Jurisdictional Limitations. Notwithstanding anything in this Agreement to the contrary, the Company shall not be obligated to take any action to effect registration, qualification or compliance with respect to its Registrable Securities:
Jurisdictional Limitations. Notwithstanding anything in this Agreement to the contrary, the Company shall not be obligated to take any action to effect registration, qualification or compliance with respect to Registrable Securities: (a) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process, unless the Company is already subject to service in such jurisdiction and except as required by the Securities Act; (b) that would require it to qualify generally to do business in any jurisdiction in which it is not already so qualified or obligated to qualify; or (c) that would subject it to taxation in a jurisdiction in which it is not already subject generally to taxation.
Jurisdictional Limitations. You understand and accept that some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. Some jurisdictions may also limit disclaimers or limitations of liability for personal injury from consumer products, so this limitation may not apply to personal injury claims.
Jurisdictional Limitations. The Company may determine whether the IPO will be undertaken solely in the United States, solely in Canada, or in both the United States and Canada. If the IPO is undertaken solely in Canada, the Company may determine the provinces and territories in which the Company becomes a reporting issuer. Except pursuant to Sections 2.14 or 2.15, if the IPO is made solely in the United States, the Company is not required to file a registration statement in Canada in respect of any demand registration pursuant to Sections 2.1(a) or 2.1(b), and if the IPO is made solely in Canada, the Company is not required to file a registration statement in the United States, or in any province or territory in which the IPO was not undertaken, in respect of any demand registration pursuant to Sections 2.1(a) or 2.1(b).
Jurisdictional Limitations. Some Countries and other jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE JURISDICTIONS, AVORD LTD’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. Dispute Resolution; Jury Waiver. THESE T&Cs ARE MADE UNDER, AND WILL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF UNITED KINGDOM APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED SOLELY THEREIN, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW. In any action between or among any of the parties, whether arising out of these T&Cs or otherwise, each of the parties irrevocably and unconditionally (a) consents and submits to the exclusive jurisdiction and venue of the courts located in in the United Kingdom; and (b) WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY TRANSACTIONS CONTEMPLATED HEREBY.
Jurisdictional Limitations. You further acknowledge that the information, products, and services provided in connection with the Services are not provided to, and may not be used by, any person or entity in any jurisdiction where the provision or use thereof would be contrary to applicable laws, rules or regulations of any governmental authority or where the Company is not authorized to provide such information or services. Certain products and services described on the Services may not be available in all jurisdictions or to all clients.
Jurisdictional Limitations. SINCE SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. NOTE THAT THE LIMITATIONS IN SECTIONS 12 AND 13 HEREOF DO APPLY IN NEW JERSEY. HOWEVER, IN NO EVENT SHALL XXXXXX ENTERPRISES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION EXCEED ONE HUNDRED DOLLARS ($100).
Jurisdictional Limitations. The Company may determine whether the IPO will be undertaken solely in the United States, solely in Canada, or in both the United States and Canada. If the IPO is undertaken solely in Canada, the Company may determine the provinces and territories in which the Company becomes a reporting issuer. Except pursuant to Sections 1.13 or 1.14 of this Schedule D, if the IPO is made solely in the United States, the Company is not required to file a registration statement in Canada in respect of any demand registration pursuant to Sections 1.2(a) or 1.2(b) of this Schedule D, and if the IPO is made solely in Canada, the Company is not required to file a registration statement in the United States, or in any province or territory in which the IPO was not undertaken, in respect of any demand registration pursuant to Sections 1.2(a) or 1.2(b) of this Schedule D. Survival The rights set out in this Schedule will survive termination of this Agreement on the IPO and continue as provided in this Schedule D. 1 The CFIUS and the Defense Production Act provisions in the NVCA documents have been omitted from this document. 2Under the Canada Business Corporations Act ("CBCA") and Business Corporations Act (Ontario) ("OBCA"), a unanimous shareholders agreement must be disclosed to any shareholder and to creditors upon request. (OBCA s 145, CBCA s 21(1)) 3Consideration should be given to making this Agreement a "unanimous shareholder agreement" under the CBCA, OBCA or the business corporation statute of the relevant jurisdiction. In order for this Agreement to be a unanimous shareholder agreement, all shareholders must be parties to this Agreement, and it must include a provision restricting the rights of the directors to some, even minor, extent. (CBCA s 146(1), OBCA s 108(2).) 4From Voting Agreement (s. 1.2), a similar definition is used in the Right of First Refusal and Co-Sale Agreement and the Investors' Rights Agreement. 5It may be easier for consistency purposes to refer to the definition of Deemed Liquidation Event in the Articles.
Jurisdictional Limitations. The Company acknowledges and agrees that the Company shall not offer to sell any Securities nor solicit an offer to buy any Securities, nor shall there be any sale of these Securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The Company acknowledges and agrees that no public offering will be made and no one has taken any action that would, or is intended to, permit a public offering in any country or jurisdiction, other than the United States, where any such action for such purpose is required, including in Belgium.
Jurisdictional Limitations. The Collateral Trustee shall be under no obligation or duty to take any action under this Agreement or any of the Parity Lien Documents or Junior Lien Documents or otherwise if taking such action (i) would subject the Collateral Trustee to a tax in any jurisdiction where it is not then subject to a tax or (ii) would require the Collateral Trustee to qualify to do business in any jurisdiction where it is not then qualified.
