Further Limitations Clause Samples
Further Limitations. Geron shall not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or applicable securities laws; or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred in violation of any of the provisions of this Agreement or applicable securities laws.
Further Limitations. (a) The amount which the Indemnifying Party is required to pay to, for, or on behalf of the party seeking indemnification pursuant to this Article X and/or Article IX, shall be reduced by any federal, state, local or non-United States Income Tax benefit actually received by the party seeking indemnification applicable to the indemnifiable losses, damages, expenses, costs, Taxes, fines, penalties and fees of the party seeking indemnification, amounts paid in settlement and reasonable expenses (including, without limitation, reasonable expenses of investigation, attorney's fees, enforcement of this Agreement, defense fees, witness fees, court costs and disbursements of counsel and other professionals).
(b) The Indemnifying Party shall make any indemnification payments determined to be payable to the Indemnified Party hereunder without regard to any expectation that the Indemnified Party will recover insurance proceeds as a result of the matter giving rise to the claim for which indemnification payments are to be made. The Indemnified Party shall use its commercially reasonable efforts to seek to recover or make a claim for insurance proceeds as a result of any matter giving rise to an indemnification claim of the Indemnified Party against the Indemnifying Party. If the Indemnified Party receives any insurance proceeds as a result of the matter giving rise to any indemnification claim of the Indemnified Party prior to the date upon which the Indemnifying Party is given notice of such claim, the Indemnifying Party's indemnification obligation with respect to such claim shall be reduced by the amount of any such insurance proceeds actually received by the Indemnified Party. If the Indemnified Party receives any insurance proceeds as a result of the matter giving rise to any indemnification claim of the Indemnified Party against the Indemnifying Party after the Indemnifying Party has paid such indemnification claim to the Indemnified Party, then the Indemnified Party shall promptly turn over any such insurance proceeds received to the Indemnifying Party to the extent of the payments made by the Indemnifying Party to the Indemnified Party on the claim. For the purposes of this Section 10.2, the amount of any "insurance proceeds" received by the Indemnified Party shall be equal to the difference between (A) the actual amount of such proceeds and (B) the amount of incremental premium costs which are (i) incurred by the Indemnified Party during the five year period ...
Further Limitations. 11.3.1 NetWitness’ suppliers have no liability of any kind under the Agreement. Customer may not bring a claim directly against any of them under the Agreement. NetWitness’ liability with respect to any Third-Party Content used or made available as part of a Service Offering is subject to this Section 11.
11.3.2 Customer may not bring a claim under the Agreement more than eighteen (18) months after the cause of action arises.
Further Limitations. QUICK HEAL’S LIABILITY WITH RESPECT TO ANY OPEN SOURCE SOFTWARE OR COMMERCIAL THIRD PARTY PROGRAM OR COMPONENT, ON WHICH THE SOFTWARE RELIES TO PERFORM CERTAIN FUNCTIONALITY, SHALL BE SUBJECT TO THE PROVISIONS OF CLAUSE 9.1 (LIMITATION OF LIABILITY).
Further Limitations. All data and information transmissions via FAN Services are for informational purposes only, and are not intended to satisfy regulatory requirements or comply with any laws, rules, requirements or standards of any federal, state or local governmental authority, agency or industry regulatory body, including the securities industry. The Funds acknowledge and agree that their Users are responsible for verifying the accuracy and receipt of all data or information transmitted via FAN Services. Each Fund is responsible for advising its Users of their responsibility for promptly notifying the Transfer Agent of any errors or inaccuracies relating to shareholder data or information transmitted via FAN Services. The Agent agrees to disclose, upon the Funds’ request, the language contained in this subsection (f) on the DST FAN Web Site so that any User that accesses the DST FAN Web Site will be adequately apprised of the terms of this subsection (f) as it affects such User’s use of FAN Services.
Further Limitations. All data and information transmissions via FAN Mail Services are for informational purposes only, and are not intended to satisfy regulatory requirements or comply with any laws, rules, requirements or standards of any federal, state or local governmental authority, agency or industry regulatory body, including the securities industry. The Funds acknowledge and agree that the Recipients are responsible for verifying the accuracy and receipt of all data or information transmitted via FAN Mail Services. The Funds are responsible for advising the Recipients of their responsibility for promptly notifying the Agent or other appropriate transfer agent of any errors or inaccuracies relating to shareholder or contractholder data or other information transmitted via FAN Mail Services. The Agent agrees to disclose, upon the Funds’ requests, the language contained in this subsection (g) on the DST FAN Mail Site so that any User that accesses the DST FAN Web Site will be adequately apprised of the terms of this subsection (g) as it affects such User’s use of FAN Mail Services.
Further Limitations. RSA's suppliers have no liability of any kind under the Agreement. Customer may not bring a claim directly against any of them under the Agreement. RSA's liability with respect to any Third-Party Content used or made available as part of a Service Offering is subject to this Section 12.
Further Limitations. VMware’s licensors shall have no liability of any kind under this ▇▇▇▇ and VMware’s liability with respect to any third party software embedded in the Software shall be subject to Section 9.1 (Limitation of Liability). You may not bring a claim under this ▇▇▇▇ more than eighteen (18) months after the cause of action arises.
Further Limitations. This Section 8.02 shall supersede Section 9.03 of the Base Indenture, and any reference in the Base Indenture to Section 9.03 thereof shall be deemed to refer instead to this Section 8.
Further Limitations. Except for actions required to be taken by Buyer or the Target Companies pursuant to this Agreement or otherwise contemplated by this Agreement, Seller shall not have any liability under any provision of this Agreement for any Losses (a) to the extent that such Losses relate to actions taken or not taken by Buyer or the Target Companies after the Closing Date, or (b) to the extent the underlying liability was taken into account in computing any adjustment to the Purchase Price pursuant to Section 1.6.