CLAIM LIMITATION. Unless otherwise allowed by applicable law, any claim related to the Services shall be brought within one year of the events giving rise to the claim. Failure to assert any such claim during that one-year period results in the claim being forever waived and barred.
CLAIM LIMITATION. If the Access Client files a claim or counterclaim against Xxxxxx & Xxxxxxxx or any of its attorneys or employees in any such arbitration, he or she may do so only on an individual basis and not with any other member or as part of a class action.
CLAIM LIMITATION. Unless otherwise allowed by applicable law, any claim related to the Application shall be brought within one year of the events giving rise to the claim. Failure to assert any such claim during that one-year period results in the claim being forever waived and barred.
CLAIM LIMITATION. An Indemnified Party shall not be entitled to indemnification under this Article 11 with respect to any matter that was taken into account in the calculation of Final Net Inventory Minus Liabilities or otherwise in the calculation of the amount payable under the Note (“Excluded Claims”).
CLAIM LIMITATION. Notwithstanding anything to the contrary contained herein, Purchaser shall not assert any claim or claims against Seller for breach of any representation or warranty made by Seller in this Agreement, and Seller shall not assert any claim or claims against Purchaser for breach of any representation or warranty made by Purchaser in this Agreement, as the case may be, unless and until the aggregate of such party’s claim or claims thereunder exceeds Twenty Five Thousand and 00/100 Dollars ($25,000.00) (“Claim Threshold”); provided, however, once any claim or claims exceed the Claim Threshold, Purchaser or Seller, as applicable, shall be liable back to the first dollar of such claims. Notwithstanding the foregoing, the limitations of the Claim Threshold shall (a) not be applicable in the event of a breaching party’s gross negligence or willful misconduct and any claim or claims by the other party that fall below the Claim Threshold arising as a result of such breaching party’s gross negligence or willful misconduct may be asserted, or (b) have any effect on the Master Lease.
CLAIM LIMITATION. You acknowledge, understand, and agree that regardless of any statute or law to the contrary, any claim or action arising out of or related to the use of our Services or this Agreement must be filed within one year after said claim or cause of action arose or shall be forever barred.
CLAIM LIMITATION. No claim shall be brought by an Indemnified Person in respect of any misrepresentation or breach of warranty under this Agreement or the other Transaction Documents after one year from and after the date hereof; and any claim for nonfulfillment, default or breach of any covenant shall be brought within one year of the date of that such Indemnified Person became aware or should have become aware of the nonfulfillment, default or breach, unless written notice thereof shall have been provided prior to such one-year period, in which case such surviving claims shall be limited to those in such notice. Except as set forth in the previous sentence, this Article XI is not intended to limit the rights or remedies otherwise available to any party hereto with respect to this Agreement or the Transaction Documents.
CLAIM LIMITATION. Notwithstanding anything to the contrary contained herein, Purchaser shall not assert any claim or claims against Seller for breach of any representation or warranty made by Seller in this Agreement, and Seller shall not assert any claim or claims against Purchaser for breach of any representation or warranty made by Purchaser in this Agreement, as the case may be, unless and until the aggregate of such party's claim or claims thereunder exceeds Twenty Thousand and 00/100 Dollars ($20,000.00).
CLAIM LIMITATION. Subject to Section 7.10 hereof, no Claim shall be brought against Seller or Parent pursuant to Section 7.2(b) unless the aggregate Losses resulting from all Claims brought against Seller and Parent pursuant to Section 7.2(b) exceeds the Indemnification Deductible Amount, following which Losses in excess of the Indemnification Deductible Amount shall be recoverable if and only to the extent otherwise provided for in this Agreement, but subject to the Cap and other limitations set forth in this Agreement. The maximum aggregate liability of Seller and Parent for indemnification pursuant to Section 7.2(b), including attorneys’ fees, costs and interest, shall not exceed the Cap; provided that, the Cap shall not apply to Claims arising out of (i) any actual fraud or willful misconduct by Seller or Parent, (ii) any Excluded Taxes for which Seller or Parent is liable, (iii) any adjustment of Working Capital pursuant to Section 2.6(c), (iv) any breach of the representations and warranties of Seller pursuant to Section 4.10 or (v) any breach of a Seller Fundamental Representation. Notwithstanding anything herein to the contrary, the maximum aggregate liability of Seller and Parent for indemnification pursuant to this Agreement, including attorneys’ fees, costs and interest, shall not exceed the Final Cash Purchase Price. In no event shall Seller or Parent be responsible for any punitive damages (other than those paid by Buyer to a third party) or any consequential damages, diminution in value, loss of revenue or loss of profits, in each case other than consequential damages that were reasonably foreseeable at the time of the breach by Seller.
CLAIM LIMITATION. In no event shall Seller be liable for any Claim pursuant to Section 7.2(b) unless the aggregate Losses resulting from all Claims brought against Seller pursuant to Section 7.2(b) exceeds the Indemnification Threshold Amount, following which all such accumulated Losses shall be recoverable as provided for in this Agreement; provided, however, that the maximum aggregate liability of Seller for indemnification pursuant to Section 7.2(b), including attorneys’ fees, costs and interest, shall not exceed the Cap; provided further, that the Cap shall not apply to Claims arising out of (i) any fraud or willful misconduct by Seller, (ii) any Excluded Taxes for which Seller is liable or (iii) any breach of a Seller Fundamental Representation. Notwithstanding anything herein to the contrary, the maximum aggregate liability of Seller for indemnification pursuant to this Agreement, including attorneys’ fees, costs and interest, shall not exceed the Final Cash Purchase Price.
