Limit on Obligations Clause Samples
A Limit on Obligations clause defines the maximum extent to which a party is required to perform or be liable under a contract. Typically, this clause sets specific boundaries on financial liability, performance duties, or the scope of services provided, ensuring that a party is not held responsible for obligations beyond those expressly agreed upon. By establishing these limits, the clause protects parties from unforeseen or excessive demands, thereby managing risk and providing certainty regarding their contractual responsibilities.
Limit on Obligations. The obligations of the Recipient specified in clause 3 above shall not apply and the Recipient shall have no further obligations, with respect to any Proprietary Information to the extent that such Proprietary Information:
a) Is generally known to the public at the time of disclosure or becomes generally known without any wrongful act on the part of the Recipient;
b) Is in the Recipient's possession at the time of disclosure otherwise than as a result of the Recipient's breach of a legal obligation;
c) Becomes known to the Recipient through disclosure by any other source, other than the Disclosing Party, having the legal right to disclose such Proprietary Information;
d) Is independently developed by the Recipient without reference to or reliance upon the Proprietary Information; or
e) Is required to be disclosed by the Recipient to comply with applicable laws or governmental regulation, provided that the recipient provides prior written notice of such disclosure to the Disclosing Party and takes reasonable and lawful actions to avoid and/or minimize the extent of such disclosure.
Limit on Obligations. In no event shall either party have any indemnification obligation under this Section 12 unless the party from whom indemnification is sought receives a notice of a claim for indemnification within the survival period described in Section 12.1.
Limit on Obligations. The Guaranteed Party hereby agrees that the maximum aggregate amount payable by the Guarantor in respect of all Obligations shall not exceed, and in no event shall the Guarantor be required to pay to any Person or Persons under this Limited Guarantee, an amount exceeding, (a) $50,000,000 less (b) the aggregate amount of any amounts paid to the Guaranteed Party by RH or any other Person in respect of the Obligations (such net amount, the “CAP”), it being understood that this Limited Guarantee may not be enforced against the Guarantor without giving effect to the CAP, and that the Guarantor shall not have any obligation or liability to any Person relating to, arising out of or in connection with this Limited Guarantee, other than as expressly set forth herein. The Guarantor shall not be required to make any payment under this Limited Guarantee (a) in circumstances where the Merger Agreement provides that RH is not required to make such payment, or (b) subject to Section 3 hereof, the Guaranteed Party shall have first demanded that RH pay any Obligation that is due and payable by RH, and RH shall have failed to pay it promptly after demand therefor, prior to proceeding against the Guarantor under this Limited Guarantee. The Guaranteed Party further acknowledges that in the event that RH has any unsatisfied Obligations, payment of such Obligations by the Guarantor (or by any other Person, including RH, on behalf of the Guarantor) shall constitute satisfaction in full of the Guarantor’s obligations with respect thereto (subject to Section 3 hereof). All payments hereunder shall be made in lawful money of the United States, in immediately available funds.
Limit on Obligations. (a) The Company hereby agrees that in no event shall the Guarantor, Parent, Merger Subsidiary or their respective Affiliates be required to pay, in the aggregate, to any Person or Persons, including the Company, under this Limited Guarantee or the Merger Agreement or in respect thereof, an amount in excess of the Parent Termination Fee if payment is required pursuant to Section 1 other than as expressly set forth herein or therein. For the avoidance of doubt, the parties hereto acknowledge and agree that in no event shall Parent or Merger Subsidiary be required to pay the Parent Termination Fee on more than one occasion or to more than one Person.
(b) The Company acknowledges that in the event that it has any unsatisfied Guaranteed Obligation, payment in full in cash of such Guaranteed Obligation by the Guarantor (or by any other Person, including Parent or Merger Subsidiary, on behalf of the Guarantor) shall constitute satisfaction of the Guarantor’s obligations with respect thereto (subject to Section 3 hereof), and Parent and Merger Subsidiary shall be relieved of all liability under the Merger Agreement except in the event of fraud or willful misconduct.
Limit on Obligations. (a) The Company hereby agrees that in no event shall (i) the Guarantors, Parent and/or Merger Sub be required to pay, in the aggregate, to one or more Persons, including the Company or any of its Subsidiaries, or any of their respective Affiliates, under the Limited Guarantees, the Agreement or in respect hereof or thereof, an amount in excess of $45,734,265.00 (the “Aggregate Cap”) and (ii) CPV be required to pay, in the aggregate, to one or more Persons, including the Company or any of its Subsidiaries, or any of their respective Affiliates, under this Limited Guarantee, an amount in excess of the Cap (it being understood that in no event shall CPV have any liability to the Company hereunder, other than with respect to the Guaranteed Obligation, and this Limited Guarantee may not be enforced against CPV without giving effect to the Cap and the other terms, conditions and limitations set forth herein). If CPV fails to discharge the Guaranteed Obligation when due, then CPV’s liabilities to the Company hereunder in respect of the Guaranteed Obligation shall, at the Company’s option, become immediately due and payable, and the Company may at any time and from time to time, at the Company’s option and in its sole discretion, and so long as CPV has failed to perform any of the Guaranteed Obligation, take any and all actions available hereunder to collect CPV’s liabilities hereunder in respect of the Guaranteed Obligation.
(b) The Company further agrees that in no event shall CPV have (i) any obligation or liability to any Person, including the Company or any of its Subsidiaries, or any securityholders of the Company or any of its Subsidiaries, any of their respective Affiliates, or any of their respective former, current or future securityholders, controlling persons, members, managers, employees, agents, representatives, officers or directors relating to, arising out of or in connection with this Limited Guarantee or the Agreement other than as expressly set forth herein or in the Agreement, CPV’s Equity Commitment Letter and the Confidentiality Agreement (subject to the terms, conditions and limitations set forth herein and therein) and (ii) any liability whatsoever in respect of amounts that may be payable pursuant to the Other Limited Guarantees.
(c) The Company further acknowledges that (i) payment to the Company in full of the Aggregate Guaranteed Obligations (subject to the Aggregate Cap) by any Person (including Parent), if and when required under the ...
Limit on Obligations. (a) The Company hereby agrees that in no event shall the Guarantor, Parent, Acquisition or their respective affiliates be required to pay, in the aggregate, to any Person or Persons, including the Company or any stockholder of the Company (either on behalf of the Company or its own right), under this Limited Guaranty or the Merger Agreement or in respect thereof, an amount in excess of the (i) the Financing Failure Termination Fee if payment is required pursuant to clause (a) of Section 1 above, (ii) the Financing Breach Termination Fee if payment is required pursuant to clause (b) of Section 1 above or (iii) an amount up to the amount of the Financing Breach Termination Fee if payment of the Breach Amount is required pursuant to clause (c) of Section 1 above ((i)-(iii), as applicable, the “Cap”). For the avoidance of doubt, in no event shall the Guarantor be required to pay more than one of the Financing Failure Termination Fee, the Financing Breach Termination Fee and the Breach Amount.
(b) The Company further agrees that the Guarantor shall not have any obligation or liability to any Person, including any stockholder of the Company (either on behalf of the Company or its own right), relating to, arising out of or in connection with this Limited Guaranty or the Merger Agreement other than as expressly set forth herein (subject to the limitations set forth herein).
(c) The Company further acknowledges that in the event of any unsatisfied Guaranteed Obligations, payment in full of such Guaranteed Obligations by the Guarantor (or by any other Person, including Parent and Acquisition, on behalf of the Guarantor) shall constitute satisfaction in full of the Guarantor’s obligations with respect thereto (subject to Section 3 hereof) and Parent and Acquisition shall be relieved of all liability under the Merger Agreement.
Limit on Obligations. Notwithstanding any other provision of this Agreement, the Seller covenants not to enter into any agreement or understanding that places obligations or limitations on the Seller as a condition for obtaining any consent, approval, or authorization necessary to consummate the transactions contemplated by this Agreement, except with the prior written consent of the Buyers, and the Buyers shall not be required to consent to any divestiture or other structural or conduct relief applicable to the Purchased Assets, the business or the business of the Buyers and its Affiliates, or the payment of any fee or waiver of any other right in order to obtain any consent, approval, or authorization necessary to consummate the transactions contemplated by this Agreement.
Limit on Obligations. Notwithstanding any other provision of this Agreement, including Section 8.02, Section 8.05, and Section 9.02, the Company covenants not to enter into any Contract or understanding that places obligations or limitations on the Company following the Closing as a condition for obtaining any consent, approval, or authorization necessary to consummate the transactions contemplated by this Agreement, except with the prior written consent of the Buyer, and the Buyer shall not be required to consent to any divestiture or other structural or conduct relief applicable to the Company’s assets, the Business or the business of the Buyer and its Affiliates, or the payment of any fee or waiver of any other right in order to obtain any consent, approval, or authorization necessary to consummate the transactions contemplated by this Agreement.
Limit on Obligations. The parties hereto acknowledge that this Agreement does not obligate either party hereto to enter into any further agreement or to proceed with or participate in the Program or refrain from entering into any agreement or negotiations with any other individual or entity.