The clause "including without limitation" is often used in contracts to indicate that the provided examples or list are not exhaustive and that additional items or scenarios could apply. This phrase helps ensure that the scope of the provision is broad and not limited solely to the mentioned elements.
1.5 “Gross VOD Receipts” means all revenues, including without limitation, tips, received from the exploitation of VOD and SVOD content that Licensee is licensed to exploit (including, without limitation, the Licensed Materials). The Gross Receipts do not include revenues derived from content owned by Licensee.
3.1 Apportionment of Revenues. Licensor shall be compensated for the use of the Licensed Materials, including without limitation, the Content, as follows.
1. Each United States and foreign trademark and trademark application, including, without limitation, each United States federally registered trademark and trademark application referred to in Schedule 1 annexed hereto, together with any extensions or renewals thereof and all goodwill associated therewith;
2. Each trademark license, including, without limitation, each trademark license listed in Schedule 1 annexed hereto, together with all goodwill associated therewith;
5. Each patent license, including, without limitation, each patent license listed in Schedule 2 annexed hereto, together with all goodwill associated therewith;
4. Each United States and foreign patent and patent application, including, without limitation, each United States federally registered patent and patent application referred to in Schedule 2 annexed hereto, together with any reissues, continuations or extensions thereof and all goodwill associated therewith;
6. All products and royalties, fees, income, payments and other proceeds of the foregoing items 4 through 5, including, without limitation, any claim by the Grantor against third parties for past, present or future infringement, misappropriation, dilution, violation or other impairment of any patent, including, without limitation, any patent referred to in Schedule 2 annexed hereto, any trademark issued pursuant to a patent application referred to in Schedule 2 annexed hereto and any patent licensed under any patent license listed in Schedule 2 annexed hereto (items 4 through 6 being herein collectively referred to as the “Patent Collateral”);
7. If applicable, each United States and foreign copyright and copyright application, including, without limitation, each United States federally registered copyright and copyright application referred to in Schedule 3 annexed hereto, together with any extensions or renewals thereof and all goodwill associated therewith;
9. All products and royalties, fees, income, payments and other proceeds of the foregoing items 7 through 8, including, without limitation, any claim by the Grantor against third parties for past, present or future infringement, misappropriation, dilution, violation or other impairment of any copyright, including, without limitation, any copyright referred to in Schedule 3 annexed hereto, any copyright issued pursuant to a copyright application referred to in Schedule 3 annexed hereto and any copyright licensed under any copyright license listed in Schedule 3 annexed hereto (items 7 through 9 being herein collectively referred to as the “Copyright Collateral”; items 1 through 9 (i.e., the Trademark Collateral, the Patent Collateral and the Copyright Collateral) being herein collectively referred to as the “IP Collateral”).
Except as otherwise provided in this Agreement or by law, the Advisor shall not be responsible for any expenses of the Trust or any Fund and the Trust and each Fund assumes and shall pay or cause to be paid all of its expenses, including, without limitation: organizational and offering expenses (including without limitation out-of-pocket expenses, but not overhead or employee costs of the Advisor) unless otherwise agreed to by the Trust and the Advisor;
(b) The Trust agrees and consents that: (i) the name “Antetokounmpo” is proprietary to Giannis Sina Ugo Antetokounmpo (or one or more of his affiliates), a member of the Advisor; (ii) it will only use the name “Antetokounmpo” as a component of its name or a name of its series and for no other purpose; (iii) it will not purport to grant to any third party the right to use the name for any other purpose; (iv) Giannis Sina Ugo Antetokounmpo, or one or more of his affiliates may use or grant to others the right to use the name “Antetokounmpo” as all or a portion of a corporate or business name or for any commercial purpose, including, without limitation, a grant of such right to any other investment company or other pooled vehicle; (v) upon termination of this Agreement, the Trust shall promptly take whatever action may be necessary to change its name and the names of its series and discontinue any further use of the name “Antetokounmpo” in the name of the Trust, a Fund or otherwise.
his Agreement will take effect on the date first set forth above. Unless earlier terminated pursuant to paragraph 9 hereof, this Agreement shall remain in effect until two years from the date hereof, and thereafter will continue in effect from year to year, so long as such continuance shall be approved at least annually by the Board, including, without limitation, the vote of the majority of the Trustees who are not parties to this Agreement or “interested persons” (as defined in the 1940 Act) of any such party, cast in person at a meeting called for the purpose of voting on such approval, or by the holders of a “majority” (as defined in the 1940 Act) of the outstanding voting securities of the Trust and by such a vote of the Board.
(a) Except as otherwise expressly provided in this Agreement, disputes between or among any of the parties hereto, and/or disputes between or among any of the parties hereto and any Person who has executed a Joinder (to the extent any such disputes among the parties and/or among the parties and Persons who executed Joinders relate directly to the subject matter of this Agreement), shall be determined solely and exclusively by arbitration in accordance with this Article IV, which shall be broadly construed in favor of arbitrability of all such disputes, including, without limitation, any dispute, controversy, claim or other issue arising out of or relating to:
The use of the terms “including” or “include” shall in all cases herein mean “including, without limitation” or “include, without limitation,” respectively. References to any “Article”, “Section” or “Exhibit” shall refer to an Article or Section of, or an Exhibit to, this Agreement, as the same may be amended, modified, supplemented or restated from time to time in accordance with this Agreement or any other document or instrument of even date herewith. All references to the discretion of the Trustees (or any of them) shall mean the sole and absolute discretion of the Trustees.
a) The Company shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee was or is or becomes a party to or other participant in, or is threatened to be made a party to or other participant in, any Claim (as defined herein) under Applicable Law arising from or related to any failure or alleged failure by the Subsidiary to comply with any requirement (including, without limitation, any capitalization requirement) under Applicable Law, or on any other basis under Applicable Law that would assign, or purport to assign, liability to Indemnitee by reason of his control over the Company, for any Expenses (as defined herein) or any Other Liabilities (as defined herein), including, without limitation, all interest, penalties, assessments and other charges paid or payable in connection with or in respect of such Expenses or Other Liabilities, unless and only to the extent such Expenses or Other Liabilities are finally judicially determined (after exhaustion of all appeals) to have arisen out of Indemnitee’s bad faith or willful misconduct (with the burden of proof on the Company) (any such Claim, a “Covered Claim”). Such payment of Expenses or Other Liabilities shall be made by the Company as soon as practicable but in any event no later than five (5) business days after written demand by Indemnitee therefor is presented to the Company (including, for clarity, prior to the final disposition of any Covered Claim).
(d) The indemnification provided by this Agreement shall be in addition to any rights to which Indemnitee may be entitled under the Company’s Certificate of Incorporation, its Bylaws (as now hereafter in effect), any other agreement (including, without limitation, the Indemnification Agreement between the Company and Indemnitee dated as of ____), any vote of stockholders or disinterested directors, the General Corporation Law of the State of Delaware, or otherwise. The indemnification provided under this Agreement shall continue in perpetuity as to Indemnitee for any action taken or not taken while serving in an indemnified capacity, regardless of whether Indemnitee continues to serve in such capacity.
(g) For purposes of this Agreement, the termination of any Claim by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. For purposes of this Agreement, without creating any presumption as to the existence of bad faith or willful misconduct if the following circumstances do not exist, Indemnitee shall be deemed to have acted in good faith and without willful misconduct if Indemnitee’s actions or omissions to act are taken in good faith reliance upon the records of the Company, including, without limitation, its financial statements, or upon information, opinions, reports, statements or recommendations furnished or made to Indemnitee by the officers or employees of the Company or its subsidiaries (including, without limitation, the Subsidiary) in the course of their duties, or by committees of the Board, or by any other person (including, without limitation, legal counsel, accountants and financial advisors), as to matters Indemnitee reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company.
ii. “Expenses” shall mean any and all expenses (including, without limitation, reasonable attorneys’ fees, costs and expenses and all other fees, costs, expenses and retainers, including, without limitation, court costs, transcript costs, the fees and other costs of experts and other professionals, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and all other charges, disbursements and obligations) incurred in connection with, or as a result of, investigating, defending, being a witness in or participating in (including, without limitation, on appeal), or preparing to defend, to be a witness in or to participate in, any Claim. Expenses also shall include expenses incurred in connection with any appeal resulting from any Claim, including, without limitation, the premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent.
i. “Claim” shall mean any actual, threatened, pending or completed action, suit, proceeding, claim, counterclaim, cross claim, arbitration, mediation, regulatory process, alternative dispute resolution mechanism, hearing, inquiry or investigation, whether brought in the right of the Company or otherwise and whether of a civil, criminal, administrative, legislative, regulatory, enforcement or investigative (formal or informal) nature, including, without limitation, any appeal therefrom. If Indemnitee believes in good faith that a given situation may lead to, or result in, the institution of a Claim, then such situation shall be considered a Claim.
iii. “Other Liabilities” shall mean damages (including, without limitation, incidental, consequential, special, exemplary, indirect and punitive damages), losses, liabilities, awards, judgments, fines, penalties, assessments, deficiencies and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) arising from or related to any Claim, and any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement.
“Including without limitation” is a legal phrase often used in contracts and agreements to clarify that the list of items or examples given is not exhaustive. This phrase indicates that, while specific elements are mentioned, other items not explicitly listed are still covered under the provision.
You should use “including without limitation” in legal documents and contracts when you want to specify certain examples or items without restricting the scope of the clause to only those items. It is useful if you anticipate that there might be additional, unforeseen items that should also be included in the scope of the clause.
To write “including without limitation,” you generally insert it after a list or series to clarify that the list is not exhaustive. Here is an example of how it might be used in a clause:
The Company agrees to provide the following services, including, without limitation, website design, content creation, and social media management.
The phrase “including without limitation” is often found in the following types of contracts:
Including this phrase can help prevent disputes over whether specific items or services were intended to be covered under the agreement.
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Dive deeper into the world of clauses and learn more about these other clauses that are used in real contracts.
"Incorporation by reference" is a contractual mechanism that allows parties to include terms from an external document within the contract without restating them verbatim. By referring to the external document, the parties agree to abide by its terms as if they were fully set out within the contract itself.
The incorporation of exhibits clause specifies that all exhibits, attachments, or annexes referenced in a contract are considered integral parts of the agreement, having the same binding effect as if they were fully included in the main document. This clause ensures that any additional documentation accompanying the contract is recognized and enforceable under the terms of the contract.
The "Incorporation of Recitals" clause specifies that the introductory statements (recitals) of a contract are fully integrated into the body of the agreement, making them legally binding and enforceable. This ensures the context and intentions outlined in the recitals are considered as part of the contractual obligations of the parties involved.
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