Common use of Conditions of payment and Claims Clause in Contracts

Conditions of payment and Claims. Despite any other provision of this Agreement, each of the following applies in respect of this Agreement: (1) GFA is not liable to make any payment (whether by way of damages or otherwise) for any breach of any GF Warranty to the extent that the amount of such payment has been increased because a Claim was not made in writing by Eldorado against GFA (setting out in reasonable detail the fact, circumstance or matter giving rise to the breach, the nature of the breach and Eldorado calculation of the loss suffered) as soon as reasonably practicable after Eldorado become aware of the fact, circumstance or matter on which the Claim is based. In any event, such Claims must be made on or before the date eighteen months after the Closing Date. (2) The maximum aggregate amount that Eldorado may recover from GFA (whether by way of damages or otherwise) for all Claims arising under or in respect of this Agreement is limited to the Purchase Price. (3) GFA’s Liability in respect of any breach of any GF Warranty will be reduced or extinguished (as the case may be) to the extent that the breach has arisen as a result of any act or omission by or on behalf of Eldorado or any of its Affiliates. (4) GFA will not be liable to make any payment (whether by way of damages or otherwise) to Eldorado for any breach of any GF Warranty: (a) where the breach is as a result of any legislation not in force at the date of this Agreement including legislation which takes effect retrospectively; (b) where the breach is as a result of or in respect of a change in the judicial interpretation of the law in any jurisdiction after the date of this Agreement; or (c) where the breach is as a result of or in respect of a change in the administrative practice of any Governmental Authority after the date of this Agreement including any change which takes effect retrospectively. (5) GFA will not be liable to make any payment (whether by way of damages or otherwise) to Eldorado for any breach of any GF Warranty to the extent that Eldorado is or would be entitled to claim an indemnity against, or otherwise recover from a person other than GFA in respect of any loss or damage suffered by Eldorado arising out of the breach whether by way of contract, indemnity or otherwise. (6) GFA will not be liable to make any payment (whether by way of damages or otherwise) to Eldorado for any indirect, consequential or indirect economic loss, or indirect loss of profits, however arising.

Conditions of payment and Claims. Despite any other provision of this Agreement, each of the following applies in respect of this Agreement: (1) GFA Eldorado is not liable to make any payment (whether by way of damages or otherwise) for any breach of any GF Eld Warranty to the extent that the amount of such payment has been increased because a Claim was not made in writing by GFA against Eldorado against GFA (setting out in reasonable detail the fact, circumstance or matter giving rise to the breach, the nature of the breach and Eldorado GFA calculation of the loss suffered) as soon as reasonably practicable after Eldorado GFA become aware of the fact, circumstance or matter on which the Claim is based. In any event, such Claims must be made on or before the date eighteen months after the Closing Date. (2) The maximum aggregate amount that Eldorado GFA may recover from GFA Eldorado (whether by way of damages or otherwise) for all Claims arising under or in respect of this Agreement is limited to the Purchase Price. (3) GFAEldorado’s Liability in respect of any breach of any GF Eld Warranty will be reduced or extinguished (as the case may be) to the extent that the breach has arisen as a result of any act or omission by or on behalf of Eldorado GFA or any of its Affiliates. (4) GFA Eldorado will not be liable to make any payment (whether by way of damages or otherwise) to Eldorado GFA for any breach of any GF Eld Warranty: (a) where the breach is as a result of any legislation not in force at the date of this Agreement including legislation which takes effect retrospectively; (b) where the breach is as a result of or in respect of a change in the judicial interpretation of the law in any jurisdiction after the date of this Agreement; or (c) where the breach is as a result of or in respect of a change in the administrative practice of any Governmental Authority after the date of this Agreement including any change which takes effect retrospectively. (5) GFA Eldorado will not be liable to make any payment (whether by way of damages or otherwise) to Eldorado GFA for any breach of any GF Eld Warranty to the extent that Eldorado GFA is or would be entitled to claim an indemnity against, or otherwise recover from a person other than GFA Eldorado in respect of any loss or damage suffered by Eldorado GFA arising out of the breach whether by way of contract, indemnity or otherwise.. (Share Sale Agreement) (6) GFA Eldorado will not be liable to make any payment (whether by way of damages or otherwise) to Eldorado GFA for any indirect, consequential or indirect economic loss, or indirect loss of profits, however arising.

Conditions of payment and Claims. Despite any other provision of this Agreement, each of the following applies in respect of this Agreement: (1) GFA Eldorado is not liable to make any payment (whether by way of damages or otherwise) for any breach of any GF Eld Warranty to the extent that the amount of such payment has been increased because a Claim was not made in writing by GFA against Eldorado against GFA (setting out in reasonable detail the fact, circumstance or matter giving rise to the breach, the nature of the breach and Eldorado GFA calculation of the loss suffered) as soon as reasonably practicable after Eldorado GFA become aware of the fact, circumstance or matter on which the Claim is based. In any event, such Claims must be made on or before the date eighteen months after the Closing Date. (2) The maximum aggregate amount that Eldorado GFA may recover from GFA Eldorado (whether by way of damages or otherwise) for all Claims arising under or in respect of this Agreement is limited to the Purchase Price. (3) GFAEldorado’s Liability in respect of any breach of any GF Eld Warranty will be reduced or extinguished (as the case may be) to the extent that the breach has arisen as a result of any act or omission by or on behalf of Eldorado GFA or any of its Affiliates. (4) GFA Eldorado will not be liable to make any payment (whether by way of damages or otherwise) to Eldorado GFA for any breach of any GF Eld Warranty: (a) where the breach is as a result of any legislation not in force at the date of this Agreement including legislation which takes effect retrospectively; (b) where the breach is as a result of or in respect of a change in the judicial interpretation of the law in any jurisdiction after the date of this Agreement; or (c) where the breach is as a result of or in respect of a change in the administrative practice of any Governmental Authority after the date of this Agreement including any change which takes effect retrospectively. (5) GFA Eldorado will not be liable to make any payment (whether by way of damages or otherwise) to Eldorado GFA for any breach of any GF Eld Warranty to the extent that Eldorado GFA is or would be entitled to claim an indemnity against, or otherwise recover from a person other than GFA Eldorado in respect of any loss or damage suffered by Eldorado GFA arising out of the breach whether by way of contract, indemnity or otherwise. (6) GFA Eldorado will not be liable to make any payment (whether by way of damages or otherwise) to Eldorado GFA for any indirect, consequential or indirect economic loss, or indirect loss of profits, however arising.

Conditions of payment and Claims. Despite any other provision of this Agreement, each of the following applies in respect of this Agreement: (1) GFA is not liable to make any payment (whether by way of damages or otherwise) for any breach of any GF Warranty to the extent that the amount of such payment has been increased because a Claim was not made in writing by Eldorado against GFA (setting out in reasonable detail the fact, circumstance or matter giving rise to the breach, the nature of the breach and Eldorado calculation of the loss suffered) as soon as reasonably practicable after Eldorado become aware of the fact, circumstance or matter on which the Claim is based. In any event, such Claims must be made on or before the date eighteen months after the Closing Date. (2) The maximum aggregate amount that Eldorado may recover from GFA (whether by way of damages or otherwise) for all Claims arising under or in respect of this Agreement is limited to the Purchase Price. (3) GFA’s Liability in respect of any breach of any GF Warranty will be reduced or extinguished (as the case may be) to the extent that the breach has arisen as a result of any act or omission by or on behalf of Eldorado or any of its Affiliates. (4) GFA will not be liable to make any payment (whether by way of damages or otherwise) to Eldorado for any breach of any GF Warranty: (a) where the breach is as a result of any legislation not in force at the date of this Agreement including legislation which takes effect retrospectively; (b) where the breach is as a result of or in respect of a change in the judicial interpretation of the law in any jurisdiction after the date of this Agreement; or (c) where the breach is as a result of or in respect of a change in the administrative practice of any Governmental Authority after the date of this Agreement including any change which takes effect retrospectively. (5) GFA will not be liable to make any payment (whether by way of damages or otherwise) to Eldorado for any breach of any GF Warranty to the extent that Eldorado is or would be entitled to claim an indemnity against, or otherwise recover from a person other than GFA in respect of any loss or damage suffered by Eldorado arising out of the breach whether by way of contract, indemnity or otherwise.. (Share Sale Agreement) (6) GFA will not be liable to make any payment (whether by way of damages or otherwise) to Eldorado for any indirect, consequential or indirect economic loss, or indirect loss of profits, however arising.