Limitation of Warrantors’ liability Sample Clauses

Limitation of Warrantors’ liability. Notwithstanding the provisions of Clause 4, the Warrantors shall not be liable for breach of Warranty: 5.1 Time limitation for claims in respect of any claim unless written notice of such claim is given by NewCo to the Warrantor(s) who is/are believed by NewCo to be a Liable Party with a copy to Xx Xxxxxx and to the Company’s Solicitors, DLA of 3 Xxxxx Xxxxxx, Xxxxxx, XX0X 0XX xor the attention of Xxxx Xxxxxx, setting out such details as are available of the specific matter giving rise to the claim including, if practicable, an estimate of the amount of Losses which are, or are to be, the subject of the claim, including any Losses which are contingent on the occurrence of any future event, on or prior to 31 July 2004: 5.2 Individual de minimis claims in respect of any claim unless the amount of such claim exceeds £100,000 (“Qualifying Claim”). 5.3 Aggregate minimum claims in respect of any claim unless the value of the Company has been significantly impaired and the aggregate amount of all Qualifying Claims exceeds £5,000,000, but if the value of the Company having been significantly impaired, and the aggregate liability in respect of all such Qualifying Claims exceeds that figure then all Qualifying Claims shall accrue against and be recoverable from the Warrantors in full;
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Limitation of Warrantors’ liability. The provisions of Schedule 8 shall operate to limit the liability of the Warrantors under the Warranties save those Warranties set out in paragraph 1 of Schedule 7.
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Limitation of Warrantors’ liability general The provisions of this Schedule shall operate to limit the liability of the Warrantors under and in respect of the provisions of clause 16 of this Agreement and the Warranties. The limitations of the liability of the Warrantors contained in this Schedule shall apply equally to any claim which may be brought by any assignee of the benefit of the Warranties.
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Limitation of Warrantors’ liability. 9.1 Limitations on liability The liability of the Warrantors: 9.1.1 in respect of any claim under the Warranties save for the Tax Warranties, shall be limited as provided in Parts 1 and 2 of Schedule 9; and 9.1.2 in respect of any claim under the Tax Warranties shall be limited as provided in Part 1 (as expressed to apply) and Part 2 of Schedule 9. The limitations on the liability of the Warrantors under this Clause and Schedule 9 shall not apply in relation to the Warranties set out in sub-paragraphs 1.2 and 2.4.1 and 2.4.3 of Schedule 4.
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Limitation of Warrantors’ liability. The maximum liability of the Warrantors, collectively, under this Agreement shall be an amount equal to 150 percent of the aggregate purchase price paid by the Investor for the Purchased Shares and Transferred Shares, provided, however, that the maximum liability of the Founders, collectively, under this Agreement shall be an amount equal to 100 percent of the aggregate purchase price paid by the Investor for the Purchased Shares and Transferred Shares. The foregoing limitations shall not apply to fraud, willful breaches, or gross negligence of the Warrantors.
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Limitation of Warrantors’ liability. 9.1 The liability of the Warrantors for breach of or under any of the Warranties shall be limited as follows: 9.1.1 no claim may be made against the Warrantors in respect of any such liability unless notice of such claim is served on the Warrantors in writing specifying in reasonable detail the nature of the claim as soon as reasonably practicable after the Purchaser becomes aware that circumstances giving rise to such claim have arisen and in any event before 31st December 1998 (or with respect to any Warranty relating to Tax within six years of Completion); 9.1.2 the Warrantors shall not be liable to the extent that the amount of the claim or claims against them in respect of any such liability exceeds (or would when aggregated with the amount of all previous claims against any of the Warrantors in respect of any such liabilities exceed) the total consideration received by them pursuant to this Deed for the Shares; 9.1.3 the Warrantors shall not in any event be liable to the Purchaser unless a claim or claims can be validly made against them exceeding in aggregate the sum of (pound)15,000 but, in the event such sum is exceeded, the Warrantors shall be liable for the entire amount thereof and not only for the excess; and 9.1.4 the Purchaser shall promptly reimburse to the relevant Warrantor(s) an amount equal to any sum paid by such Warrantor(s) in respect of any such liability which is subsequently recovered by the Purchaser or the Company (as the case may be) from any third party. 9.2 No liability of the Warrantors in respect of any breach of or claim in respect of any Warranty or Indemnity shall arise to the extent the subject matter of the claim is taken into account in computing any payment to be made to the Warrantors (or any of them) pursuant to Clause 4.2 or any adjustment in the consideration to be paid for the Shares pursuant to Clause 4.10. 9.3 If the Purchaser is entitled to make a claim against the Warrantors in respect of a matter by reason of the Warranties. undertakings. representations and obligations contained in this Deed and a claim may be made in respect of the same matter under the Deed of Tax Covenant, it is agreed that to the extent that recovery in respect of that matter may be obtained under this Deed a claim shall be made only under the terms of this Deed and not under the Deed of Tax Covenant. 9.4 The Purchaser and the Company shall not be entitled to recover the same sum or for the same loss more than once in respect of any cl...
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Limitation of Warrantors’ liability. 10.1 The liability of the Warrantors under the Deed of Tax Covenant and/or for breach of any of the Warranties shall be limited as follows: 10.1.1 no claim may be made against the Warrantors in respect of any such liability for breach of the Warranties (other than a liability under and/or for breach of the Tax Warranties or the Deed of Tax Covenant) unless notice of such claim is served on the Warrantors in writing specifying in reasonable detail the event, matter or default which gives rise to the claim as soon as reasonably practicable after the Purchaser becomes aware that circumstances giving rise to such claim have arisen and in any event before the expiration of twelve (12) months from Completion; 10.1.2 no claim may be made against the Warrantors in respect of any liability under and/or for breach of the Tax Warranties or the Deed of Tax Covenant unless notice of such claim is served on the Warrantors in writing specifying in reasonable detail the event, matter or default which gives rise to the claim as soon as reasonably practicable after the Purchaser becomes aware that circumstances giving rise to such claim have arisen in any event before the expiration of six (6) years from Completion;
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Limitation of Warrantors’ liability. The Warrantors shall not be liable for any claim under the Tax Warranties or the Tax Covenant in respect of any Liability for Tax to the extent that such Liability for Tax:
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Limitation of Warrantors’ liability 
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Related to Limitation of Warrantors’ liability

  • Limitation on Guarantors’ Liability Each Guarantor by its acceptance hereof and each Holder of a Security entitled to the benefits of the Guarantee hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to the Guarantee not constitute a fraudulent transfer or conveyance for purposes of any federal or state law. To effectuate the foregoing intention, each Holder of a Security entitled to the benefits of the Guarantee and each Guarantor hereby irrevocably agrees that the obligations of each Guarantor under the Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under the Guarantee, not result in the obligations of such Guarantor under the Guarantee constituting a fraudulent conveyance or fraudulent transfer under federal or state law.

  • LIMITATION OF OUR LIABILITY We are not responsible or liable to you or any supplementary cardmember for: • any delay or failure by a merchant to accept the card, • goods and services you charge to your account, including any dispute with a merchant about goods and services charged to your account, • any costs, damages or expenses arising out of our failure to carry out our obligations under this agreement if that failure is caused by a third party or because of a systems failure, data processing failure, industrial dispute or other action outside our control, and • loss of profits or any incidental, indirect, consequential, punitive or special damages regardless of how they arise. For example, we will not be liable to you or any supplementary cardmember for any malfunction or failure of the card or refusal by a merchant to accept the card. Clause required under the Consumer Protection Act. (Open credit contract for the use of a credit card)

  • Limitation of Seller's Liability This paragraph limits the liability of the seller. This is a usual provision, but flexible, ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ . ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ , ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ .

  • Limitation of Subsidiary Guarantor's Liability Each Subsidiary Guarantor and by its acceptance hereof each Holder of Securities hereby confirms that it is the intention of all such parties that the guarantee by such Subsidiary Guarantor pursuant to its Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for purposes of any federal, state or foreign law. To effectuate the foregoing intention, the Holders of Securities and each Subsidiary Guarantor hereby irrevocably agree that the obligations of each Subsidiary Guarantor under its Subsidiary Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee, result in the obligations of such Subsidiary Guarantor under the Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, state or foreign law.

  • Limitation of Guarantor's Liability Each Guarantor and by its acceptance of Notes, each Holder, confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of the Federal Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law relating to fraudulent transfer or conveyance. To effectuate the foregoing intention, the Trustee, the Holders and Guarantors hereby irrevocably agree that the obligations of such Guarantor under its Note Guarantee shall be limited to the maximum amount that will not, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee, result in the obligations of such Guarantor under its Note Guarantee constituting a fraudulent transfer or conveyance.

  • Limitation of Warranty THE EXPRESS WARRANTIES SET FORTH HEREIN SHALL CONSTITUTE THE ONLY WARRANTIES APPLICABLE TO THE PRODUCT. TO THE EXTENT ALLOWED BY LAW, PANASONIC USA HEREBY EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, USE, OR APPLICATION, AND ALL OTHER OBLIGATIONS OR LIABILITIES ON PANASONIC USA’S PART, UNLESS SUCH OTHER WARRANTIES, OBLIGATIONS OR LIABILITIES ARE EXPRESSLY AGREED IN WRITING BY PANASONIC USA. TO THE EXTENT THAT LAW PROHIBITS A DISCLAIMER OF ANY SUCH WARRANTIES, PANASONIC USA HEREBY LIMITS THE DURATION AND REMEDIES OF SUCH WARRANTIES TO THE DURATION OF THIS EXPRESS WARRANTY. PANASONIC USA SHALL NOT BE RESPONSIBLE OR LIABLE IN ANY WAY FOR DAMAGE OR INJURY TO PERSONS OR PROPERTY, OR FOR OTHER LOSS OR INJURY RESULTING FROM ANY CAUSE WHATSOVER ARISING OUT OF OR RELATED TO THE PRODUCT, INCLUDING, WITHOUT LIMITATION, ANY DEFECTS IN THE PRODUCT, OR FROM USE OR INSTALLATION. IN NO EVENT SHALL PANASONIC USA BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, LOSS OF USE, LOSS OF PROFITS, LOSS OF PRODUCTION, OR LOSS OF REVENUES FOR ANY REASON WHATSOEVER, INCLUDING, WITHOUT LIMITATION, LOST GOODWILL, WORK STOPPAGE, PRODUCT(S) FAILURE, IMPAIRMENT OF OTHER GOODS, INJURY TO PERSONS OR PROPERTY ARISING OUT OF OR RELATED TO THE PRODUCT(S). PANASONIC USA’S TOTAL LIABILITY, IF ANY, IN DAMAGES OR OTHERWISE, SHALL NOT EXCEED THE INVOICE VALUE PAID BY THE ORIGINAL OWNER FOR THE PRODUCT FURNISHED WHICH IS THE SUBJECT OF CLAIM OR DISPUTE.

  • Disclaimer of Warranty; Limitation of Liability YOU AGREE THAT YOUR ACCESS TO AND USE OF THE SERVICE AND A CSC ARE AT YOUR OWN RISK. NEITHER REGISTRY, CTIA, NOR EACH OF THEIR RESPECTIVE PARENTS, SUBSIDIARIES, SHAREHOLDERS, MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, SUBCONTRACTORS OR AGENTS WARRANT THAT THE SERVICE OR A CSC WILL BE UNINTERRUPTED OR ERROR-FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE OR A CSC OR AS TO THE ACCURACY, RELIABILITY, OR CONTENT WITHIN THE SERVICE. THE SERVICE IS PROVIDED ON AN "AS IS, "AS AVAILABLE" BASIS WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. TESTING AND APPROVAL OF A CSC APPLICATION DOES NOT ENSURE THAT IT WILL RUN WITHOUT ERROR OR THAT IT WILL NOT OTHERWISE CAUSE HARM TO YOU, YOUR CUSTOMERS OR END USERS OR PARTICIPATING CARRIERS. IN NO EVENT WILL REGISTRY, CTIA, NOR EACH OF THEIR RESPECTIVE PARENTS, SUBSIDIARIES, SHAREHOLDERS, MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, SUBCONTRACTORS AND AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES (EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT YOUR USE OF OR INABILITY TO ACCESS OR USE THE SERVICE OR A CSC, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR ANTICIPATED PROFITS, LOSS OF GOODWILL, LOST BUSINESS, LOST DATA, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER DAMAGES OR LOSSES THAT RESULT FROM MISTAKES, INACCURATELY ENTERED DATA, UNAUTHORIZED USE, OMISSIONS, INTERRUPTIONS, ERRORS, DEFECTS, DELAYS IN OPERATION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT LIMITED TO ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO INSTITUTIONS RECORDS, PROGRAMS OR SERVICES. YOU AGREE THAT THE FOREGOING LIMITATIONS OF LIABILITY REPRESENTS A REASONABLE ALLOCATION OF RISK. IN NO EVENT, SHALL REGISTRY, CTIA, AND EACH OF THEIR RESPECTIVE PARENTS, SUBSIDIARIES, SHAREHOLDERS, MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, SUBCONTRACTORS AND AGENTS BE LIABLE TO YOU FOR ANY AMOUNT EXCEEDING THE AMOUNT OF FEES PAID BY YOU FOR A CSC REGISTRATION. THIS PROVISION SHALL SURVIVE TERMINATION OR EXPIRATION OF THIS AGREEMENT.

  • LIMITATION OF CONTRACTOR’S LIABILITY Except as specified in any separate writing between the Contractor and an END USER, Contractor’s total liability under this Agreement, whether for breach of contract, warranty, negligence, strict liability, in tort or otherwise, but excluding its obligation to indemnify H-GAC, is limited to the price of the particular products/services sold hereunder, and Contractor agrees either to refund the purchase price or to repair or replace product(s) that are not as warranted. In no event will Contractor be liable for any loss of use, loss of time, inconvenience, commercial loss, loss of profits or savings or other incidental, special or consequential damages to the full extent such use may be disclaimed by law. Contractor understands and agrees that it shall be liable to repay and shall repay upon demand to END USER any amounts determined by H-GAC, its independent auditors, or any agency of State or Federal government to have been paid in violation of the terms of this Agreement.

  • 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.

  • 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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