Example ContractsClausesRights Limited
Rights Limited
Rights Limited contract clause examples
Previous results

The Manufacturer warrants that all Products will be free from material defects in workmanship for a period of twelve (12) months from the date of shipment (the “Warranty Period”). The term “defect” shall mean a substantial non-conformity of the Products with the technical specifications for such Products. Any claim made pursuant to this limited warranty shall be made only by the Distributor in writing, and only during the Warranty Period. The Distributor shall be required to furnish to Manufacturer evidence of any purported material defects, in such form as may be reasonably requested by the Manufacturer (including, but not limited to, the Distributor’s obligation to return the defective Product to the Manufacturer, at the Distributor’s expense, for inspection). In the event that the Product is found to be defective, in the sole and absolute discretion of the Manufacturer, the Distributor will be reimbursed the cost of return shipment, and shall receive, at the Manufacturer’s option, either # replacement Product(s), or # a credit equivalent to the purchase price of the defective Product, which credit can be applied to the cost of future purchases by the Distributor from the Manufacturer. In no event shall the Manufacturer be obligated to inspect, remove, repair or replace any defective Product, and the Distributor shall be solely responsible for handling warranty claims on behalf of its end user customers. The Distributor’s exclusive remedy for any Product with a material defect, and the Manufacturer’s entire liability in contract, tort or otherwise therefor, is as specifically set forth in this Section.

Limited Consents. In reliance upon the representations and warranties of the Borrowers set forth in this Third Amendment, notwithstanding anything to the contrary in the Credit Agreement:

Limited Guaranty. Concurrently with the execution and delivery of this Agreement, the Sponsor is executing and delivering to the Company a limited guaranty related to certain of Parent’s and Merger Sub’s obligations under the Merger Agreement (the “Limited Guaranty”). The parties hereto hereby agree and acknowledge that the Company’s rights pursuant to clause ‎(ii) of the first sentence of Section ‎5 hereof, the Company’s rights against Parent and Merger Sub pursuant to the Merger Agreement and the Company’s right to assert any other Retained Claim (as defined in the Limited Guaranty) against the Non-Recourse Party(ies) (as defined in the Limited Guaranty) against which such Retained Claim may be asserted as set forth in Section Error! Reference source not found. of the Limited Guaranty, shall be, and are intended to be, the sole and exclusive direct or indirect remedies available to the Company against the Sponsor or any other Non-Recourse Party in respect of any liabilities or obligations arising under, or in connection with, this Agreement, the Merger Agreement and the transactions contemplated hereby and thereby or the negotiation thereof, including in the event that Parent or Merger Sub breaches its obligations under the Merger Agreement, whether or not such breach is caused by the Sponsor’s breach of its obligations under this Agreement.

Limited Effect. Except to the extent specifically amended or modified hereby, the provisions of the Stock Pledge Agreement shall not be amended, modified, impaired or otherwise affected hereby.

During Participant’s lifetime, this restricted stock unit shall not be assignable or transferable other than by will or by the laws of descent and distribution following Participant’s death.

Limited Standstill. Subject to the terms and conditions in this Section 2.6 and Section 2.7, for a period of four (4) years after the Effective Date of this Agreement or until the termination of this Agreement under Section 4.2, whichever is earlier (“Standstill Period”), a Party shall not (either by itself or through an Affiliate or Third Party) initiate, file, encourage, direct, fund or otherwise bring or participate in any claim alleging infringement (direct, indirect, induced, contributory or otherwise), misuse or any other violation of any patents against the other Party or its Affiliates by any Standstill Covered Products (the “Standstill”). “Standstill Covered Products” are # any products or services first made, used, sold, offered for sale, imported or otherwise commercialized by that Party or its Affiliates on or before the Effective Date, including, without limitation, with respect to , the Products, # any products or services made or sold by such Party or its Affiliates that such Party or its Affiliates officially announced at an industry conference or other public forum before the Effective Date as part of such Party’s or its Affiliates’ forthcoming product or service offerings, and # any Natural Evolutions of a product or service covered by (i) or (ii).

Neither the Agent nor any Lender shall disclose to any Person any Specified Information (as defined below) except to its, and its Affiliates’, officers, employees, agents, accountants, legal counsel, advisors and other representatives who have a need to know such Specified Information in connection with this Agreement or the transactions contemplated hereby. “Specified Information” means information that [[Organization A:Organization]] has furnished or in the future furnishes to the Agent or any Lender in confidence, but does not include any such information that # is published in a source or otherwise becomes generally available to the public (other than through the actions of the Agent, any Lender or any of their Affiliates, officers, employees,

Limited Waiver. In reliance upon the representations and warranties of the Borrowers set forth in this Second Amendment and subject to the post-closing matters set forth in Section 5, notwithstanding anything to the contrary in the Credit Agreement, Lender hereby waives the following Event of Default resulting from the Company incurring Indebtedness from Pacific Life Insurance Company in the aggregate principal amount of $1,928,832 (the "Life Insurance Indebtedness"), which Indebtedness was not permitted pursuant to [Section 8.01] of the Credit Agreement (the "Life Insurance Event of Default"). This limited waiver only pertains to the Life Insurance Event of Default and shall not be deemed to constitute a waiver or consent to any other matter except as specifically set forth herein.

Limited Amendment. Except as expressly set forth in this Amendment, the Credit Agreement, the Revolving Note and each other Loan Document shall continue to be, and shall remain, in full force and effect. Except as expressly set forth in this Amendment, this Amendment shall not be deemed or otherwise construed # to be a waiver of, or consent to or a modification or amendment of, any other term or condition of the Credit Agreement, the Revolving Note or any other Loan Document, # to prejudice any other right or remedies that Bank may now have or may have in the future under or in connection with the Credit Agreement, the Revolving Note or the Loan Documents, as such documents may be amended, restated or otherwise modified from time to time, # to be a commitment or any other undertaking or expression of any willingness to engage in any further discussion with Borrower or any other person, firm or corporation with respect to any waiver, amendment, modification or any other change to the Credit Agreement, the Revolving Note or the Loan Documents or any rights or remedies arising in favor of Bank under or with respect to any such documents or # to be a waiver of, or consent to or a modification or amendment of, any other term or condition of any other agreement by and among Borrower, on the one hand, and Bank, on the other hand. By its execution hereof, Borrower hereby acknowledges and agrees that this Amendment is a “Loan Document” and failure to comply with this Amendment shall constitute an Event of Default under the Credit Agreement.

Liability, Limited; Indemnification. The members of the Committee and each of them shall be free from all liability, joint and several, for their acts and conduct, and for the acts and conduct of any duly constituted agents. The Employer shall indemnify and save them harmless from the effects and consequences of their acts and conduct in such official capacity except to the extent that such effects and consequences flow from their own willful misconduct. Under no circumstances will members of the Committee be personally liable for the payment of Plan benefits.

Next results

Draft better contracts
faster with AllDrafts

AllDrafts is a cloud-based editor designed specifically for contracts. With automatic formatting, a massive clause library, smart redaction, and insanely easy templates, it’s a welcome change from Word.

And AllDrafts generates clean Word and PDF files from any draft.