Other Limitations on Recovery Sample Clauses

Other Limitations on Recovery. (i) Except as otherwise provided in the immediately following sentence, claims made by any RSI Indemnitee against any Shareholder pursuant to this Agreement shall be made solely against the Shareholder Indemnification Shares or Cash Collateral deposited into the Escrow Account by such Shareholder. Claims made by any RSI Indemnitee against any Shareholder with respect to Direct Losses and under Section 4(a)(X) shall be made first against the Shareholder Indemnification Shares or Cash Collateral deposited into the Escrow Account by such Shareholder in accordance with Section 7, but only after any and all amounts in respect of Valid Claims with respect to the Company Level Losses shall have first been disbursed in accordance with Section 7; provided, that if the amount available in the Escrow Account attributable to such Shareholder (valuing any Indemnification Shares in accordance with Section 7) is less than the full amount of the claim, or if the Escrow Account has been terminated, a claim may be made directly against such Shareholder, which shall be personally liable for the remaining amount of the claim. Except as set forth in the preceding sentence, no Shareholder shall have any personal liability to any RSI Indemnitee in any respect pursuant to this Agreement or otherwise.
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Other Limitations on Recovery. (a) The amount of any Loss for which indemnification is provided under this Section 9 shall be net of any amounts actually recovered under insurance policies applicable to such Loss. In the event that any Party entitled to indemnification under this Section 9 (the “Indemnified Person”) receives any payment with respect to any Losses pursuant to this Section 9, and thereafter the Indemnified Person receives payment with respect to such Losses from any insurer or other third party, the Indemnified Person shall reimburse the indemnifying Party the amount received by the Indemnified Person.
Sample 1

Related to Other Limitations on Recovery

  • Limitations on Recourse (a) Subject to the qualifications set forth in this Section, neither Maker nor Guarantor nor any partner, member, shareholder, officer or director of either of them shall be personally liable either at law or in equity for the repayment of the Debt or the failure of performance of any other obligation evidenced by this Note or contained in the Deed of Trust or the Other Security Documents, and Payee will satisfy any judgments, orders or decrees on account of the failure to repay such Debt and/or the failure to perform any such obligation, from the Property and any other real or personal property, tangible or intangible, as Maker, Guarantor or any other entity shall have pledged or assigned to secure this Note by any of the Loan Documents, except that Payee may bring a foreclosure action, an action for specific performance or any other appropriate action or proceeding to enable Payee to enforce and realize upon this Note, the Deed of Trust, the Other Security Documents, and the interests in the Property and any other collateral given to Payee pursuant to the Deed of Trust and the Other Security Documents; provided, however, that, except as specifically provided in this Section, any judgment in any such action or proceeding shall be enforceable against Maker only to the extent of Maker’s interest in the Property and in any other collateral given to Payee. Xxxxx, by accepting this Note, the Deed of Trust and the Other Security Documents, agrees that it shall not sue for, seek or demand any deficiency judgment against Maker in any such action or proceeding, under, by reason of or in connection with the Deed of Trust, the Other Security Documents or this Note. The provisions of this Section shall not, however: (i) constitute a waiver, release or impairment of any obligation evidenced or secured by the Deed of Trust, the Environmental Agreement, the Guaranty or the Other Security Documents or this Note; (ii) impair the right of Payee to name Maker as a party defendant in any action or suit for foreclosure and sale under the Deed of Trust; (iii) affect the validity or enforceability of any guaranty or indemnity made in connection with the Deed of Trust, this Note or the Other Security Documents; (iv) impair the right of Payee to obtain the appointment of a receiver; (v) impair the right of Payee to bring suit with respect to fraud or misrepresentation by Maker in connection with the Deed of Trust, this Note, the Environmental Agreement, the Guaranty or the Other Security Documents; (vi) affect the validity or enforceability of the Environmental Agreement or limit the liability of Maker or Guarantor thereunder; or (vii) affect the validity or enforceability of the Guaranty or limit the liability of Guarantor thereunder.

  • Limitations on Asset Sales (a) The Issuer will not, and will not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless:

  • Limitations on Use Each Party shall use, and cause each of its Affiliates, its licensees and its sublicensees to use, any Confidential Information obtained by such Party from the other Party, its Affiliates, its licensees or its sublicensees, pursuant to this Agreement or otherwise, solely in connection with the activities or transactions contemplated hereby.

  • LIMITATIONS ON ALLOCATIONS If the Employer maintains or has ever maintained another qualified plan (other than the Sponsor's paired defined contribution plan numbers 01003, 01004, 01006, or the Sponsor's paired defined benefit plan number 02001), in which any Participant in this Plan is (or was) a Participant or could possibly become a Participant, the following provision(s) must apply. The Employer must also complete this Section if it maintains a welfare benefit fund, as defined in Section 419(e) of the Code, or an individual medical account, as defined in Section 415(l)(2) of the Code, under which amounts are treated as Annual Additions with respect to any Participant in the Plan.

  • Limitations on Actions Notwithstanding anything to the contrary in this Security Agreement, no Grantor shall be required to take any action in connection with Collateral pledged hereunder (and no security interest in such Collateral shall be required to be perfected) except to the extent consistent with Section 5.12(c) or 5.14 of the Credit Agreement and the Perfection Requirements or expressly required hereunder and except in accordance with Requirements of Law.

  • Certain Limitations on Indemnification (a) Notwithstanding anything to the contrary contained herein:

  • Limitations on Amendments (a) The amendments set forth in Section 1, above, are effective for the purposes set forth herein and shall be limited precisely as written and shall not be deemed to (i) be a consent to any amendment, waiver or modification of any other term or condition of any Loan Document or (ii) otherwise prejudice any right or remedy which Lenders or Agent may now have or may have in the future under or in connection with any Loan Document.

  • Specific Limitations on Indemnification Notwithstanding anything in this Agreement to the contrary, the Corporation shall not be obligated under this Agreement to make any payment to Indemnitee with respect to any Proceeding:

  • Limitations on Amounts A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the aggregate LC Exposure of the Issuing Bank (determined for these purposes without giving effect to the participations therein of the Lenders pursuant to paragraph (e) of this Section) shall not exceed $25,000,000, (ii) the total Multicurrency Credit Exposures shall not exceed the aggregate Multicurrency Commitment and (iii) the total Covered Debt Amount shall not exceed the Borrowing Base then in effect.

  • Limitations on Damages Neither Party shall be liable for any consequential, special or indirect losses or damages suffered by the other Party, whether or not the likelihood of such losses or damages was known by the Party.

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