Limitation of Liability Sample Clauses

Limitation of Liability. Notwithstanding anything to the contrary in the Plan, neither the Company, nor any Affiliate, nor the Administrator, nor any person acting on behalf of the Company, any Affiliate, or the Administrator, will be liable to any Participant or to the estate or beneficiary of any Participant or to any other holder of an Award by reason of any acceleration of income, or any additional tax (including any interest and penalties), asserted by reason of the failure of an Award to satisfy the requirements of Section 422 or Section 409A or by reason of Section 4999 of the Code, or otherwise asserted with respect to the Award.
Limitation of Liability. Notwithstanding anything to the contrary in the Plan, neither the Company, nor any Affiliate, nor the Administrator, nor any person acting on behalf of the Company, any Affiliate, or the Administrator, will be liable to any Participant or to the estate or beneficiary of any Participant or to any other holder of an Award by reason of any acceleration of income, or any additional tax (including any interest and penalties), asserted by reason of the failure of an Award to satisfy the requirements of Section 422 or Section 409A or by reason of Section 4999 of the Code, or otherwise asserted with respect to the Award; provided, that nothing in this Section 11(b) will limit the ability of the Administrator or the Company, in its discretion, to provide by separate express written agreement with a Participant for any payment in connection with any such acceleration of income or additional tax.
Limitation of Liability. Notwithstanding anything to the contrary in the Plan, neither the Company, nor any Affiliate, nor the Administrator, nor any person acting on behalf of the Company, any Affiliate, or the Administrator, will shall be liable to any Participant or to the estate or beneficiary of any Participant or to any other holder of an Award by reason of any acceleration of income, or any additional tax (including any interest and penalties), asserted by reason of the failure of an Award to satisfy the requirements of Section 422 or Section 409A or by reason of Section 4999 of the Code, or otherwise asserted with respect to the Award; provided, that nothing in this Section 11(b) shall limit the ability of the Administrator or the Company, in its discretion, to provide by separate express written agreement with a Participant for a gross-up payment or other payment in connection with any such acceleration of income or additional tax.
Limitation of Liability. Notwithstanding anything to the contrary in the Plan, neither the Company, nor any Affiliate, Company nor the Administrator, nor any person acting on behalf of the Company, any Affiliate, Company or the Administrator, will shall be liable to any Participant or to the estate or beneficiary of any Participant or to any other holder of an Award by reason of any acceleration of income, or any additional tax (including any interest and penalties)tax, asserted by reason of the failure of an Award to satisfy the requirements of Section 422 or Section 409A or by reason of Section 4999 of the Code; provided, that nothing in this Section 11(b) shall limit the ability of the Administrator or otherwise asserted the Company to provide by express agreement with respect to the Awarda Participant for a gross-up payment or other payment in connection with any such tax or additional tax.
Limitation of Liability. Notwithstanding anything to the contrary in the Plan, neither the Company, nor any Affiliateof its subsidiaries, nor the Administrator, nor any person acting on behalf of the Company, any Affiliateof its subsidiaries, or the Administrator, will be liable to any Participant or Participant, to any permitted transferee, to the estate or beneficiary of any Participant or any permitted transferee, or to any other holder of an Award by reason of any acceleration of income, or any additional tax (including any interest and penalties), asserted by reason of the failure of an Award to satisfy the requirements of Section 422 or Section 409A or by reason of Section 4999 of the Code, or otherwise asserted with respect to the Award.
Limitation of Liability. Notwithstanding anything to the contrary in the Plan, neither the Company, nor any Affiliate, nor the Administrator, nor any person acting on behalf of the Company, any Affiliate, or the Administrator, will be liable to any Participant or to the estate or beneficiary of any Participant or to any other holder of an Award by reason of any acceleration of income, or any additional tax (including any interest and penalties), asserted by reason of the failure of an Award to satisfy the requirements of Section 422 or Section 409A or by reason of Section 4999 of the Code, or otherwise asserted with respect to the Award; provided, that nothing in this Section 11(b) will limit the ability of the Administrator or the Company, in its discretion, to provide by separate express written agreement with a Participant for a gross-up payment or other payment in connection with any such acceleration of income or additional tax.
Limitation of Liability. Notwithstanding anything Nothing in this Agreement shall be construed to (a) limit in any way the contrary in the Plan, neither the Company, nor any Affiliate, nor the Administrator, nor any person acting on behalf right of the Company, Company or any AffiliateAffiliate to terminate the status of Participant as an employee of the Company at any time, or the Administrator, will (b) be liable to any Participant or to the estate or beneficiary evidence of any Participant agreement or to any other holder of an Award by reason of any acceleration of incomeunderstanding, express or implied, that the Company or any additional tax (including Affiliate will employ Participant in any interest and penalties)particular position, asserted by reason at any particular rate of the failure compensation or for any particular period of an Award to satisfy the requirements of Section 422 or Section 409A or by reason of Section 4999 of the Code, or otherwise asserted with respect to the Awardtime.
Limitation of Liability. Notwithstanding anything The Authority shall have no obligation, responsibility or liability in the performance of this Agreement or otherwise to the contrary Company or any other person and no claim shall be made against the properties of the Authority generally, or against its properties in respect of any other of its projects. This Agreement does not pledge the Plan, neither general credit of the Company, nor any AffiliateAuthority, nor the Administrator, nor any person acting on behalf general credit or taxing powers of the CompanyState or any political subdivision thereof. No recourse shall be had for any claim based on this Agreement against any member, any Affiliateofficer or employee, past, present or future, of the Administrator, will be liable to any Participant Authority or to the estate or beneficiary of any Participant successor body as such, either directly or to through the Authority or any other holder successor body, under any constitutional provision, statute or rule of an Award law or by reason the enforcement of any acceleration of income, assessment or any additional tax (including any interest and penalties), asserted by reason of the failure of an Award to satisfy the requirements of Section 422 penalty or Section 409A or by reason of Section 4999 of the Code, or otherwise asserted with respect to the Awardotherwise.
Limitation of Liability. Notwithstanding anything to The Board, the contrary in members of the PlanCommittee, neither and any officer, employee, or agent of the Company, nor Company or any Affiliate, nor the Administrator, nor Employer shall not incur any person acting liability individually or on behalf of any other individuals or on behalf of the Company, Company or any AffiliateEmployer for any act, or the Administratorfailure to act, will be liable to any Participant or made in good faith in relation to the estate Plan. No bond or beneficiary other security shall be required of any Participant or to any other holder of an Award by reason such individual solely on account of any acceleration of income, or any additional tax (including any interest and penalties), asserted by reason of such individuals power to direct the failure of an Award Employer to satisfy make the requirements of Section 422 or Section 409A or by reason of Section 4999 of the Code, or otherwise asserted with respect to the Awardpayments required hereunder.
Limitation of Liability. Notwithstanding anything to the contrary in the Plan, neither the Company, nor any Affiliate, nor the Administrator, nor any person acting on behalf of the Company, any Affiliate, or the Administrator, will shall be liable to any Participant or to the estate or beneficiary of any Participant or to any other holder of an Award by reason of any acceleration of income, or any additional tax (including any interest and penalties)tax, asserted by reason of the failure of an Award to satisfy the requirements of Section 422 or Section 409A or by reason of Section 4999 of the Code; provided, that nothing in this Section 12(b) shall limit the ability of the Administrator or otherwise asserted the Company to provide by separate express written agreement with respect to the Awarda Participant for a gross-up payment or other payment in connection with any such tax or additional tax.
Limitation of Liability. Notwithstanding anything to the contrary in the Plan, neither the Company, nor any AffiliateAffiliate of the Company, nor the Administrator, nor any person acting on behalf of the Company, any AffiliateAffiliate of the Company, or the Administrator, will be liable to any Participant or to the estate or beneficiary of any Participant or to any other holder of an Award by reason of any acceleration of income, or any additional tax (including any interest and penalties), asserted by reason of the failure of an Award to satisfy the requirements of Section 422 or Section 409A or by reason of Section 4999 of the Code, or otherwise asserted with respect to the Award; provided that nothing in this Section 11(b) will limit the ability of the Administrator or the Company, in its discretion, to provide by separate express written agreement with a Participant for a gross-up payment or other payment in connection with any such acceleration of income or additional tax.
Limitation of Liability. Notwithstanding anything to the contrary in the Plan, neither the Company, nor any Affiliate, nor the Administrator, nor any person acting on behalf of the Company, any Affiliate, or the Administrator, will be liable to any Participant or to the estate or beneficiary of any Participant or to any other holder of an Award by reason of any acceleration of income, or any additional tax (including any interest and penalties), asserted by reason of the failure of an Award to satisfy the requirements of Section 422 or Section 409A or by reason of Section 4999 of the Code, or otherwise asserted with respect to the Award; provided, that nothing in this Section 11(c) will limit the ability of the Administrator or the Company, in its discretion, to provide by separate express written agreement with a Participant for any payment in connection with any such acceleration of income or additional tax.
Limitation of Liability. Notwithstanding anything to Neither the contrary in the Plan, neither the Company, nor any Affiliate, Managing Owner nor the AdministratorAuthorized Participant shall be liable to each other or to any other person, nor including any person acting party claiming by, through or on behalf of the CompanyAuthorized Participant, for any Affiliatelosses, liabilities, damages, costs or expenses arising out of any mistake or error in data or other information provided to any of them by each other or any other person or out of any interruption or delay in the electronic means of communications used by them. (b) Tax Liability. The Authorized Participant shall be responsible for the payment of any transfer tax, sales or use tax, stamp tax, recording tax, value added tax and any other similar tax or government charge applicable to the creation or redemption of any Basket made pursuant to this Agreement, regardless of whether or not such tax or charge is imposed directly on the Authorized Participant. To the extent the Managing Owner or the AdministratorTrust is required by law to pay any such tax or charge, will be liable the Authorized Participant agrees to promptly indemnify such party for any Participant such payment, together with any applicable penalties, additions to tax or to the estate or beneficiary of any Participant or to any other holder of an Award by reason of any acceleration of income, or any additional tax (including any interest and penalties), asserted by reason of the failure of an Award to satisfy the requirements of Section 422 or Section 409A or by reason of Section 4999 of the Code, or otherwise asserted with respect to the Awardthereon.
Limitation of Liability. Notwithstanding anything to In the contrary in absence of negligence, bad faith or willful misconduct, none of the PlanSponsor, neither the Company, nor any Affiliate, nor the Administrator, nor the Authorized Participant shall be liable to each other or to any person acting other person, including any party claiming by, through or on behalf of the CompanyAuthorized Participant, for any Affiliatelosses, liabilities, damages, costs or expenses arising out of any error in data or other information provided to any of them by each other or any other person or out of any interruption or delay in the electronic means of communications used by them. (b) Tax Liability. The Authorized Participant shall be responsible for the payment of any transfer tax, sales or use tax, stamp tax, recording tax, value added tax and any other similar tax or government charge applicable to the creation or redemption of any Creation Unit made pursuant to this Agreement, regardless of whether or not such tax or charge is imposed directly on the Authorized Participant. To the extent the Administrator, will be liable the Sponsor or the Trust is required by law to pay any such tax or charge, the Authorized Participant agrees to promptly indemnify such party for any such payment, together with any applicable penalties, additions to tax or to the estate or beneficiary of any Participant or to any other holder of an Award by reason of any acceleration of income, or any additional tax (including any interest and penalties), asserted by reason of the failure of an Award to satisfy the requirements of Section 422 or Section 409A or by reason of Section 4999 of the Code, or otherwise asserted with respect to the Awardthereon.
Limitation of Liability. Notwithstanding anything to the contrary in the Plan, neither the Company, nor any Affiliateof its subsidiaries, nor the Administrator, nor any person acting on behalf of the Company, any Affiliateof its subsidiaries, or the Administrator, will be liable to any Participant or Participant, to any permitted transferee, to the estate or beneficiary of any Participant or any permitted transferee, or to any other holder of an Award person by reason of any acceleration of income, or any additional tax (including any interest and penalties), asserted by reason of the failure of an Award to satisfy the requirements of Section 422 or Section 409A or by reason of Section 4999 of the Code, or otherwise asserted with respect to the Award.
Limitation of Liability. Notwithstanding anything to the contrary in the Plan, neither the Company, nor any Affiliateof its subsidiaries, nor the Administrator, nor any person acting on behalf of the Company, any Affiliateof its subsidiaries, or the Administrator, will be liable to any Participant or to the estate or beneficiary of any Participant or to any other holder of an Award person by reason of any acceleration of income, or any additional tax (including any interest and penalties), asserted by reason of the failure of an Award to satisfy the requirements of Section 422 or Section 409A of the Code or by reason of Section 4999 of the Code, or otherwise asserted with respect to the Award.
Limitation of Liability. Notwithstanding anything to the contrary in the Plan, neither the Company, nor any Affiliate, nor the Administrator, nor any person acting on behalf of the Company, any Affiliate, or the Administrator, will shall be liable to any Participant or to the estate or beneficiary of any Participant or to any other holder of an Award by reason of any acceleration of income, or any additional tax (including any interest and penalties)tax, asserted by reason of the failure of an Award to satisfy the requirements of Section 422 or Section 409A or by reason of Section 4999 of the Code; provided, that nothing in this Section 11(b) shall limit the ability of the Administrator or otherwise asserted the Company to provide by separate express written agreement with respect to the Awarda Participant for a gross-up payment or other payment in connection with any such tax or additional tax.
Limitation of Liability. Notwithstanding anything to the contrary in the Plan, neither the Company, nor any Affiliateaffiliate, nor the Administrator, nor any person acting on behalf of the Company, any Affiliateaffiliate, or the Administrator, will be liable to any Participant Optionee or to the estate or beneficiary of any Participant Optionee or to any other holder of an Award by reason of any acceleration of income, or any additional tax (including any interest and penalties), asserted by reason of the failure of an Award to satisfy the requirements of Section 422 or Section 409A of the Code or by reason of Section 4999 of the Code, or otherwise asserted with respect to the Award; provided, that nothing in this Section 18(g) will limit the ability of the Administrator or the Company, in its discretion, to provide by separate express written agreement with an Optionee for a gross-up payment or other payment in connection with any such acceleration of income or additional tax.
Limitation of Liability. Notwithstanding anything to the contrary in the Plan, neither the Company, nor any Affiliate, Company nor the Administrator, nor any person Person acting on behalf of the Company, any Affiliate, Company or the Administrator, will shall be liable to any Participant or to the estate or beneficiary of any Participant or to any other holder of an Award by reason of any acceleration of income, any additional tax, or any additional other tax (including any interest and penalties), or liability asserted by reason of the failure of an Award to satisfy the requirements of Section 422 or Section 409A or 409A, by reason of Section 4999 of the Code, or otherwise asserted with respect by reason of the failure of any Class M Unit to the Awardbe treated or qualify as a profits interest.
Limitation of Liability. Notwithstanding anything The Committee and each member thereof, and any person acting pursuant to authority delegated by the Committee, shall be entitled, in good faith, to rely or act upon any report or other information furnished to him or her by any officer or other employee of the Company or any subsidiary, the Companys independent certified public accountants or any executive compensation consultant, legal counsel or other professional retained by the Company or the Committee to assist in the administration of the Plan. Members of the Committee, any person acting pursuant to authority delegated by the Committee, and any officer or employee of the Company or a subsidiary or affiliate acting at the direction or on behalf of the Committee or a delegee shall not be personally liable for any action, determination or interpretation taken or made in good faith with respect to the contrary in Plan, and any such person shall, to the Planextent permitted by law, be fully indemnified and protected by the Company with respect to any such action, determination or interpretation. Without limiting the generality of the foregoing, neither the Company, nor any Affiliatesubsidiary or affiliate of the Company, nor the AdministratorCommittee or any of its members, nor any person acting on behalf of the Company, any Affiliate, subsidiary or affiliate of the Company or the AdministratorCommittee, will be liable to any Participant or to the estate or beneficiary of any Participant or to any other holder of an Award by reason of any acceleration of income, or any additional tax (including any interest and penalties), in either case, asserted by reason of the failure of an Award to satisfy the requirements of Code Section 422 or Code Section 409A or by reason of Code Section 4999 of the Code4999, or otherwise asserted with respect to any delay in the Awarddelivery of shares of Stock in connection with an Award or changes in the fair market value of shares of Stock during any such delay.
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Limitation of Liability. Notwithstanding anything to the contrary in the Plan, neither the Company, nor any Affiliateno Employer, nor the Administrator, nor any person acting on behalf of the Company, any Affiliate, Employer or the Administrator, will shall be liable to any Participant or to the estate or beneficiary of any Participant or to any other holder of an Award by reason of any acceleration of income, or any additional tax (including any interest and penalties)tax, asserted by reason of the failure of an Award any deferral to satisfy the requirements of Section 422 or Section 409A or by reason of Section 4999 of the Code, or otherwise asserted with respect to the Award.
Limitation of Liability. Notwithstanding anything to the contrary in the Plan, neither the Company, nor any Affiliate, nor the AdministratorBoard, nor any person acting on behalf of the Company, any Affiliate, or the AdministratorBoard, will shall be liable to any Participant or to the estate or beneficiary of any Participant or to any other holder of an Award by reason of any acceleration of income, or any additional tax (including any interest and penalties)tax, asserted by reason of the failure of an Award to satisfy the requirements of Code Section 422 or Code Section 409A or by reason of Code Section 4999 4999; provided, that nothing in this Section 11(b) shall limit the ability of the Code, Board or otherwise asserted the Company to provide by separate express written agreement with respect to the Awarda Participant for a gross-up payment or other payment in connection with any such tax or additional tax.
Limitation of Liability. Notwithstanding anything to In the contrary in the Planabsence of gross negligence, bad faith or willful misconduct, neither the CompanyManaging Owner, nor any Affiliate, nor the Administrator, nor any person whether acting on its own behalf or on behalf of the CompanyTrust, any Affiliate, or nor the Administrator, will Authorized Participant shall be liable to any Participant or to the estate or beneficiary of any Participant each other or to any other holder person, including any party claiming by, through or on behalf of an Award by reason the Authorized Participant, for any losses, liabilities, damages, costs or expenses arising out of any acceleration mistake or error in data or other information provided to any of income, them by each other or any additional other person or out of any interruption or delay in the electronic means of communications used by them. (b) Tax Liability. The Authorized Participant shall be responsible for the payment of any transfer tax, sales or use tax, stamp tax, recording tax, value added tax (including and any interest and penalties), asserted by reason of the failure of an Award to satisfy the requirements of Section 422 other similar tax or Section 409A or by reason of Section 4999 of the Code, or otherwise asserted with respect government charge applicable to the Awardcreation or redemption of any Basket made pursuant to this Agreement, regardless of whether or not such tax or charge is imposed directly on the Authorized Participant. To the extent the Managing Owner or the Trust is required by law to pay any such tax or charge, the Authorized Participant agrees to promptly indemnify such party for any such payment, together with any applicable penalties, additions to tax or interest thereon.
Limitation of Liability. Notwithstanding anything to the contrary in the Plan, neither the Company, nor any Affiliatesubsidiary, nor the AdministratorBoard, nor any person acting on behalf of the Company, any Affiliatesubsidiary, or the AdministratorBoard, will shall be liable to any Participant participant or to the estate or beneficiary of any Participant participant or to any other holder of an Award option by reason of any acceleration of income, or any additional tax (including any interest and penalties)tax, asserted by reason of the failure of an Award option to satisfy the requirements of Section 422 or Section 409A 409 A or by reason of Section 4999 of the Code; provided, that nothing in this Section 10 shall limit the ability of the Board to provide by separate express written agreement with a participant for a gross-up payment or otherwise asserted other payment in connection with respect to the Awardany such tax or additional tax.
Limitation of Liability. Notwithstanding anything to In the contrary in the Planabsence of gross negligence, bad faith or willful misconduct, neither the CompanyManaging Owner, nor any Affiliatewhether acting on its own behalf or on behalf of a Fund, nor the AdministratorAuthorized Participant shall be liable to each other or to any other person, nor including any person acting party claiming by, through or on behalf of the CompanyAuthorized Participant, for any Affiliatelosses, liabilities, damages, costs or the Administrator, will be liable expenses arising out of any mistake or error in data or other information provided to any Participant of them by each other or to the estate a third party or beneficiary out of any Participant interruption or to any other holder delay in the electronic means of an Award communications used by reason of any acceleration of income, or any additional tax (including any interest and penalties), asserted by reason of the failure of an Award to satisfy the requirements of Section 422 or Section 409A or by reason of Section 4999 of the Code, or otherwise asserted with respect to the Awardthem.
Limitation of Liability. Notwithstanding anything to the contrary in the Plan, neither the Company, nor any Affiliate, nor the Administrator, nor any person acting on behalf of the Company, any Affiliate, or the Administrator, will shall be liable to any Participant or to the estate or beneficiary of any Participant or to any other holder of an Award by reason of any acceleration of income, or any additional tax (including any interest and penalties)tax, asserted by reason of the failure of an Award to satisfy the requirements of Section 422 or Section 409A or by reason of Section 4999 of the Code, or otherwise asserted with respect to the Award.
Limitation of Liability. Notwithstanding anything to the contrary in the Plan, neither the Company, nor any Affiliate, nor the Administrator, nor any person acting on behalf of the Company, any Affiliate, or the Administrator, will shall be liable to any Participant or to the estate or beneficiary of any Participant or to any other holder of an Award by reason of any acceleration of income, or any additional tax (including any interest and penalties), asserted by reason of the failure of an Award to satisfy the requirements of Section 422 or Section 409A or by reason of Section 4999 of the Code, or otherwise asserted with respect to the Award.
Limitation of Liability. Notwithstanding anything to the contrary in the Plan, neither the Company, nor any Affiliate, Company nor the Administrator, nor any person acting on behalf of the Company, any Affiliate, Company or the Administrator, will shall be liable to any Participant or to the estate or beneficiary of any Participant or to any other holder of an Award by reason of any acceleration of income, or any additional tax (including any interest and penalties)tax, asserted by reason of the failure of an Award to satisfy the requirements of Section 422 or Section 409A or by reason of Section 4999 of the Code; provided, that nothing in this Section 12(b) shall limit the ability of the Administrator or otherwise asserted the Company to provide by express agreement with respect to the Awarda Participant for a gross-up payment or other payment in connection with any such tax or additional tax.
Limitation of Liability. Notwithstanding anything to the contrary in the Plan, neither the Company, nor any Affiliate, nor the Administrator, nor any person acting on behalf of the Company, any Affiliate, or the Administrator, will shall be liable to any Participant or to the estate or beneficiary of any Participant or to any other holder of an Award by reason of any acceleration of income, or any additional tax (including any interest and penalties)tax, asserted by reason of the failure of an Award to satisfy the requirements of Section 422 or Section 409A or by reason of Section 4999 of the Code; provided, that (i) nothing in this Section 11(b) shall limit the ability of the Administrator or otherwise asserted the Company to provide by separate express written agreement with respect a Participant for a gross-up payment or other payment in connection with any such tax or additional tax, and (ii) nothing in this Section 11(b) shall limit the liability of the Company to any Participant or to the Awardestate or beneficiary of such Participant by reason of the failure of an Award to satisfy the requirements of Section 409A to the extent such failure results from the Administrators gross negligence in connection with the administration of the Plan.
Limitation of Liability. Notwithstanding anything any provision herein to the contrary in the Plancontrary, neither the Company, nor any Affiliate, nor the Administrator, nor any person individual acting on behalf as employee or agent of the Company, any Affiliate, or the Administrator, will shall be liable to any Participant or to the estate or beneficiary of any Participant or to any other holder of an Award by reason of any acceleration of incomeParticipant, former Participant, Beneficiary, or any additional tax (including other person for any interest and penalties)claim, asserted by reason loss, liability or expense incurred in connection with the Plan, unless attributable to fraud or willful misconduct on the part of the failure of an Award to satisfy the requirements of Section 422 Company or Section 409A or by reason of Section 4999 any such agent of the CodeCompany, or otherwise asserted with respect to a breach by the AwardCompany of any provision of the Plan that results in a reduction of the benefit provided hereunder.
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Limitation of Liability. Notwithstanding anything to any of the contrary in preceding provisions of the Plan, neither the Company, nor any Affiliate, nor the Administrator, nor any person acting on behalf none of the Company, the Board, the Committee or any Affiliate, individual acting as an employee or agent of the Administrator, will Company shall be liable to any Participant Participant, former Participant, Beneficiary or to the estate or beneficiary of any Participant or to any other holder of an person for any claim, loss, liability or expense incurred in connection with the Plan and any Award by reason of any acceleration of income, or any additional tax (including any interest and penalties), asserted by reason of the failure of an Award to satisfy the requirements of Section 422 or Section 409A or by reason of Section 4999 of the Code, or otherwise asserted with respect to the Awardhereunder.
Limitation of Liability. Notwithstanding anything to the contrary in the Plan, neither the Company, nor any Affiliateof its subsidiaries, nor the Administrator, nor any person acting on behalf of the Company, any Affiliateof its subsidiaries, or the Administrator, will be liable to any Participant or to the estate or beneficiary of any Participant or to any other holder of an Award person by reason of any acceleration of income, or any additional tax (including any interest and penalties), asserted by reason of the failure of an Award to satisfy the requirements of Section 422 or Section 409A or by reason of Section 4999 of the Code, or otherwise asserted with respect to the Award.
Limitation of Liability. Notwithstanding anything to the contrary in the Plan, neither the Company, nor any Affiliate, nor the AdministratorCommittee, nor any person acting on behalf of the Company, any Affiliate, or the AdministratorCommittee, will be liable to any Participant or to the estate or beneficiary of any Participant or to any other holder of an Award by reason of any acceleration of income, or any additional tax (including any interest and penalties), asserted by reason of the failure of an Award to satisfy the requirements of Section 422 or Section 409A or by reason of Section 4999 of the Code, or otherwise asserted with respect to the Award.
Limitation of Liability. Notwithstanding anything to the contrary in the Plan, neither the Company, nor any Affiliate, nor the Administrator, nor any person acting on behalf of the Company, any Affiliate, or the Administrator, will be liable to any Participant or to the estate or beneficiary of any Participant or to any other holder of an Award by reason of any acceleration of income, or any additional tax (including any interest and penalties), asserted by reason of the failure of an Award to satisfy the requirements of Section 422 or Section 409A or by reason of Section 4999 of the Code, or otherwise asserted with respect to the Award; provided, that nothing in this Section 12 will limit the ability of the Administrator or the Company, in its discretion, to provide by separate express written agreement with a Participant for any payment in connection with any such acceleration of income or additional tax.
Limitation of Liability. Notwithstanding anything to the contrary in the PlanPlan or in this Appendix B, neither the Company, nor any Affiliateother member of the Group, nor the Administrator, nor any person acting on behalf of the Company, any Affiliateother member of the Group, or the Administrator, will be liable to any U.S. Participant or to the estate or beneficiary of any U.S. Participant or to any other holder of an Award by reason of any acceleration of income, or any additional tax (including any interest and penalties), asserted by reason of the failure of an Award to satisfy the requirements of Section 422 or Section 409A or by reason of Section 4999 of the Code, or otherwise asserted with respect to the Award.
Limitation of Liability. Notwithstanding anything to the contrary in the Plan, neither the Company, nor any Affiliate, nor the Administrator, nor any person acting on behalf of the Company, any Affiliate, or the Administrator, will be liable to any Participant or to the estate or beneficiary of any Participant or to any other holder of an Award by reason of any acceleration of income, or any additional tax (including any interest and penalties), asserted by reason of the failure of an Award to satisfy the requirements of Section 422 or Section 409A or by reason of Section 4999 of the Code, or otherwise asserted with respect to the Award.
Limitation of Liability. Notwithstanding anything to the contrary in the Plan, neither the Company, nor any Affiliate, nor the Administrator, nor any person acting on behalf of the Company, any Affiliate, or the Administrator, will be liable to any Participant or to the estate or beneficiary of any Participant or to any other holder of an Award by reason of any acceleration of income, or any additional tax (including any interest and penalties), asserted by reason of the failure of an Award to satisfy the requirements of Section 422 or Section 409A or by reason of Section 4999 of the Code, or otherwise asserted with respect to the Award; provided, that nothing in this Section 11(b) will limit the ability of the Administrator or the Company, in its discretion, to provide by separate express written agreement with a Participant for a gross-up payment or other payment in connection with any such acceleration of income or additional tax.
Limitation of Liability. Notwithstanding anything to the contrary in the Plan, neither the Company, nor any AffiliateAffiliate of the Company, nor the AdministratorCommittee, nor any person acting on behalf of the Company, any AffiliateAffiliate of the Company, or the AdministratorCommittee, will be liable to any Participant or to the estate or beneficiary of any Participant or to any other holder of an Award Option by reason of any acceleration of income, or any additional tax (including any interest and penalties), asserted by reason of the failure of an Award Option to satisfy the requirements of Section 422 or Section 409A or by reason of Section 4999 of the Code, or otherwise asserted with respect to the AwardOption.
Limitation of Liability. Notwithstanding anything to the contrary in the Plan, neither the Company, nor any Affiliate, nor the Administrator, nor any person acting on behalf of the Companyany of them, any Affiliate, or the Administrator, will shall be liable to any Participant or to the estate or beneficiary of any Participant or to any other holder of an Award by reason of any acceleration of income, or any additional tax (including any interest and penalties)tax, asserted by reason of the failure of an Award to satisfy the requirements of Section 422 or Section 409A or by reason of Section 4999 of the Code; provided, that nothing in this Section 11(b) shall limit the ability of the Administrator or otherwise asserted the Company to provide by separate express written agreement with respect to the Awarda Participant for a gross-up payment or other payment in connection with any such tax or additional tax.
Limitation of Liability. Notwithstanding anything to the contrary in the Plan, neither the Company, nor any AffiliateSubsidiary of the Company, nor the AdministratorCommittee, nor any person Person acting on behalf of the Company, any AffiliateSubsidiary of the Company, or the AdministratorCommittee, will be liable to any Participant or to the estate or beneficiary of any Participant or to any Permitted Assignee or any other holder of an Award by reason of any acceleration of income, or any additional tax (including any interest and penalties), asserted by reason of the failure of an Award to satisfy the requirements of Section 422 or Section 409A or by reason of Section 4999 of the Code, or otherwise asserted with respect to the Award.
Appears in 1 contract Incentive Plan (Tiptree Inc.),
Limitation of Liability. Notwithstanding anything to the contrary in the Plan, neither the Company, nor any Affiliateof its subsidiaries, nor the Administrator, nor any person acting on behalf of the Company, any Affiliateof its subsidiaries, or the Administrator, will be liable to any Participant or Participant, to any permitted transferee, to the estate or beneficiary of any Participant or any permitted transferee, or to any other holder of an Award by reason of any acceleration of income, or any additional tax (including any interest and penalties), asserted by reason of the failure of an Award to satisfy the requirements of Section 422 or Section 409A or by reason of Section 4999 of the Code, or otherwise asserted with respect to the Award, in each case, to the extent permitted by Applicable Laws.
Appears in 1 contract Equity Incentive Plan (Zai Lab Ltd),
Limitation of Liability. Notwithstanding anything to the contrary in the Plan, neither the Company, nor any Affiliateof its affiliates, nor the Administrator, nor any person acting on behalf of the Company, any Affiliateof its affiliates, or the Administrator, will be liable to any Participant or to the estate or beneficiary of any Participant or to any other holder of an Award person by reason of any acceleration of income, or any additional tax (including any interest and penalties), asserted by reason of the failure of an Award to satisfy the requirements of Section 422 or Section 409A or by reason of Section 4999 of the Code, or otherwise asserted with respect to the any Award.
Appears in 1 contract Bonus Plan (Zai Lab Ltd),
Limitation of Liability. Notwithstanding anything to the contrary in the Plan, neither the Company, nor any Affiliate, nor the Administrator, nor any person acting on behalf of the Companyany of them, any Affiliate, or the Administrator, will shall be liable to any Participant or to the estate or beneficiary of any Participant or to any other holder of an Award by reason of any acceleration of income, or any additional tax (including any interest and penalties)tax, asserted by reason of the failure of an Award to satisfy the requirements of Section 422 or Section 409A or by reason of Section 4999 of the Code; provided, that nothing in this Section 11(b) shall limit the ability of the Administrator or otherwise asserted the Company to provide by separate express written agreement with respect a Participant for a gross-up payment other payment in connection with any such tax or additional tax. (c) Governing Law. This Plan, and all actions taken thereunder, and all Awards shall be governed by, and construed in accordance with, the laws of the Commonwealth of Massachusetts, applied without regard to the Awardconflict of law principles.
Limitation of Liability. Notwithstanding anything to the contrary in the Plan, neither the Company, nor any Affiliate, nor the Administrator, nor any person acting on behalf of the Company, Company or any Affiliate, or the Administrator, will shall be liable to any Participant or to the estate or beneficiary of any Participant or to any other holder of an Award award by reason of any acceleration of income, or any additional tax (including any interest and penalties)tax, asserted by reason of the failure of an Award award to satisfy the requirements of Section 422 or Section 409A or by reason of Section 4999 of the Code; provided, that nothing in this Section 11 shall limit the ability of the Board or otherwise asserted the Company to provide by separate express written agreement with respect to the Awarda Participant for a gross-up payment or other payment in connection with any such tax or additional tax.
Limitation of Liability. Notwithstanding anything to the contrary in the Plan, neither the Company, nor any Affiliate, nor the AdministratorBoard, nor any person acting on behalf of the Company, any Affiliate, or the AdministratorBoard, will shall be liable to any Participant or to the estate or beneficiary of any Participant or to any other holder of an Award by reason of any acceleration of income, or any additional tax (including any interest and penalties), asserted by reason of the failure of an Award to satisfy the requirements of Section 422 or Section 409A or by reason of Section 4999 of the Code, or otherwise asserted with respect to the Award.any
Appears in 1 contract Equity Incentive Plan (Agenus Inc),
Limitation of Liability. Notwithstanding anything any provision of the Plan to the contrary in the Plancontrary, neither the Company, nor any Affiliate, nor the Administrator, nor any person acting on behalf none of the Company, the Board, the Committee or any Affiliate, individual acting as an employee or agent of the Administrator, will Company shall be liable to any Participant or to the estate or beneficiary of any Participant or to any other holder of an Award by reason of any acceleration of incomeParticipant, former Participant, or any additional tax (including other person for any interest claim, loss, liability or expense incurred in connection with the Plan and penalties), asserted by reason of the failure of an any Award to satisfy the requirements of Section 422 or Section 409A or by reason of Section 4999 of the Code, or otherwise asserted with respect to the Awardhereunder.
Limitation of Liability. Notwithstanding anything to Neither the contrary in the Plan, neither the Company, Company nor any Affiliateof its directors, nor officers, employees, agents or representatives (including specifically the Plan Administrator, nor ) shall have any person acting obligation to take any action to prevent the assessment of any tax or penalty on behalf of the Company, any Affiliate, or the Administrator, will be liable to any Participant or to the estate or beneficiary of any Participant or to any other holder of an Award by reason of any acceleration of income, or any additional tax (including any interest and penalties), asserted by reason of the failure of an Award to satisfy the requirements of Section 422 or under Section 409A or by reason of Section 4999 of the Code, and such parties or otherwise asserted with respect the Company will have no liability to the Awardany Participant for such tax or penalty.
Appears in 1 contract
Limitation of Liability. Notwithstanding anything to any other provision of the contrary in Plan or any trust established under the Plan, neither the Company, nor any Affiliate, nor the Administrator, nor any person acting on behalf none of the Company, any Affiliateother Employer, any member of the Benefits Committee or the Compensation Committee, nor any individual acting as an employee, or the Administratoragent or delegate of any of them, will shall be liable to any Participant or to the estate or beneficiary of any Participant or to any other holder of an Award by reason of any acceleration of incomeParticipant, former Participant, Beneficiary, or any additional tax (including other person for any interest and penalties)claim, asserted by reason of loss, liability or expense incurred in connection with the failure of an Award Plan or any trust established under the Plan, except when the same shall have been judicially determined to satisfy the requirements of Section 422 or Section 409A or by reason of Section 4999 of the Code, or otherwise asserted with respect be due to the Awardwillful misconduct of such person.
Appears in 1 contract
Limitation of Liability. Notwithstanding anything to any other provision of the contrary in Plan or the PlanTrust, neither the Company, nor any Affiliate, nor the Administrator, nor any person acting on behalf none of the Company, any Affiliatemember of the Benefits Committee or ONC Committee, nor an individual acting as an employee or the Administratoragent of any of them, will shall be liable to any Participant or to the estate former Participant, or any surviving spouse or other designated beneficiary of any Participant or former Participant, for any claim, loss, liability or expense incurred in connection with the Plan or the Trust, except when the same shall have been judicially determined to any other holder of an Award by reason of any acceleration of income, or any additional tax (including any interest and penalties), asserted by reason of the failure of an Award to satisfy the requirements of Section 422 or Section 409A or by reason of Section 4999 of the Code, or otherwise asserted with respect be due to the Awardwillful misconduct of such person.
Limitation of Liability. Notwithstanding anything to the contrary in the Plan, neither the Company, nor any AffiliateSubsidiary, nor the Administrator, nor any person acting on behalf of the Company, any AffiliateSubsidiary, or the Administrator, will shall be liable to any Participant or to the estate or beneficiary of any Participant or to any other holder of an Award by reason of any acceleration of income, or any additional tax (including any interest and penalties)tax, asserted by reason of the failure of an Award to satisfy the requirements of Section 422 or 409A; provided, that nothing in this Section 409A or by reason of Section 4999 11.2 shall limit the ability of the Code, Administrator or otherwise asserted the Company to provide by separate express written agreement with respect to the Awarda Participant for a gross-up payment or other payment in connection with any such tax or additional tax.
Limitation of Liability. Notwithstanding anything to the contrary in the Plan, neither the Company, nor any Affiliate, nor the Administrator, nor any person acting on behalf of the Company, any Affiliate, or the Administrator, will shall be liable to any Participant or to the estate or beneficiary of any Participant or to any other holder of an Award by reason of any acceleration of income, or any additional tax (including any interest and penalties)tax, asserted by reason of the failure of an Award to satisfy the requirements of Section 422 or Section 409A or by reason of Section 4999 of the Code, or otherwise asserted with respect to the Award.
Limitation of Liability. Notwithstanding anything to the contrary in the Plan, neither the Company, nor any Affiliate, Company nor the Administrator, nor any person Person acting on behalf of the Company, any Affiliate, Company or the Administrator, will shall be liable to any Participant or to the estate or beneficiary of any Participant or to any other holder of an Award by reason of any acceleration of income, or any additional tax (including any interest and penalties)tax, asserted by reason of the failure of an Award Option to satisfy the requirements requirement of Section 422 or Section 409A or by reason of Section 4999 of the Code, or otherwise asserted with respect to the Award.
Appears in 1 contract Stock Option Plan (AGY Aiken LLC),
Limitation of Liability. Notwithstanding anything to the contrary in the Plan, neither the Company, nor any Affiliate, nor the Administrator, nor any person acting on behalf of the Company, any Affiliate, or the Administrator, will shall be liable to any Participant or to the estate or beneficiary of any Participant or to any other holder of an Award by reason of any acceleration of income, or any additional tax (including any interest and penalties)tax, asserted by reason of the failure of an Award to satisfy the requirements of Section 422 or Section 409A or by reason of Section 4999 of the Code; provided, that nothing in the Section 11(b) shall limit the ability of the Administrator or otherwise asserted the Company to provide by separate express written agreement with respect to the Awarda Participant for a gross-up payment or other payment in connection with any such tax or additional tax.
Limitation of Liability. Notwithstanding anything to the contrary in the Plan, neither the Company, nor any Affiliate, nor the Administrator, nor any person acting on behalf of the Companyany of them, any Affiliate, or the Administrator, will shall be liable to any Participant or to the estate or beneficiary of any Participant or to any other holder of an Award by reason of any acceleration of income, or any additional tax (including any interest and penalties)tax, asserted by reason of the failure of an Award to satisfy the requirements of Section 422 or Section 409A or by reason of Section 4999 of the Code; provided, that nothing in this Section 11(b) shall limit the ability of the Administrator or otherwise asserted the Company to provide by separate express written agreement with respect to the Awarda Participant for a gross-up payment other payment in connection with any such tax or additional tax.
Limitation of Liability. Notwithstanding anything to the contrary in the Plan, neither the Company, nor any Affiliate, Company nor the AdministratorCommittee, nor any person acting on behalf of the Company, any Affiliate, Company or the AdministratorCommittee, will shall be liable to any Participant or to the estate or beneficiary of any Participant or to any other holder of an Award by reason of any acceleration of income, or any additional tax (including any interest and penalties)tax, asserted by reason of the failure of an Award to satisfy the requirements of Section 422 or Section 409A or by reason of Section 4999 of the Code; provided, that nothing in this Section 14(b) shall limit the ability of the Committee or otherwise asserted the Company to provide by express agreement with respect to the Awarda Participant for a gross-up payment or other payment in connection with any such tax or additional tax.
Appears in 1 contract
Limitation of Liability. Notwithstanding anything to the contrary in the Plan, neither the Company, nor any Affiliate, Company nor the Administrator, nor any person acting on behalf of the Companyeither of them, any Affiliate, or the Administrator, will shall be liable to any Participant or to the estate or beneficiary of any Participant or to any other holder of an Award by reason of any acceleration of income, or any additional tax (including any interest and penalties)tax, asserted by reason of the failure of an Award to satisfy the requirements of Section Sections 422 or Section 409A or by reason of Section 4999 of the Code; provided , that nothing in this Section 11(b) shall limit the ability of the Administrator or otherwise asserted the Company to provide by express agreement with respect to the Awarda Participant for a gross-up payment or other payment in connection with any such tax or additional tax.
Limitation of Liability. Notwithstanding anything to the contrary in the Plan, neither the Company, nor any Affiliate, nor the Administrator, nor any person acting on behalf of the Company, any Affiliate, or the Administrator, will shall be liable to any Participant or to the estate or beneficiary of any Participant or to any other holder of an Award by reason of any acceleration of income, or any additional tax (including any interest and penalties)tax, asserted by reason of the failure of an Award to satisfy the requirements of Section 422 or Section 409A or by reason of Section 4999 of the Code; provided, that nothing in this Section 11(b) shall limit the ability of the Administrator or the Company to provide by separate express written agreement with a Participant for a gross-up payment or other payment in connection with any such tax or additional tax. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the Companys Articles of Incorporation or Bylaws, as a matter of law, or otherwise asserted with respect otherwise, or any power that the Company may have to the Awardindemnify them or hold them harmless.
Appears in 1 contract Compensation Plan (Bankrate Inc),
Limitation of Liability. Notwithstanding anything to any other provision of the contrary in Plan or the PlanTrust, neither the Company, nor any Affiliate, nor the Administrator, nor any person acting on behalf none of the Company, any Affiliatemember of the Retirement Committee, the Benefits Committee or the AdministratorONC Committee, will nor an individual acting as an employee or agent of any of them, shall be liable to any Participant or to the estate former Participant, or any surviving spouse or other designated beneficiary of any Participant or former Participant, for any claim, loss, liability or expense incurred in connection with the Plan or the Trust, except when the same shall have been judicially determined to any other holder of an Award by reason of any acceleration of income, or any additional tax (including any interest and penalties), asserted by reason of the failure of an Award to satisfy the requirements of Section 422 or Section 409A or by reason of Section 4999 of the Code, or otherwise asserted with respect be due to the Awardwillful misconduct of such person.
Limitation of Liability. Notwithstanding anything to the contrary in the Plan, neither the Company, nor any Affiliate, nor the Administrator, nor any person acting on behalf of the Company, any Affiliate, or the Administrator, will be liable to any Participant or to the estate or beneficiary of any Participant or to any other holder of an Award by reason of any acceleration of income, or any additional tax (including any interest and penalties), asserted by reason of the failure of an Award to satisfy the requirements of Section 422 or for exemption from Section 409A or otherwise to satisfy Section 409A or otherwise asserted with respect to the Award including, but not limited to, by reason of Section 4999 of the Code, or otherwise asserted with respect to the Award.
Limitation of Liability. Notwithstanding anything to the contrary in the Plan, neither the Company, nor any Affiliate, Company nor the Administrator, nor any person acting on behalf of the Companyeither of them, any Affiliate, or the Administrator, will shall be liable to any Participant or to the estate or beneficiary of any Participant or to any other holder of an Award by reason of any acceleration of income, or any additional tax (including any interest and penalties)tax, asserted by reason of the failure of an Award to satisfy the requirements of Section Sections 422 or Section 409A or by reason of Section 4999 of the Code; provided, that nothing in this Section 11(b) shall limit the ability of the Administrator or otherwise asserted the Company to provide by express agreement with respect to the Awarda Participant for a gross-up payment or other payment in connection with any such tax or additional tax.
Limitation of Liability. Notwithstanding anything to the contrary in the Common Unit Plan, neither the Company, nor any Affiliate, Partnership nor the Administrator, nor any person Person acting on behalf of the Company, any Affiliate, Partnership or the Administrator, will shall be liable to any Participant or to the estate or beneficiary of any Participant or to any other holder of an Award by reason of any acceleration of income, or any additional tax (including any interest and penalties)tax, asserted by reason of the failure of an Award to satisfy the requirements of Section 422 or Section 409A or by reason of Section 4999 of the Code, or otherwise asserted with respect to the Award.
Appears in 1 contract
Limitation of Liability. Notwithstanding anything to the contrary in the Plan, neither the Company, nor any Affiliate, nor the Administrator, nor any person acting on behalf of the Company, any Affiliate, or the Administrator, will be liable to any Participant or Participant, to any permitted transferee, to the estate or beneficiary of any Participant or any permitted transferee, or to any other holder of an Award by reason of any acceleration of income, or any additional tax (including any interest and penalties), asserted by reason of the failure of an Award to satisfy the requirements of Section 422 or Section 409A or by reason of Section 4999 of the Code, or otherwise asserted with respect to the Award.