Except for Damages incurred Sample Clauses

Except for Damages incurred by any member of the Buyer Group arising from an inaccuracy in the representations and warranties set forth in Sections 4.1 (Organization and Authority of Shareholder), 4.2 (Non-contravention with respect to Shareholder), 4.3 (Ownership of Shares), 5.1 (Organization of the Companies), 5.2 (Authority of the Companies), 5.3 (Non-contravention with respect to the Companies) or 5.9 (Tax Matters) or with respect to any fraudulent statement made by Shareholder or any Company in this Agreement, no claim may be made by any member of the Buyer Group under Section 8.1.1 after the second anniversary of the date hereof (the "Indemnification Period"). The representations and warranties set forth in Sections 4.1 (Organization and Authority of Shareholder), 4.2 (Non-contravention with respect to Shareholder), 4.3 (Title to Shares), 5.1 (Organization of the Companies), 5.2 (Authority of the Companies) 5.3 (Non-contravention with respect to the Companies) or 5.9 (Tax Matters) will survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and shall continue in full force and effect until ninety (90) days after all applicable statutes of limitation (including any extensions thereof) have expired and then expire with respect to any theretofore unasserted claims arising out of or otherwise in respect of any breach of such representations and warranties; provided, however, that as to each of the foregoing, the obligations of Shareholder to indemnify, defend and hold harmless each member of the Buyer Group shall not terminate with respect to (i) any individual item as to which any member of the Buyer Group shall have, before the expiration of the applicable period, made a bona fide claim in good faith by delivering a notice (stating in reasonable detail the basis of such claim) to Shareholder or (ii) any act of fraud committed by Shareholder in taking any actions contemplated by this Agreement.
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Related to Except for Damages incurred

  • Liability for Damages 1. The Purchaser shall be liable for any damages sustained by the State arising from Purchaser’s breach of the terms of this Contract and the State may cause all or part of the performance bond to be forfeited to recover such damages. 2. In the event that a portion of the timber sale under this Contract is resold as a result of the Purchaser’s forfeiture and the stumpage rate pursuant to the resold contract is lower than the stumpage rate provided herein, the difference between the original rate and the new rate shall be considered damages and the Purchaser shall be liable to the State for those damages. The State may cause all or part of the Purchaser’s performance bond to be forfeited to recover such damages.

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  • NO LIMITATION OF LIABILITY FOR DAMAGES FOR PERSONAL INJURY OR PROPERTY DAMAGE ARE

  • NO LIABILITY FOR CONSEQUENTIAL DAMAGES In no event shall Xxxxxxxx Software GmbH or its distributors be liable for any damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of the use of or inability to use this Software and related materials, even if Xxxxxxxx Software GmbH has been advised of the possibility of such damages. Because some states do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you.

  • INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER Buyer will indemnify and hold harmless Sellers, and will pay to Sellers the amount of any Damages arising, directly or indirectly, from or in connection with (a) any Breach of any representation or warranty made by Buyer in this Agreement or in any certificate delivered by Buyer pursuant to this Agreement, (b) any Breach by Buyer of any covenant or obligation of Buyer in this Agreement, or (c) any claim by any Person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such Person with Buyer (or any Person acting on its behalf) in connection with any of the Contemplated Transactions.

  • Liability and Damages The liability provisions of the Terms shall apply except as explicitly agreed otherwise in this DPA.

  • Claims for Consequential Damages The Owner retains its right to claim for consequential damages in the event the Design Professional fails to perform under this Contract.

  • Indemnity Consequential Damages and Insurance 18.1 Indemnity 18.1.1 Indemnified Party 18.1.2 Indemnifying Party 18.1.3 Indemnity Procedures 18.2 Consequential Damages 18.3 Insurance 18.3.1 18.3.2 18.3.3 18.3.4 18.3.5 18.3.6 18.3.7 18.3.8 18.3.9 18.3.10 18.3.11

  • Disclaimer of Consequential Damages Notwithstanding any provision to the contrary, in no event shall any Party be liable to another Party for any incidental, consequential, special, exemplary or indirect damages, lost business profits or lost data arising out of or in any way related to the Contract Documents.

  • INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS Sellers, jointly and severally, will indemnify and hold harmless Buyer, the Company, and their respective representatives, stockholders, controlling persons, and affiliates (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' fees) or diminution of value, whether or not involving a third-party claim (collectively, "Damages"), arising, directly or indirectly, from or in connection with: (a) any and all loss, liability or damage suffered or incurred by Buyer in respect of any debt, obligation or liability of the Company or of Seller not disclosed in this Agreement, any of the Exhibits attached hereto, or in writing to Buyer prior to the Closing Date; (b) any breach of any representation or warranty made by Sellers in this Agreement, the Exhibits attached hereto, or any other certificate or document delivered by Sellers pursuant to this Agreement; (c) any breach of any representation or warranty made by Sellers in this Agreement as if such representation or warranty were made on and as of the Closing Date; (d) any Breach by either Seller of any covenant or obligation of such Seller in this Agreement; (e) any claim by any Person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such Person with either Seller or the Company (or any person acting on their behalf) in connection with any of the transactions contemplated hereby. The remedies provided in this Section 9.2 will not be exclusive of or limit any other remedies that may be available to Buyer or the other Indemnified Persons.

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