Limitations Generally Sample Clauses

The "Limitations Generally" clause sets out the overall boundaries and restrictions that apply to the rights, obligations, or liabilities within an agreement. It typically clarifies that certain provisions are subject to overarching limits, such as statutory requirements, maximum liability caps, or exclusions that apply regardless of other terms in the contract. For example, it may state that no party can claim damages beyond a specified amount or that certain warranties are only valid within a defined scope. This clause's core function is to ensure that all parties understand the general constraints governing the contract, thereby preventing misunderstandings and managing risk exposure.
Limitations Generally. We reserve the right to impose dollar, volume, activity, exposure or other limitations on card transactions, and to change them at any time. We may increase dollar or other limitations for one or more cards or card transactions upon request by any person who is an authorized signer on the linked account. You accept the risks associated with this possibility of higher dollar or other limitations.
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Limitations Generally. Agent shall not be liable to any Secured Party for any action taken or omitted to be taken under the Loan Documents, except for losses directly and solely caused by Agent’s gross negligence or willful misconduct. Agent does not assume any responsibility for any failure or delay in performance or any breach by any Obligor, Lender or other Secured Party of any obligations under the Loan Documents. Agent does not make to Secured Parties any express or implied warranty, representation or guarantee with respect to any Obligations, Collateral, Loan Documents or Obligor. No Agent Indemnitee shall be responsible to Secured Parties for any recitals, statements, information, representations or warranties contained in any Loan Documents; the execution, validity, genuineness, effectiveness or enforceability of any Loan Documents; the genuineness, enforceability, collectability, value, sufficiency, location or existence of any Collateral, or the validity, extent, perfection or priority of any Lien therein; the validity, enforceability or collectability of any Obligations; or the assets, liabilities, financial condition, results of operations, business, creditworthiness or legal status of any Obligor or Account Debtor. No Agent Indemnitee shall have any obligation to any Secured Party to ascertain or inquire into the existence of any Default or Event of Default, the observance or performance by any Obligor of any terms of the Loan Documents, or the satisfaction of any conditions precedent contained in any Loan Documents.
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Limitations Generally. The following are not covered by this MA, but may be separately available at rates and on terms which may vary from those described herein: a) Services required due to misuse of the Accela-maintained software products; b) Services required due to software corrections, customizations, or modifications not developed or authorized by Accela; c) Services required by Customer to be performed by Accela outside of Accela’s usual working hours; d) Services required due to external factors including, but not necessarily limited to, Customer’s use of software or hardware not authorized by Accela; e) Services required to resolve or work-around conditions which cannot be reproduced in Accela’s support environment; f) Services which relate to tasks other than maintenance of Customer’s existing implementation and configuration of the Accela-maintained software products including, but not necessarily limited to, enhancing or adapting such products for specific operating environments; g) Services requested by Customer to implement software updates provided by Accela pursuant to this MA; and h) New or additional applications, modules, or functionality released by Accela during the term of this MA.
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Limitations Generally. You agree that We cannot accept any liability for Our failure to report a Building Defect or evidence of Timber Pests that were concealed by the owner of the building being inspected and You agree to indemnify Us for any failure to find such concealed defects.
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Limitations Generally. To the maximum extent permitted by law, except in the case of OneStream’s gross negligence, willful misconduct, indemnification obligation, or breach of OneStream’s obligations under Section 8, regardless of the basis of recovery claimed, whether in contract, tort, negligence, strict liability or other theory: (i) ONESTREAM’S AGGREGATE LIABILITY WITH RESPECT TO THE SUBJECT MATTER OF THE AGREEMENT WILL BE LIMITED TO THE AMOUNT OF FEES PAID BY CUSTOMER FOR THE LAST 12 MONTHS OF SUBSCRIPTION FEES (OR, IF 12 MONTHS HAVE NOT BY THEN PASSED, THE AMOUNT THAT WOULD HAVE BEEN PAYABLE HAD THE TERM OF THE AGREEMENT RUN 12 MONTHS); and (ii) ONESTREAM WILL NOT BE LIABLE FOR LOSS OF PROFITS, OR SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES.
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Limitations Generally. Nothing contained in the Report will imply that any accessible or partly accessible area(s) or section(s) of the property are not, or have not been, infested by termites or other timber pests. Accordingly the Report WILL NOT GUARANTEE that an infestation and/or damage does not exist in any inaccessible or partly inaccessible areas or sections of the property. Nor can it guarantee that future infestation of Timber Pests will not occur or be found.
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Limitations Generally. (a) The Independent Engineer has authority to act under the ARCA and this Agreement only where and to the extent that the ARCA or this Agreement expressly provides. The Independent Engineer is required to deliver its reports, opinions and other deliverables within the time periods set forth in the ARCA and this Agreement. (b) The Independent Engineer shall have no authority to give instructions to the Concessionaire, deviate from or amend the ARCA, or relieve the Concessionaire of any duty or obligation under the ARCA or otherwise act on behalf of the Department under the ARCA. (c) The Independent Engineer has no powers under the ARCA or this Agreement to: (i) arbitrate or render binding decisions or judgments; (ii) approve or disapprove submittals or Work, unless expressly provided otherwise in the ARCA or this Agreement for specific submittals; (iii) direct design, construction, operations or maintenance of the Project, or order suspensions of work, except to give such direction or order or take such action as in its opinion is necessary to remove an immediate and present threat to the safety of life or property; (iv) act as an agent of the Department or the Concessionaire; or (v) undertake primary responsibility for quality assurance and quality control.
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Limitations Generally. 12.1.1 EACH PARTY’S AGGREGATE LIABILITY FOR LOSSES UNDER AND RELATED TO THIS AGREEMENT AND ITS SUBJECT MATTER FOR ALL EVENTS, ACTS OR OMISSIONS OCCURRING DURING THE TERM SHALL BE LIMITED IN THE AGGREGATE TO THE GREATER OF (X) FEES PAID OR PAYABLE UNDER THIS AGREEMENT BY PRUDENTIAL TO SERVICE PROVIDER DURING THE 12- CONSECUTIVE-MONTH PERIOD IMMEDIATELY PRECEDING THE APPLICABLE EVENTS, ACTS OR OMISSIONS GIVING RISE TO SUCH LOSS, WHETHER BASED ON ONE OR MORE ACTIONS OR CLAIMS IN CONTRACT, WARRANTY, STRICT LIABILITY, NEGLIGENCE OR OTHER TORT, OR OTHERWISE OR (Y) $16,000,000. 12.1.2 EVEN IF THE REMEDIES PROVIDED HEREUNDER FAIL IN THEIR ESSENTIAL PURPOSE, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR, NOR WILL THE MEASURE OF DAMAGES ARISING FROM THIS AGREEMENT INCLUDE, ANY PUNITIVE, EXEMPLARY, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES SUFFERED BY A PARTY, INCLUDING AMOUNTS FOR LOSS OF INCOME, LOSS OF PROFITS OR LOSS OF SAVINGS SUFFERED BY A PARTY. 12.1.3 Notwithstanding anything to the contrary in this Agreement, the limitations in Section 12.1.1
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Related to Limitations Generally

  • Definitions Generally Wherever required by the context of this Agreement, the singular shall include the plural and vice versa, and the masculine gender shall include the feminine and neuter genders and vice versa, and references to any agreement, document or instrument shall be deemed to refer to such agreement, document or instrument as amended, supplemented or modified from time to time. When used herein: (a) the word “or” is not exclusive; (b) the words “including,” “includes,” “included” and “include” are deemed to be followed by the words “without limitation”; (c) the terms “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular section, paragraph or subdivision; (d) the word “person” means any individual, corporation, limited liability company, trust, joint venture, association, company, partnership or other legal entity or a government or any department or agency thereof or self-regulatory organization; and (e) all section, paragraph or clause references not attributed to a particular document shall be references to such parts of this Agreement, and all exhibit, annex and schedule references not attributed to a particular document shall be references to such exhibits, annexes and schedules to this Agreement.

  • Transfers Generally Landlord may sell, assign, transfer or convey, without Tenant’s consent, the Leased Property, in whole (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) but not in part (unless in part due to a transaction in which multiple Affiliates of a single Person (collectively, “Affiliated Persons”) will own the Leased Property as tenants in common, but only if this Lease remains as a single, indivisible Lease and all such Affiliated Persons execute a joinder to this Lease as “Landlord”, on a joint and several basis, the form and substance of which joinder shall be reasonably satisfactory to Tenant and Landlord) to a single transferee (such transferee, such tenants in common or any other permitted transferee of this Lease, in each case, an “Acquirer”) and, in connection with such transaction, if the Acquirer is not an Affiliate of Landlord, (a) Landlord shall amend the minimum capital expenditure requirements hereunder (such amendment to be limited solely to the amount of such minimum capital expenditure requirements) such that, in the aggregate such minimum capital expenditure requirements hereunder (taken together with the Minimum Cap Ex Requirements under and as defined in the Other Leases, after taking into consideration applicable reductions of the Minimum Cap Ex Requirements under and as defined in the Other Leases in the amount of the Minimum Cap Ex Reduction Amount), shall be no greater than the Minimum Cap Ex Requirements under this Lease and the Other Leases prior to such sale, assignment, transfer or conveyance; and (b) such minimum capital expenditure requirements shall be calculated on an individual, standalone basis under this Lease and under the Other Leases; except, however, the foregoing clauses (a) and (b) shall not apply to any transaction described in clause (iii) below. If Landlord (including any permitted successor Landlord) shall convey the Leased Property in accordance with the terms of this Lease, other than as security for a debt, and the applicable Acquirer expressly assumes all obligations of Landlord arising after the date of the conveyance, Landlord shall thereupon be released from all future liabilities and obligations of Landlord under this Lease arising or accruing from and after the date of such conveyance or other transfer and all such future liabilities and obligations shall thereupon be binding upon such applicable Acquirer. Without limitation of the preceding provisions of this Section 18.1, any or all of the following shall be freely permitted to occur: (i) any transfer of the Leased Property, in whole but not in part (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis), to a Fee Mortgagee in accordance with the terms of this Lease (including any transfer of the direct or indirect equity interests in Landlord), which transfer may include, without limitation, a transfer by foreclosure brought by the Fee Mortgagee or a transfer by a deed in lieu of foreclosure, assignment in lieu of foreclosure or other transaction in lieu of foreclosure; (ii) a merger transaction or other similar disposition affecting Landlord REIT or a sale by Landlord REIT directly or indirectly involving the Leased Property (so long as (x) upon consummation of such transaction, all of the Leased Property (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) is owned by a single Person (or multiple Affiliated Persons as tenants in common) and (y) such surviving Person(s) execute(s) an assumption of this Lease, the MLSA and all Lease/MLSA Related Agreements to which Landlord is a party, assuming all obligations of Landlord hereunder and thereunder) (in the case of multiple Affiliated Persons, on a joint and several basis), the form and substance of which assumption shall be reasonably satisfactory to Tenant and Landlord); (iii) a sale/leaseback transaction by Landlord with respect to the entire Leased Property (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) (provided (x) the overlandlord under the resulting ▇▇▇▇▇▇▇▇▇ agrees that, in the event of a termination of such ▇▇▇▇▇▇▇▇▇, this Lease shall continue in effect as a direct lease between such overlandlord and Tenant and (y) the ▇▇▇▇▇▇▇▇▇ shall not impose any new, additional or more onerous obligations on Tenant without Tenant’s prior written consent in Tenant’s sole discretion (and without limiting the generality of the foregoing, the ▇▇▇▇▇▇▇▇▇ shall not impose any additional monetary obligations (whether for payment of rents under such ▇▇▇▇▇▇▇▇▇ or otherwise) on Tenant), subject to and in accordance with all of the provisions, terms and conditions of this Lease; (iv) any sale of any indirect interest in the Leased Property that does not change the identity of Landlord hereunder, including without limitation a participating interest in Landlord’s interest under this Lease or a sale of Landlord’s reversionary interest in the Leased Property so long as Landlord remains the only party with authority to bind Landlord under this Lease, or (v) a sale or transfer to an Affiliate of Landlord or a joint venture entity in which any Affiliate of Landlord is the managing member or partner, so long as (x) upon consummation of such transaction, all of the Leased Property (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) is owned by a single Person or multiple Affiliated Persons as tenants in common and (y) such Person(s) execute(s) an assumption of this Lease, the MLSA and all Lease/MLSA Related Agreements to which Landlord is a party, assuming all obligations of Landlord hereunder and thereunder (in the case of multiple Affiliated Persons, on a joint and several basis), the form and substance of which assumption shall be reasonably satisfactory to Tenant and Landlord. Notwithstanding anything to the contrary herein, Landlord shall not sell, assign, transfer or convey the Leased Property, or assign this Lease, to (I) a Tenant Prohibited Person (as defined in the MLSA), (II) a Manager Prohibited Person (as defined in the MLSA), or (III) any Person that is associated with a Person who has been found “unsuitable”, denied a Gaming License or otherwise precluded from participation in the Gaming Industry by any Gaming Authority where such association would reasonably be expected to adversely affect, any of Tenant’s or its Affiliates’ Gaming Licenses or Tenant’s or its Affiliates’ then-current standing with any Gaming Authority. Any transfer by Landlord under this Article XVIII shall be subject to all applicable Legal Requirements, including any Gaming Regulations, and no such transfer shall be effective until any applicable approvals with respect to Gaming Regulations, if applicable, are obtained. Tenant shall attorn to and recognize any successor Landlord in connection with any transfer(s) permitted under this Article XVIII as Tenant’s “landlord”.

  • Distributions Generally (a) Subject to Section 7.01 respecting the final distribution on the Certificates, on each Distribution Date the Trustee or the Paying Agent shall make distributions in accordance with this Article V. Such distributions shall be made by check mailed to each Certificateholder's address as it appears on the Certificate Register of the Certificate Registrar or, upon written request made to the Securities Administrator at least five Business Days prior to the related Record Date by any Certificateholder owning an aggregate initial Certificate Principal Amount of at least $1,000,000, or in the case of a Class of Interest-Only Certificates or Residual Certificate, a Percentage Interest of not less than 100%, by wire transfer in immediately available funds to an account specified in the request and at the expense of such Certificateholder; provided, however, that the final distribution in respect of any Certificate shall be made only upon presentation and surrender of such Certificate at the Certificate Registrar's Corporate Trust Office; provided, further, that the foregoing provisions shall not apply to any Class of Certificates as long as such Certificate remains a Book-Entry Certificate in which case all payments made shall be made through the Clearing Agency and its Clearing Agency Participants. Wire transfers will be made at the expense of the Holder requesting such wire transfer by deducting a wire transfer fee from the related distribution. Notwithstanding such final payment of principal of any of the Certificates, each Residual Certificate will remain outstanding until the termination of each REMIC and the payment in full of all other amounts due with respect to the Residual Certificates and at such time such final payment in retirement of any Residual Certificate will be made only upon presentation and surrender of such Certificate at the Certificate Registrar's Corporate Trust Office. If any payment required to be made on the Certificates is to be made on a day that is not a Business Day, then such payment will be made on the next succeeding Business Day. (b) All distributions or allocations made with respect to the Certificateholders within each Class on each Distribution Date shall be allocated among the outstanding Certificates in such Class equally in proportion to their respective initial Class Principal Amounts or initial Class Notional Amounts (or Percentage Interests).

  • Remedies Generally The remedies provided in this Guaranty are cumulative and not exclusive of any remedies provided by law.

  • Taxes Generally All payments by the Borrower of principal of, and interest on, the Loans and all other Obligations shall be made free and clear of and without deduction for any present or future excise, stamp or other taxes, fees, duties, levies, imposts, charges, deductions, withholdings or other charges of any nature whatsoever imposed by any taxing authority, but excluding (i) franchise taxes, (ii) any taxes imposed on or measured by any Lender’s assets, net income, receipts or branch profits, (iii) any taxes (other than withholding taxes) with respect to the Agent or a Lender that would not be imposed but for a connection between the Agent or such Lender and the jurisdiction imposing such taxes (other than a connection arising solely by virtue of the activities of the Agent or such Lender pursuant to or in respect of this Agreement or any other Loan Document), and (iv) any taxes, fees, duties, levies, imposts, charges, deductions, withholdings or other charges to the extent imposed as a result of the failure of the Agent or a Lender, as applicable, to provide and keep current (to the extent legally able) any certificates, documents or other evidence required to qualify for an exemption from, or reduced rate of, any such taxes fees, duties, levies, imposts, charges, deductions, withholdings or other charges or required by the immediately following subsection (c) to be furnished by the Agent or such Lender, as applicable (such non-excluded items being collectively called “Taxes”). If any withholding or deduction from any payment to be made by the Borrower hereunder is required in respect of any Taxes pursuant to any Applicable Law, then the Borrower will: (i) pay directly to the relevant Governmental Authority the full amount required to be so withheld or deducted; (ii) promptly forward to the Agent an official receipt or other documentation satisfactory to the Agent evidencing such payment to such Governmental Authority; and (iii) pay to the Agent for its account or the account of the applicable Lender, as the case may be, such additional amount or amounts as is necessary to ensure that the net amount actually received by the Agent or such Lender will equal the full amount that the Agent or such Lender would have received had no such withholding or deduction been required.