Limitations and Qualifications Clause Samples
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Limitations and Qualifications. The indemnification provided for in Section 9.1(b) and Section 9.1(c) shall be subject to the following limitations and qualifications:
(i) Parent shall not be liable to the Buyer Indemnified Parties for indemnification under Section 9.1(b)(i) with respect to any Losses until the aggregate amount of all such Losses in respect of indemnification under Section 9.1(b)(i) exceeds sixty-seven thousand five hundred Dollars ($67,500) (the “Indemnification Deductible”), at which point Parent shall be required to indemnify the Buyer Indemnified Parties for all indemnifiable Losses arising under Section 9.1(b)(i) in excess of the Indemnification Deductible up to sixty-seven thousand five hundred Dollars ($67,500) ($67,500) (the “Cap”); provided, however, that in the case of any claims involving Fraud or breach of any of the Fundamental Representations, the limitations of this Section 9.1(d)(i) shall not apply, and Parent shall be liable for all Losses associated therewith from the first dollar up to the Final Purchase Price; provided, further, however, that in the case of any claims involving the Contracts set forth on Schedule 9.1(b)(iii), the limitations of this Section 9.1(d)(i) shall not apply, and Parent shall be liable for all Losses associated therewith from the first dollar.
(ii) Buyer shall not be liable to the Parent Indemnified Parties for indemnification under Section 9.1(c)(i) with respect to any Losses until the aggregate amount of all such Losses in respect of indemnification under Section 9.1(c)(i) exceeds the Indemnification Deductible, at which point Buyer shall be required to indemnify the Parent Indemnified Parties for all indemnifiable Losses arising under Section 9.1(c)(i) in excess of the Indemnification Deductible up to $2,000,000; provided, however, that in the case of any claims involving Fraud, the limitations of this Section 9.1(d)(ii) shall not apply, and Buyer shall be liable for all Losses associated therewith from the first dollar up to an amount equal to the Final Purchase Price.
(iii) For purposes of this Section 9.1, any inaccuracy in or breach of any representation or warranty contained in this Agreement and any calculation of Losses therefrom shall be determined without regard to any materiality, Company Material Adverse Effect, Parent Material Adverse Effect, Buyer Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty, other than (A) the words “material”, a...
Limitations and Qualifications. In addition to the assumptions and qualifications set forth above, the foregoing opinions are also limited by the following qualifications:
Limitations and Qualifications. Notwithstanding any provision of this Section 9 to the contrary, the following limitations and qualifications shall apply to Incentive Bonuses and Partial Incentive Bonuses:
(i) Upon the occurrence of a Change of Control, the Employee shall have no right to an Incentive Bonus for any subsequent Change of Control transaction or to a Partial Incentive Bonus for any subsequent Ten Percent Or Greater Acquisition.
(ii) If, on or before December 31, 2000, there shall occur more than one Ten Percent Or Greater Acquisition prior to a Change of Control, the Employee shall be entitled to a Partial Incentive Bonus payment for each such Ten Percent Or Greater Acquisition; provided, however, that the aggregate amount of such Partial Incentive Bonus payments shall not exceed an amount equal to the Incentive Bonus that would have been payable if the Ten Percent Or Greater Acquisition having the highest Enterprise Value had been a Change of Control transaction.
(iii) If a Change of Control shall occur on or before December 31, 2000 but after one or more Ten Percent Or Greater Acquisitions, the Incentive Bonus payment payable to the Employee pursuant to Section 9.1 hereof in connection with such Change of Control shall be reduced, but not below zero, by any Partial Incentive Bonus payments payable to the Employee pursuant to this Section 9.
Limitations and Qualifications. The foregoing opinion is subject to the following comments and qualifications:
1. Our opinions are subject to bankruptcy, insolvency, reorganization, fraudulent conveyance, preference, equitable subordination, moratorium and other similar laws affecting the rights and remedies of creditors generally and to possible judicial action giving effect to governmental actions or foreign laws affecting creditors’ rights. Our opinions are also subject to the effect of general principles of equity, including without limitation concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether considered in a proceeding in equity or at law.
2. We express no opinion as to the enforceability of the indemnification or contribution provisions of the Indenture that may violate any law, rule, regulation or public policy.
3. The enforceability of provisions in the Indenture to the effect that terms may not be waived or modified except in writing may be limited under certain circumstances.
4. We note that under certain circumstances the federal courts located in the State of New York may decline to exercise subject matter jurisdiction to adjudicate a controversy relating to or arising under the Indenture, but this does not affect the ability of a party to the Indenture to bring an action relating to or arising under the Indenture in a New York State court.
5. The opinion set forth in D.10 above is based on the Internal Revenue Code of 1986, as amended, Treasury Regulations, case law and Internal Revenue Service rulings or pronouncements as they exist on the date of this opinion. These authorities are all subject to change and such change may be made with retroactive effect. We can give no assurance that after any such change, this opinion would not be different. Moreover, this opinion is not binding on the Internal Revenue Service or the courts.
6. We undertake no responsibility to update or supplement this opinion.
7. In expressing the opinions set forth in paragraphs D.4 and D.5 above:
(a) we have assumed that if the U.S. federal courts are found to be an appropriate forum for the enforcement of rights and obligations under the Indenture, that jurisdiction would be based on the diversity of the parties to the action. Diversity may not in fact exist as a basis for federal jurisdiction in an action against a party to the Indenture if any party to the action maintains a place of business in any state of the United States in which another party to the a...
Limitations and Qualifications. In addition to the assumptions set forth above, this opinion is subject to the exceptions, limitations, and qualifications set forth below:
Limitations and Qualifications. The opinions expressed herein are subject to the following qualifications, exceptions and limitations:
A. Members of our firm are members of the State Bar of New York. We express no opinion as to the laws of any jurisdiction other than (i) the State of New York (excluding municipal laws), (ii) federal laws of the United States of America, (iii) the Delaware General Corporation Law and (iv) the Delaware Limited Liability Company Act and (v) and, to the limited extent described below, the UCC as enacted in the State of Delaware; provided that the laws covered by this opinion do not include federal or state securities or blue sky laws (except to the extent of our opinions in paragraphs II.G (to the extent that such paragraph addresses Regulations T, U and X) and II.H above), the Commodities Exchange Act, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, tax laws, antitrust laws, environmental laws or pension laws, or, in each case any rules or regulations thereof. With respect to matters concerning the opinions set forth herein under Article 9 of the UCC as enacted in the State of Delaware, we draw your attention to the fact that we are not admitted to the Bar of such State and are not experts in the laws of such jurisdiction, and that any such opinions are based solely upon our review of the statutory language of such Article as set forth in the CCH Secured Transactions Guide, as updated through April 19, 2013 and not on any legislative history or judicial decisions or any rules, regulations, guidelines, releases or interpretations concerning such UCC. We assume that such publication accurately sets forth the provisions of such UCC as in effect on the date hereof. In addition, our opinions in paragraphs II.F and G as to violations of law and governmental consents, filings, registrations and the like cover only laws that a New York lawyer exercising customary professional diligence would reasonably be expected to recognize as being applicable to the Loan Parties or the Loan Documents. We call to your attention that we have not represented the Loan Parties generally in their business activities and are not familiar with the nature and extent of such activities, and that our engagement has been limited to specific matters as to which we have been consulted by the Company. Accordingly, we are not generally familiar with the Loan Parties’ legal affairs or the regulatory regimes to which any Loan Party or any of its affiliates is subject.
B. Our opini...
Limitations and Qualifications. The foregoing opinion is subject to the following comments and qualifications:
1. Our opinions are subject to bankruptcy, insolvency, reorganization, fraudulent conveyance, preference, equitable subordination, moratorium and other similar laws affecting the rights and remedies of creditors generally and to possible judicial action giving effect to governmental actions or foreign laws affecting creditors’ rights. Our opinions are also subject to the effect of general principles of equity, including without limitation concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether considered in a proceeding in equity or at law.
2. The opinion set forth in D.6 above is based on the Internal Revenue Code of 1986, as amended, Treasury Regulations, case law and Internal Revenue Service rulings or pronouncements as they exist on the date of this opinion. These authorities are all subject to change and such change may be made with retroactive effect. We can give no assurance that after any such change, this opinion would not be different. Moreover, this opinion is not binding on the Internal Revenue Service or the courts.
3. We undertake no responsibility to update or supplement this opinion.
4. In expressing the opinions set forth in paragraph D.5 above, we note that, despite any waivers contained in the Underwriting Agreement, a court of the State of New York or a U.S. federal court has the power to transfer or dismiss an action on the grounds that the court is an inconvenient forum for that action. We note that effective enforcement of a foreign currency claim in the courts of the State of New York may be limited by requirements that the claim (or a foreign currency judgment in respect of a claim), or a claim with respect to any guarantee of the claim, be converted into U.S. dollars at the rate of exchange prevailing on the date of the judgment or decree by the New York court or U.S. federal court. This opinion is given for the sole benefit of the Underwriters and may not be disclosed to any other person, nor relied upon by any other person or for any other purpose, nor is it to be quoted or made public in any way without our prior written consent. * * * * * * To ensure compliance with requirements imposed by the Internal Revenue Service, we inform you that the U.S. federal tax advice contained in this opinion letter (1) was not intended or written to be used, and cannot be used, for the purpose of avoiding U.S. federal tax-related p...
Limitations and Qualifications. 1. Our opinions are subject to bankruptcy, insolvency, reorganization, fraudulent conveyance, preference, equitable subordination, moratorium and other similar laws affecting the rights and remedies of creditors generally and to possible judicial action giving effect to governmental actions or foreign laws affecting creditors’ rights. Our opinions are also subject to the effect of general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether considered in a proceeding in equity or at law. We give no opinion as to the availability of equitable remedies.
2. We are admitted to practice in the State of New York, and our opinions are limited to the federal laws of the United States and the laws of the State of New York, and exclude any securities or "blue sky" laws of any state (including the State of New York) and any respective rules or regulations issued thereunder. In addition, (a) our opinions expressed herein do not address (i) the effect on our opinions of laws not addressed by our opinions or (ii) except as expressly opined in paragraphs C.1 and C.4 above, the performance or enforcement of any provision of the Opinion Documents in any jurisdiction or (iii) the tax laws or regulations of the United States, the State of New York or any other jurisdiction, and none of our opinions should be construed, directly or indirectly, as tax advice; and (b) we have not investigated and do not express any opinion as to the laws of any jurisdiction other than the Applicable Laws. For purposes of this opinion, Applicable Laws means those laws of the State of New York and the federal laws of the United States of America, and the rules and regulations adopted thereunder, that in our experience are normally applicable to transactions of the type provided in the Opinion Documents. Furthermore, the term Applicable Laws does not include, and we express no opinion with regard to (a) state (including the State of New York) securities laws, (b) any state (including the State of New York) or federal law, rule or regulation applicable to any party solely because of the specific nature or source of the assets or business of any party to the Opinion Documents or any affiliate of any such party, (c) the Commodity Exchange Act and any rules or regulations promulgated thereunder, (d) employee benefit, pension or antitrust laws, or (e) any state or federal antifraud laws or any similar laws, or a...
Limitations and Qualifications. Subject to BlueScope Steel’s obligations under applicable laws which cannot be excluded, modified or restricted under law, including as described in clauses 9 and 10:
Limitations and Qualifications. Our opinion is subject to the following limitations and qualifications:
(a) The enforceability of the Purchase Agreement may be limited by bankruptcy, insolvency, liquidation, reorganization, limitation and other similar laws of general application relating to or affecting the rights of creditors generally.
(b) We have not been acting as German counsel as to the ongoing business of ISSGR and therefore have no knowledge thereof. For the purposes of this opinion we have not conducted any due diligence or similar investigation as to factual circumstances. Our opinion thus is limited to an analysis of the Documents under German law.
(c) We express no opinion on any laws other than the laws of Germany as in force and interpreted as the date of this opinion.
(d) This opinion may not be relied upon by, or disclosed to, any person other than the addressee and its legal counsel.