Application of Limitations. All limitations on liability, damages and claims are intended to apply without regard to whether other provisions of this Agreement have been breached or have proven ineffective.
Application of Limitations. Regardless of whether we, our employees or agents, knew of the possibility of the claim being incurred the limitations of liability in this clause 22 shall apply.
Application of Limitations. The Election 20(b)(1) and (2) limitations apply based on Elective Deferral Compensation described in Elections 9 – 11. If the Employer elects Plan Year/Participation Compensation under column (1) and in Election 10 elects Participating Compensation, in the Plan Years commencing after an Employee becomes a Participant, apply the elected minimum or maximum limitations to the Plan Year. Apply the elected limitation based on such Compensation during the designated time period and only to HCEs as elected below. (Choose a. or choose b. and c. as applicable. Under each of a., b. or c. choose one of (1) or (2). Choose (3) if applicable):
(1) (2) (3) Plan Year/Participating Compensation Payroll period HCEs only
a. [ ] Both. Both limits under Elections 20(b)(1) and (2). [ ] [ ] [ ]
b. [X] Maximum limit. The maximum amount limit under Election 20(b)(1). [X] [ ] [ ]
c. [X] Minimum limit. The minimum amount limit under Election 20(b)(2). [ ] [X] [ ]
Application of Limitations. The Election 20(b)(1) and (2) limitations apply based on Elective Deferral Compensation described in Elections 9 - 11. If the Employer elects Plan Year/Participating Compensation under column (1) and in Election 10 elects Participating Compensation, in the Plan Years commencing after an Employee becomes a Participant, apply the elected minimum or maximum limitations to the Plan Year. Apply the elected limitation based on such Compensation during the designated time period and only to HCEs as elected below. (select (3) OR select one or more of (4) and (5); under each of (3) through (5), select one of (1) or (2); choose
Application of Limitations. Nothing in this Agreement shall operate to exclude or restrict either party’s liability for death or personal injury resulting from negligence or wilful default or for fraud or fraudulent misrepresentation or any other matter for which liability cannot effectively be excluded by law
Application of Limitations. Regardless of whether we, our employees or agents, knew of the possibility of the claim being incurred the limitations of liability in this clause 22 shall apply. ThreeTrader Global Limited VFSC: 40430 Client Agreement Version: 1.0
Application of Limitations. Subject to clause 11.2, the liability of the Parent and the Vendor in respect of any claim arising under, or for breach of, this Agreement shall be limited as set out in Schedule 5.
Application of Limitations. None of the limitations set forth in Section 10.3(a) shall apply to Indemnification Obligations arising from or relating to (i) any fraud or intentional misrepresentation (whether on the part of the Seller, any Seller Member or any past, current or future Affiliate or Representative of the Seller or any Seller Member), (ii) any of the matters referred to in [***] or (iii) any breach of any covenant or obligation of the Seller in this Agreement (the Indemnification Obligations referred to in this sentence, the “Designated Indemnification Obligations”). Without limiting the generality of the foregoing (and without limiting any of the other remedies the Purchaser may exercise to ensure or compel the satisfaction of the Designated Indemnification Obligations), the Purchaser shall be entitled to exercise unlimited rights of deduction, withholding and setoff from and against any and all Contingent Payments as a means of providing for the satisfaction of the Designated Indemnification Obligations. Notwithstanding anything to the contrary set forth in this Section 10 (but subject to the Purchaser’s rights to exercise tort-based remedies against Persons involved in the commission of torts), except in the context of recovering Damages that may be payable by the Seller to any Indemnitee in connection with any of the Seller’s Designated Indemnification Obligations, (A) once the Aggregate Closing Payment Amount has been paid to the Seller, such amount shall not be subject to recovery by any Indemnitee under this Agreement, and (B) once any Contingent Payment has been made by the Purchaser to the Seller, such Contingent Payment shall not be subject to recovery by any Indemnitee under this Agreement. Notwithstanding the introductory language of the previous sentence, once the Aggregate Closing Payment Amount has been paid to the Seller, the funds comprising such Aggregate Closing Payment Amount shall not be subject to recovery pursuant to clause “(f),” “(g),” “(h)” or “(i)” of Section 10.2; provided, however, that nothing in this sentence or elsewhere in this Agreement shall limit or otherwise affect (1) the right of the Purchaser or any other Indemnitee to recover the Aggregate Closing Payment Amount pursuant to clause “(d),” “(e)” or “(j)” of Section 10.2 or (2) any of the other remedies that the Purchaser or any other Indemnitee may exercise to ensure or compel the satisfaction of the Designated Indemnification Obligations.
Application of Limitations. (a) There shall be no limit on indemnification arising from claims related to (i) fraud, (ii) third party products liability claims for products manufactured and sold by Seller prior to Closing that involve death or serious bodily injury or (iii) Liabilities for late deliveries in the purchase order identified on Part 9.01(a) of the Disclosure Schedule (but only for Liabilities for events that arise until the products covered by the purchase order are made available for shipment by Seller); provided, however, that Buyer shall not receive indemnification from Seller to the extent it has received payment from its insurance providers.
(b) Subject to Section 9.04(a), the maximum indemnification liability for indemnification claims resulting from (i) Breach of provisions related to Sections 2.04, 2.07, 2.11, 2.15, 3.01, 3.04 and 10.04, (ii) claims arising in connection with a possible continuity of employment ("Betriebsubergang") from any former employees of Seller, except for those listed on Part 9.02 of the Disclosure Schedule, according to Section 613a of the German Civil Code, (iii) any Taxes, for which the tax liability of the Buyer arises from the conduct of the business within the meaning of ss. 75 of the German Fiscal Code ("Abgabenordnung") pursuant to Section 9.02(a), and (iv) claims pursuant to Section 9.02(b), shall be the Purchase Price.
(c) Subject to Section 9.04(a) and Section 9.04(b), the maximum indemnification liability for all indemnification claims by Buyer Indemnitees and Seller Indemnitees other than with respect to Sections 2.04, 2.07, 2.11, 2.15, 3.01, 3.04 and 10.04 shall be 5% of the Purchase Price, which shall exclusively be provided from the Common Stock deposited with the Escrow Agent.
(d) Notwithstanding anything to the contrary herein, neither party shall be entitled to indemnification for Damages incurred as a result of any Breach of representations and warranties in this Agreement unless and until the amount of Damages for any single claim which may be asserted hereunder by such party, exceeds the Threshold Amount, at which time such party will have the right to all Damages incurred in excess of the Threshold Amount. "Threshold Amount" means an amount equal to US$50,000. In addition, notwithstanding anything herein to the contrary, this Section 9.04(d) shall not apply to any Breach arising due to fraud, Liabilities for late deliveries in the purchase orders identified on Part 9.01(a) of the Disclosure Schedule (but only for Lia...
Application of Limitations. 25 9.05 Defense of Third Party Claims..............................26 9.06 Exclusive Remedy; Additional Indemnification Issues........27
