Common use of Claims and Liabilities Clause in Contracts

Claims and Liabilities. (a) All claims of Buyer with respect to the quantity or quality of Product(s) sold or delivered pursuant to this Agreement shall be deemed waived and forever barred unless Buyer notifies Seller of the nature of the details of the claim in writing within seven calendar days after receipt of shipment. (b) Seller shall not be liable to Buyer for the results of the use of Product(s) purchased, whether used singly or in combination with other materials or products, unless the Products are installed and used in full compliance with all applicable laws, regulations, and building codes and with all applicable Seller instructions and specifications. (c) Seller shall have no liability for any third party claim arising out of or in any way related to the negligence or willful act or omission of Buyer or that of its employees, agents, or subcontractors. Buyer will defend, hold harmless, and indemnify Seller from any and all such claims, whether suit is filed or not, regardless of whether such claim also includes any allegation based upon Seller’s intentional or negligent act or omission. Buyer will pay Seller’s reasonable attorney’s fees incurred in investigating, responding to, defending, and otherwise dealing with any such claim, upon demand by Seller. If Seller, in Seller’s sole and unreviewable discretion, settles such claim, Buyer shall pay Seller, in addition to Seller’s reasonable attorney’s fees, an amount equal to the reasonable value of Seller’s settlement. SELLER IS NOT LIABLE FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF PRODUCTS, REVENUE OR DATA, WHETHER IN AN ACTION IN CONTRACT, TORT, PRODUCT LIABILITY, BY STATUTE, OR OTHERWISE EVEN IF ADVISED OF THE POSSIBILITY OF THOSE DAMAGES AND EVEN IF THE DAMAGES OR LOSS ARE CAUSED IN WHOLE OR IN PART BY SELLER’S NEGLIGENCE. SELLER WILL NOT BE LIABLE FOR DIRECT OR INDIRECT DAMAGES CAUSED BY LATE DELIVERY, PRODUCT DEFECT, OR ANY OTHER CAUSE. SELLER HAS SET OUT PRICES FOR ITS PRODUCTS BASED ON THE ALLOCATION OF RISKS SET OUT IN THIS AGREEMENT. (d) Seller liability with respect to any transaction relating to this MPA or any Accepted Product Order will not exceed that amount that Buyer has paid Seller, even if any term of this MPA or the Accepted Product Order fails of its essential purpose.

Claims and Liabilities. (a) All claims 11.1 If the Issuer is in default of Buyer the Conditions and the Debentureholders or the Debentureholders' Representative suffer any losses or damage, the Debentureholders' Representative and the Debentureholders, via the Debentureholders' Representative, shall be entitled to claim against the Issuer for damages, costs and expenses reasonably incurred by them resulting from such default, except to the extent the Debentureholders' Representative is identical to the Registrar and has already, with respect to the quantity or quality of Product(s) sold or delivered pursuant to this Agreement shall be deemed waived same default, claimed for damages, costs and forever barred unless Buyer notifies Seller expenses under clause 12.1 of the nature Registrar Appointment Agreement and except to the extent the Register has contributed to such loss or damager by its own negligence or willful default or has neglected its duty to mitigate. 11.2 The Debentureholders' Representative shall not be responsible for acting upon any resolution purporting to have been passed at any meeting of the details Debentureholders in accordance with the Conditions even though it may subsequently be found that there was some defect in the constitution of such meeting or the claim in writing within seven calendar days after receipt passing of shipmentsuch resolution or that, for any reason, such resolution was not valid or binding upon the Debentureholders (except that such defect or invalidity was due to its gross negligence, willful misconduct or bad faith). (b) Seller 11.3 The Debentureholders' Representative shall not be liable to Buyer the Issuer or any Debentureholder by reason of having accepted as valid or not having rejected any Debenture Certificate purporting to be such and subsequently found to be forged, stolen or not authentic (other than for the results of the use of Product(s) purchasedits gross negligence, whether used singly willful misconduct or in combination with other materials or products, unless the Products are installed and used in full compliance with all applicable laws, regulations, and building codes and with all applicable Seller instructions and specificationsbad faith). (c) Seller 11.4 The Debentureholders' Representative shall have no liability only be liable to the Debentureholders in relation to the damages incurred from willful misconduct or negligence or bad faith in the performance of its obligations as provided in the Conditions, applicable laws and this Agreement. Without prejudice to the immediately preceding sentence, the Debentureholders' Representative shall not be held responsible for any third party claim loss or damage arising out of action it has taken in accordance with a resolution of a meeting of the Debentureholders. 11.5 The Debentureholders' Representative in performing its duties under the Conditions: (a) shall not have any responsibility or liability in respect of any way related failure or delay by the Issuer in performing its respective obligations hereunder or under the Conditions or other agreements relating thereto and hereto; and (b) shall not have any responsibility or liability in respect of the execution, effectiveness, enforceability, sufficiency, legality, validity or genuineness of the Conditions, the agreements and documents referred to herein and therein, or of any certificate, report, document of title or other document delivered hereunder or thereunder, any statement of the Issuer herein or therein. 11.6 Notwithstanding any provision in this Agreement to the negligence contrary, the Debentureholders' Representative shall not be liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), except in the case of the Debentureholders' Representative's gross negligence, willful act misconduct or omission of Buyer or that of its employees, agents, or subcontractors. Buyer will defend, hold harmless, and indemnify Seller from any and all such claims, whether suit is filed or not, regardless of whether such claim also includes any allegation based upon Seller’s intentional or negligent act or omission. Buyer will pay Seller’s reasonable attorney’s fees incurred in investigating, responding to, defending, and otherwise dealing with any such claim, upon demand by Seller. If Seller, in Seller’s sole and unreviewable discretion, settles such claim, Buyer shall pay Seller, in addition to Seller’s reasonable attorney’s fees, an amount equal to the reasonable value of Seller’s settlement. SELLER IS NOT LIABLE FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF PRODUCTS, REVENUE OR DATA, WHETHER IN AN ACTION IN CONTRACT, TORT, PRODUCT LIABILITY, BY STATUTE, OR OTHERWISE EVEN IF ADVISED OF THE POSSIBILITY OF THOSE DAMAGES AND EVEN IF THE DAMAGES OR LOSS ARE CAUSED IN WHOLE OR IN PART BY SELLER’S NEGLIGENCE. SELLER WILL NOT BE LIABLE FOR DIRECT OR INDIRECT DAMAGES CAUSED BY LATE DELIVERY, PRODUCT DEFECT, OR ANY OTHER CAUSE. SELLER HAS SET OUT PRICES FOR ITS PRODUCTS BASED ON THE ALLOCATION OF RISKS SET OUT IN THIS AGREEMENTbad faith. (d) Seller liability with respect to any transaction relating to this MPA or any Accepted Product Order will not exceed that amount that Buyer has paid Seller, even if any term of this MPA or the Accepted Product Order fails of its essential purpose.

Claims and Liabilities. 11.1 The Vendor shall be liable for all the Agreed Liabilities in respect of or attributable to the period prior to the Completion Date, notwithstanding the Agreed Liabilities may arise at any time after the Completion Date. 11.2 The Vendor hereby undertakes and warrants to the Purchaser, and shall do all things required to ensure, that the Purchaser shall not at any time be required to pay any moneys or incur any cost, expenses or outgoings in respect of the Agreed Liabilities in respect of or attributable to the period prior to the Completion Date. 11.3 The Vendor hereby irrevocably and unconditionally indemnifies and shall keep the Purchaser indemnified against all losses, damages, costs, expenses and outgoings which the Purchaser may incur or be liable for in connection with the Agreed Liabilities in respect of or attributable to the period prior to the Completion Date, notwithstanding the Agreed Liabilities may arise at any time after the Completion Date. 11.4 Save for the Agreed Liabilities and the other obligations of the Purchaser assumed hereunder, the Vendor hereby undertakes to indemnify and keep indemnified the Purchaser from and against any or all of the following:- (a) All claims of Buyer with respect to the quantity or quality of Product(s) sold or delivered pursuant to this Agreement shall be deemed waived losses, costs, liabilities and forever barred unless Buyer notifies Seller of the nature of the details of the claim in writing within seven calendar days after receipt of shipment. (b) Seller shall not be liable to Buyer for the results of the use of Product(s) purchased, whether used singly or in combination with other materials or products, unless the Products are installed and used in full compliance with all applicable laws, regulations, and building codes and with all applicable Seller instructions and specifications. (c) Seller shall have no liability for any third party claim expenses arising out of or in any way related connection with the ownership or carrying on of the Business arising or relating to all periods up to the negligence or willful act or omission of Buyer or that of its employees, agents, or subcontractors. Buyer will defend, hold harmless, Completion Date and indemnify Seller from any and all such actions suits proceedings, claims, whether suit demands, assessments, awards and judgements in respect thereto (save in respect of work in progress and unfinished products and any steps required to be taken by the Purchaser in respect of the Receivables under Clause 7.2); and (b) liabilities arising under or in respect of all contractual commitments entered into by the Vendor in respect of the Business (save for the Equipment Sales and Software Licence Agreements and Computer Service Agreements, the benefit of which is filed or not, regardless of whether such claim also includes any allegation based upon Seller’s intentional or negligent act or omission. Buyer will pay Seller’s reasonable attorney’s fees incurred in investigating, responding to, defending, and otherwise dealing with any such claim, upon demand by Seller. If Seller, in Seller’s sole and unreviewable discretion, settles such claim, Buyer shall pay Seller, in addition to Seller’s reasonable attorney’s fees, an amount equal be assigned to the reasonable value Purchaser in accordance with the terms of Seller’s settlement. SELLER IS NOT LIABLE FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF PRODUCTS, REVENUE OR DATA, WHETHER IN AN ACTION IN CONTRACT, TORT, PRODUCT LIABILITY, BY STATUTE, OR OTHERWISE EVEN IF ADVISED OF THE POSSIBILITY OF THOSE DAMAGES AND EVEN IF THE DAMAGES OR LOSS ARE CAUSED IN WHOLE OR IN PART BY SELLER’S NEGLIGENCE. SELLER WILL NOT BE LIABLE FOR DIRECT OR INDIRECT DAMAGES CAUSED BY LATE DELIVERY, PRODUCT DEFECT, OR ANY OTHER CAUSE. SELLER HAS SET OUT PRICES FOR ITS PRODUCTS BASED ON THE ALLOCATION OF RISKS SET OUT IN THIS AGREEMENTthis Agreement. (d) Seller liability 11.5 The Purchaser covenants with respect to any transaction the Vendor that it will pay, satisfy, discharge and fulfil all costs, claims, expenses, liabilities, obligations and undertakings whatsoever relating to this MPA or the Business in respect of any Accepted Product Order period commencing on the Completion Date and will not exceed that amount that Buyer has paid Seller, even if any term indemnify and hold harmless the Vendor in respect of this MPA or the Accepted Product Order fails of its essential purposesame. 11.6 This Clause shall survive Completion.