Limitation of Compost's Liability Sample Clauses

Limitation of Compost's Liability. (a) Notwithstanding anything to the contrary contained in this Agreement, except (i) for the aggregate liability of Compost for any event or occurrence giving rise to Compost being required to indemnify Purchaser Indemnified Parties pursuant to Section 10.1(i)(f) of this Agreement (and Section 10.1(ii) as it relates to Section 10.1(i)(f)) which shall be unlimited, (ii) as provided in Sections 7.4(b) and 9.2 of this Agreement, and (iii) for claims of fraud or willful misconduct, the sole remedy of the Purchaser for any breach or violation under this Agreement shall be limited to the rights of the Purchaser Indemnified Parties under this Article X and under the Earnout Agreement, and the aggregate liability for all events or occurrences giving rise to Compost being required to indemnify the Purchaser Indemnified Parties pursuant to Section 10.1 (together with Compost's exposure in the maximum amount of $5,000,000 for the Company's failure to satisfy the EBITDA targets under the Earnout Agreement) shall be limited to $9,000,000. (b) Purchaser Indemnified Parties are entitled to indemnification pursuant to Section 10.1(i)(a) through (c) (and Section 10.1(ii) as it relates to Section 10.1(i)(a) through (c)) only if the amount of any Indemnified Amount, individually or in the aggregate with all other Indemnified Amounts hereunder (including the first $162,500 of Indemnified Amounts under Section 10.1(i)(g) and Section 10.1(ii) as it relates to Section 10.1(i)(g), as referenced in the next sentence), exceeds Four Hundred Fifty Thousand Dollars ($450,000), and then only to the extent of such excess. Purchaser Indemnified Parties are entitled to indemnification pursuant to Section 10.1(i)(g) (and Section 10.1(ii) as it relates to Section 10.1(i)(g)) only if the Indemnified Amounts under such sections exceed $162,500 in the aggregate, and then only to the extent of such excess. Such deductibles shall not be applicable to claims under Section 7.4(b) and Indemnified Amounts under Sections 10.1(i)(d) through (f) and Section 10.1(ii) as it relates to Section 10.1(i)(d) through (f).
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Related to Limitation of Compost's Liability

  • Limitation of County’s Liability Anything herein to the contrary notwithstanding, any financial obligation the County may incur hereunder, including for the payment of money, shall not be deemed to constitute a pecuniary liability or a debt or general obligation of the County; provided, however, that nothing herein shall prevent the Company from enforcing its rights hereunder by suit for mandamus or specific performance.

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  • Limitation of Warranties The warranties made by BNYM in this Schedule C, and the obligations of BNYM under this Schedule C, run only to Company and not to its affiliates, its customers or any other persons.

  • LIMITATION OF LIABILITY; DISCLAIMER OF WARRANTIES NOTWITHSTANDING SECTIONS 8.01 AND 8.02 TO THE CONTRARY, NEITHER PARTY SHALL IN ANY EVENT BE LIABLE IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, TO THE OTHER PARTY OR ITS RESPECTIVE SUBSIDIARIES, AFFILIATES, FRANCHISEES OR OTHER OPERATORS FOR ANY TYPE OF INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (SUCH AS, BUT NOT LIMITED TO, LOSS OF PROFITS OR BUSINESS OPPORTUNITY) ARISING FROM A PARTY’S PERFORMANCE OR FAILURE TO PERFORM UNDER ANY OF THE TERMS AND PROVISIONS OF THIS AGREEMENT OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY SUCH DAMAGES ATTRIBUTABLE TO A BREACH OF ANY TERM OR PROVISION OF THIS AGREEMENT. COMPANY ACKNOWLEDGES AND AGREES THAT DISTRIBUTOR IS NOT THE MANUFACTURER OR PRODUCER OF THE PRODUCTS SUPPLIED BY DISTRIBUTOR. IN NO EVENT SHALL DISTRIBUTOR BE LIABLE WITH RESPECT TO ANY CONDITIONS, DEFECTS, DEFICIENCIES, DANGERS, FAULTS OR FAILURES, OF ANY KIND, IN OR RELATING TO ANY PRODUCTS SUPPLIED BY DISTRIBUTOR EXCEPT, SUBJECT TO THE LIMITATIONS STATED IN THIS AGREEMENT, TO THE EXTENT OF DISTRIBUTOR’S ACTUAL NEGLIGENCE IN ITS HANDLING OF SUCH PRODUCTS. EXCEPT AS EXPLICITLY PROVIDED IN THIS AGREEMENT, DISTRIBUTOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.

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  • Limitation of Agreement This Agreement is limited to and includes only the work included in the Project described above.

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