Limitations Sample Clauses

Limitations. The agreement of Borrowers shall not be required for any modification of a Loan Document that deals solely with the rights and duties of Lenders, Agent and/or Issuing Bank as among themselves. Only the consent of the parties to any agreement relating to fees or a Bank Product shall be required for modification of such agreement, and no Bank Product provider (in such capacity) shall have any right to consent to modification of any Loan Document other than its Bank Product agreement. Any waiver or consent granted by Agent or Lenders hereunder shall be effective only if in writing and only for the matter specified.

Limitations. The rights to indemnification under Section 5.1(a) are subject to the following limitations: (a) Notwithstanding anything to the contrary contained in this Agreement or otherwise, the parties expressly intend and agree as follows: (i) The amount of any Damages incurred by a Purchaser Indemnified Party shall be reduced by any amount recovered by a Purchaser Indemnified Party with respect thereto (A) under any insurance coverage, (B) from any other Person alleged to be responsible therefor or (C) from any tax benefits to be received by such Purchaser Indemnified Party. (ii) To the full extent permitted by applicable Law, and except for (A) any fraudulent act or fraudulent omission by Sellers or Purchaser or (B) any remedy for specific performance pursuant to Section 7.11, the indemnification provisions provided for in this Article 5 will be the exclusive remedy for any breach of any representation, warranty, covenant, or agreement contained in this Agreement. Sellers, Seller Indemnified Parties, Purchaser and Purchaser Indemnified Parties shall have no other or further right or remedy, whether in contract, tort or otherwise, or any right of rescission with respect to this Agreement, all of which Sellers (on behalf of the Seller Indemnified Parties) or Purchaser (on behalf of the Purchaser Indemnified Parties) hereby expressly waives. (iii) Each Indemnified Party shall use its best efforts to mitigate any Damages which are the subject of Claims hereunder. Without limiting the generality of the foregoing, Purchaser agrees that it shall assert and pursue all rights against the Novel Sellers pursuant to the Novel Purchase Agreement, including pursuant to the Novel Escrow Agreement and Mortgage.

Limitations. Use of the amounts contained in this Negotiation Agreement are subject to any statutory or administrative limitations and, when ultimately allocated to individual grants or contracts through the indirect cost proposals of each county department, are applicable only to the extent that funds are available. Acceptance of the amounts agreed to herein is predicated on the conditions: (1) that no costs other than those incurred by the county were included for distribution in its Countywide Cost Allocation Plan as finally accepted, and that such costs are legal obligations of the county and allowable under the governing cost principles; (2) that similar types of costs have been accorded consistent accounting treatment; and (3) that the information provided by the county and used as the basis for acceptance of the amounts agreed to herein is not subsequently found to be materially incomplete or inaccurate.

Limitations. (a) Transferor shall not be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation until the aggregate amount of all such Losses exceeds an amount equal to 2.0% of the Consideration, in which event Transferor shall be liable for all such Losses from the first dollar; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% of the Consideration. (b) If any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor shall not be entitled to be indemnified by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VII.

Limitations. Absent fraud or intentional misrepresentation, after the Closing, the aggregate amount of indemnifiable Losses for which the Target Indemnitors shall be liable pursuant to Section 9.1(a) shall not exceed $5,000,000 (the “Cap”); provided, however, that the Target Indemnitors shall not be liable pursuant to Section 9.1(a) (i) for Losses in respect of any single breach if the amount of such Losses does not exceed a $20,000 minimum value per claim (the “Threshold”), it being understood that the amount of two (2) or more claims reasonably related in subject matter or arising out of the same facts or circumstances shall be combined for purposes of determining whether the Threshold has been met (any Losses in respect of a breach which do not meet the Threshold being “Disregarded Losses”), and (ii) until the aggregate amount of all Losses (not including any Disregarded Losses) exceeds $500,000 (the “Basket”), in which event the Parent Indemnitees shall be entitled to recover such Losses (other than Disregarded Losses) to the extent in excess of the Basket, but not exceeding the Cap. The limitations in this Section 9.5 shall not apply to any breach by Target of the representations set forth in Section 3.4(a). Absent fraud or intentional misrepresentation, after the Closing, the Parent Indemnitees’ exclusive right to monetary damages shall be solely for indemnification pursuant to this Article IX and subject to the applicable limitations contained herein; provided, however, that this Section 9.5 in no way limits any party’s rights to applicable equitable remedies. For the avoidance of doubt, the limitations contained in this Section 9.5 shall not apply in respect of claims for indemnification made pursuant to Section 9.2. The computation of the amount of any Loss shall be done on an after-tax basis that takes into account the tax benefits, if any, that result from the Loss and the event giving rise to the Loss and the tax costs, if any, that result from any indemnification payment under this Agreement. All indemnification payments under this Agreement shall, except as otherwise required by Federal income tax law, be treated for Federal income tax purposes as an adjustment to the Merger Consideration provided to the RPS Securityholders. For purposes of determining whether there has been any misrepresentation or breach of a representation or warranty for purposes of Section 9.1, and for purposes of determining the amount of Losses resulting therefrom, all qualificatio...

Limitations. (i) Notwithstanding anything to the contrary in the Transaction Documents, the Company will not be liable to any Purchaser and such Purchaser’s Purchaser Parties for Losses under Section 4.6(a) arising out of a breach of the Company’s representations and warranties set forth in Section 3.1 (other than with respect to Fundamental Representations or Fraud) that are otherwise indemnifiable under Section 4.6(a) until the total of all Losses under Section 4.6(a) incurred by such Purchaser and such Purchaser’s Purchaser Parties exceeds 1.0% of the Subscription Amount of such Purchaser (the “Deductible”), at which point the amount of all such Losses in excess of the Deductible shall be recoverable. (ii) Notwithstanding anything to the contrary in the Transaction Documents, (A) the maximum aggregate liability of the Company for all Losses under Section 4.6(a) arising out of a breach of the Company’s representations and warranties set forth in Section 3.1 (other than with respect to Fundamental Representations or Fraud) to any Purchaser and such Purchaser’s Purchaser Parties is 10% of the Subscription Amount of such Purchaser and (B) the maximum aggregate liability of the Company for all Losses under Section 4.6(a) (including with respect to Fundamental Representations and Fraud) to any Purchaser and such Purchaser’s Purchaser Parties is the Subscription Amount of such Purchaser. (iii) Prior to and in conjunction with seeking indemnification, an Indemnified Party shall use its commercially reasonable efforts to mitigate the amount of Losses for which it may be entitled to indemnification hereunder. (iv) In addition, each Indemnified Party shall use commercially reasonable efforts to make and pursue (or cause its Affiliates to make and pursue) any available insurance claims relating to any Loss for which it is seeking indemnification hereunder. The amount of any Loss for which indemnification is provided under this Section 4.6 shall be net of any amounts actually recovered by such Indemnified Party under insurance policies with respect to such Loss (net of any costs incurred by such Indemnified Party in connection with such recovery). In the event that an insurance or other recovery is made by any applicable Indemnified Party with respect to any Losses for which any such Person has been indemnified hereunder, then a refund equal to the aggregate amount of the recovery shall be made promptly to the applicable Indemnifying Party. (v) In no event may an Indemnified Par...

Limitations. Without the consent of each Securityholder affected, an amendment or waiver may not: (a) change the amount of Securities whose Holders must consent to an amendment, supplement or waiver; (b) reduce the rate of or extend the time for payment of interest (including default interest) on any Security; (c) reduce the principal or change the Stated Maturity of any Security or reduce the amount of, or postpone the date fixed for, the payment of any sinking fund or analogous obligation; (d) reduce the principal amount of Discount Securities payable upon acceleration of the maturity thereof; (e) waive a Default or Event of Default in the payment of the principal of or interest, if any, on any Security (except a rescission of acceleration of the Securities of any Series by the Holders of at least a majority in principal amount of the outstanding Securities of such Series and a waiver of the payment default that resulted from such acceleration); (f) make the principal of or interest, if any, on any Security payable in any currency other than that stated in the Security; (g) make any change in Sections 6.8, 6.13, 9.3 (this sentence), 10.15 or 10.16; or (h) waive a redemption payment with respect to any Security or change any of the provisions with respect to the redemption of any Securities.

Limitations. EXCEPT FOR ANY WARRANTY, CONDITION OR GUARANTEE THAT CANNOT BE EXCLUDED BY LAW, ALL WARRANTIES IMPLIED OR OTHERWISE NOT STATED IN THIS SECTION 7 ARE EXCLUDED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND SUBJECT TO ANY SUCH WARRANTIES, CONDITIONS OR GUARANTEES WHICH CANNOT LAWFULLY BE EXCLUDED, OXFORD DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, ADEQUACY, TIMELINESS, COMPLETENESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF ANY KIND WITH RESPECT TO THE GOODS, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF FITNESS FOR ANY PARTICULAR PURPOSE (INCLUDING ANY PURPOSE RELATING TO A CUSTOMER’S LEGAL OR REGULATORY COMPLIANCE OBLIGATIONS). WITHOUT LIMITATION OF THE FOREGOING, OXFORD EXPRESSLY DOES NOT WARRANT THAT THE GOODS WILL MEET CUSTOMER’S REQUIREMENTS OR THAT OPERATION OF THE GOODS WILL BE UNINTERRUPTED OR ERROR FREE. CUSTOMER ASSUMES RESPONSIBILITY FOR THE RESULTS OBTAINED FROM CUSTOMER’S USE OF THE GOODS. Customer acknowledges that Customer has not relied on any statement, promise, representation, assurance or warranty made or given by any member of the Oxford Group or its agents which is not set out in this Agreement.

Limitations. Nothing in this Agreement is intended to affect any other agreement by and among the NYISO, Connecting Transmission Owner and the Interconnection Customer, except as otherwise expressly provided herein.