Specific Limitations Clause Samples

Specific Limitations. A Unitholder (whether or not a Member) does not have the right, power or authority to: (1) reduce the Unitholder’s Capital Account, except as a result of the dissolution of the Company or as otherwise provided by law or in this Agreement; (2) make voluntary Capital Contributions to the Company except when authorized by the Board; (3) bring an action for partition against the Company or any Company assets; (4) cause the termination and dissolution of the Company, except as set forth in this Agreement; (5) require that any Distribution to the Unitholder be made in the form of property other than cash; (6) (in the Unitholder’s capacity as a Unitholder or Member) take part in or interfere in any manner with the management of the business and affairs of the Company; (7) (in the Unitholder’s capacity as a Unitholder or Member) act for or bind the Company notwithstanding Section 18-402 of the Act; and (8) have any contractual appraisal rights under Section 18-210 of the Act. Each Unitholder (whether or not a Member) by becoming a Unitholder shall have irrevocably waived each of the rights contained in clauses (1) through (8) of this Section 3.7(g).

Specific Limitations. The Sellers are not liable in respect of a Relevant Claim (other than a Tax Claim to which the limitations in paragraph 3 of Schedule 9 apply): 4.1 with respect to the Sellers’ Warranties, to the extent that the Buyer is aware, and has an appreciation, at or prior to the date of this Agreement, of facts and circumstances that might serve as the basis of or give rise to the Relevant Claim (it being understood, however, that the Buyer does not need to be aware that such facts and circumstances constitute a breach of a Sellers’ Warranty); 4.2 to the extent that facts and circumstances that might serve as the basis of the Relevant Claim would not have arisen but for, or any Loss related thereto was increased by (but only to the extent of such increase); 4.2.1 a voluntary act carried out after Completion (other than pursuant to the operation of the business of the Group Companies in the usual course) by a Buyer’s Group Undertaking or an employee of a Buyer’s Group Undertaking; or 4.2.2 the passing of, or a change in, a law, rule or regulation, the interpretation or application of a law, rule, regulation or administrative practice of a Governmental Entity after the date of this Agreement or an increase in the Tax rates or an imposition of Tax, in each case not in force (or in a manner different than) at the date of this Agreement; 4.3 to the extent that a Group Company has obtained a recovery against or from a person other than a Seller’s Group Undertaking in respect of the Loss claimed in the Relevant Claim, whether under a provision of any applicable law, rule or regulation, agreement, arrangement, undertaking, insurance policy or otherwise howsoever, but only to the extent of such recovery (it being understood that the Buyer shall use reasonable endeavours to pursue any such recoveries to which it may be entitled); 4.4 with respect to the Sellers’ Warranties, to the extent that the matter giving rise to the Relevant Claim was taken into account in computing the amount of an allowance, accrual, provision or reserve in the Accounts or was specifically referred to in the Accounts or in the notes to the Accounts, in each such case to the extent that the same was not reversed in accordance with generally accepted accounting principles; and 4.5 to the extent Tax of a Buyer’s Group Undertaking is actually reduced or eliminated by a Relief arising from the matter or any Event giving rise to the matter which gives rise to the Relevant Claim; provided, however, that, i...

Specific Limitations. (a) The Manager shall not take any of the following actions without the affirmative vote or written consent of all Investors pursuant to the procedures set forth in Article 15 of this Agreement: (1) Any act that would make it impossible to carry on the Fund's ordinary business; (2) Causing the dissolution or termination of the Fund prior to the expiration of its term, except as provided under Article 14; (3) Possessing Fund Property or assigning rights in specific Fund Property for other than a Fund purpose; or (4) Constituting any other person as a Manager, except as provided in Article 14. (b) The Manager shall not take any action that would cause the Fund to be regulated as an "investment company" under the 1940 Act, nor will the Manager take any action that would cause the Fund to change its investment objectives and policies without the approval of Investors whose aggregate Capital Contributions constitute more than 50% of all Capital Contributions to the Fund at such time. (c) The Manager shall not sell, exchange, lease, mortgage, pledge or transfer all or a substantially all of the Fund's assets if not in the ordinary course of operation of Fund Property without the approval of a 50% of all Capital Contributions to the Fund at such time. (d) The Fund and the Fund's agents shall not take any action that is prohibited to the Manager by this or any other provision of this Agreement.

Specific Limitations. An Indemnifying Party shall not have any liability to the Indemnified Party under Article VIII of this Agreement to the extent any Losses arise from: (a) the passing of, or any change in, after the applicable Closing Date of any Applicable Law not announced prior to the date of this Agreement, including (without prejudice to the generality of the foregoing) any increase in the rates of Tax or any imposition of Tax or any withdrawal of relief from Tax not actually (or prospectively) in effect on such Closing Date; (b) any voluntary act, voluntary omission, transaction or agreement after the applicable Closing Date made by the Indemnified Party, other than pursuant to a legally binding commitment in place prior to such Closing Date; (c) any act, omission or transaction occurring before the applicable Closing Date directly as a result of the written request or written direction of the Indemnified Party; (d) if and to the extent that a specific allowance, provision or reserve has been made in the financial statements in respect of the matter to which such liability relates; (e) if and to the extent any breach or claim shall arise by reason of some liability of which at the time the breach is notified to the Indemnifying Party is contingent only, the Indemnifying Party shall not be under any obligation to make any payment thereunder until such time as the Indemnified Party has suffered a Loss; or (f) any change after the applicable Closing Date of any generally accepted interpretation or application of any legislation, or changes in the accounting policy, bases or practice of the Indemnified Party, unless any such changes have been publicly announced prior to the date hereof. The amount of any Losses payable by the Indemnifying Party under this Agreement shall be net of any (i) amounts actually recovered (and not subject to forfeiture or reimbursement) by Indemnified Party under applicable insurance policies or from any other Person alleged to be responsible therefor, and (ii) corresponding Tax benefits to the Indemnified Party arising from such Losses, provided that no such amounts shall reduce any amount recoverable under Article VIII hereof except to the extent that the Indemnified Party has already been compensated for any deductible under any insurance policy, any unrecoverable loss hereunder and the expenses of such recovery. In computing the amount of any such Tax benefit, the Indemnified Party shall be deemed to utilize, at such Indemnified Party’s aver...

Specific Limitations. The General Partner shall not, except as herein provided, without written consent of the Limited Partner: (a) Do any act in contravention of this Agreement; (b) Do any act which would make it impossible to carry on the ordinary business of the Partnership; (c) Confess a judgement against the Partnership; (d) Possess Partnership property, or assign its specific rights in specific Partnership property, for other than a Partnership purpose; (e) Admit a person as a General or Limited Partner.

Specific Limitations. The seller shall have no liability for damage resulting from improper installation or operation of the equipment, voltage surges, negligence of others, accidents, natural forces, damage during transit, or vandalism.

Specific Limitations. In the conduct of its duties hereunder, Operator shall not, without first obtaining the written consent of Owner:

Specific Limitations. 9.6.1 Neither Party shall be able to bring a claim against the other if and to the extent that: (a) the breach on which the claim is based occurs as a result of any legislation not in force at the date of this Agreement taking effect retrospectively, any increase in the rates of taxation in force at that date or as a consequence of a change in the interpretation of the law in any jurisdiction after the date of this Agreement, (b) the claim relates to any loss for which the Party is indemnified by insurance. 9.6.2 If a Party is prevented by clause 9.6.1 from bringing any claim in whole or in part, the losses, costs or damages the Party would have sought to recover in such claim shall not be taken into account when calculating the Minimum Liability. 9.6.3 No claim shall be made by a Party in relation to a fact, omission, if the Party has actual, constructive or imputed knowledge of the fact, omission, circumstance or occurrence at the time of execution of this Agreement.

Specific Limitations. The Warrantors are not liable in respect of a Warranty Claim: 4.1 to the extent that the matter giving rise to the Warranty Claim would not have arisen but for: 4.1.1 an action after Completion by, at the request or direction of, or with the consent of, the Investor (or any of its Affiliate) or a director, employee or agent of the Investor (or any of its Affiliate); or 4.1.2 the passing of, or a change in, a law, rule, regulation, interpretation of the law or administrative practice of a government, governmental department, agency or regulatory body after the date of this Agreement or an increase in the Tax rates or an imposition of Tax, in each case not actually or prospectively in force at the date of this Agreement; 4.2 to the extent that the matter giving rise to the Warranty Claim arises wholly or partially from an event before or after Completion at the request or direction of, or with the consent of, the Investor; 4.3 to the extent that the matter giving rise to the Warranty Claim was taken into account in computing the amount of an allowance, provision or reserve in the Accounts or was specifically referred to in the Accounts; or 4.4 to the extent that the matter giving rise to the Warranty Claim is a Tax liability of a Group Company arising because a Group Company’s assets are more than, or its liabilities are less than, were taken into account in computing the provision for Tax in the Accounts.