Exclusion of Limitations. No restrictions imposed by any ordinance or other statutory provision in relation to the exercise of any power of sale or consolidation, including without limitation paragraph 11 of the Fourth Schedule to the Conveyancing and Property Ordinance (Chapter 219 of the laws of Hong Kong) shall apply to this Deed.
Exclusion of Limitations. Nothing in this Agreement shall apply to limit a claim under this Agreement that arises or is delayed as a result of fraud or Wilful Misconduct by a Party, any other member of a Group, the Retained Group or any Group Company or any of their respective officers or employees.
Exclusion of Limitations. Although a representation, warranty or covenant of any of the parties to this Agreement may not be deemed breached, inaccurate or in default unless or until a certain standard (whether as to magnitude of the breach or magnitude of the applicable item, action, obligation or requirement) as to “material”, “materiality” or Material Adverse Effect has been met, for purposes of calculating Damages in connection with this Section 5.2, Damages for a breach, inaccuracy or default of any such representation, warranty or covenant contained in this Agreement shall be measured without giving effect to any such standard. Additionally, regardless of any disclosure by one party to another, notwithstanding anything herein to the contrary, the limitations on the indemnification obligations set forth in Section 5.2(c) (e.g. the Basket and Damages Cap), shall not apply to any Damages arising directly or indirectly from any of the following (the “Excluded Liabilities”):
(i) any fraud, deliberate malfeasance, or any intentional breach by any party hereto of any representation, warranty, covenant or obligation of such party;
(ii) with respect to Sellers, any fees (including legal fees) or commissions or similar payments, based upon any agreement or understanding made, or alleged to have been made, by any Person with Company or Sellers in connection with any of the transactions contemplated by this Agreement;
(iii) with respect to Sellers, any and all liabilities, obligations and commitments in respect of Company’s 401(k) plan relating to periods prior to the date of this Agreement;
(iv) with respect to Sellers, any Sales Tax relating to periods prior to the date of this Agreement;
(v) with respect to Sellers, any matters arising in respect of a breach of Section 2.3;
(vi) with respect to Buyer, any fees (including legal fees) or commissions or similar payments, based upon any agreement or understanding made, or alleged to have been made, by any Person with Buyer in connection with any of the transactions contemplated by this Agreement;
(vii) with respect to Buyer, failure to pay any portion of the Purchase Price when due to Sellers, subject to Section 5.2(j); or
(viii) with respect to Buyer, any amounts required to be paid by Sellers’ or their spouses pursuant to each such Person’s guarantee of Company’s obligations under that certain Office Lease dated July 15, 1997 by and between Company and Mulberry Properties, Inc., as amended, as a result of any actions or omissions of Buy...
Exclusion of Limitations. None of the limitations set out in Clause 8 or anywhere else in this Umbrella Agreement and the Transaction Agreements and any schedules or exhibits hereto or thereto shall apply in any circumstances where the breach of a representation, warranty or covenant made by a Seller arises out of or as a result of fraud or willful or grossly negligent (in Danish: "forsaet ellex xxxv uagtsomhed") misrepresentation, concealment, mis-statement or other similar willful or grossly negligent conduct of such Seller or any of its respective directors, officers or employees.
Exclusion of Limitations. The limitations set out in Section 9 and 10 with the exception of the time limitation set out in Section 10.1 shall not apply to a claim for the indemnities given pursuant to this Section 14 and shall be on a Euro per Euro basis irrespective of any fault (negligence) of the Sellers.
Exclusion of Limitations. Notwithstanding any other provision of this Agreement:
Exclusion of Limitations. Nothing in this Schedule 11 (A15 Limitations of Liability) applies to a Claim that arises or is delayed as a result of fraud, wilful misconduct or dishonesty by A15, any other member of the A15 Group, or any of their respective officers or employees.
Exclusion of Limitations. Nothing in this Schedule 15 (IMS and Aleph Cayman Limitations of Liability) applies to a Claim that arises or is delayed as a result of fraud, wilful misconduct or dishonesty by IMS or Aleph Cayman, any other member of the IMS Group, or any of their respective officers or employees.
Exclusion of Limitations. Notwithstanding anything herein to the contrary, the limitations on the indemnification obligations of Company and the Company Shareholders set forth in Section 5.2(c) shall not apply to:
(i) any breach arising directly or indirectly from any circumstance of which Company or any of the Company Shareholders had Knowledge on or prior to the Closing Date other than matters related to Sales Tax (as defined below) as more specifically set forth in Section 5.2(i);
(ii) fraud, deliberate malfeasance, or any intentional breach by Company or any of the Company Shareholders of any representation, warranty, covenant or obligation;
(iii) any claims under Section 5.2(a)(ii) and 5.2(a)(iii);
(iv) any matters arising in respect of Sections 2.1, 2.2, 2.3 and 2.31.
Exclusion of Limitations. No limitations on the Seller's liability contained in this Agreement shall apply to:
(a) any claim for breach of Warranty or for breach of any other provision of this Agreement which (or the delay on discovery of which) is the result of deliberate misstatement or fraud of the Seller; or
(b) any claim for breach of Warranty or for breach of any other provision of this Agreement relating to Employees, or the indemnifications payable by Seller as referred to in Section 6.1.6. Subject to the foregoing, for the avoidance of doubt, any claims for Losses relating to a Third Party Claim shall be subject to the limitations of Sections 7.1 through 7.3.
