Certain Limitations and Conditions Clause Samples

The 'Certain Limitations and Conditions' clause sets specific boundaries and requirements on the rights, obligations, or actions of the parties under the agreement. Typically, this clause outlines restrictions such as caps on liability, exclusions of certain types of damages, or prerequisites that must be met before a party can exercise a right or remedy. For example, it may state that a party's liability is limited to direct damages only, or that certain benefits are contingent upon compliance with specified procedures. The core function of this clause is to manage risk and clarify the extent of each party's responsibilities, thereby preventing misunderstandings and limiting potential disputes.
Certain Limitations and Conditions. (a) On and after the Trigger Date, GE shall have no obligation under this Agreement (i) to notify Company and its Subsidiaries’ of any changes or proposed changes to any of the GE Materials, (ii) to include Company and its Subsidiaries’ in any consideration of proposed changes to any of the GE Materials, (iii) to provide draft changes of any of the GE Materials to Company and its Subsidiaries for review or comment, or (iv) to Company and its Subsidiaries’ with any updated materials relating to any of the GE Materials. (b) The parties hereto acknowledge and agree that, except as expressly set forth above in this Article IV, GE reserves all rights in, to and under, including all Intellectual Property rights with respect to, the GE Materials and no rights with respect to ownership or use shall vest in Company and its Subsidiaries. Further, Company and its Subsidiaries agree to use the same degree of care that Company and its Subsidiaries use with respect to their own information and materials of a similar nature, but in no event less than a reasonable degree of care, to ensure that the GE Materials are not used for any purpose other than the purposes set forth above. Company and its Subsidiaries will allow GE reasonable access to personnel and information as reasonably necessary to determine Company’s and its Subsidiaries’ compliance with the provisions set forth above. If the Company and its Subsidiaries cease to avail themselves of any of the GE Materials referred to in this Article IV or upon expiration of any period during which the Company and its Subsidiaries are permitted to use any of the GE Materials, GE and the Company shall cooperate in good faith to take reasonable appropriate actions to effectuate such cessation or expiration and protect GE’s and its Affiliates’ rights and interests in the GE Materials. (c) It is understood and agreed that GE makes no representation or warranty as to the suitability of the GE Materials for use by Company and its Subsidiaries or any of their respective divested businesses. (d) On and after the Trigger Date, and except as set forth in Section 2.A.1 of the Transitional Trademark License Agreement, notwithstanding anything in this Agreement to the contrary, the text of any Company Accounting Policies and Company Policies and Training Materials shall not contain (i) any references to GE or its Affiliates, GE or its Affiliates’ publications, GE or its Affiliates’ personnel (including, without limitation, senior managem...
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Certain Limitations and Conditions. The indemnification obligations of the Parties under Section 7.02 and Section 7.03 shall be subject to the following limitations: (a) Except in the case of Intentional Breach or fraud, Sellers shall not be liable to the Buyer Indemnified Parties for indemnification under Section 7.02(a)(i) (other than with respect to Fundamental Representations and Tax Representations) until the aggregate amount of all Losses of the Buyer Indemnified Parties for which indemnification would otherwise be available under Section 7.02(a)(i) (including with respect to Fundamental Representations and Tax Representations) exceeds $260,000 (the “Basket Amount”), and then only to the extent that such Losses exceed the Basket Amount. (b) The aggregate amount of all Losses for which the Sellers shall be liable pursuant to Section 7.02(a)(i) shall not exceed $260,000 (the “Cap”); provided, however, the Cap shall not apply to (i) any claim for Intentional Breach or fraud or (ii) any inaccuracy or breach of the Fundamental Representations or the Tax Representations. Except in the case of Intentional Breach or fraud, the aggregate amount of all Losses for which Sellers shall be liable pursuant to Section 7.02(a)(i) for any inaccuracy or breach of the Fundamental Representations or the Tax Representations shall not exceed the Base Purchase Price. (c) Except in the case of Intentional Breach or fraud, the aggregate amount of all Losses for which any Seller shall be liable with respect to all claims for indemnification under Section 7.02(b)(i) shall not exceed such Seller’s Allocable Portion of the Base Purchase Price. Except in the case of Intentional Breach or fraud, the aggregate amount of Losses for which all Sellers shall be liable under Section 7.02 shall not exceed the Base Purchase Price. (d) Except in the case of Intentional Breach or fraud, Buyer shall not be liable to the Seller Indemnified Parties for indemnification under Section 7.03(a) (including with respect to Fundamental Representations) until the aggregate amount of all Losses of the Seller Indemnified Parties for which indemnification would otherwise be available under Section 7.03(a) (including with respect to Fundamental Representations) exceeds the Basket Amount, and then only to the extent that such Losses exceed the Basket Amount. (e) The aggregate amount of all Losses for which the Buyer shall be liable pursuant to Section 7.03(a) shall not exceed the Cap; provided, however, the Cap shall not apply to (i) any claim...
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Related to Certain Limitations and Conditions

  • Limitations and Conditions on Benefits The benefits and payments provided under this Agreement shall be subject to the following terms and limitations:

  • Certain Limitations The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) Seller and SED shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) exceeds $500,000 (the “Basket”), in which event Seller shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller and SED shall be liable pursuant to Section 8.02(a) shall not exceed 100% of the nominal value of the Purchase Price set forth in Section 2.02 (as adjusted pursuant to Section 2.04) (the “Cap”). (b) Buyer and DSS shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.03, Section 3.20, Section 3.22, Section 3.28, Section 4.01 and Section 4.05. (d) For purposes of this ARTICLE VIII, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Company Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.

  • Restrictions and Conditions (a) Any book entries for the shares of Restricted Stock granted herein shall bear an appropriate legend, as determined by the Administrator in its sole discretion, to the effect that such shares are subject to restrictions as set forth herein and in the Plan. (b) Shares of Restricted Stock granted herein may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of by the Grantee prior to vesting. (c) If the Grantee’s employment with the Company and its Subsidiaries is voluntarily or involuntarily terminated for any reason (including death) prior to vesting of shares of Restricted Stock granted herein, all shares of Restricted Stock shall immediately and automatically be forfeited and returned to the Company.

  • Conditions and Limitations The admission of any Person as a Substituted Member or an Additional Member shall be conditioned upon (i) such Person’s written acceptance and adoption of all the terms and provisions of this Agreement, either by (A) execution and delivery of a counterpart signature page to this Agreement countersigned by the Managing Member on behalf of the Company or (B) any other writing evidencing the intent of such Person to become a Substituted Member or an Additional Member and such writing is accepted by the Managing Member on behalf of the Company.

  • Restrictions and Limitations (a) The Trust shall not lend assets of the Trust to any officer or Trustee of the Trust or to any officer, director, or stockholder (or partner of a stockholder) of, or person financially interested in, the investment adviser or any underwriter of the Trust, or to the investment adviser of the Trust or to any underwriter of the Trust. (b) The Trust shall not restrict the transferability or negotiability of the shares of the Trust, except in conformity with the statements with respect thereto contained in the Trust's Registration Statement, and not in contravention of such rules and regulations as the SEC may prescribe. (c) The Trust shall not permit any officer or Trustee of the Trust, or any officer, director, or stockholder (or partner of a stockholder) of the investment adviser or any underwriter of the Trust to deal for or on behalf of the Trust with himself as principal or agent, or with any partnership, association or trust in which he has a financial interest; provided that the foregoing provisions shall not prevent, to the extent consistent with applicable securities laws: (1) officers and Trustees of the Trust from buying, holding, redeeming, or selling shares in the Trust, or from being officers, directors, or stockholders (or partners of a stockholder) of or otherwise financially interested in the investment adviser or any underwriter of the Trust; (2) purchases or sales of securities or other property by the Trust from or to an affiliated person or to the investment adviser or any underwriter of the Trust, if such transactions are not prohibited by the 1940 Act or have been exempted by SEC order from the prohibitions of the 1940 Act; (3) purchases of investments for the portfolio of the Trust through a securities dealer who is, or one or more of whose partners, stockholders, officers, or directors is, an officer or Trustee of the Trust, if such transactions are handled in the capacity of broker only and commissions charged do not exceed customary brokerage charges for such services; (4) employment of legal counsel, registrar, transfer agent, dividend disbursing agent, or custodian who is, or has a partner, stockholder, officer, or director who is, an officer or Trustee of the Trust, if only customary fees are charged for services to the Trust; (5) sharing statistical research, legal and management expenses and office hire and expenses with any other investment company in which an officer or Trustee of the Trust is an officer, trustee, or director or otherwise financially interested.