Limitation on Clause Samples
A Limitation on clause serves to restrict or cap certain rights, obligations, or liabilities within an agreement. In practice, this clause might set maximum financial exposure for one party, limit the scope of services provided, or specify boundaries on the use of confidential information. Its core function is to manage risk and prevent excessive or unforeseen burdens by clearly defining the extent to which a party is responsible or obligated under the contract.
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Limitation on ineffectiveness under subsections 1 and 3. To the extent that a term in a promissory note or in an agreement between an account debtor and a debtor which relates to a health care insurance receivable or general intangible or a rule of law, statute, or regulation described in subsection 3 would be effective under law other than this Article but is ineffective under subsection 1 or 3, the creation, attachment, or perfection of a security interest in the promissory note, health care insurance receivable, or general intangible:
a. is not enforceable against the person obligated on the promissory note or the account debtor;
b. does not impose a duty or obligation on the person obligated on the promissory note or the account debtor;
c. does not require the person obligated on the promissory note or the account debtor to recognize the security interest, pay or render performance to the secured party, or accept payment or performance from the secured party;
d. does not entitle the secured party to use or assign the debtor’s rights under the promissory note, health care insurance receivable, or general intangible, including any related information or materials furnished to the debtor in the transaction giving rise to the promissory note, health care insurance receivable, or general intangible;
e. does not entitle the secured party to use, assign, possess, or have access to any trade secrets or confidential information of the person obligated on the promissory note or the account debtor; and
f. does not entitle the secured party to enforce the security interest in the promissory note, health care insurance receivable, or general intangible.
Limitation on. SECTION 7(a) - The provisions of Section 7 shall not apply to any Development meeting the following conditions: (i) such Development was developed entirely on the Employee's own time without the use of any Company equipment, supplies, facility or trade secret information; and (ii) such Development does not relate directly or significantly to the business of the Company to the Company's actual or demonstrably anticipated research or development; or result from any work performed by the Employee for the Company.
Limitation on. [***] for [***]. In no event will the [***] under [***] and [***] in any given period [***] for such Product.
Limitation on. ACCELERATION For so long as any Loan Obligations are outstanding, the Permitted Subordinated Debt may not be declared to be due and payable before its stated maturity unless all Loan Obligations have become due and payable (whether automatically or by acceleration) before its stated maturity and such acceleration has not been rescinded.
Limitation on. Each SIG Party agrees that during the Term (excluding any Phase-Out Period) applicable with respect to such SIG Party, such SIG Party will not [*****].
Limitation on. Transactions with Shareholders and ------------------------------------------------ Affiliates. ---------- The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company or with any Affiliate of the Company or any Restricted Subsidiary, unless:
(i) such transaction or series of transactions is on terms no less favorable to the Company or such Restricted Subsidiary than those that could be obtained in a comparable arm's-length transaction with a Person that is not such a holder or an Affiliate,
(ii) if such transaction or series of transactions involves aggregate consideration in excess of $5.0 million, then such transaction or series of transactions is approved by a majority of the Board of Directors of the Company, including the approval of a majority of the independent, disinterested directors, and is evidenced by a resolution of the Board of Directors of the Company, and
(iii) if such transaction or series of transactions involves aggregate consideration in excess of $25.0 million, then the Company or such Restricted Subsidiary will deliver to the Trustee a written opinion as to the fairness to the Company or such Restricted Subsidiary of such transaction from a financial point of view from a nationally recognized investment banking firm (or, if an investment banking firm is generally not qualified to give such an opinion, by a nationally recognized appraisal firm or accounting firm). Any such transaction or series of transactions shall be conclusively deemed to be on terms no less favorable to the Company or such Restricted Subsidiary than those that could be obtained in an arm's-length transaction if such transaction or transactions are approved by a majority of the Board of Directors of the Company, including a majority of the independent, disinterested directors, and are evidenced by a resolution of the Board of Directors of the Company. The foregoing limitation does not limit, and will not apply to (i) any transaction between the Company and any of its Restricted Subsidiaries or between Restricted Subsidiaries; (ii) the payment of reasonable and customary regular fees to directors of the Company who are not employees of the Company; (iii) any...
Limitation on. Obligations The obligations of the recipient specified above shall not apply to any Proprietary Information to the extent that such Information:
a. is known by or in the possession of the recipient prior to disclosure in accordance with this Agreement, provided that, the Information is not known by the recipient to be subject to another
Limitation on the Lenders’ control over German Obligors
(a) The provisions of Clause 23.12 (Merger) and Clause 23.13 (Change of business) (the “Relevant Restrictive Undertakings”) shall only apply to each German Obligor in the following manner:
(i) each German Obligor shall give the Agent no less than twenty Business Days’ prior written notice of the intention of it to carry out any acts or take any steps inconsistent with the Relevant Restrictive Undertakings;
(ii) the Agent shall be entitled within ten Business Days of receipt of such a notice from a German Obligor to request that such German Obligor supply the Agent with any relevant information in connection with the proposed action or steps referred to in such notice; and
(iii) the Agent shall, if it decides that the proposed action or steps set out in such notice would reasonably be expected to be materially prejudicial to the interests of the Finance Parties under the Finance Documents, notify the relevant German Obligor of such a decision within twenty Business Days of its receipt of such a notice.
(b) If:
(i) the Agent notifies a German Obligor that the proposed action or steps set out in a notice delivered by such German Obligor pursuant to paragraph (a) above would reasonably be expected to be materially prejudicial to the interests of the Finance Parties under the Finance Documents; and
(ii) the relevant German Obligor nevertheless proceeds to carry out such proposed action or steps, the Agent shall be entitled to (and, if so instructed by the Majority Lenders, shall) exercise all or any of its rights under Clause 24.15 (Acceleration).
Limitation on. INDEBTEDNESS Borrower and its Subsidiaries shall not incur, create, contract, waive, assume, have outstanding, guarantee or otherwise be or become, directly or indirectly, liable in respect of any Indebtedness, except:
(a) Indebtedness arising out of this Loan Agreement or otherwise contemplated herein;
(b) Indebtedness secured by the Permitted Liens;
(c) Current liabilities for accounts payable or obligations accrued (other than for borrowed funds or purchase money obligations) and incurred in the ordinary course of business, and for taxes and assessments; or
(d) Indebtedness as listed on Exhibit 4.05.
Limitation on. Where the hours worked by a part-time employee exceeds four (4) hours in any one (1) day or eight (8) hours in any one (1) calendar week, the Company will, upon receipt of a grievance, pay to the senior employee who files such grievance who would have been available to perform such work, an amount equal to the time worked by the part-time employee in excess of the daily or weekly limitation. Where the hours of work of a part-time employee exceeds eight (8) hours in any one (1) calendar week, such person shall be considered a probationary and the conditions of this Agreement shall then apply. The Company agrees not to use back to back shifts of part-time employees in place of regular employees and nothing in this Article will be used to defeat the hiring of regular employees providing such are available.