Limitations Sample Clauses
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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. 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. 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. The rates in this Agreement are subject to any statutory or administrative limitations and apply to a given grant, contract or other agreement only to the extent that funds are available. Acceptance of the rates is subject to the following conditions: (1) Only costs incurred by the organization were included in its facilities and administrative cost pools as finally accepted: such costs are legal obligations of the organization and are allowable under the governing cost principles; (2) The same costs that have been treated as facilities and administrative costs are not claimed as direct costs; (3) Similar types of costs have been accorded consistent accounting treatment; and (4) The information provided by the organization which was used to establish the rates is not later found to be materially incomplete or inaccurate by the Federal Government. In such situations the rate(s) would be subject to renegotiation at the discretion of the Federal Government.
Limitations. (a) No indemnity shall be payable to the Atlas Indemnified Parties under Section 8.2(a) with respect to any claim resulting from any breach or inaccuracy of any representation or warranty, unless and until the aggregate of all Losses due from APL exceeds $8,040,000, in which event all Losses so due in excess of such amount shall be paid in full by APL; provided that the aggregate amount payable by APL under Section 8.2(a), with respect to claims resulting from any breach or inaccuracy of a representation or warranty, shall not exceed $40,200,000. Notwithstanding anything to the contrary contained in this Agreement, APL shall not be required to indemnify any Atlas Indemnified Party with respect to any Loss (or series of related Losses) incurred by or asserted by reason of any breach of any representation, warranty or covenant contained in this Agreement if the Loss (or series of related Losses) from such breach is less than $50,000, nor shall any such Losses be included in the calculation of the amounts specified in this Section 8.5(a). The limitations set forth in this Section 8.5(a) shall not apply with respect to the representations and warranties set forth in Sections 3.2 and 3.8.
(b) No indemnity shall be payable to the APL Indemnified Parties under Section 8.3(a) with respect to any claim resulting from any breach or inaccuracy of any representation or warranty, unless and until the aggregate of all Losses due from Atlas exceeds $8,040,000, in which event all Losses so due in excess of such amount shall be paid in full by Atlas; provided that the aggregate amount payable by Atlas under Section 8.3(a), with respect to claims resulting from any breach or inaccuracy of a representation or warranty, shall not exceed $40,200,000. Notwithstanding anything to the contrary contained in this Agreement, Atlas shall not be required to indemnify any APL Indemnified Party with respect to any Loss (or series of related Losses) incurred by or asserted by reason of any breach of any representation, warranty or covenant contained in this Agreement if the Loss (or series of related Losses) from such breach is less than $50,000, nor shall any such Losses be included in the calculation of the amounts specified in this Section 8.5(b). The limitations set forth in this Section 8.5(b) shall not apply with respect to the representations and warranties set forth in Section 4.4.
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.
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. 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. The Lien on Collateral granted hereunder is given as security only and shall not subject Agent or any Lender to, or in any way modify, any obligation or liability of Obligors relating to any Collateral. In no event shall the grant of any Lien under any Loan Document secure an Excluded Swap Obligation of the granting Obligor.
Limitations. (a) Except for injunctive relief and similar equitable remedies and except for Damages relating to or arising out of (i) fraud or willful misrepresentation, or willful breach by Seller or any of the Shareholders, or (ii) any alleged breach of the Surviving Representations (collectively the “Excluded Damages”), recourse to the Escrow Fund in accordance with the provisions hereof and the Escrow Agreement shall be Buyer’s sole and exclusive remedy available only for Damages under Section 9.2 above; provided, however, that with respect to Excluded Damages, Buyer shall first seek to satisfy such Excluded Damages from the Escrow Fund and, if the Escrow Fund shall be insufficient to satisfy such Excluded Damages or shall have been released, then Buyer shall be entitled to seek recourse from other sources; and provided further, that Buyer shall be entitled to and shall first seek to satisfy Damages related to or arising from Seller’s failure to obtain third-party consents to assignment with respect to the contracts identified on Schedule 3.2(d) through a reduction of the Contingent Consideration payable under Section 3.2(d) by an amount equal to the amount of such Damages and, if the amount of the Contingent Consideration shall be insufficient to satisfy such Damages or shall have been released, then Buyer shall be entitled to seek recourse from the Escrow Fund, and if the Escrow Fund shall be insufficient or shall have been released, then Buyer shall be entitled to seek recourse from other sources.
(b) Other than the Excluded Damages, no indemnification from the Escrow Fund with respect to any Damages otherwise payable under Section 9.2 above shall be payable until such time as all such indemnifiable Damages shall aggregate to more than $100,000, after which time the Escrow Fund shall be drawn upon for all indemnifiable Damages (including the first $100,000); provided, however, that the foregoing limitation shall not apply to Buyer’s reduction of the Contingent Consideration based on Damages related to or arising from Seller’s failure to obtain third-party consents to assignment with respect to the contracts identified on Schedule 3.2(d).
(c) Any claims by Buyer against the Indemnifying Parties for any Damages other than fraud and willful misrepresentation shall not exceed, in the aggregate, the Purchase Price payable hereunder.
(d) The Indemnifying Parties shall not be liable for any Damages to the extent that such Damages have been otherwise recovered by Buyer ...