General Limits. No Noteholder or Beneficiary shall be entitled to:
(a) (particular interest) an interest in any particular part of any Trust or Asset comprised in any Trust;
(b) (require transfer) subject (in the case of the Beneficiary) to this deed, require the transfer to it of any Asset comprised in any Trust;
General Limits. 51 12.2 Interests of Beneficiary assignable .................................................................... 52 12.3 Ranking of interest of Beneficiary ..................................................................... 52 12.4 Further limit on interest of Noteholders ............................................................... 52 12.5 No liability of Noteholders or Beneficiary ............................................................. 52
General Limits. 3.1 The Vendors shall not be liable for any claim in respect of tort (including negligence) or any other non-contractual claim, howsoever arising, pursuant to or in connection with this Agreement or the Tax Deed of Covenant.
3.2 Each provision of this Schedule 6 shall be read and construed without prejudice to each of the other provisions of this Schedule 6.
3.3 No Vendor is liable in respect of a Claim (other than a Claim under the Tax Warranties):
(a) to the extent that the matter giving rise to the Claim would not have arisen but for the passing of, or a change in, a law, rule, regulation, interpretation of the law or administrative practice of a government, governmental department, agency or regulatory body after the date of this Agreement or an increase in the Tax rates or an imposition of Tax, in each case not actually or prospectively in force at the date of this Agreement;
(b) to the extent that the matter giving rise to the Claim arises wholly or partially from an event, transaction, action or omission before or after Completion by, or at the request or direction of, or with the written consent of, a member of the Purchaser’s Group (which for these purposes includes the Group Companies only after Completion) or any director, employee, authorised agent or adviser of a member of the Purchaser’s Group;
(c) to the extent that the matter giving rise to the Claim is an amount for which any Group Company has a right of recovery against, or an indemnity from, a person other than the Vendors, whether under a provision of applicable law, insurance policy or otherwise howsoever or would have had that right or indemnity but for a change in law or the terms of its insurance after Completion;
(d) to the extent that the matter giving rise to the Claim was specifically provided for in computing the amount of an allowance, provision or reserve in the Accounts or the Net Working Capital Statement or Net Cash Statement or was specifically included in the Accounts or the Net Working Capital Statement or Net Cash Statement or in the notes to the Accounts or the Net Working Capital Statement or Net Cash Statement or in accordance with generally accepted accounting principles has not been so taken account of or referred to; or
(e) to the extent that the Purchaser’s Deal Team is actually aware as at the date of this Agreement of the fact, matter, event or circumstance which is the subject matter of the Claim and is aware that such fact, matter, event or circumstance amou...
General Limits. EXCEPT AS SET FORTH IN SECTION 14.3 HEREOF, A PARTY’S LIABILITY TO THE OTHER PARTY UNDER THIS SERVICES AGREEMENT SHALL BE LIMITED TO THE AMOUNT OF $60,000,000 (LESS ANY AMOUNTS PREVIOUSLY PAID BY THE LIABLE PARTY TO THE OTHER PARTY AS COMPENSATION FOR DAMAGES IN CONNECTION WITH THIS SERVICES AGREEMENT). NEITHER PARTY SHALL BE RESPONSIBLE FOR THE ACTS OR OMISSIONS OF THE OTHER PARTY, OR THE OTHER PARTY’S OFFICERS, EMPLOYEES OR AGENTS (INCLUDING WITH RESPECT TO THE AMOUNT, ACCURACY, TIMELINESS OR AUTHORIZATION OF ANY INSTRUCTIONS OR INFORMATION FROM THE OTHER PARTY).
General Limits. Except as set forth herein Buyer shall not be liable for any indebtedness of Seller. Buyer assumes no liabilities except as stated above.
General Limits. The management of this Company shall exercise due care to underwrite risks in a professional and businesslike manner and to help assure that the premium obtained is appropriate for the exposures insured by this Company.
General Limits. Coverage shall be obtained and maintained for comprehensive general liability, automobile liability, employment liability, professional liability (if applicable), and excess liability exposures as set forth on the attached Schedule 5.16 (except as modified below) for each occurrence and may include primary policies and “umbrella” excess coverages.
General Limits. Except in the case of a rollover contribution described in section 402(c), 402(e)(6), 403(a)(4), 403(b)(8), 403(b) (10), 408(d)(3), or 457(e)(16), or a contribution made in accordance with the terms of
General Limits. Except in the case of a qualified rollover contribution described in section 408A(e), a recharacterized contribution described in section 408A(d)(6) or an XXX Conversion Contribution, the Custodian will accept only cash contributions up to
General Limits. 3.1 The Sellers shall not be liable in respect of a Claim and accordingly no Claim may be brought to the extent that the matter, fact or circumstance giving rise to the Claim:
3.1.1 is fairly disclosed in the Disclosure Letter or the Disclosure Documents;
3.1.2 would not have arisen or occurred but for an act, omission or transaction done, made or carried out by the Sellers or the Company, or any of their directors, employees or agents prior to Completion at the written request of or with the written consent of the Buyer;
3.1.3 arises as a direct result of the identity of the Buyer.
3.2 The Sellers shall not be liable in respect of a Claim or an Indemnity Claim and accordingly no Claim or Indemnity Claim may be brought:
3.2.1 to the extent that the matter, fact or circumstance giving rise to the Claim or Indemnity Claim;
(a) would not have arisen or occurred but for the passing of, or a change in, an applicable law, rule, regulation, published interpretation of the law or administrative practice of a government, governmental department, agency or regulatory body, or a judgment passed, after the Completion Date; or
(b) is specifically allowed for, provided against or reserved for in the Balance Sheet.
3.2.2 where the loss or liability resulting from the Claim has been or is made good or otherwise compensated for at no expense to the Buyer or the Company;
3.2.3 which results from a change in the accounting or taxation policies or practices of the Company introduced or having effect after Completion, save to the extent that the same are introduced to bring the accounting or taxation policies or practices of the Company into line with UKGAAP in relation to a business of the type carried on by the Buyer and/or the Company;
3.2.4 which would not have arisen or occurred but for a cessation of trading or change in the nature or conduct of the Company’s business after Completion;
3.2.5 which is contingent or unquantifiable unless and until either such contingent liability becomes an actual liability or such unquantifiable liability becomes quantifiable and, in either case, such liability is due and payable, provided that, if the Buyer notifies the Sellers Representatives of the relevant matter, fact or circumstance in accordance with clause 11.5, the relevant matter, fact or circumstance shall constitute a Relevant Claim and shall be treated in accordance with clause 11.
