Limitations. The provisions of this letter are subject to the terms and conditions of all applicable law.

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. The Lien on Collateral granted hereunder is given as security only and shall not subject Agent or any Lender to, or in any way modify, any obligation or liability of Obligors relating to any Collateral. In no event shall the grant of any Lien under any Loan Document secure an Excluded Swap Obligation of the granting Obligor.

Limitations. Notwithstanding anything in the Lease or this Work Letter to the contrary, # Tenant shall cause the HVAC Allowance to be used solely for HVAC Allowance Items on or before the first (1st) anniversary of the Commencement Date (the “Deadline for Use”); # any amounts of the HVAC Allowance not applied for within ninety (90) days after the first (1st) anniversary of the Commencement Date shall be forfeited; and # Landlord shall have no obligation to provide or disburse all or any portion of the HVAC Allowance so long a monetary event of default by Tenant is continuing under the Lease.

Limitations. No more than eight million (8,000,000) Shares shall be issued pursuant to the exercise of ISOs.

Limitations. (a)Seller shall not have any obligation to indemnify the Buyer Indemnitees from and against any Losses under Section 11.1(a), other than Losses resulting by reason of any fraud or intentional misrepresentation, until the Buyer Indemnitees have suffered Losses by reason of all such breaches in excess of two percent (2%) of the Purchase Price (after which point Seller will be obligated to indemnify the Buyer Indemnitees from and against all such Losses in excess of the first two percent (2%) of the Purchase Price); provided, however, that the foregoing thresholds shall not apply to any indemnification provided by Seller arising out of the representations and warranties in Sections 5.1 (Good Standing and Authority) and 5.8 (Taxes). Buyer shall not have any obligation to indemnify the Seller Indemnitees from and against Losses under Section 11.2(a), other than Losses resulting by reason of any fraud or intentional misrepresentation, until the Seller Indemnitees have suffered Losses by reason of all such breaches in excess of two percent (2%) of the Purchase Price (after which point Buyer will be obligated to indemnify the Seller Indemnitees from and against all such Losses in excess of the first two percent (2%) of the Purchase Price); provided, however, that the foregoing thresholds shall not apply to any indemnification provided by Buyer arising out of the representations and warranties in Sections 6.1 (Good Standing and Authority) and 6.3 (Capitalization).

Notwithstanding anything in this Agreement to the contrary, the liability of each Indemnifying Stockholder to provide any indemnification to any Indemnitee and the right of the Indemnitees to indemnification under Section 6.1 (or otherwise) will be limited in the case of each Indemnifying Stockholder to an aggregate amount equal to the amount specified for such Indemnifying Stockholder on Exhibit H. In addition and without limiting the foregoing, the Indemnifying Stockholders shall not be liable for Damages under Section 6.1 for Damages arising from General Claims until the aggregate amount of all Damages from all such claims exceeds €25,000 (the “Deductible”), in which event the Indemnifying Stockholders shall only be required to pay or be liable for Damages in excess of the Deductible.

Limitations. Any provisions of the Plan to the contrary notwithstanding, no Eligible Employee will be granted an option under the Plan # to the extent that, immediately after the grant, such Eligible Employee (or any other person whose stock would be attributed to such Eligible Employee pursuant to Section 424(d) of the Code) would own capital stock of the Company or any Parent or Subsidiary of the Company and/or hold outstanding options to purchase such stock possessing five percent (5%) or more of the total combined voting power or value of all classes of the capital stock of the Company or of any Parent or Subsidiary of the Company, or # to the extent that his or her rights to purchase stock under all employee stock purchase plans (as defined in Section 423 of the Code) of the Company or any Parent or Subsidiary of the Company accrues at a rate, which exceeds twenty-five thousand dollars ($25,000) worth of stock (determined at the Fair Market Value of the stock at the time such option is granted) for each calendar year in which such option is outstanding at any time, as determined in accordance with Section 423 of the Code and the regulations thereunder.

Limitations. Neither Party shall have the right to exercise decision-making authority to unilaterally # amend, modify or waive compliance with the terms and conditions of this Agreement, or to interpret, alter, increase, expand, or waive compliance by a Party with, a Party’s obligations under this Agreement or # to cause the other Party to perform any activities, or incur any material costs, that are not specified in this Agreement (including the last mutually agreed ​ Research Plan). For clarity, if any Disputed Matter involves a matter outside of the decision-making authority of the JRC, such Disputed Matter shall be resolved in accordance with Section 15.2 except as otherwise expressly set forth herein.

Limitations. Executive agrees that he shall not be entitled to any pro‑rated payment of the Annual Performance Bonus for the year of Executive’s termination. Notwithstanding any other provision in this Agreement or the terms of any severance plan or policy maintained by the Company or its affiliates to the contrary, if the Executive is entitled to the severance benefit provided in Section 6(g)(i), the Executive shall not be entitled to receive any other payments or benefits under any other severance or similar plan maintained by the Company or its affiliates.