Procedure and Limitations Sample Clauses

Procedure and Limitations. No indemnification will be provided under Sections 10.01 or 10.02 (i) for any claim for indemnification which is made more than one (1) year following the Closing Date; and (ii) unless the amount of any claim or aggregate claims exceeds $10,000, and then only to the extent of such excess. Any indemnified party shall give the indemnitor prompt notice of any claim hereunder; provided, the failure to give such notice shall not affect the right to indemnification hereunder unless the indemnitor was materially prejudiced by such failure. The indemnitor shall have the right to defend at its own expense any claim for which the indemnitor is liable hereunder, but no settlement or compromise of such claim may be effected which materially affects the indemnified party without its consent thereto, which shall not be unreasonably withheld. The indemnified party shall cooperate with the indemnitor in the defense of any such claims and may participate therein with its own counsel at its own expense.
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Procedure and Limitations. An indemnified party shall give the indemnitor prompt notice of any claim hereunder; provided, the failure to give such notice shall not affect the right to indemnification hereunder unless the indemnitor was materially prejudiced by such failure. The indemnitor shall have the right to defend at its own expense any claim for which the indemnitor is liable hereunder (with counsel reasonably satisfactory to the indemnified party), upon prompt written notice to the indemnified party, but no settlement or compromise of such claim may be effected which materially affects the indemnified party without its consent thereto, which shall not be unreasonably withheld. The indemnified party shall cooperate with the indemnitor in the defense of any such claims and may participate therein with its own counsel at its own expense.
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Procedure and Limitations. 26 29.3 RESTRICTIONS...................................................26 EXHIBITS Exhibit A: Glossary of Defined Terms Exhibit B: Description of Premises Exhibit C: Building Rules and Regulations Exhibit D: Work Letter Agreement Exhibit D1: Pricing Agreement Letter Exhibit D2: Building Standard Tenant Improvements Exhibit E: Legal Description of Land Exhibit F: Lease Extension Addendum Exhibit G: Acknowledgment of Lease Commencement Date Exhibit H: Estoppel Certificate, Subordination, Non-Disturbance and Attornment Agreement Exhibit I: Lease Guaranty Monument Sign Addendum LEASE AGREEMENT THIS LEASE AGREEMENT (the "Lease") is entered into as of the 24th day of January, 2000, between 2755 X. XXXXXXXXXX XXXXXXX, X.C. as Landlord, and PROMXXXX.XXX, xx Tenant.
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Procedure and Limitations. Landlord shall provide Tenant with the Expansion Notice upon the lapse of termination of all rights of first refusal, first offer rights or other rights pertaining to space within the Building containing at least 5,000 rentable square feet (the "Expansion Space"); provided, however, notwithstanding any other provision of this Section 29, Landlord shall not be liable to Tenant or otherwise in default under this Lease if Landlord fails to provide the Expansion Notice or Tenant is not otherwise given notice of the availability of other space within the Cottonwood Corporate Center. If Tenant wishes to make a proposal for any Expansion Space or other space within the Cottonwood Corporate Center which becomes available, Tenant shall, within five (5) business days from the date of the Expansion Notice or the date of notice from an Affiliated Entity, deliver written notice to Landlord of Tenant's desire to lease such space (the "Tenant's Notice"). The Landlord's Expansion Notice and the Tenant's Notice shall not constitute an agreement or contract between the parties, or otherwise be enforceable against either party, and the parties shall only be bound by a final definitive lease agreement executed by the parties in their sole discretion ("Expansion Space Lease Agreement"). In the event that, for any reason, the Expansion Space Lease Agreement is not fully executed by the parties within thirty (30) days of the Expansion Notice, this Section 29 shall terminate and be of no further force or effect.
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Procedure and Limitations. A Party shall promptly notify the other Party in writing of any claims, suits, actions, hearings, or proceedings for which it may seek indemnification under this Section 10. The Party seeking indemnification shall permit the indemnifying Party to assume and control the defense of any action; provided, however, the indemnifying Party shall not enter into any settlement or compromise, or consent to the entry of any judgment admitting any liability, without the prior written consent of the other Party, which consent shall not be unreasonably withheld. The Party seeking indemnification shall have the right to participate in the defense of any such claims, suits, hearings, actions, or proceedings with counsel of its own choosing, at its own expense.
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Procedure and Limitations. No indemnification will be provided under Sections 10.01 or 10.02 (i) for any claim for indemnification which is made more than one and a half (1.5) years following the Closing Date; and (ii) unless the amount of any claim or aggregate claims exceeds $25,000, and then only to the extent of such excess; provided that in the event of fraud, the restrictions and limitations in clauses (i) and (ii) and in the final two sentences of this Section 10.03, shall not be applicable. Any indemnified party will give the indemnitor prompt notice of any claim hereunder; provided, the failure to give such notice will not affect the right to indemnification hereunder unless the indemnitor was materially prejudiced by such failure. The indemnitor will have the right to defend at its own expense any claim for which the indemnitor is liable hereunder, but no settlement or compromise of such claim may be effected which materially affects the indemnified party without its consent thereto, which will not be unreasonably withheld. The indemnified party will cooperate with the indemnitor in the defense of any such claims and may participate therein with its own counsel at its own expense. The maximum liability of either Buyer or Seller under this Article X shall be an amount equal to the Premium. No party shall be entitled to punitive damages under this Agreement.
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Procedure and Limitations. A Shareholder shall not sell, assign, or otherwise dispose of any of his shares of Corporation Stock in a Designated Sale without first giving written notice to the Corporation (the "Sale Notice") of the offer he has received and his intention to accept such offer. The Sale Notice shall (i) certify that the transferee's offer to purchase is a bona fide offer with capability to consummate; (ii) state the number of shares of Corporation Stock proposed to be disposed of and the amount of consideration offered; and (iii) provide the name and Social Security Account Number of the proposed transferee. The Corporation shall have, for a period of five (5) days after receipt of the Sale Notice (the "Option Period"), an option (the "Option") to purchase, at the price and on the same terms set forth in the Sale Notice, all but not part of the shares of Corporation Stock specified in the Sale Notice. The Option shall be exercised, if at all, by delivery of written notice of such exercise (the "Exercise Notice") within the Option Period to the Shareholder whose Corporation Stock is the subject of such Option (the "Selling Shareholder"). The Corporation shall pay the purchase price to the Selling Shareholder, and the Selling Shareholder shall deliver the shares of Corporation Stock being sold, within five (5) days of the delivery of the Exercise Notice to the Selling Shareholder. If the Option is not exercised, the Selling Shareholder may, at any time within thirty (30) days after expiration of the Option Period, sell or otherwise dispose of such Corporation Stock in a Designated Sale free and clear of all other terms and conditions of this Agreement, but only to the transferee and at the price contained in the Sale Notice, provided that if the purchase price to be paid for the Corporation Stock in such Designated Sale is based on the trading price of the Corporation Stock of such Designated Sale as quoted on the OTC Bulletin Board or such other national or regional exchange on which the Corporation Stock is then traded and the Option is not exercised, the Selling Shareholder may sell or otherwise dispose of such Corporation Stock and shall not be required to deliver to the Corporation an additional Sale Notice if the trading price of the Corporation Stock has changed during the period from the date of delivery of the Sale Notice to the closing of such Designated Sale. If such sale or disposition is not made within such 30-day period, any shares of Corporation Stock not...
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Procedure and Limitations. No indemnification will be provided under Sections 15(a) or 15(b) unless the amount of any claim or aggregate claims exceeds $25,000, and then only to the extent of such excess. Any indemnified party will give the indemnitor prompt notice of any claim hereunder; provided, the failure to give such notice will not affect the right to indemnification hereunder unless the indemnitor was materially prejudiced by such failure. The indemnitor will have the right to defend at its own expense any claim for which the indemnitor is liable hereunder, but no settlement or compromise of such claim may be effected which materially affects the indemnified party without its consent thereto, which will not be unreasonably withheld. The indemnified party will cooperate with the indemnitor in the defense of any such claims and may participate therein with its own counsel at its own expense.
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Procedure and Limitations. (1) Employees may arrange for the donation of days in advance of the need of the recipient employee, but only for a specified, known illness or injury.
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Related to Procedure and Limitations

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  • Compensation and Limitation of Liability 14 Section 1.

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  • Standard of Care and Limitation of Liability The Portfolio Manager shall exercise its best judgment in rendering the services provided by it under this Agreement. The Portfolio Manager shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust or the Fund or the holders of the Fund's shares in connection with the matters to which this Agreement relates, provided that nothing in this Agreement shall be deemed to protect or purport to protect the Portfolio Manager against any liability to the Trust, the Fund or to holders of the Fund's shares to which the Portfolio Manager would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or by reason of the Portfolio Manager's reckless disregard of its obligations and duties under this Agreement. As used in this Section 7, the term "Portfolio Manager" shall include any officers, directors, employees or other affiliates of the Portfolio Manager performing services with respect to the Trust or the Fund.

  • Disclaimer and Limitation of Liability THE COMPETITION MATERIALS ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOUR USE THE COMPETITION MATERIALS IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SPONSOR DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE AGGREGATE LIABILITY OF THE COMPETITION PARTIES (AS DEFINED IN THE OFFICIAL RULES) (JOINTLY) ARISING OUT OF OR RELATING TO THIS AGREEMENT AND YOUR PARTICIPATION IN THE COMPETITION EXCEED $10. EACH PROVISION OF THIS AGREEMENT AND THE COMPETITION RULES THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE TERMS OFFERED BY SPONSOR TO PARTICIPANT AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT. THE LIMITATIONS IN THIS AGREEMENT AND THE COMPETITION RULES WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THIS AGREEMENT OR THE COMPETITION RULES.

  • Restrictions and Limitations (a) Except as hereinafter provided, no officer or Trustee of the Trust, no officer, director, or stockholder (or partner of a stockholder) of the investment adviser of the Trust (as that term is defined in the 0000 Xxx) or of any underwriter of the Trust, and no investment adviser or underwriter of the Trust shall take long or short positions in the securities issued by the Trust. The foregoing provision shall not prevent the purchase from the Trust of shares of any series issued by the Trust by any person at the price available to shareholders of the Trust generally at the time of such purchase, or as described in the current Prospectus of the Trust, or prior to commencement of the public offering of shares of the Trust, at the net asset value of such shares.

  • Indemnification and Limitation on Liability 1. Seller agrees to indemnify and hold harmless JPMS and its directors, officers, employees and affiliates from and against all claims, losses, damages and liabilities (including without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) arising out of or attributable to JPMS’s actions taken or not taken in compliance with this Sales Plan or arising out of or attributable to any breach by Seller of this Sales Plan (including Seller’s representations and warranties hereunder) or any violation by Seller of applicable laws or regulations. This indemnification shall survive termination of this Sales Plan. Notwithstanding the foregoing, Seller shall have no indemnification obligation to the extent any claims, losses, damages or liabilities are due to the gross negligence, recklessness or willful misconduct of JPMS or any other indemnified person.

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  • 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.

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