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. 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)).
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Exclusion of Further Claims. 11.1 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. 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. 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. Clause 9 Taxes
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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. 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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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 (2) German Act on Soil Protection (Bundesbodenschutzgesetz) shall not apply. Claims for specific performance (Vertragserfullung) under this Agreement, including the fulfillment of covenants given under this Agreement, and claims based on willful misconduct or sections 123 and 826 BGB shall not be affected.
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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.

  • Procedures Relating to Indemnification of Tax Claims If a claim shall be made by any taxing authority, which, if successful, might result in an indemnity payment to the Buyer, one of its affiliates or any of their respective directors, officers, employees, stockholders, agents or representatives pursuant to Section 9(a), then the Buyer shall give notice to the Sellers in writing of such claim and of any counterclaim the Buyer proposes to assert (a "Tax Claim"); provided, however, that the failure to give such notice shall not affect the -------- ------- indemnification provided hereunder except to the extent the Sellers have been actually and materially prejudiced as a result of such failure. If a Tax Claim shall be made by any taxing authority, which, if successful, might result in an indemnity payment to either of the Sellers or one of their affiliates pursuant to Section 9(a), then the Sellers shall give notice to the Buyer in writing of such Tax Claim; provide, however, that the failure to give such notice shall not ------- ------- affect the indemnification provided hereunder except to the extent the Buyer has been actually and materially prejudiced as a result of such failure. With respect to any Tax Claim relating to a taxable period ending on or prior to December 31, 1998, the Sellers shall control all proceedings and may make all decisions taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in their sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in their sole discretion, either pay the Tax claimed and xxx for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner; provided, however, that the Sellers must first consult in -------- ------- good faith with the Buyer before taking any action with respect to the conduct of a Tax Claim. Notwithstanding the foregoing, (i) the Sellers shall not settle any Tax Claim without the prior written consent of the Buyer, which consent shall not be unreasonably withheld, (ii) the Buyer, and counsel of its own choosing, shall have the right to participate fully in all aspects of the defense of such Tax Claim, (iii) the Sellers shall inform the Buyer, reasonably promptly in advance, of the date, time and place of all administrative and judicial meetings, conferences, hearings and other proceedings relating to such Tax Claim, (iv) the Buyer shall be entitled to have its representatives (including counsel, accountants and consultants) attend and participate in any such administrative and judicial meetings, conferences, hearings and other proceedings relating to such Tax Claim and (v) the Sellers shall provide to the Buyer all information, document requests and responses, proposed notices of deficiency, notices of deficiency, revenue agent's reports, protests, petitions and any other documents relating to such Tax Claim promptly upon receipt from, or in advance of submission to (as the case may be), the relevant taxing authority. The Sellers and the Buyer shall jointly control and participate in all proceedings taken in connection with any Tax Claim relating to Taxes of the Company for a Straddle Period. Neither the Sellers nor the Buyer shall settle any such Tax Claim without the prior written consent of the other. The Buyer shall control all proceedings with respect to any Tax Claim relating to a taxable period beginning after December 31, 1998. None of the Sellers shall have any right to participate in the conduct of any such proceeding. The Buyer shall, and shall cause the Company and each of its affiliates, on the one hand, to, and each Seller and its affiliates, on the other hand, shall, reasonably cooperate in contesting any Tax Claim, which cooperation shall include the retention and, upon request, the provision to the requesting person of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim.

  • 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.

  • Procedures Relating to Indemnification for Third Party Claims (a) In order for a party (the “indemnified party”) to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any person against the indemnified party (a “Third Party Claim”), such indemnified party must notify the indemnifying party in writing, and in reasonable detail, of the Third Party Claim within ten (10) business days after receipt by such indemnified party of written notice of the Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the indemnified party failed to give such notice). Thereafter, the indemnified party shall deliver to the indemnifying party, promptly after the indemnified party’s receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Party Claim.

  • Procedure for Indemnification Claims (a) Whenever any parties become aware that a claim (an “Underlying Claim”) has arisen entitling them to seek indemnification under Section 9 of this Agreement, such parties (the “Indemnified Parties”) shall promptly send a notice (“Notice”) to the parties liable for such indemnification (the “Indemnifying Parties”) of the right to indemnification (the “Indemnity Claim”); provided, however, that the failure to so notify the Indemnifying Parties will relieve the Indemnifying Parties from liability under this Agreement with respect to such Indemnity Claim only if, and only to the extent that, such failure to notify the Indemnifying Parties results in the forfeiture by the Indemnifying Parties of rights and defenses otherwise available to the Indemnifying Parties with respect to the Underlying Claim. Any Notice pursuant to this Section 9.3(a) shall set forth in reasonable detail, to the extent then available, the basis for such Indemnity Claim and an estimate of the amount of damages arising therefore.

  • Procedure for Indemnification; Notification and Defense of Claim (a) Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shall, if a claim in respect thereof is to be made against the Company hereunder, notify the Company in writing of the commencement thereof. The failure to promptly notify the Company of the commencement of the action, suit or proceeding, or of Indemnitee’s request for indemnification, will not relieve the Company from any liability that it may have to Indemnitee hereunder, except to the extent the Company is actually and materially prejudiced in its defense of such action, suit or proceeding as a result of such failure. To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request therefor including such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to enable the Company to determine whether and to what extent Indemnitee is entitled to indemnification.

  • 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:

  • Procedures Relating to Indemnification (a) Any party seeking indemnification under Section 6.01 (an “Indemnified Party”) shall promptly give the Party from whom indemnification is being sought (an “Indemnifying Party”) notice of any matter which such Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement stating in reasonable detail the factual basis of the claim to the extent known by the Indemnified Party, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VI except to the extent the Indemnifying Party is materially prejudiced by such failure. With respect to any recovery or indemnification sought by an Indemnified Party from the Indemnifying Party that does not involve a Third Party Claim, if the Indemnifying Party does not notify the Indemnified Party within thirty (30) days from its receipt of the notice from the Indemnified Party that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. If the Indemnifying Party has disputed a claim for indemnification (including any Third Party Claim), the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution to such dispute. If the Indemnifying Party and the Indemnified Party cannot resolve such dispute in thirty (30) days after delivery of the dispute notice by the Indemnifying Party, such dispute shall be resolved by arbitration pursuant to Section 7.02.

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