Syndicate Formation and Limitations Clause Samples

The "Syndicate Formation and Limitations" clause defines the rules and restrictions governing the creation and operation of a syndicate, typically in the context of joint ventures or group investments. It outlines who may participate in the syndicate, the maximum number of members allowed, and any conditions or approvals required for forming such a group. For example, it may restrict syndicate membership to certain qualified investors or limit the total investment amount. This clause serves to ensure that the syndicate operates within agreed boundaries, preventing unauthorized expansion and managing the risks associated with collective investment activities.
Syndicate Formation and Limitations. It is understood that Aurora is seeking to collaborate with, and supply to, and grant certain license rights to Third Parties with respect to the use and supply of a system similar to the LILLYUHTSS to such Third Party. Notwithstanding the foregoing, Aurora covenants and agrees that, so long as Lilly is not in default of any payment obligation hereunder and has not ***CONFIDENTIAL TREATMENT REQUESTED
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Syndicate Formation and Limitations. It is anticipated that Aurora may seek to collaborate with, develop and supply to, and/or grant certain license rights to Third Parties with respect to the development, use and/or supply of a UHTSS to such Third Party. Notwithstanding the foregoing, Aurora covenants and agrees that, so long as BMS is not in default of any payment obligation hereunder and has not terminated its participation in the development of the UHTSS, then, until the date that is *** following the date that BMS shall have accepted a fully operational, complete UHTSS pursuant to section 2.1.3., Aurora will not, without BMS' prior written consent, (A) enter into agreements with more than *** Third Parties (i) under which Auro▇▇ ▇▇▇▇▇ ▇ ▇icense rights to such Third Party to use the Aurora UHTSS Patent Rights or Copyrights or Aurora UHTSS Technology rights so that such Third Party may make or use any ultra- *** CONFIDENTIAL TREATMENT REQUESTED 21 25 high throughput screening system similar to the UHTSS, and/or (ii) under which Aurora will develop, sell (whether by purchase, financial lease, lease with option to purchase, or otherwise), and/or supply, whether (or not) in collaboration with such Third Party or otherwise, any ultra-high throughput screening system similar to the UHTSS to such Third Party, and (B) enter into any operating lease for a UHTSS with a Third Party or license any Aurora UHTSS Technology or Aurora UHTSS Patent Rights to a Third Party in order to allow such Third Party to build its own UHTSS without infringing such rights. Subject to section 2.1.10 (where applicable), nothing in this section 2.1.9 is intended to limit or restrict: - the number of parties to whom Aurora may supply or grant licenses with respect to any Reporters, the Aurora Reporter System Patent Rights, or the Aurora Reporter System Technology, and/or - Aurora's ability to provide screening services using the Aurora Patent Rights and Aurora Technology to Third Parties, provided that such screening services do not involve a screen that is exclusive to BMS under section 3.1.2 hereof or otherwise conflict with any provisions of this Agreement. *** *** CONFIDENTIAL TREATMENT REQUESTED 22 26 *** *** CONFIDENTIAL TREATMENT REQUESTED
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Syndicate Formation and Limitations. It is understood that Aurora may collaborate with, and supply to, and grant certain license rights with respect to the use and supply of a system substantially conforming to the specifications of the System and the Aurora Reporter System to Third Parties.
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Related to Syndicate Formation and Limitations

  • GENERAL DESCRIPTION AND LIMITATIONS Competitive Supplier is hereby granted the exclusive right to provide All-Requirements Power Supply to Participating Consumers pursuant to the terms of the Program and this ESA. For the avoidance of doubt, Competitive Supplier shall be authorized to supply All-Requirements Power Supply only to Participating Consumers, and the Local Distributor will continue to have the right and obligation to supply electricity to Eligible Consumers who opt-out of the Program and remain on, or return to, Basic Service, until changes in law, regulation or policy may allow otherwise. Competitive Supplier further recognizes that this ESA does not guarantee that any individual Eligible Consumer will be served by the Competitive Supplier. In accordance with Article 3 below, all Eligible Consumers shall be automatically enrolled in the Program unless they choose to opt-out. In the event the geographic boundaries of the Town change during the term of this ESA, Competitive Supplier shall only be obligated to supply All- Requirements Service to those Participating Consumers located within the Town as such boundaries existed on the Effective Date of this ESA. As between the Parties, the Competitive Supplier has the sole obligation of making appropriate arrangements with the Local Distributor, and any arrangements which may be necessary with the ISO-NE so that Participating Consumers receive the electricity supplies to be delivered pursuant to this ESA. The Town shall specifically authorize the Local Distributor to provide, and Competitive Supplier the right to obtain and utilize as required, all billing and energy consumption information for Participating Consumers as is reasonably available from the Local Distributor. Competitive Supplier shall request consumption data for individual Participating Consumers from the Local Distributor via EDI. If further action is required by the Local Distributor to authorize Competitive Supplier to receive such consumption and billing data, the Town agrees to use Commercially Reasonable efforts, at Competitive Supplier’s cost, to assist Competitive Supplier, if so requested by it, in obtaining such information for Participating Consumers, including, without limitation, assisting Competitive Supplier in obtaining permission from such Eligible Consumers and/or the Department, where necessary as a prerequisite to the provision of such information. Competitive Supplier shall not be responsible for any errors that Competitive Supplier makes in the provision of All-Requirements Power Supply to the extent such errors are caused by errors or omissions in the information provided to it by the Local Distributor.

  • RETENTION AND LIMIT The Company shall cede to the Reinsurer and the Reinsurer agrees to accept 100% of the Company's liability arising out of directly or indirectly, in whole or in part or in connection with the Policy.

  • Exclusions and Limitations 2.1 Disclaimer a) To the extent permitted by law, the warranties in this Limited Warranty are the only express warranty given for the Product. BYD disclaims all statutory and implied warranties, including without limitation, any warranties of merchantability, fitness for a particular purpose, or non-infringement. To the extent permitted by law, in so far as such warranties cannot be disclaimed, BYD limits the duration and remedies of such warranties to the duration of this Limited Warranty and, at BYD's option, the repair or replacement services described below. b) Neither seller of the Product nor any other person is authorized to make any warranties on behalf of BYD other than those contained in this document or to extend the duration of the warranties beyond the periods specified above.

  • Compensation and Limitation of Liability of Trustees Compensation ------------ Section 1. The Trustees as such shall be entitled to reasonable ---------- compensation from the Trust; they may fix the amount of their compensation. Nothing herein shall in any way prevent the employment of any Trustee for advisory, management, legal, accounting, investment banking, underwriting, brokerage or other services and payment for the same by the Trust. Limitation of Liability ----------------------- Section 2. The Trustees shall not be responsible or liable in any event ---------- for any neglect or wrongdoing of any officer, agent, employee, adviser, sub- adviser, manager or principal underwriter of the Trust, nor shall any Trustee be responsible for the act or omission of any other Trustee, but nothing herein contained shall protect any Trustee against any liability to which he or she would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. Every note, bond, contract, instrument, certificate, Share or undertaking and every other act or thing whatsoever executed or done by or on behalf of the Trust or the Trustees or any of them in connection with the Trust shall be conclusively deemed to have been executed or done only in or with respect to their or his or her capacity as Trustees or Trustee, and such Trustees or Trustee shall not be personally liable thereon.

  • Indemnification and Limitation on Liability 1. Seller agrees to indemnify and hold harmless JPMS and its directors, officers, employees and affiliates from and against all claims, losses, damages and liabilities (including without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) arising out of or attributable to JPMS’s actions taken or not taken in compliance with this Sales Plan or arising out of or attributable to any breach by Seller of this Sales Plan (including Seller’s representations and warranties hereunder) or any violation by Seller of applicable laws or regulations. This indemnification shall survive termination of this Sales Plan. Notwithstanding the foregoing, Seller shall have no indemnification obligation to the extent any claims, losses, damages or liabilities are due to the gross negligence, recklessness or willful misconduct of JPMS or any other indemnified person. 2. Notwithstanding any other provision hereof, JPMS shall not be liable to Seller for: (a) special, indirect, punitive, exemplary or consequential damages, or incidental losses or damages of any kind, even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen; or (b) any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”.