liability do not apply to these situations. Its core function is to ensure that certain serious breaches or wrongful acts remain fully actionable, thereby protecting parties from unlimited risk in only the most critical circumstances while maintaining reasonable limits elsewhere.
Exclusion from Limitations. Notwithstanding Sections 3.03 and 3.04 hereof, the Guarantor may, and may permit any Restricted Subsidiary to, create, assume, incur or suffer to exist any Lien (other than a Permitted Lien) upon any Restricted Property or the shares of stock or Indebtedness of any Restricted Subsidiary to secure Indebtedness incurred or guaranteed by the Guarantor or any Restricted Subsidiary (other than the Notes) or effect any Sale-Leaseback Transaction of a Restricted Property that is not excepted by Section 3.04(a), (b), (c), (d) or (e) hereof, without equally and ratably securing the Notes or the Guarantee; provided that, after giving effect thereto, the aggregate principal amount of outstanding Indebtedness (other than the Notes) secured by Liens (other than Permitted Liens) upon Restricted Property and the shares of stock or Indebtedness of any Restricted Subsidiary plus the Attributable Indebtedness from Sale-Leaseback Transactions of Restricted Property not so excepted, do not exceed 20% of the Consolidated Net Tangible Assets.
Exclusion from Limitations. Notwithstanding Sections 3.03 and 3.04 hereof, the Guarantor may, and may permit any Restricted Subsidiary to, create, assume, incur or suffer to exist any Lien (other than a Permitted Lien) upon any Restricted Property to secure Indebtedness incurred or guaranteed by the Guarantor or any Restricted Subsidiary (other than the Notes) or effect any Sale-Leaseback Transaction of a Restricted Property that is not excepted by Section 3.04(a), (b), (c), (d) or (e) hereof, without equally and ratably securing the Notes or the Guarantee provided that, after giving effect thereto, the aggregate principal amount of outstanding Indebtedness (other than the Notes) secured by Liens (other than Permitted Liens) upon Restricted Property plus the Attributable Indebtedness from Sale-Leaseback Transactions of Restricted Property not so excepted, do not exceed 15% of the Consolidated Net Tangible Assets.
Exclusion from Limitations. The limitations of liability under clause 5.3.a. and 5.3.b. do not apply to limit Micromine’s liability for loss or damage that arises in relation to:
i. personal injury or death of any person, ii. breach of confidentiality,
Exclusion from Limitations. Notwithstanding Sections 3.2 and 3.3 above, the Company may, and may permit any Subsidiary to, create, assume, incur or suffer to exist any Lien other than a Permitted Lien upon any Principal Property to secure Debt incurred or guaranteed by the Company or any Subsidiary (other than the Securities) or effect any Sale-Leaseback Transaction of a Principal Property that is not excepted by Sections 3.3(a), (b) and (c) above, inclusive, of the first paragraph of Section 3.3, without equally and ratably securing the Securities provided that, after giving effect thereto, the aggregate principal amount of outstanding Debt (other than the Securities) secured by Liens other than Permitted Liens upon Principal Property plus the Attributable Indebtedness from Sale-Leaseback Transactions of Principal Property not so excepted, do not exceed 10% of Consolidated Net Tangible Assets.
Exclusion from Limitations. The limitations contemplated by Section 13.5(a) and 13.5(b) will not be applicable with respect to (i) breaches of the Fundamental Representations or Section 8, for which the aggregate Liability for money Damages of Buyer, on the one hand, and the Seller Parties, on the other hand, under this Agreement shall not exceed an amount equal to the Purchase Price, and (ii) instances of fraud as to any fact represented in the representations and warranties made in this Agreement, as modified by the Seller Disclosure Schedules.
Exclusion from Limitations. Section 3.06.
Exclusion from Limitations. 27 Section 3.5 . Future Subsidiary Guarantors; Release of Guarantees.......................................28 Section 3.6 . Maintenance of Office or Agency...........................................................28 Section 3.7 . Corporate Existence.......................................................................28 Section 3.8 . Maintenance of Properties.................................................................29 Section 3.9 . Payment of Taxes and Other Claims.........................................................29 Section 3.10 .