Limitation Contract Clauses (386)

Limitation. This Amendment shall be limited precisely as written and except as expressly provided herein, shall not be deemed (a) to be a consent granted pursuant to, or a waiver or modification of, any term or condition of the Credit Agreement or any of the instruments or agreements referred to therein or (b) to prejudice any right or rights which the Administrative Agent or the Lenders may now have or have in the future under or in connection with the Credit Agreement or any of the instruments or agreemen...ts referred to therein. Unless the context indicates otherwise, on and after the Amendment Effective Date, whenever the Credit Agreement is referred to in the Credit Agreement, the other Loan Documents or any of the instruments, agreements or other documents or papers executed or delivered in connection therewith, such reference shall be deemed to mean the Credit Agreement as amended by this Amendment. View More

Limitation. Notwithstanding any provision of the Plan to the contrary, if a Participant's status as an Employee is terminated for any reason other than due to a Qualifying Termination, the Participant shall not be entitled to receive any Severance Benefits under the Plan, and the Company shall not have any obligation to such Participant under the Plan.

Limitation. 3.1 The obligations set forth in Paragraph 2 shall cease for any particular Trade Secret, Confidential and Proprietary Information, or Third-Party Information when such information becomes generally known or available to the public or the industry other than by a disclosure in violation of this Agreement.3.2 You understand and acknowledge that you are not prohibited from making disclosures of Trade Secrets that: i) are made: a) in confidence to a federal, state, or local government official, eit...her directly or indirectly, or to an attorney, and b) solely for the purpose of reporting or investigating a suspected violation of law; or ii) is made in a complaint or other document filed in a court, administrative, or arbitral proceeding, if such filing is made under seal. If you file a lawsuit alleging retaliation by the Company or an Affiliate for reporting a suspected violation of law, you may disclose Trade Secrets related to the suspected violation of law or alleged retaliation to your attorney and use those Trade Secrets in the proceeding if you or your attorney: i) files any document containing Trade Secrets under seal; and ii) does not disclose the Trade Secrets, except pursuant to court order. The Company and its Affiliates provide this notice in compliance with the Defend Trade Secrets Act of 2016 and to avail itself of the full remedies in that act. [NAME] 12[GRANT NUMBER][GRANT DATE] [JOB/ROLE]4813-5302-6525.4 Exhibit 10.5ATTACHMENT CMUTUAL BINDING ARBITRATION AGREEMENT1. Claims. Except as provided in Paragraph 2 below, you and the Company and its Affiliates agree:a. to use binding arbitration to resolve any claim, dispute, or controversy that arises out of, relates to, or has any connection with this Agreement or your employment agreement, employment, application for employment, termination of employment, or other association with the Company or one or more of its Affiliates ("Claims"); and b. this arbitration agreement applies to Claims: (i) based on or arising under federal, state, or local laws including but not limited to Claims under or pursuant to constitutions, statutes, regulations, ordinances, executive orders, or the common law; (ii) based on or arising under contracts and covenants (express or implied), torts, or restitution; (iii) that you asserts against the Company and its Affiliates and their respective predecessors, successors, and assigns, as well as their respective owners, officers, directors, employees, and agents; and (iv) that the Company or one or more of its Affiliates, or their predecessors, successors, or assigns assert against you. View More

Limitation. Nothing in this Agreement shall be construed to provide the Executive any rights whatsoever with respect to the Award Shares except as specifically provided herein, or constitute evidence of any agreement or understanding, express or implied, that the Company shall employ the Executive other than as provided in the Employment Agreement.

Limitation. Notwithstanding the foregoing Sections V.4 and V.5, unless the Issuer has received approval from stockholders or waiver of applicable limitations under the rules of The Nasdaq Capital Market, the Issuer shall not effect any issuance of Conversion Shares, and the Lender shall not have the right to receive any Common Conversion Shares or Financing Securities under this Note, (a) until the listing of the Common Conversion Shares or Financing Securities, as applicable, with The Nasdaq Capital Market..., which the Issuer undertakes to complete as soon as practicable, and (b) to the extent that (i) after giving effect to such issuance, the Lender (together with the Lender's affiliates, and any other person acting as a group together with the Lender or any of the Lender's affiliates) would beneficially own any Common Stock in excess of 19.99% of the number of shares of the Common Stock outstanding immediately after giving effect to such issuance or (ii) such issuance would cause the Issuer to have issued a number of shares of Common Stock or securities convertible or exercisable for shares of Common Stock in excess of 19.9% of the number of outstanding shares of Common Stock on the date of this Note. Any amounts not issuable to the Lender in Securities as a result of this paragraph shall be payable in cash in accordance with Section V.1. 3 VI. DEFINITIONS. For all purposes of this Note, the following terms shall have the respective meanings set forth below: 1. "Business Day" means a day on which commercial banks are not required or authorized by law to close in New York, New York. 4 9. "Qualified Financing" shall mean the first Equity Financing (or substantially concurrent Equity Financings), primarily for equity financing purposes, occurring after the date hereof which results in immediately available gross proceeds to the Issuer, excluding proceeds from this Note and any other indebtedness of the Issuer that converts into equity in such financing, of at least $10 million; provided, that, in order for any such Equity Financing to constitute a "Qualified Financing," at least 50% of the amount invested in such Equity Financing must be made by Persons who are not an affiliate of the Issuer. View More