Procedural Limitations Sample Clauses

The Procedural Limitations clause sets boundaries on the processes or methods that parties may use to enforce their rights or obligations under an agreement. Typically, this clause may restrict certain types of legal actions, limit the time frame in which claims can be brought, or specify particular procedures that must be followed, such as requiring mediation before litigation. Its core function is to streamline dispute resolution and prevent parties from engaging in protracted or inappropriate legal proceedings, thereby reducing uncertainty and potential costs.
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Procedural Limitations. Any Indemnified Party wishing to claim indemnification under Section 6.11 shall, upon learning of any such claim, action, suit, proceeding or investigation, notify Buyer thereof, provided that the failure so to notify shall not affect the obligations of Buyer under Section 6.11 except to the extent such failure materially prejudices it. As a condition to receiving indemnification under Section 6.11, the party claiming indemnification shall assign, by separate writing, to Buyer all right, title and interest to and in proceeds of any insurance maintained or provided by Safety Fund or Buyer or any of their respective affiliates for the benefit of claimant, to the extent of indemnification actually received from Buyer hereunder. Any Person entitled to indemnification pursuant to Section 6.11 shall be required to cooperate in the defense and investigation of any claim as to which indemnification may be made and shall send such notices as Buyer may reasonably request under any applicable directors and officers liability or bankers blanket bond insurance coverage to preserve claims of which the claiming party is aware. No person shall be entitled to indemnification under Section 6.11 if such Person is seeking indemnification based on a claim (other than a claim arising as a supplier to, customer of or borrower from Buyer or the Buyer Subsidiaries or Safety Fund or the Safety Fund Subsidiaries) brought by such person or by an entity of which such person is a general partner, executive officer, director, trustee, beneficiary or controlling person unless such Person or entity has waived any right to participate in any damage or other award to such claiming party or other entity in any such action, suit or proceeding.
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Procedural Limitations. All grievances must be processed at the proper step in the progression in order to be considered at subsequent steps. Any employee may withdraw a grievance at any point by submitting a written statement to that effect, or by permitting the time requirements at any step to lapse. The time limits provided for herein are to be strictly adhered to and may be waived and/or otherwise extended only upon mutual consent of the parties, provided however, that any grievance not answered by the City within the required time limits may be advanced by the employee to the next step in the grievance procedure.
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Procedural Limitations. All grievances must be processed at the proper step in the progression in order to be considered at the subsequent steps. Any Employee may withdraw a grievance at any point by submitting in writing a statement to that effect, or by permitting the time requirements at any step to lapse without further appeal. The time limits provided for herein shall be strictly adhered to and any grievance not submitted initially or appealed to the next step within the specified time limits shall be deemed as invalid and void; provided however, that any grievance not answered by the City within the stipulated time limits may be advanced by the Employee to the next step in the grievance procedure. All time limits on grievances may be extended upon mutual consent of the parties.
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Procedural Limitations. All grievances must be processed at the proper step in the progression in order to be considered at the subsequent steps. The time limits provided for herein shall be strictly adhered to and any grievance not submitted or appealed within the specified time limits shall be deemed as invalid and void; provided however, that any grievance not answered by the City within the stipulated time limits may be advanced by the employee to the next step in the grievance procedure. All time limits on grievances may be extended upon mutual written consent of the parties. Any employee may withdraw a grievance at any point by submitting in writing a statement to that effect, or by permitting the time requirements at any step to lapse without further appeal.
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Procedural Limitations. The obligations of OSS to indemnify the DOCX Indemnified Party under this Agreement are contingent upon (i) the DOCX Indemnified Party giving prompt written notice to the OSS of any Action, (ii) OSS having, at its option, control of the defense and related settlement negotiations; (iii) OSS receiving the reasonable cooperation of the DOCX Indemnified Party in the defense of any Action. The DOCX Indemnified Party shall have the option to hire counsel of its choice at its own expense in defense of any Action, and OSS shall not compromise, settle or consent to the entry of a judgment with respect to any Action without the prior written consent of the DOCX Indemnified Party.
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Procedural Limitations. This method and study was one of the first to combine qualitative and quantitative methods for assessment purposes to study South Asian student populations in the Midwest. Since the study was conducted with only a small portion of the South Asian student population, results from this study may not be generalizable to other South
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Procedural Limitations. ‌ All grievances must be processed at the proper step in the progression in order to be considered at subsequent steps. Any employee may withdraw a grievance at any point by submitting a written statement to that effect, or by permitting the time requirements at any step to lapse. The time limits provided for herein are to be strictly adhered to and may be waived and/or otherwise extended only upon mutual consent of the parties, provided however, that any grievance not answered by the City within the required time limits may be advanced by the employee to the next step in the grievance procedure. The Employer shall provide the Union with a list of the Employer’s designated representatives for each step of the grievance procedure. All grievance meetings and proceedings shall be conducted in private and will not be open to the public.
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Procedural Limitations. Claims brought against the Seller for delivering a different product have a two- year limitation from delivery, except when it is very difficult or impossible for the Buyer to bring such a claim within this deadline. It does not affect the mandatory legal rules concerning limitation and liability.
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Related to Procedural Limitations

  • General Limitations Notwithstanding any provision of this Agreement to the contrary, the Company shall not pay any benefit under this Agreement:

  • General Limitation ▇▇▇▇▇▇ Mae shall be liable under the terms of the Lower Tier Classes, the Certificates and this Trust Agreement only to the extent of faithful performance of the duties and responsibilities imposed by the terms of the Lower Tier Classes, the Certificates and this Trust Agreement.

  • Survival; Limitations (a) All covenants and agreements of the parties contained in this Agreement shall survive each of the Contribution, the IPO and the Distribution. The rights and obligations of ▇▇▇▇ Foods, WhiteWave and each of their respective Indemnified Parties under this Agreement shall survive the sale, assignment or other transfer by any party of any Assets or Liabilities. (b) The amount of any Damages for which indemnification is provided under this Agreement shall be net of any amounts actually recovered by the Indemnified Party from any third Person (including amounts actually recovered under insurance policies) with respect to such Damages. An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provision hereof, have any subrogation rights with respect thereto. If any Indemnified Party recovers an amount from a third Person in respect of Damages for which indemnification is provided in this Agreement after the full amount of such indemnifiable Damages has been paid by an Indemnifying Party or after an Indemnifying Party has made a partial payment of such indemnifiable Damages and the amount received from the third Person exceeds the remaining unpaid balance of such indemnifiable Damages, then the Indemnified Party shall promptly remit to the Indemnifying Party the excess (if any) of (X) the sum of the amount theretofore paid by such Indemnifying Party in respect of such indemnifiable Damages plus the amount received from the third Person in respect thereof, less (Y) the full amount of such indemnifiable Damages. (c) Unless otherwise required by any Final Determination (as such term is defined in the Tax Matters Agreement), the parties agree that any indemnification payments made by one party to another party pursuant to this Agreement after the Deconsolidation Date (as such term is defined in the Tax Matters Agreement) shall, to the extent permissible under applicable law, be treated for all Tax and financial accounting purposes as contributions or distributions, as appropriate, made immediately prior to the Deconsolidation Date. If it is determined that the receipt or accrual of any payment is subject to Tax, such payment shall be increased so that the amount of such increased payment reduced by the amount of all Taxes payable with respect to the receipt thereof (but taking into account all correlative Tax deductions resulting from the payment of such Taxes) shall equal the amount of the payment which the party receiving such payment would otherwise be entitled to receive pursuant to this Agreement. (d) Notwithstanding the joint and several indemnification obligations of each Group as set forth in Sections 8.1 and 8.2, the parties agree that the indemnification obligation of any ▇▇▇▇ Foods Group Member or WhiteWave Group Member, as applicable, for Damages shall be satisfied by a direct payment from ▇▇▇▇ Foods or WhiteWave, as applicable, to the other party irrespective of which Group Member is found liable for Damages. (e) Notwithstanding anything to the contrary in this Agreement, (i) to the extent there is any inconsistency between the terms of this Article VIII and the provisions of the Tax Matters Agreement, the Tax Matters Agreement shall govern and (ii) to the extent the Employee Matters Agreement specifically provides indemnification with respect to certain employee-related WhiteWave Liabilities, the Employee Matters Agreement shall govern with respect to that indemnification. To the extent indemnification is not provided in such Ancillary Documents, the terms of this Agreement shall govern. (f) NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT OR ANY ANCILLARY DOCUMENT TO THE CONTRARY, IN NO EVENT SHALL EITHER PARTY OR ANY OF ITS GROUP MEMBERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, COLLATERAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS SUFFERED BY AN INDEMNIFIED PARTY, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, IN CONNECTION WITH ANY DAMAGES ARISING HEREUNDER OR THEREUNDER; PROVIDED, HOWEVER, THAT TO THE EXTENT AN INDEMNIFIED PARTY IS REQUIRED TO PAY ANY SPECIAL, INCIDENTAL, INDIRECT, COLLATERAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS TO A PERSON WHO IS NOT A MEMBER OF EITHER GROUP IN CONNECTION WITH A THIRD-PARTY CLAIM, SUCH DAMAGES SHALL CONSTITUTE DIRECT DAMAGES AND NOT SUBJECT TO THE LIMITATION SET FORTH IN THIS SECTION 8.4(f). (g) Notwithstanding a party’s knowledge of any breach by the other party of any representation, warranty, covenant or agreement contained in this Agreement or any Ancillary Document or any facts or circumstances potentially giving rise to a claim under this Agreement or any Ancillary Document (and regardless of how such party shall have acquired such knowledge), such party shall have the right to consummate the transactions provided for herein, and all of such party’s rights and remedies shall be preserved without regard to its knowledge of such information. (i) Notwithstanding anything herein to the contrary, in no event shall any Indemnified Party be entitled to receive payment of damages under this Agreement to the extent that such Indemnified Party has received payments in respect of such Damages pursuant to any rights to indemnification or otherwise under any Ancillary Documents.

  • ANNUAL LIMITATION Notwithstanding anything contained in this Agreement to the contrary, and with respect to each Tax Year of the Tax Limitation Period beginning after the first Tax Year of the Tax Limitation Period, in no event shall (i) the sum of the maintenance and operations ad valorem taxes paid by the Applicant to the District for such Tax Year, plus the sum of all payments otherwise due from the Applicant to the District under Articles IV, V, and VI of this Agreement with respect to such Tax Year, exceed (ii) the amount of the maintenance and operations ad valorem taxes that the Applicant would have paid to the District for such Tax Year (determined by using the District’s actual maintenance and operations tax rate for such Tax Year) if the Parties had not entered into this Agreement. The calculation and comparison of the amounts described in clauses (i) and (ii) of the preceding sentence shall be included in all calculations made pursuant to Article IV of this Agreement, and in the event the sum of the amounts described in said clause (i) exceeds the amount described in said clause (ii), then the payments otherwise due from the Applicant to the District under Articles IV, V, and VI shall be reduced until such excess is eliminated.

  • Testing Procedure Limitations The Asset Representations Reviewer will only be required to perform the testing procedures listed under “Tests” in Schedule A, and will have no obligation to perform additional procedures on any Subject Lease or to provide any information other than a Review Report indicating for each Subject Lease whether there was a Test Pass or a Test Fail for each Test, or whether the Subject Lease was a Test Complete and the related reason. However, the Asset Representations Reviewer may provide additional information about any Subject Lease that it determines in good faith to be material to the Review.