Exclusion of Further Claims Sample Clauses

Exclusion of Further Claims. Ashland, SC and ASK shall and shall procure that their Affiliates and the Transferees shall in no event raise any claims against any Transferor under the Local Contribution or Sale Agreements except in accordance with Section 9.1.
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Exclusion of Further Claims. This Clause 8 shall comprehensively regulate the question of legal consequences of the incorrectness of one of the Guarantees set out in Clause 5 and Clause 6 and the violation of one of the obligations set out in Clause 7.1 (if this Clause 8 explicitly provides for * Confidential treatment requested; certain information omitted and filed separately with the SEC. legal consequences of a breach of the obligations contained in Clause 7.1). Unless expressly otherwise provided in this Share Purchase Agreement, there are no further claims of the Parties arising from or in connection with this Share Purchase Agreement (for whatever legal reason) except for the (primary) claims for performance, claims for non-performance of the obligation to transfer the Sold Shares under this Share Purchase Agreement and claims for default interest pursuant to section 288 German Civil Code. In particular the Purchaser’s statutory warranty claims (section 434 et seq. of the German Civil Code) and claims arsing from any breach of contractual or pre-contractual obligations (culpa in contrahendo, sections 280 – 282 of the German Civil Code, section 311 para. 2 of the German Civil Code) or any frustration of contract (section 313 of the German Civil Code) are excluded. None of the Parties is entitled to rescind or otherwise cancel this Share Purchase Agreement, with the exception of the rights of rescission as set out or reserved in Clause 10. Claims that cannot be excluded according to mandatory legal provisions, in particular due to wilful misconduct (vorsätzliches Verhalten) or fraudulent misrepresentation (arglistige Täuschung) of a Party, shall not be affected hereby.
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Exclusion of Further Claims. To the extent legally permissible and not expressly agreed otherwise in this Purchase and Transfer Agreement, all further claims and warranties are expressly excluded, regardless of how they arose, their scope or their legal basis. This applies especially for claims based on breach of pre-contractual duties (§ 311 para. 2 and 3 BGB), violations of duties under a contractual relationship, claims for reduction of the Purchase Price, and claims based on disruption of the fundamental premises upon which the transaction is based. The withdrawal from this Purchase and Transfer Agreement is also excluded except in the cases of Clause 3.3.1, § 10, § 15.
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Exclusion of Further Claims. The provisions of 8 above constitute the entirety of the agreements among the Parties with respect to the consequences of a breach of a representation or warranty by Seller, the provisions of 9 above constitute the entirety of the agreements among the Parties with respect to an Environmental Liability, and the provisions of 10 above constitute the entirety of the agreements among the Parties with respect to the liabilities specified in 10.
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Exclusion of Further Claims. The Purchasers shall have no claim against any Seller for compensation for any indirect consequential damages (indirekte Folgenschaden), loss of profits (entgangener Gewinn) or damages/losses to goodwill or for lost opportunities (entgangene Geschaftschancen). Any right of Purchasers to rescind or withdraw from this Agreement shall be excluded save as set out in Section 4.5. Any claims and rights of Purchasers beyond the independent guarantees provided for in Section 7, irrespective of nature, amount and legal basis, in particular without limitation claims based on defects, claims based on breach of pre-contractual obligations (Section 311 para. 2 and 3) or positive breach of contractual obligations, rights of rescission because of an absence of essential qualities, or any claims under section 313 BGB (Wegfall der Geschaftsgrundlage) and the right to reduce the Purchase Price (Minderung) and any liability in tort (Deliktshaftung) are hereby expressly waived and excluded. Section 24
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Exclusion of Further Claims. Among each other, the Consortium Members shall have no claims for damages and cost reimbursement other than those set forth in this Agreement to the extent consistent with mandatory law.
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Exclusion of Further Claims. 10.5.1 The Purchaser’s claims in case of any breach of a Sellers’ Representation shall be expressly limited to the remedies pursuant to Section 10 and such remedies shall, therefore, be in lieu of, and not in addition to, the remedies provided for under Law. Except if specifically provided EXECUTION VERSION SHARE PURCHASE AND TRANSFER AGREEMENT PAGE 68 OF 93 otherwise in this Agreement, following Closing (i) any claim to rescind the Agreement (Wandlungsanspruch), (ii) any claim for consequential damages (Folgeschäden), in particular for lost profits (entgangener Gewinn), (iii) any right of the Purchaser for withdrawal (Rücktritt) from the Agreement, (iv) any claim for damages under the principles of culpa in contrahendo, voidability or clausula rebus sic stantibus, (v) any claims resulting from statutory rights, warranties or guarantees, (vi) any claim for damages, including claims for damages resulting from a reduction in value of the Sold Shares (Schadenersatzansprüche für einen Schaden in der Sache selbst), damages incidental to any Breach, or any internal or external costs incurred by the Purchaser, positive breach of contract (positive Vertragsverletzung) or frustration of contract (Störung oder Wegfall der Geschäftsgrundlage), (vii) any right for the avoidance (Anfechtung) or adjustment (Anpassung) of this Agreement including because of error (Irrtum), shall be excluded to the greatest extent legally possible. The Parties further expressly exclude the application of sec. 934 of the Austrian Civil Code (Allgemeines Bürgerliches Gesetzbuch (ABGB)) concerning “Verkürzung über die Hälfte” (laesio enormis) and of the legal assumption pursuant to sec. 924 second sentence of the Austrian Civil Code (Allgemeines Bürgerliches Gesetzbuch (ABGB)). The Purchaser declares and confirms to be entrepreneur within the meaning of sec. 351 of the Austrian Commercial Code (Unternehmensgesetzbuch (UGB)). 10.5.2 The foregoing shall apply, mutatis mutandis, as from the Closing Date, in relation to the Group Companies and all other members of the Purchaser Group (including for the avoidance of doubt, Moody’s).
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Exclusion of Further Claims. ICEWARP is not responsible for any damages, particularly for damages of a financial nature, such as loss of profits, loss or non-use of money, or damages incurred due to non-delivery of products, delayed or incomplete delivery of products or support, inaccessibility or limited functionality of products or support, improper functioning of products or support, whether foreseeable or not foreseeable, and regardless of the way they were caused. ICEWARP in particular disclaims any claims of incorrect, incomplete or delayed results, claims of loss, alteration or unavailability of data relating to a halt, interruption or limitation of the activities of the Partner, end customer or third parties or claims arising from infringement of third-party rights. In no case shall the aggregate liability of ICEWARP for a breach of this contract exceed the amount that the Partner paid ICEWARP for the product and support to which the harmful event is related.
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Related to Exclusion of Further Claims

  • PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS A claim for indemnification for any matter not involving a third-party claim may be asserted by notice to the party from whom indemnification is sought.

  • Other Claims A claim for indemnification for any matter not involving a Third-Party Claim may be asserted by notice to the party from whom indemnification is sought and shall be paid promptly after such notice.

  • Indemnification of Agents Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of any Loan Party and without limiting the obligation of any Loan Party to do so), pro rata, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities incurred by it; provided that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities resulting from such Agent-Related Person’s own gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction; provided that no action taken in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Loan Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 9.07. In the case of any investigation, litigation or proceeding giving rise to any Indemnified Liabilities, this Section 9.07 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse the Administrative Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costs) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Administrative Agent is not reimbursed for such expenses by or on behalf of the Borrower, provided that such reimbursement by the Lenders shall not affect the Borrower’s continuing reimbursement obligations with respect thereto. The undertaking in this Section 9.07 shall survive termination of the Aggregate Commitments, the payment of all other Obligations and the resignation of the Administrative Agent.

  • Exclusion and Limitation of Liability 10.1 SUPPLIER DOES NOT EXCLUDE OR LIMIT ITS LIABILITY (IF ANY) TO BUYER FOR ANY MATTER FOR WHICH IT WOULD BE ILLEGAL FOR SUPPLIER TO EXCLUDE OR LIMIT OR TO ATTEMPT TO EXCLUDE OR LIMIT ITS LIABILITY. 10.2 OTHER THAN ANY LIABILITY OF SUPPLIER ARISING UNDER CLAUSE 10.1, WHICH SHALL NOT BE LIMITED, AND WITHOUT PREJUDICE TO THE OTHER PROVISIONS OF THIS CLAUSE 10 (EXCLUSION AND LIMITATION OF LIABILITY), SUPPLIER'S AGGREGATE LIABILITY AS DEFINED IN PART D (DEFINITIONS AND INTERPRETATION) UNDER EACH CONTRACT WILL BE LIMITED TO AN AMOUNT EQUAL TO THE GREATER OF 115% OF THE AMOUNT PAID BY BUYER TO SUPPLIER UNDER THAT CONTRACT OR $10,000.00. 10.3 EXCEPT AS PROVIDED IN CLAUSE 10.1, SUPPLIER WILL BE UNDER NO LIABILITY AS DEFINED IN PART D (DEFINITIONS AND INTERPRETATION) TO BUYER WHATSOEVER IN RESPECT OF 10.3.1 ANY CLAIM ARISING OUT OF AN EVENTWHICH IS CAUSED, OR CONTRIBUTED TO, BY THE GOODS AND SUCH EVENT OCCURS AFTER THE COMMENCEMENT OF THE LAUNCH PROCEDURE OF THE VEHICLE CARRYING SUCH GOODS INTO SPACE; 10.3.2 PURE ECONOMIC LOSS, LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF REVENUE, LOSS OF CONTRACTS, LOSS OF GOODWILL, LOSS OF ANTICIPATED EARNINGS OR SAVINGS (WHETHER DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL) OR 10.3.3 LOSS OF USE OR VALUE OR DAMAGE OF ANY DATA OR EQUIPMENT (INCLUDING SOFTWARE), WASTED MANAGEMENT, OPERATION OR OTHER TIME (WHETHER DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL) OR 10.3.4 ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL LOSS, IN EACH CASE HOWSOEVER CAUSED ARISING OUT OF OR IN CONNECTION WITH: 10.3.5 ANY OF THE WORKS, OR THE MANUFACTURE OR SALE OR SUPPLY, OR FAILURE OR DELAY IN SUPPLY, OF THE WORKS BY SUPPLIER OR ON THE PART OF SUPPLIER’S EMPLOYEES, AGENTS OR SUBCONTRACTORS; 10.3.6 ANY BREACH BY SUPPLIER OF ANY OF THE EXPRESS OR IMPLIED TERMS OF THE CONTRACT; 10.3.7 ANY USE MADE OR RESALE BY BUYER OF ANY OF THE WORKS, OR OF ANY PRODUCT INCORPORATING ANY OF THE WORKS; OR 10.3.8 ANY STATEMENT MADE OR NOT MADE, OR ADVICE GIVEN OR NOT GIVEN, BY OR ON BEHALF OF SUPPLIER. 10.4 EXCEPT AS EXPRESSLY SET OUT IN THE CONTRACT, SUPPLIER HEREBY EXCLUDES TO THE FULLEST EXTENT PERMISSIBLE IN LAW, ALL CONDITIONS, WARRANTIES AND STIPULATIONS, EXPRESS (OTHER THAN THOSE SET OUT IN THE CONTRACT) OR IMPLIED, STATUTORY, CUSTOMARY OR OTHERWISE WHICH, BUT FOR SUCH EXCLUSION, WOULD OR MIGHT SUBSIST IN FAVOR OF BUYER, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 10.5 EACH OF SUPPLIER’S EMPLOYEES, AGENTS AND SUBCONTRACTORS MAY RELY UPON AND ENFORCE THE EXCLUSIONS AND RESTRICTIONS OF LIABILITY IN THE CONTRACT IN THAT PERSON’S OWN NAME AND FOR THAT PERSON’S OWN BENEFIT, AS IF THE WORDS “ITS EMPLOYEES, AGENTS AND SUBCONTRACTORS” FOLLOWED THE WORD SUPPLIER WHEREVER IT APPEARS IN THOSE CLAUSES SAVE FOR EACH REFERENCE IN CLAUSE10.3.5. 10.6 BUYER ACKNOWLEDGES THAT THE ABOVE PROVISIONS OF THIS CLAUSE 10 (EXCLUSION AND LIMITATION OF LIABILITY) ARE REASONABLE AND REFLECTED IN THE PRICE WHICH WOULD BE HIGHER WITHOUT THOSE PROVISIONS, AND BUYER WILL ACCEPT SUCH RISK AND/OR INSURE ACCORDINGLY. 10.7 BUYER IS SOLELY RESPONSIBLE AND LIABLE FOR THE PROPER LEGAL DISPOSAL OF ALL MATERIALS PURCHASED FROM SUPPLIER AT THE END-OF- LIFE CYCLE OF SUCH MATERIALS.

  • Disclaimer and Limitation of Liability PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS,IMPLIED, STATUTORY OR ARISING FROM A COURSE OF DEALING OR PERFORMANCE OR CUSTOM, WITH RESPECT TO THE SERVICES, EQUIPMENT, AND ANY OTHER PROVIDER PRODUCTS, SERVICES OR EQUIPMENT PROVIDED HEREUNDER, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE IN A XXXXXXX-LIKE MANNER, COMPLIANCE WITH LAWS, QUALITY, ACCURACY, COMPLETENESS OR CURRENCY OF INFORMATION, SYSTEM INTEGRABILITY, TITLE, QUIET ENJOYMENT AND NON-INFRINGEMENT. PROVIDERDOES NOT REPRESENT, WARRANT OR COVENANT THAT THE PRODUCTS, SERVICES OR EQUIPMENT PROVIDED WILL OPERATE UNINTERRUPTED, ERROR FREE OR WITHOUT DEGRADATION OR LOSS OF DATA, OR BE SECURE. NEITHER PROVIDER NOR ITS SERVICE PROVIDERS WILL BE LIABLE FOR UNAUTHORIZED ACCESS TO OR ALTERATION, THEFT OR DESTRUCTION OF CUSTOMER’S OR A USER’S DATA FILES, PROGRAMS, PROCEDURES OR INFORMATION, INCLUDING, WITHOUT LIMITATION, ANY SUCH DATA IN PROVIDER’S POSSESSION, CUSTODY OR CONTROL, THROUGH ACCIDENT, FRAUDULENT MEANS OR DEVICES, OR ANY OTHER METHOD, REGARDLESS OF WHETHER SUCH DAMAGE OCCURS AS A RESULT OF PROVIDER’S OR ITS SERVICE PROVIDER’S NEGLIGENCE. IN NO EVENT WILL PROVIDER OR ITS AFFILIATE, SERVICE PROVIDER, FACILITY OPERATOR OR CARRIER, OR THEIR RESPECTIVE OWNERS, DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES OR AGENTS (COLLECTIVELY, “PROVIDER PARTIES”) BE LIABLE FOR ANY DIRECT, ACTUAL, INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR OTHER DAMAGES, OR FOR ANY COST OF COVER OR LOST PROFITS OF ANY KIND OR NATURE WHATSOEVER, ARISING FROM OR RELATED TO THIS AGREEMENT OR A PROVIDER PARTY’S PERFORMANCE OR NONPERFORMANCE OF OBLIGATIONS HEREUNDER, A FAILURE OF OR A DEFECT IN THE SERVICES, EQUIPMENT OR ANY PRODUCT, A PROVIDER PARTY’S VIOLATION OF A THIRD PARTY’S RIGHT, OR A PROVIDER PARTY’S ACTS OR OMISSIONS. PROVIDER WILL NOT BE LIABLE FOR THE ACTS OR OMISSIONS OF, A FAILURE OF OR A DEFECT IN ANY PRODUCT OR SERVICE PROVIDED BY, OR VIOLATION OF ANY THIRD PARTY’S RIGHTS BY ANY THIRD-PARTY SERVICE PROVIDER, FACILITY OPERATOR OR CARRIER. THE PROVIDER PARTIES’ MAXIMUM TOTAL LIABILITY TO CUSTOMER WILL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO PROVIDER IN THE THREE (3) MONTHS PRECEDING THE DATE THE CLAIM ACCRUED. THE PROVIDER PARTIES WILL NOT BE LIABLE IN ANY WAY TO ANY USER.

  • Limitations on Claims In addition to the limitations on indemnification set forth in Section 9(a) above, the Employer shall not be obligated pursuant to this Agreement: (i) To indemnify or advance expenses to Executive with respect to a Proceeding initiated by Executive, except (i) for Proceedings authorized or consented to by the Board; or (ii) in the event a claim for indemnification or payment of expenses (including attorneys’ fees) made under this Agreement is not paid in full within sixty (60) days after a written claim therefor has been received by the Employer, Executive may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim, including attorneys’ fees. In any such action, the Employer shall have the burden of proving that Executive was not entitled to the requested indemnification or payment of expenses under applicable law or this Agreement. (ii) To indemnify Executive for any expenses incurred by Executive with respect to any Proceeding instituted by Executive to enforce or interpret this Agreement, unless Executive is successful in establishing Executive’s right to indemnification in such Proceeding, in whole or in part; provided, however, that nothing in this Section 9(d)(ii) is intended to limit the Employer’s obligation with respect to the advancement of expenses to Executive in connection with any Proceeding instituted by Executive to enforce or interpret this Agreement, as provided in Section 9(c) above. (iii) To indemnify Executive in connection with proceedings or claims involving the enforcement of the provisions of this Agreement (other than as otherwise specifically provided for in this Section 9) or any other employment, severance or compensation plan or agreement that Executive may be a party to, or beneficiary of, with the Employer or any other Company. (iv) To indemnify Executive on account of any proceeding with respect to which final judgment is rendered against Executive for payment or an accounting of profits arising from the purchase or sale by Executive of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, any similar successor statute, or similar provisions of state statutory law or common law.

  • Survival of Confidentiality Obligations The Parties’ rights and obligations under this Section 10 shall survive and continue in effect until two (2) years after the expiration or termination date of this Agreement with regard to all Information exchanged during the term of this Agreement. Thereafter, the Parties’ rights and obligations hereunder survive and continue in effect with respect to any Information that is a trade secret under applicable law.

  • LIMITATION AND EXCLUSION OF LIABILITY 1. 6. 1. Traction Software Limited does not exclude its liability (if any) to you: 1. 6. 1. 1. for personal injury or death resulting from Traction Software Limited’s negligence; 2. 6. 1. 2. for any matter for which it would be illegal for Traction Software Limited to exclude or to attempt to exclude its liability; or 3. 6. 1. 3. for fraud. 2. 6. 2. Traction Software Limited makes no express warranties with respect to the Software and Traction Software Limited hereby excludes (to the fullest extent permissible in law), all conditions, warranties (including without limitation any warranty that the Software will meet your requirements or that its operation will be uninterrupted or error free) and stipulations, express (other than those set out in this License) or implied, statutory, customary or otherwise which, but for such exclusion, would or might subsist in favour of you. Except as set out in this License you assume the entire risk as to the quality and performance of the Software. 3. 6. 3. Subject to clause 6. 1 Traction Software Limited will be under no liability to you whatsoever (whether in contract, tort (including negligence), breach of statutory duty, restitution or otherwise) for any injury, death, damage or direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, loss of data, loss of savings, depletion of goodwill and like loss) howsoever caused arising out of or in connection with: 1. 6. 3. 1. the Software, or the manufacture or sale or supply, or failure or delay in supply, of the Software by Traction Software Limited or on the part of Traction Software Limited’s employees, agents or sub-contractors; 2. 6. 3. 2. any breach by Traction Software Limited of any of the express or implied terms of this License; 3. 6. 3. 3. any use made of the Software; or 4. 6. 3. 4. any statement made or not made, or advice given or not given, by or on behalf of Traction Software Limited. 4. 6. 4. Subject to clause 6. 1 and without prejudice to clauses 6. 2 and 6. 3 , Traction Software Limited’s aggregate liability under this License(whether in contract, tort (including negligence), breach of statutory duty, restitution or otherwise) for any injury, death, damage or direct or consequential loss (all three of which terms include without limitation of profits, loss of business, depletion of goodwill and like loss) howsoever caused (other than for death or personal injury caused by Traction Software Limited’s negligence) will be limited to the higher of the price paid by you to use the Software or USD $1 00. 5. 6. 5. You acknowledge that the above provisions of this clause 6 are reasonable given the charges made (if any) for the Software and you will accept such risk and/or insure accordingly. 6. 6. 6. Any rights that you have as a consumer are not affected by this clause 6.

  • Limitation of Liability for Claims The Declaration, a copy of which, together with all amendments thereto, is on file in the Office of the Secretary of the Commonwealth of Massachusetts, provides that the name "Investors Fund Series" refers to the Trustees under the Declaration collectively as Trustees and not as individuals or personally, and that no shareholder of the Fund, or Trustee, officer, employee or agent of the Trust, shall be subject to claims against or obligations of the Trust or of the Fund to any extent whatsoever, but that the Trust estate only shall be liable. You are hereby expressly put on notice of the limitation of liability as set forth in the Declaration and you agree that the obligations assumed by the Trust on behalf of the Fund pursuant to this Agreement shall be limited in all cases to the Fund and its assets, and you shall not seek satisfaction of any such obligation from the shareholders or any shareholder of the Fund or any other series of the Trust, or from any Trustee, officer, employee or agent of the Trust. You understand that the rights and obligations of each Fund, or series, under the Declaration are separate and distinct from those of any and all other series.

  • Rights and Remedies are Cumulative Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party.

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