Additional Limits Clause Samples

Additional Limits. In no event shall OCF’s aggregate liability under this CTLA to Licensee, any Affiliates or any other third person(s), exceed the amount of fees actually paid by Licensee to OCF under this CTLA, or in the case of OCF Members, the current, paid OCF Membership fees.
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Additional Limits. The amount of any Loss for which indemnification is provided under this Article 13 will be net of (and the cumulative amount of all Losses for the purposes of determining the Deductible and the Cap Amount will be net of): (1) any amount reflecting Losses specifically reflected in the calculation of the Closing Working Capital on the Final Working Capital Statement, (2) any amount actually received by the Indemnitee or paid to Third Parties on behalf of the Indemnitee under insurance policies of the Indemnitee with respect to such Loss (and the Indemnitee will be required to submit a claim under such insurance policies with respect to such Loss), (3) any Tax savings attributable to any deduction, credit or other tax benefit actually realized by the Indemnitee with respect to such Loss (“Tax Benefits”) and (4) the amount of any benefit to, or saving for, actually realized by the Indemnitee as a result of the payment or settlement of any item giving rise to such claim. In computing the amount of any Tax Benefit, the Indemnitee shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any item arising from the receipt of any indemnification payment hereunder or the incurrence or payment of any indemnified Loss; provided, that, if a Tax Benefit is not realized in the taxable period during which an Indemnitor makes an indemnification payment or the Indemnitee incurs or pays any Loss, the parties hereto shall thereafter make payments to one another at the end of each subsequent taxable period to reflect the net Tax Benefits realized by the parties hereto in each such subsequent taxable period. For purposes of determining the amount of Loss arising from a breach of or inaccuracy in any representation, warranty, covenant or agreement, but not for the purposes of determining whether any such representation, warranty, covenant or agreement has been breached or is inaccurate, limitations or qualifications as to dollar amount, materiality or Material Adverse Effect (or similar concept) set forth in such representation, warranty, covenant or agreement shall be disregarded. Notwithstanding any other provision in this Agreement, with respect to the Lake Forest Liability (as defined in Section 1.01(r) of the Disclosure Letter), Seller’s obligation to indemnify, defend or hold harmless the Purchaser Indemnitees shall also be governed by the terms of the Warranty Claims Indemnity Agreement and shall not be subject to the Deduc...
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Additional Limits. Notwithstanding any other provision contained in this Agreement, in no event shall Seller, Buyer or their respective Affiliates be liable for any special, punitive, incidental, or consequential losses, damages or expenses including without limitation loss of profits. THE FOREGOING LIMITATIONS ON LIABILITY IN THIS SECTION 5.5 EXPRESSLY APPLY IN THE EVENT OF THE NEGLIGENCE OF THE PARTY WHOSE LIABILITY IS WAIVED OR LIMITED AND SHALL INURE TO THE BENEFIT OF THE RESPECTIVE MANAGERS, OFFICERS, DIRECTORS, MEMBERS, SHAREHOLDERS EMPLOYEES, AGENTS AND REPRESENTATIVES OF THE PARTIES AND THEIR RESPECTIVE AFFILIATES. SHOULD THE LIMITATIONS ON LIABILITY BE HELD INVALID OR UNENFORCEABLE SUCH PROVISION SHALL BE DEEMED REPLACED BY A VALID AND ENFORCEABLE PROVISION AND IN SUCH EVENT, ANY COST INCURRED BY A BENEFICIARY NOT COVERED BY THE MODIFIED PROVISION TO THE FULL EXTENT INTENDED HEREBY SHALL ENTITLE SELLER OR BUYER, AS APPLICABLE, TO AN ADJUSTMENT TO THE PURCHASE PRICE IN THE AMOUNT OF SUCH COST.
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Additional Limits. At our discretion we may refuse to pay any check presented for payment through an ATM transaction. For security reasons we may impose additional limits on the number and dollar amount of transactions you can perform using your card, and we can impose additional security restrictions on check cashing, “split” deposits, and “cash-back” deposit transactions. ATM FEES. Fees may apply to ATM transactions at First Citizens and non-First Citizens ATMs.
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Additional Limits. Notwithstanding any other provision of this Agreement, the amount of any Loss for which indemnification is provided under this Article 13 will be reduced (i) by any amount actually received by the Indemnitee or paid to Third Parties on behalf of Indemnitee under insurance policies of the Indemnitor with respect to such Loss (and the Indemnitee will cooperate if Indemnitor requests that Indemnitee submit a claim under such insurance policies with respect to such Loss); (ii) by any Tax savings attributable to any deduction, expense, loss, credit or refund to the Indemnitee or its Affiliates as a result of the Loss to the extent actually received (net of any Tax detriment attributable to such indemnification), and (iii) by the amount of any benefit to, or saving for, the Indemnitee as a result of the payment or settlement of any item giving rise to such claim; and (iv) to the extent that the Indemnitee has failed to take all reasonable actions to mitigate its Loss. In determining the amount of any Tax savings actually realized by an Indemnitee or its Affiliates, taxable income shall be determined on the basis of the Tax liability of such Person with and without regard to the Loss to which such Indemnitee applies.
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Additional Limits. In no event shall the number of shares of Stock covered by Options or other Awards granted to any one person in any one calendar year exceed 1,250,000 shares of Stock (subject to adjustment pursuant to Section 8 of the Plan, except that any such adjustment shall not apply for the purpose of Awards to covered employees within the meaning of Section 162(m) of the Code intended to be or otherwise qualifying as Qualified Performance-Based Awards), and the maximum aggregate amount of cash that may be paid in cash during any calendar year with respect to one or more Awards payable in cash shall be $2,000,000; provided, however, that the foregoing limitations shall not apply prior to the Public Trading Date and, following the Public Trading Date, the foregoing limitations shall not apply until the earliest of: (a) the first material modification of the Plan (including any increase in the number of shares reserved for issuance under the Plan under Section 4); (b) the issuance of all of the shares of Stock reserved for issuance under the Plan; (c) the expiration of the Plan; (d) the first meeting of stockholders at which members of the Board are to be elected that occurs after the close of the third calendar year following the calendar year in which the Public Trading Date occurred; or (e) such other date required by Section 162(m) of the Code and the rules and regulations promulgated thereunder. To the extent required by Section 162(m) of the Code, shares of Stock subject to Awards which are canceled shall continue to be counted against the limits set forth herein.
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Additional Limits. In addition to the above individual and plan limits, if you contribute to the TDA Plan and also receive an allocation of contributions to a defined contribution plan maintained by you as a self-employed individual or by a business that you control, the contributions to the Bureau’s Tax Deferred Annuity Plan may be aggregated with such allocations when the annual limits of Section 415 of the Internal Revenue Code are applied. (For 2016, the Section 415 of the Internal Revenue Code limits the allocation that can be made to an individual’s account to a total of $53,000 for 2016 and $54,000 for 2017 (as adjusted in the future for cost-of-living changes). The limit does not apply to eligible catch-up contributions.) Please contact your personal tax advisor or a representative or a representative at Vanguard (tel # ▇▇▇-▇▇▇-▇▇▇▇), or TIAA (tel # ▇▇▇-▇▇▇-▇▇▇▇) if you have any questions regarding any of the above limits.
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Related to Additional Limits

  • Additional Limitation (i) Anything in this Agreement to the contrary notwithstanding, in the event that the amount of any compensation, payment or distribution by the Company to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, calculated in a manner consistent with Section 280G of the Code, and the applicable regulations thereunder (the “Aggregate Payments”), would be subject to the excise tax imposed by Section 4999 of the Code, then the Aggregate Payments shall be reduced (but not below zero) so that the sum of all of the Aggregate Payments shall be $1.00 less than the amount at which the Executive becomes subject to the excise tax imposed by Section 4999 of the Code; provided that such reduction shall only occur if it would result in the Executive receiving a higher After Tax Amount (as defined below) than the Executive would receive if the Aggregate Payments were not subject to such reduction. In such event, the Aggregate Payments shall be reduced in the following order, in each case, in reverse chronological order beginning with the Aggregate Payments that are to be paid the furthest in time from consummation of the transaction that is subject to Section 280G of the Code: (1) cash payments not subject to Section 409A of the Code; (2) cash payments subject to Section 409A of the Code; (3) equity-based payments and acceleration; and (4) non-cash forms of benefits; provided that in the case of all the foregoing Aggregate Payments all amounts or payments that are not subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c) shall be reduced before any amounts that are subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c). (ii) For purposes of this Section 6(b), the “After Tax Amount” means the amount of the Aggregate Payments less all federal, state, and local income, excise and employment taxes imposed on the Executive as a result of the Executive’s receipt of the Aggregate Payments. For purposes of determining the After Tax Amount, the Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation applicable to individuals for the calendar year in which the determination is to be made, and state and local income taxes at the highest marginal rates of individual taxation in each applicable state and locality, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes.

  • Additional Limitations The issuance of ADSs against deposits of Shares generally or against deposits of particular Shares may be suspended, or the deposit of particular Shares may be refused, or the registration of transfer of ADSs in particular instances may be refused, or the registration of transfers of ADSs generally may be suspended, during any period when the transfer books of the Company, the Depositary, a Registrar or the Share Registrar are closed or if any such action is deemed necessary or advisable by the Depositary or the Company, in good faith, at any time or from time to time because of any requirement of law or regulation, any government or governmental body or commission or any securities exchange on which the ADSs or Shares are listed, or under any provision of the Deposit Agreement or the representative ADR(s), if applicable, or under any provision of, or governing, the Deposited Securities, or because of a meeting of shareholders of the Company or for any other reason, subject, in all cases, to Section 7.8.

  • Additional Limitation of Liability The parties hereto are expressly put on notice that a Certificate of Trust, referring to the Trust’s Agreement and Declaration of Trust (the “Certificate”), is on file with the Secretary of the State of Delaware. The Certificate was executed by a trustee of the Trust on behalf of the Trust as trustee, and not individually, and, as provided in the Trust’s Agreement and Declaration of Trust, the obligations of the Trust are not binding on the Trust’s trustees, officers or shareholders individually but are binding only upon the assets and property of the Trust, or the particular series in question, as the case may be. Further, the liabilities and obligations of any series of the Trust shall be enforceable only against the assets belonging to such series, and not against the assets of any other series.

  • Additional Limitations of Liability Except as otherwise provided under the ISO OATT, the NTO shall not be liable for any indirect, consequential, exemplary, special, incidental or punitive damages including, without limitation, lost revenues or profits, the cost of replacement power or the cost of capital, even if such damages are foreseeable or the damaged party has been advised of the possibility of such damages and regardless of whether any such damages are deemed to result from the failure or inadequacy of any exclusive or other remedy. The ISO shall not be liable to the NTO or any other party for any damages resulting from any act or omission in any way associated with this Agreement, except to the extent provided for under the ISO OATT.

  • Additional Limited Partners Subject to the other terms of this Agreement, the rights and obligations of an Additional Limited Partner to which Units are issued shall be set forth in such Additional Limited Partner’s Partner Agreement, the Unit Designation relating to the Units issued to such Additional Limited Partner or a written document thereafter attached to and made an exhibit to this Agreement, which exhibit shall be an amendment to this Agreement (but shall not require the approval of any Limited Partner) and shall be incorporated herein by this reference. Such rights and obligations may include, without limitation, provisions describing the vesting of the Units issued to such Additional Limited Partner and the reallocation of such Units or other consequences of the Withdrawal of such Additional Limited Partner other than due to a breach of any of the covenants in Section 2.13(b) or, if applicable, any of those provided in such Additional Limited Partner’s Partner Agreement.