Limitation of the Company's Liability. The Company is a party to this Pass Through Agreement solely for purposes of meeting the requirements of the Trust Indenture Act, and therefore shall not be liable hereunder, except as otherwise expressly provided herein, or under the terms of any Series Supplement or any Pass Through Certificates, except as otherwise expressly provided therein.
Limitation of the Company's Liability. 11.1. Nothing in these Terms and Conditions shall limit or exclude the Company’s liability for: (i) death or personal injury caused by the Company’s negligence; (ii) fraud or fraudulent misrepresentation; or (iii) for any other matter in respect of which it would be unlawful for the Company to exclude or limit liability.
11.2. Subject to Condition 11.1 and 11.3:
11.2.1. the Company shall under no circumstances be liable to the Customer, whether in contract, tort (including negligence) or otherwise, for any loss of profit, loss of opportunity, loss of customers, loss of reputation or any indirect or consequential loss arising under or in connection with the Contract;
11.2.2. in respect of damaged or otherwise defective Products, the Company’s liability shall be limited to replacing the whole or any part of the respective Product or, at the Company’s option, refunding or crediting the purchase price or a prorated portion of the purchase price;
11.2.3. in all other circumstances, the Company’s total liability to the Customer in respect of all other losses arising under or in connection with a Contract shall in no circumstances exceed the value of the order to which the Contract relates.
11.3. Subject to Condition 11.1, the Company shall not be liable for any losses, expenses, claims or damages suffered or incurred by the Customer (or any third party):
11.3.1. to the extent they arise as a consequence of any damage or defect in a Product which was caused by its unsatisfactory storage, treatment or handling (other than by the Company or its representatives) or any act or omission on the part of the Customer or its employees, agents or representatives;
11.3.2. relating to damaged or defective Products where the damage or defect ought reasonably to have been noticeable at the time of delivery, and the damage or defect is not reported to the Company in accordance with Condition 7;
11.3.3. claims not notified to the Company within 3 months of the respective invoice (or, if later, when the Customer became aware, or ought reasonably to have become aware, of the claim).
Limitation of the Company's Liability. The Company will not be liable for (i) any expenses incurred by the Dealer in its performance of the liabilities and obligations under this Contract, or (ii) any direct or indirect losses, damages or expenses sustained by the Dealer or any third party due to any act of the Dealer relying on the proposal or assistance of the Company.
Limitation of the Company's Liability. WITHOUT LIMITATION OF THE PROVISIONS OF SECTION 14.2 ABOVE, THE TOTAL LIABILITY OF THE COMPANY TO CUSTOMER IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE LESSER OF (A) DIRECT DAMAGES PROVEN BY CUSTOMER OR (B) **** . THE FOREGOING LIMITATION APPLIES TO ALL CAUSES OF ACTIONS AND CLAIMS, INCLUDING WITHOUT LIMITATION BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION AND OTHER TORTS. FURTHER, THE COMPANY’S LIABILITY WITH RESPECT TO INDIVIDUAL COMPANY SERVICES MAY ALSO BE LIMITED PURSUANT TO THE TERMS AND CONDITIONS OF THE APPLICABLE SCHEDULE. CUSTOMER ACKNOWLEDGES AND ACCEPTS THE REASONABLENESS OF THE FOREGOING DISCLAIMERS AND LIMITATIONS OF LIABILITY. NO CAUSE OF ACTION UNDER ANY THEORY WHICH ACCRUED MORE THAN **** PRIOR TO THE INSTITUTION OF A LEGAL PROCEEDING ALLEGING SUCH CAUSE OF ACTION MAY BE ASSERTED BY EITHER PARTY AGAINST THE OTHER. HOWEVER, NOTHING IN THIS SECTION 14.3 SHALL LIMIT THE COMPANY’S LIABILITY: (A) IN TORT FOR ITS WILLFUL OR INTENTIONAL MISCONDUCT, (B) FOR BODILY INJURY OR DEATH PROXIMATELY CAUSED BY THE COMPANY’S NEGLIGENCE, OR (C) LOSS OR DAMAGE TO REAL PROPERTY OR TANGIBLE PERSONAL PROPERTY PROXIMATELY CAUSED BY THE COMPANY’S NEGLIGENCE; OR (D) FOR COSTS OF DEFENSE OR THIRD PARTY SETTLEMENTS OR JUDGMENTS UNDER ANY INDEMNIFICATION OBLIGATION ARISING UNDER SECTION 13 ABOVE
Limitation of the Company's Liability. This agreement contemplates that all investments by or in the Dealer shall be made, and the Dealer shall purchase and resell IMPORTED PRODUCTS, in conformity with the provisions hereof, but otherwise in the discretion of the Dealer and the Dealer's owners. Except as herein specified, nothing herein contained shall impose any liability on the Company in connection with the Dealer's operations under this agreement or otherwise or for any expenditure made or incurred by the Dealer in preparation for performance or in performance of the Dealer's responsibilities under this agreement.
Limitation of the Company's Liability. The following limitation of the Company’s liability shall apply:
Limitation of the Company's Liability. Other than in case of fraud, the total amount of liability of the Company for any damages, liability and loss (including taxes thereon) relating to or arising from breaches of Section 3 of this Agreement shall be limited to the amount that the Investor invested in the capital stock of the Company pursuant to this Agreement; provided, however, that no claim shall be initiated by the Investor in respect of the breach of Section 3 herein until the aggregate of all damages, liabilities and losses incurred by the Investor collectively shall exceed $100,000 and, in such case, the Company shall be liable for all damages, liabilities and losses incurred by the Investor without regard to such $100,000 threshold. The parties acknowledge that a diminution or reduction in the value of the Shares or the Company due to a breach of Section 3 herein shall constitute a damage, liability or loss incurred hereunder.
Limitation of the Company's Liability. The liability of the Company under Section 10.4 shall be limited as follows:
(a) The maximum aggregate amount payable by the Company in respect of all claims for indemnification for any breach of any representation or warranty by Merger Sub, the Associated Covenants and Agreements of Merger Sub and the associated portions of the Merger Sub Compliance Certificate shall not exceed ten percent (10%) of the Cash Consideration.
(b) No claim shall be made for indemnification under Section 10.4 until the aggregate amount of all Losses and Liabilities indemnifiable for such breaches of representations and warranties, the Associated Covenants and Agreements of Merger Sub and the associated portions of the Merger Sub Compliance Certificate exceeds one percent (1%) of the Cash Consideration, and then only to the extent of such excess.
(c) HEI and HEA shall not be entitled to recover under Section 10.4 with respect to:
(i) the breach of any representation, warranty, covenant or agreement unless such claim has been asserted by written notice, specifying the details of such breach, delivered to Merger Sub on or prior to the first anniversary of the Closing Date;
(ii) the breach of any representation or warranty, or of any covenant to be performed prior to the Closing, if before the Closing Merger Sub provided written notification to HEI and HEA of the fact or facts which caused such breach, or
(iii) any claim, to the extent the claim has been satisfied by insurance proceeds (HEI and HEA hereby agreeing to all requisite commercially reasonable efforts to collect the maximum amount of insurance proceeds to which they may be entitled).
(d) The amount of any recovery to which HEI and HEA may be entitled pursuant to Section 10.4 shall be net of (i.e., after deducting) any national, federal, state, provincial and local income tax benefits and insurance proceeds inuring to such person as a result of the set of facts which entitle HEI and HEA to recover from the Company pursuant to Section 10.4.
(e) The Company shall not be liable under the indemnification provisions of Section 10.4 to the extent that any Loss or Liability results from an indemnified party's bad faith, or willful or intentional tortious misconduct.
Limitation of the Company's Liability. 1. The Company is only liable for its actions causing damage to the Investor performed solely due to intentional fault.
2. With the exception of damage caused by the Company through willful misconduct, in the event that any claims are made against the Company by third parties or state authorities in connection with the issue, acquisition or existence of NFTs, the Investor is obliged to indemnify the Company and join all pending legal proceedings. The Company undertakes to notify the Investor immediately of any claims raised by third parties, and in particular of any court proceedings instituted.
Limitation of the Company's Liability. The following provisions shall govern the extent of liability of the Company for any claims relating to Services provided by the Company:
a. The liability of the Company for damages resulting in whole or in part from mistakes, omissions, interruptions, delays, errors or other defects in the Services provided shall not exceed the Company’s billed charges for the specific call, or portion thereof, which was affected. No other liability shall attach to the Company;
b. Neither the Company nor its officer, agents, or employees shall be liable for indirect, incidental, special or consequential damages; and
