Limitations and Qualifications. The foregoing opinion is subject to the following comments and qualifications:
Limitations and Qualifications. Notwithstanding any provision of this Section 9 to the contrary, the following limitations and qualifications shall apply to Incentive Bonuses and Partial Incentive Bonuses:
Limitations and Qualifications. In addition to the assumptions and qualifications set forth above, the foregoing opinions are also limited by the following qualifications:
Limitations and Qualifications. In addition to the assumptions set forth above, this opinion is subject to the exceptions, limitations, and qualifications set forth below:
Limitations and Qualifications. Our opinions expressed in Clause 4 above are subject to the following limitations and qualifications:
Limitations and Qualifications. The conclusions set forth in this opinion letter are subject to the following additional limitations and qualifications:
Limitations and Qualifications. The opinions expressed above are subject to the following exceptions and qualifications:
Limitations and Qualifications. Certain of the documents Reinsureds have provided to the Reinsurer are derived from data and information (collectively, the “Data”): (i) maintained in or compiled by certain automated systems and/or manual processes of the Reinsureds or their Affiliates that exist in their normal course of business (and the Reinsured is not aware, as of the Execution Date of this Reinsurance Agreement, of any significant deficiencies in the controls covering such systems or processes) and/or (ii) received by the Reinsureds directly or indirectly from third parties. For purposes of the representation in Section 8.2 of this Reinsurance Agreement, the term “reasonable inquiry” is not intended to be construed, and shall not be construed, to include an independent verification by Reinsureds of the accuracy, completeness or integrity of the Data. The representations and warranties given by Reinsureds herein with respect to any document supplied to the Reinsurer are limited by the actual knowledge of the individual who prepared it as of the time it was prepared and for the purposes of which it was prepared, and, subject to Section 8.1 of this Reinsurance Agreement, no additional representations or warranties are made as to the subject matter of such documents. As to documents created and maintained in the ordinary course of business and supplied to the Reinsurer, as opposed to documents created expressly for the Reinsurer, Reinsureds represent only that the individuals supplying such documents did not have reason to believe that the documents so supplied were materially inaccurate. Any limitations, qualifications or conditions that form part of any of the documents included in this Schedule 8.2 are expressly incorporated herein. When information set forth in materials listed on this Schedule 8.2 has been amended, modified or supplemented by other information listed on this Schedule 8.2, the representation in Section 8.2 of this Reinsurance Agreement is made solely as to such information as so amended, modified or supplemented. In implementation of this paragraph, the following documents supersede other documents supplied to Reinsurer, as indicated: • “Project Zenith - Berkshire Questions_asof_2017.01.13_v2.xlsx” supersedes “Project Zenith - Berkshire Questions_asof_2017.01.13.xlsx” (Folder 1.2) • “rough reconciliation 9-6-2016.xlsx” supersedes “rough reconciliation 8-26-2016.xlsx” and “rough reconciliation DRAFT 8-25-2016.xlsx” (Folder 1.3) • “13Jan2017_CY2016_Paid Data_Schedule_...
Limitations and Qualifications. 41 Section 9.6 Escrow................................................................43 Section 9.7 Escrow Period; Release From Escrow....................................43
Limitations and Qualifications. (a) Notwithstanding anything else set forth herein, an Indemnified Party shall not otherwise be entitled to any indemnification under this Article IX unless and until the Indemnified Parties shall have incurred Losses in the aggregate amount of at least an amount equal to the sum of $100,000 (the "Basket Amount"), in the aggregate, in which case an Indemnifying Party shall be liable to provide indemnification equal to the amount of the cumulative Losses, including the Basket Amount, subject in the case of an indemnifying Shareholder to the provisions of Section 9.6(c) below. An Indemnifying Party shall not be obligated to indemnify an Indemnified Party for Losses in excess of the Merger Consideration in the aggregate, and an indemnifying Shareholder shall not be obligated to indemnify an Indemnified Party for Losses in excess of the Merger Consideration received by such Shareholder (the "Shareholder Cap").
