Effect of Exceeding the Opt Clause Samples

The "Effect of Exceeding the Opt" clause defines what happens if a party surpasses a specified limit or threshold, often referred to as the "Opt." In practice, this clause outlines the consequences or adjustments that occur when usage, costs, or another measurable factor exceeds the agreed-upon maximum. For example, if a service contract sets a monthly usage cap, this clause would detail additional charges or service restrictions triggered by exceeding that cap. Its core function is to manage expectations and allocate responsibility when limits are breached, thereby preventing disputes and ensuring both parties understand the implications of overuse.
Effect of Exceeding the Opt. Out Threshold (1) Notwithstanding any other provision in the Agreement, Penn West, in its sole discretion, may elect to terminate the Agreement if the Opt-Out Threshold is exceeded provided its election is made within twenty (20) days of receiving notice from both ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ and Class Counsel notifying them of the information described in section 11.3. If Penn West does not elect to terminate the Agreement within this period, its right to terminate the Agreement pursuant to the provisions of this section will expire. (2) If the Opt-Out Threshold is not exceeded, Penn West’s right to terminate the Agreement pursuant to the provisions of this section is inoperative.
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Effect of Exceeding the Opt. Out Threshold (1) Notwithstanding any other provision in the Agreement, Concordia, in its sole discretion, may elect to terminate the Agreement if the Opt-Out Threshold is exceeded provided its election is made within twenty (20) days of receiving notice from both ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇▇ and Class Counsel notifying them of the information described in section 11.3. If Concordia does not elect to terminate the Agreement within this period, its right to terminate the Agreement pursuant to the provisions of this section will expire. (2) If the Opt-Out Threshold is not exceeded, Concordia’s right to terminate the Agreement pursuant to the provisions of this section is inoperative.
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Effect of Exceeding the Opt. Out Threshold (1) Notwithstanding any other provision in the Agreement, the Defendants, in their sole discretion, may elect to terminate the Agreement if the total number of Eligible Securities held by Opt-Out Parties exceeds the Opt-Out Threshold, provided that their election is made within thirty (30) days of being notified by either the Referee or Class Counsel of the information described in section 11.
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Effect of Exceeding the Opt. Out Threshold, Conditions Precedent and Right to Terminate (1) Notwithstanding any other provision in this Agreement, the Settling Defendants in their sole discretion, may elect to terminate this Agreement if the total number of Eligible Shares held by Opt-Out Parties exceed the Opt-Out Threshold, provided that their election is made within twenty (20) days of Class Counsel notifying them of the number of Opt-Outs pursuant to Section 9.2 after which date their right to terminate this Agreement will have expired. (2) The right of termination provided in Section 10.2(1) shall be effected only in the event that all of the Settling Defendants elect to terminate in accordance with the terms of that provision. (3) If the Opt-Out Threshold is not exceeded, the Settling Defendants’ right to terminate this Agreement pursuant to the provisions of this Section is inoperative and of no force and effect. (4) The Opt-Out Threshold shall be stated in the Collateral Agreement signed contemporaneously with the execution of this Agreement. The Collateral Agreement will state the Opt-Out Threshold shall be kept confidential by the Parties and their counsel, and may be shown to the Court but shall not be otherwise disclosed, unless disclosure is ordered by the Court.
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Effect of Exceeding the Opt. Out Threshold (1) Notwithstanding any other provision in the Agreement, the Defendants, in their sole discretion, may elect to terminate the Agreement if the total number of Eligible Shares held by Opt-Out Parties exceeds the Opt-Out Threshold, provided that their election is made within thirty (30) days of being notified by either ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ or Class Counsel of the information described in section 11.3. If the Defendants do not elect to terminate the Agreement within this period, their right to terminate the Agreement pursuant to the provisions of this section will have expired. (2) The Opt-Out Threshold shall be stated in the Collateral Agreement signed contemporaneously with the execution of this Agreement. The Opt-Out Threshold stated in the Collateral Agreement shall be kept confidential by the Parties and their counsel, and may be disclosed to the Court, if requested, but shall not be otherwise disclosed, unless disclosure is ordered by the Court.
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Related to Effect of Exceeding the Opt

  • Limitation of Liability of Sub-Adviser and Indemnification Sub-Adviser shall not be liable for any costs or liabilities arising from any error of judgment or mistake of law or any loss suffered by the Fund or the Trust in connection with the matters to which this Contract relates except a loss resulting from willful misfeasance, bad faith or gross negligence on the part of Sub-Adviser in the performance by Sub-Adviser of its duties or from reckless disregard by Sub-Adviser of its obligations and duties under this Contract. Any person, even though also an officer, partner, employee, or agent of Sub-Adviser, who may be or become a Trustee, officer, employee or agent of the Trust, shall be deemed, when rendering services to a Fund or the Trust or acting with respect to any business of a Fund or the Trust to be rendering such service to or acting solely for the Fund or the Trust and not as an officer, partner, employee, or agent or one under the control or direction of Sub-Adviser even though paid by it.

  • Limitation of Liability of Sub-Adviser (a) The Sub-Adviser shall be liable for losses resulting from its own acts or omissions caused by the Sub-Adviser’s willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or its reckless disregard of its duties under this Agreement, and nothing herein shall protect the Sub-Adviser against any such liability to the shareholders of the Fund or to the Adviser. Except as provided in the previous sentence, the Sub-Adviser shall not be liable to the Fund or to any shareholder of the Fund or to the Adviser for any claim or loss arising out of any investment or other act or omission in the performance of the Sub-Adviser’s duties under this Agreement, or for any loss or damage resulting from the imposition by any government of exchange control restrictions which might affect the liquidity of the Fund’s assets maintained with custodians or securities depositories in foreign countries, or from any political acts of any foreign governments to which such assets might be exposed, or for any tax of any kind (other than taxes on the Sub-Adviser’s income), including without limitation any statutory, governmental, state, provincial, regional, local or municipal imposition, duty, contribution or levy imposed by any government or governmental agency upon or with respect to such assets or income earned with respect thereto (collectively “Taxation”). Notwithstanding the foregoing sentence and the provisions of Section 5(b), the Sub-Adviser shall be liable for taxes or tax penalties incurred by the Fund, or by any legal or beneficial owner of the Fund’s shares, for any failure of the Portfolio to qualify as a regulated investment company under Subchapter M, or to meet the diversification requirements of Section 817(h), of the Internal Revenue Code of 1986, as amended, to the extent resulting from the Sub-Adviser’s management of the Portfolio. (b) In the event the Sub-Adviser is assessed any Taxation in respect of the assets, income or activities of the Portfolio, the Adviser and the Fund jointly will indemnify the Sub-Adviser for all such amounts wherever imposed, together with all penalties, charges, costs and interest relating thereto and all expenditures, including reasonable attorney’s fees, incurred by the Sub-Adviser in connection with the defense or settlement of any such assessment. The Sub-Adviser shall undertake and control the defense or settlement of any such assessment, including the selection of counsel or other professional advisers, provided that the selection of such counsel and advisers and the settlement of any assessment shall be subject to the approval of the Adviser and the Fund, which approvals shall not be unreasonably withheld. The Adviser and the Fund shall have the right to retain separate counsel and assume the defense or settlement on behalf of the Adviser and the Fund, as the case may be, of any such assessment if representation of the Adviser and the Fund by counsel selected by the Sub-Adviser would be inappropriate due to actual or potential conflicts of interest.

  • Limitation of Liability of JCM JCM shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission taken with respect to the Trust, except for willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder and except to the extent otherwise provided by law. As used in this Section 14, "JCM" shall include any affiliate of JCM performing services for the Trust contemplated hereunder and directors, officers and employees of JCM and such affiliates.

  • Limitation of Liability of Manager As an inducement to your undertaking to render services pursuant to this Agreement, the Trust agrees that you shall not be liable under this Agreement for any error of judgment or mistake of law or for any loss suffered by the Fund 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 you against any liability to the Trust, the Fund or its shareholders to which you would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of your duties, or by reason of your reckless disregard of your obligations and duties hereunder.

  • Limitation of Liability of Trust ▇▇▇▇▇ ▇▇▇▇▇ expressly acknowledges the provision in the Declaration of Trust of the Trust limiting the personal liability of the Trustees of the Trust and the shareholders of the Fund, and ▇▇▇▇▇ ▇▇▇▇▇ hereby agrees that it shall have recourse to the Trust or the Fund for payment of claims or obligations as between the Trust or the Fund and ▇▇▇▇▇ ▇▇▇▇▇ arising out of this Agreement and shall not seek satisfaction from the Trustees or shareholders or any Trustee of the Trust or shareholder of the Fund.