Limitations. Notwithstanding any other provisions of this [Section 2.05], to the extent that any or all of the Net Cash Proceeds of any Disposition by a Foreign Subsidiary (other than a Loan Party) or of any Involuntary Disposition with respect to assets of a Foreign Subsidiary (other than a Loan Party) would, in any such case, give rise to a prepayment event pursuant to [Section 2.05(b)(i)], to the extent that the Borrower has determined in good faith after consultation

No Borrower will, nor will it permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause, incur, assume, suffer or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Person to pay any Indebtedness owed to the Borrowers; provided that a Subsidiary of a Borrower (which is not itself a Credit Party) that obtains financing may agree with the provider of such financing to restrict repayments of intercompany Indebtedness owing to the Borrowers.

Limitations. Each Option will be designated in the Award Agreement as either an Incentive Stock Option or a Nonstatutory Stock Option. However, notwithstanding such designation, to the extent that the aggregate Fair Market Value of the Shares with respect to which Incentive Stock Options are exercisable for the first time by the Participant during any calendar year (under all plans of the Company and any Parent or Subsidiary) exceeds one hundred thousand dollars ($100,000), such Options will be treated as Nonstatutory Stock Options. For purposes of this Section 6(a), Incentive Stock Options will be taken into account in the order in which they were granted and in accordance with Section 2(p)(i-iv). The Fair Market Value of the Shares will be determined as of the day/date the Option with respect to such Shares is granted. With respect to the Committee’s authority in Section 4(b)(viii), if, at the time of any such extension, the exercise price per Share of the Option is less than the Fair Market Value of a Share, the extension shall, unless otherwise determined by the Committee, be limited to the earlier of # the maximum term of the Option as set by its original terms, or # ten (10) years from the grant date. Unless otherwise determined by the Committee, any extension of the term of an Option pursuant to this Section 4(b)(viii) shall comply with Code [Section 409A] to the extent necessary to avoid taxation thereunder.

Limitations. Notwithstanding the provisions of [Sections 11.10 and 11.11]1], no adjustment to the Purchase Price for Environmental Defect Values shall be made unless and until the sum of # the aggregate value of all Environmental Defect Values (the “Aggregate Environmental Defect Value”) plus # the Aggregate Title Defect Value (after taking into account any offsetting Title Benefit Values) exceeds the Aggregate Defect Deductible. Only Environmental Defect Values that are equal to or greater than the De Minimis Environmental Defect Cost with respect to any single Environmental Defect for a Well, Lease or Unit shall be considered in calculating the Aggregate Environmental Defect Value.

Limitations. Notwithstanding anything to the contrary in this Lease, Tenant shall not be responsible to remediate nor otherwise be liable to Landlord or responsible for (nor shall Tenant be responsible to indemnify Landlord with respect to) any Hazardous Materials # located in, on, under or about the Project prior to the date of mutual execution of this Lease, # brought upon the Project by Landlord or any Landlord Party(ies), or # that have migrated onto the Premises or Project from other properties ("Landlord’s Hazardous Materials"), except to the extent any of the Hazardous Materials described in items (A), (B), or (C) are generated, used, transported, exacerbated, released or disturbed by Tenant or any of Tenant’s Agents. To the extent that Landlord’s Hazardous Materials are discovered at the Project and remediation of the same is required by a governmental authority with jurisdiction (which remediation is not triggered because of the particular use of the Premises by Tenant or its subtenants or assigns), or the presence of Landlord’s Hazardous Materials would materially affect the safety of Tenant's employees or create a significant health hazard for Tenant's employees, then Landlord shall remediate the Landlord’s Hazardous Material (to the extent required by the applicable governmental authority) at Landlord’s sole cost and expense, and not subject to inclusion in Operating Expenses.

Limitations. The agreement of any Obligor shall not be required for any modification of a Loan Document that deals solely with the rights and duties of Lenders and/or Agent as among themselves. Only the consent of the parties to any agreement relating to fees shall be required for modification of such agreement. Any waiver or consent granted by Agent or Lenders hereunder shall be effective only if in writing and only for the matter specified.

Limitations. Client is not authorized to, and shall not, make any warranty, guarantee or representation on behalf of Relativity or its vendors respecting the Software or Services to Client’s end users. The warranties and Services herein: # are limited to the Software alone; # do not apply in case of any problems arising from any combination or operation of the Software with other software, components, or equipment not provided by Relativity; and # shall be void if non-conformance or problems result from accident, abuse, misapplication, modifications to the Software not made or authorized in writing by Relativity, or any use other than the specific purpose for which the Software is designed. Relativity does not warrant that the Software, its functions, or results of using the Software, will be suitable for Client’s intended use, or that the operation of the Software will be uninterrupted or Error-free, or that the Software will be secure from unauthorized access or hacking. The express warranties made herein are in lieu of, and to the exclusion of, all other warranties, conditions or representations of any kind, express or implied, statutory or otherwise, relating to the Software or Services. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, RELATIVITY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS OF THE SOFTWARE FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT (INFRINGEMENT BEING COVERED BY THE EXPRESS PROVISIONS OF SECTION 9), AND ANY IMPLIED WARRANTIES OR OTHER OBLIGATIONS ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE, AND ALL SUCH WARRANTIES, CONDITIONS AND REPRESENTATIONS ARE EXCLUDED FROM THIS AGREEMENT AND WAIVED TO THE FULLEST EXTENT NOT PROHIBITED BY LAW.

Limitations. Relativity’s obligations under this Section do not apply to any Claim based on any: # use of the Software not in accordance with this Agreement; # modification of the Software by any party other than Relativity; # continued use of the Software after the Term; # prior Release of the Software, to the extent the Claim could have been avoided by using the most current Release; or # combination or operation of Relativity’s Software with other software, components, data, or equipment not created by Relativity, to the extent the Claim could have been avoided in the absence of such combination or operation.

Limitations. Save as expressly set out in this Agreement, neither party gives any representation or warranty in respect of the subject matter of this Agreement, and all representations and warranties that may be implied (by statute or otherwise) are hereby excluded to the maximum extent permitted by law.

Limitations. Notwithstanding anything to the contrary contained herein, none of EVO Companies or any of their Affiliates will be liable hereunder for any Losses arising out of or relating to the performance of the Transition Services, except to the extent found by a court of competent jurisdiction to arise from gross negligence, fraud or willful misconduct of any Provider.