Common use of LIMITATION OF DEVELOPER’S LIABILITY Clause in Contracts

LIMITATION OF DEVELOPER’S LIABILITY. 10.1 Subject to clauses 10.2 and 10.3 the Developer is not to be relieved of liability for any breach of its obligations in this Agreement by: 10.1.1 completion of the grant of a Building Lease for a Plot; 10.1.2 completion of the grant of Interim Use of Lease; 10.1.3 completion of the grant of a Plot Lease, Sub-Plot Lease, or NASS Lease; 10.1.4 the consent or approval of the Council to any matter under this Agreement, whether or not this Agreement expressly requires the consent or approval of the Council; 10.1.5 the issue of any Certificate of Practical Completion or the Date of Wind and Watertight Certification or the Date of Topping Out arising or the absence of any objection by the Council to the relevant certificate being issued or the terms which it contains; 10.1.6 the making good of defects by the Building Contractor under the terms of the Building Contract; 10.1.7 the grant of any lease; 10.1.8 the payment of the Overage; 10.1.9 the right of the Developer to make a claim against the Building Contractor or members of the Professional Team; 10.1.10 any delay or neglect by the Council in enforcing the terms of this Agreement or any time allowed by the Council for their performance; 10.1.11 any variation of the terms of this Agreement; 10.1.12 any legal limitation, immunity, disability, incapacity of other circumstances relating to the Developer, whether or not known to the Council; or 10.1.13 anything else which would have released the Developer whether by the variation of the Developer’s obligations or by the conduct of the parties. 10.2 Notwithstanding clause 10.1 the Developer shall be released from all liability to the Council: 10.2.1 in respect of each element of the Council Works and Council Public Realm on the later of: 10.2.1.1 the date which is the eleventh anniversary of the date of issue of the Certificate of Making Good Defects in respect of those works; and 10.2.1.2 the delivery by the Developer to the Council of all the Warranties in respect of the Council Works and Council Public Realm; 10.2.2 in respect of each element of the Development Works (other than the Council Works and any Council Public Realm) on the later of the date which is: 10.2.2.1 one year after the issue of the Certificate of Making Good Defects in respect of the relevant Development Works; and 10.2.2.2 the delivery by the Developer to the Council of all the Warranties in respect of the Development Works (other than the Council Works and Council Public Realm). 10.3 Clause 10.2 shall not apply in respect of: 10.3.1 claims begun before the end of the Liability Period; 10.3.2 any rights of action in respect of which the Council has given written notice to the Developer before the expiry of the Liability Period of its intention to make a claim; 10.3.3 any outstanding liability under any Statutory Consent or Infrastructure Works agreement or Planning Agreement; and 10.3.4 any landscaping which remains to be carried out in the next planting season.

LIMITATION OF DEVELOPER’S LIABILITY. 10.1 Subject to clauses 10.2 and 10.3 the 8.1 The Developer is not to be relieved of liability for any breach of its obligations in this Agreement by: 10.1.1 completion of the grant of a Building Lease for a Plot; 10.1.2 completion of the grant of Interim Use of Lease; 10.1.3 completion of the grant of a Plot Lease, Sub-Plot Lease, or NASS Lease; 10.1.4 8.1.1 the consent or approval of the Council to any matter under this Agreement, whether or not this Agreement expressly requires the consent or approval of the CouncilCouncil (save for any obligation to obtain such consent which shall be satisfied thereby); 10.1.5 8.1.2 the issue of any a Certificate of Sectional Completion or Certificate of Practical Completion or the Date of Wind and Watertight Certification or the Date of Topping Out arising or the absence of any objection by the Council to the relevant certificate its being issued or the terms which it contains; 10.1.6 8.1.3 the making good of defects by the a Building Contractor under the terms of the a Building Contract; 10.1.7 the grant of any lease; 10.1.8 the payment of the Overage; 10.1.9 8.1.4 the right of the Council or the Developer to make a claim against the Building Contractor or members of the Professional Team; 10.1.10 8.1.5 any delay or neglect by the Council in enforcing the terms of this Agreement or any time allowed by the Council for their performance;; or 10.1.11 8.1.6 any variation of the terms of this Agreement; 10.1.12 any legal limitation, immunity, disability, incapacity of other circumstances relating to the Developer, whether or not known to the Council; or 10.1.13 anything else which would have released the Developer whether by the variation of the Developer’s obligations or by the conduct of the parties. 10.2 Notwithstanding clause 10.1 the Developer shall be released from all 8.2 The liability to the Council: 10.2.1 in respect of each element of the Council Works and Council Public Realm on the later of: 10.2.1.1 the date which is the eleventh anniversary of the date of issue of the Certificate of Making Good Defects in respect of those works; and 10.2.1.2 the delivery by the Developer to the Council of all the Warranties in respect of the Council Works and Council Public Realm; 10.2.2 in respect of each element any breach of the Development terms of this Agreement relating to Relevant Works (other than the Council Works and any Council Public Realm) is to end on the later last day of the date which is: 10.2.2.1 one year after the issue of the Certificate of Making Good Defects in respect of the relevant Development Works; and 10.2.2.2 the delivery by the Developer to the Council of all the Warranties in respect of the Development Works (other than the Council Works and Council Public Realm). 10.3 Clause 10.2 shall not apply Liability Period except in respect of: 10.3.1 8.2.1 claims begun before the end of the Liability Period; 10.3.2 8.2.2 any rights of action in respect of which the Council has given written notice to the Developer before the expiry of the Liability Period of its intention to make a claimclaim (in relation to which the Developer's liability shall end on the date 6 months after the end of the Liability Period if no claim has been begun before such date); 10.3.3 8.2.3 any outstanding liability under any Statutory Consent or Infrastructure Works agreement Agreement or Planning Agreement; and 10.3.4 8.2.4 any landscaping which remains to be carried out in the next planting season. 8.3 The Developer's liability under this Agreement shall not exceed TWENTY MILLION POUNDS (£20,000,000) in aggregate. This clause 8.3 shall not: 8.3.1 exclude or limit the Developer's liability for: 8.3.1.1 wilful breach of contract; 8.3.1.2 fraud or fraudulent misrepresentation; 8.3.1.3 claims in connection with death or personal injury. 8.3.2 apply to any liability in respect of which sums are received under either the insurance taken out under clause 7.1 or the public liability insurance referred to in clause 7.9 (and for the avoidance of doubt the Developer shall make a claim for such sums pursuant to such insurances).