Applicability of Limitations. The limitations set forth in Section 6.3(c) and Section 6.3(d) shall not apply to any claim by Purchaser based on Seller’s fraud.
Applicability of Limitations. The limitations set forth in Section 9.3(a) and Section 9.3(b) shall not apply to breaches of, or inaccuracies in, the Special Representations or in the case of fraud, provided, however, that the total amount of indemnification payments that each of the Indemnitors can be required to make to the Indemnitees pursuant to Section 9.2 shall be limited to (i) the market value as of the time of any indemnification payment of the Azur Ordinary Shares held by such Indemnitor as of the Closing that continue to be held by such Indemnitor as of the time of such indemnification payment and (ii) the amount of cash received by such Indemnitor from the sale, at any time prior to such indemnification payment, of any Azur Ordinary Shares held by such Indemnitor as of the Closing.
Applicability of Limitations. THE PARTIES AGREE THAT THE LIMITATIONS SPECIFIED IN THIS ARTICLE 8 SHALL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
Applicability of Limitations. The right to indemnification or any other remedy based on representations, warranties, covenants and agreements contained in this Agreement will not be affected by any investigation by Parent conducted at any time, or any knowledge acquired by Parent, capable of being acquired by Parent, or that is alleged Parent should have known, at any time, whether before or after the Closing Date, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or agreement.
Applicability of Limitations. The right to indemnification or any other remedy based on representations, warranties, covenants and agreements contained in this Agreement will not be affected by any investigation conducted at any time, or any knowledge acquired, capable of being acquired, or that is alleged the other party should have known, at any time, whether before or after the Closing Date, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or agreement. The waiver of any condition based on the accuracy of any such representation or warranty, or on the performance of or compliance with any such covenant or agreements, will not affect the right to indemnification or any other remedy based on such representations, warranties, covenants and agreements.
Applicability of Limitations. THE FOREGOING LIMITATIONS APPLY EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGE, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.
Applicability of Limitations. Except as expressly provided herein, the indemnity obligations under this Article IV shall apply notwithstanding any investigation made by or on behalf of any Indemnified Party and shall apply without regard to whether the Loss for which indemnification is claimed hereunder is based on strict liability, absolute liability or any other theory of liability or arises as an obligation for contribution.
Applicability of Limitations. 11Notwithstanding any other provision of this Agreement, save as expressly stated, nothing in Schedule 6 or the Tax Deed shall exclude or limit the liability of the Sellers (or any of them) in relation to:
Applicability of Limitations. Notwithstanding anything to the contrary in this Agreement, the parties hereto agree and acknowledge that any Buyer Indemnified Party may bring a claim for indemnification for any Loss under this Section 8.2 notwithstanding the fact that such Buyer Indemnified Party had knowledge of the alleged breach or breach, event or circumstance giving rise to such Loss prior to the Closing or waived any condition to the Closing related thereto. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not affect the right to indemnification under this Section 8.2 based on such representations, warranties, covenants and obligations.
Applicability of Limitations. Notwithstanding the foregoing limitations in this Section 9.1(b), none of the De Minimis Threshold, the Deductible or the Cap shall apply with respect to any claim for indemnification based on (A) any breach of a Fundamental Representation or (B) Fraud by the Seller or the Company.
