Limitations and Qualifications Sample Clauses

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. In addition to the assumptions and qualifications set forth above, the foregoing opinions are also limited by the following qualifications:

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 Xxxx-Xxxxx Xxxx 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. In addition to the other limitations and qualifications described herein, the foregoing opinions are subject in all respects to the following limitations and qualifications:

Limitations and Qualifications. (a) Notwithstanding anything else set forth herein, an Indemnified Party shall not otherwise be entitled to any indemnification under this Article XII unless and until the Indemnified Parties shall have incurred Damages of at least an amount equal to the sum of $200,000 (the "Basket Amount"), in the aggregate, in which case an Indemnifying Party shall only be liable to provide indemnification equal to the proportion (as provided in clause (c) below) of the amount of the cumulative Damages, including the Basket Amount. (b) The parties hereto understand and agree that the indemnity obligations of the Indemnifying Shareholders under this Article XII shall terminate on the date 18 months following the Effective Time, except insofar as a claim for indemnification under this Article XII has been asserted on or before such date by an Indemnified Party delivering written notice thereof to each Indemnifying Shareholder sought to be held liable under this Article XII, and such claim has not been resolved in accordance with the terms of this Agreement or otherwise. (c) Notwithstanding anything else set forth herein, the total cumulative portion of any or all Damages for which an Indemnifying Shareholder may be held liable, and the total cumulative portion of any or all Damages for which all of the Indemnifying Shareholders together may be held liable, under this Article XII shall be a pro-rata portion of such Damages as calculated under the following formula: P = (S / OS) x D Where: P is the cumulative pro-rata portion of Damages for which an Indemnifying Shareholder may be held liable, and the total cumulative pro rata portion of Damages for which all of the Indemnifying Shareholders together may be held liable; S is the number of shares of the Company Common Shares owned by all of the Indemnifying Shareholders Immediately prior to the Effective Time; OS is the sum of the Merger Shares and Dissenting Shares; and D is the cumulative total of Damages. (d) Each Indemnifying Shareholder shall have the right to use up to the number of FNIS Common Shares received by such Indemnifying Shareholder in the First Merger to satisfy any indemnification obligation imposed under this Article XII by surrendering all or part of such shares to an Indemnified Party entitled to such indemnification in lieu of the payment of cash, provided that any remaining balance of Damages shall be payable in cash. For purposes of this Article XII, such number of FNIS Common Shares shall be increase...

Limitations and Qualifications. (a) Notwithstanding any other provision of this Article 6: (i) No Seller shall be required to indemnify or hold harmless any Buyer Indemnitee pursuant to Sections 6.2(a)(i) or 6.2(b) against, or reimburse any Buyer Indemnitee for, any individual claim (or series of claims arising from the same or directly related underlying facts, events or circumstances) unless such claim (or series of claims arising from the same or directly related underlying facts, events or circumstances) involves Losses of more than $15,000. For avoidance of doubt, the entire amount of a Loss arising from a claim (or series of claims) that exceeds $15,000 shall be included for purposes of this Article 6. (ii) No Seller shall be required to indemnify or hold harmless any Buyer Indemnitee against, or reimburse any Buyer Indemnitee for, any Losses pursuant to Sections 6.2(a)(i) or 6.2(b) (other than Losses arising as a result of the inaccuracy or breach of any representation or warranty set forth in a Fundamental Representation made by Sellers) until the aggregate amount of the Buyer Indemnitees’ Losses exceeds $345,148.00 (the “Deductible”), at which time such Buyer Indemnitee shall be entitled to indemnification for all Losses in excess of the Deductible (subject to the other provisions of this Article 6). (iii) The cumulative aggregate indemnification obligation of Sellers under Sections 6.2(a)(i) and 6.2(b) shall in no event exceed $8,053,453.35 (the “Cap”), except in respect of Losses arising as a result of the inaccuracy or breach of any representation or warranty set forth in a Fundamental Representation made by Sellers; provided, however, that in no event shall the cumulative indemnification obligation of Sellers under Sections 6.2(a)(i) and 6.2(b) (including with respect to any inaccuracy or breach of any representation or warranty set forth in a Fundamental Representation made by Sellers) exceed an aggregate amount equal to 100% of the sum of (x) the Cash Payment and (y) an amount equal to 100% of all Earnout Amounts actually paid by Buyer to Sellers (including any amount paid in connection with a Sale of the Company) pursuant to Section 1.8 hereof. (b) Notwithstanding any other provision in this Article 6: (i) Buyer shall not be required to indemnify or hold harmless any Seller Indemnitee pursuant to Section 6.3(a) against, or reimburse any Seller Indemnitee for, any individual claim (or series of claims arising from the same or directly related underlying facts, events or ci...

Limitations and Qualifications. 41 Section 9.6 Escrow................................................................43 Section 9.7 Escrow Period; Release From Escrow....................................43

Limitations and Qualifications. 10.1 The Seller shall not be liable to indemnify the Purchaser with respect to a Warranty Claim to the extent that the matter or circumstance giving rise to that claim: (i) was Fairly Disclosed to the Purchaser on or prior to the Signing Date or was otherwise Known to the Purchaser; (ii) would be revealed by making a standard search ten (10) Business Days prior to the date of this Agreement on the public files at the district court and administrative court of the Seller’s domicile forum, the Swedish Companies Registration Office (Sw. Bolagsverket) and the Swedish Patent and Registration Office (Sw. Patent- och Registreringsverket). 10.2 The Seller shall not be liable to indemnify the Purchaser for any Loss if and to the extent: (i) an express provision, reserve, or appropriation has been made for such Loss in the Company Balance Sheet; (ii) the Loss arises solely as a result of any legislation not in force at the Signing Date, or which takes effect retroactively, or occurs solely as a result of any increase in the rate of Tax in force at the date hereof or any change after the Closing Date in any established, long-term and published practice of the Tax Authorities in operation prior to the Closing Date; (iii) the Purchaser or the Company has actually been compensated in respect of any matter giving rise to such Loss by any insurance of the Company that is in force on the Closing Date or would have been compensated in respect of such matter had the Company maintained such insurance in effect after the Closing; or (iv) the Purchaser or the Company has actually been compensated in respect of the matter giving rise to such Loss by a third party. 10.3 Nothing in this Agreement shall be deemed to relieve the Purchaser to the extent of any duty imposed on the Purchaser by Swedish law to mitigate any Loss suffered or incurred by it as a result of any of the Warranties of the Seller being untrue or incorrect. 10.4 For the purpose of this Agreement, a Liability, which is contingent shall not constitute a Loss hereunder unless and until such contingent liability becomes an actual Liability and is due and payable. If the Purchaser has made a Claim with respect to a contingent liability within the time period permitted under this Agreement, the Seller shall indemnify the Purchaser with respect to such Liability in accordance with the terms and conditions of this Agreement when such Liability constitutes a Loss. 10.5 The Seller shall not be liable in respect of any Warr...