LIMITATION ON QUANTUM AND GENERAL Sample Clauses

LIMITATION ON QUANTUM AND GENERAL. (A) Neither the Purchaser nor any Designated Purchaser shall be entitled in any event to damages or other payment in respect of any claim or claims under any of the Warranties in respect of any individual claim (or, in the case of claims under Warranties 24(A) to (H), one or more claims arising from the same factual circumstances which in aggregate are): (i) for less than E100,000; or (ii) unless and until the aggregate amount of all individual claims (taking no account of any claims for less than E100,000) exceeds 1.5 per cent. of the Debt Free Price, in which event the Sellers shall be liable for the whole amount of such claims and not merely the excess. (B) The total aggregate liability of the Sellers and the Business Sellers and the Share Seller under the Warranties, the Tax Covenant and any warranties implied by law to the extent not effectively excluded by this Agreement shall not in any event exceed two-thirds of the Final Cash Consideration. (C) Neither the Purchaser nor any Designated Purchaser shall be entitled to claim for any consequential loss (including loss of profit) or punitive damages in respect of a breach of the Warranties. (D) The provisions of this Schedule shall operate to limit the liability of the Sellers and the Share Seller under the Tax Covenant in so far as any provision in this Schedule is expressed to be applicable thereto and the provisions of the Tax Covenant shall further operate to limit the liability of the Sellers and the Share Seller in respect of any claim thereunder. (E) Each provision of this Schedule shall be read and construed without prejudice to each of the other provisions of this Schedule.
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LIMITATION ON QUANTUM AND GENERAL. 1.1 No Seller shall be liable under any of the Warranties in respect of any individual claim (or series of related claims with respect to related facts or circumstances) where the liability agreed or determined in respect of any such claim does not exceed €10,000,000, but once the amount of any such claim against that Seller has exceeded such sum (subject always to sub-paragraph 1.3) that Seller shall be liable under the Warranties in respect of the full amount of such claim and not only the amount by which such sum is exceeded. 1.2 No Seller shall be liable under any of the Tax Covenant in respect of any individual claim (or series of related claims with respect to related facts or circumstances) where the liability agreed or determined in respect of any such claim does not exceed €2,000,000, but once the amount of any such claim against that Seller has exceeded such sum, that Seller shall be liable under the Tax Covenant in respect of the full amount of such claim and not only the amount by which such sum is exceeded. 1.3 No Seller shall be liable in respect of any claim or claims under any of the Warranties unless and until the aggregate amount of all such claims (disregarding any claims excluded by paragraph 1.1 above) against that Seller exceeds €100,000,000, but once the aggregate amount of all such claims against that Seller has exceeded such sum, that Seller shall be liable under the Warranties in respect of the full amount of all such claims and not only the amount by which such sum is exceeded. 1.4 The aggregate liability of: (A) Vodafone, in respect of any claims under any of the Warranties, shall not exceed an amount equal to €750,000,000; and (B) Liberty Global, in respect of any claims under any of the Warranties, shall not exceed an amount equal to €750,000,000. 1.5 A Seller shall only be liable in respect of any claim if and to the extent that such claim is admitted by that Seller or finally determined by arbitration. 1.6 No Seller shall be liable in respect of any claim or claims under any of the Warranties to the extent of the net present value of any Tax benefit arising to the Purchaser or the respective Target Group of the relevant Seller which is attributable to the matter giving rise to the claim. The timing and amount of the Tax benefit shall be determined by an independent firm of chartered accountants of international standing as the Sellers may agree or, failing agreement within five days, as appointed by the Chairman of the Nethe...
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LIMITATION ON QUANTUM AND GENERAL. 1.1 The Vendors’ liability under the Warranties is several and not joint. The total aggregate liability of each Vendor in Vendors Group for any liability under this Agreement in respect of the Warranties and claims in respect of Tax shall be equal to its proportionate share (equal to the number of shares sold by it in relation to the total number of shares sold) of the amount of US$ 1,500,000. 1.2 The Vendors shall not be liable for damages unless the aggregated amount of all claims exceeds US$75,000, in which case only the excess shall be recoverable. Furthermore, the Purchaser shall not be entitled to compensation for any individual claim which is less than US$10,000 and such amount shall not be taken into account when establishing the above threshold of US$75,000. 1.3 The Vendors shall only be liable for damages, whether in respect of a Claim or a Claim in respect of Tax, arising out of or caused by matters existing on or before the Completion Date and relating to the period prior to the Completion Date. 1.4 The Vendors shall not be liable for any claim which arises out of any consequential, indirect, special or incidental damage or loss of profit, revenue or goodwill.
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LIMITATION ON QUANTUM AND GENERAL. (A) Neither the Purchaser nor Croda Adesivos do Brasil shall be entitled in any event to damages or other payment in respect of any claim or claims under any of the Warranties (except for the Environmental Warranties): (i) in respect of any individual claim (or series of related claims with respect to the same facts or circumstances) for less than an amount which is equal to (pound)200,000; or (ii) unless and until the aggregate amount of all such claims (taking no account of those referred to in (i) above) exceeds an amount which is equal to 3 1/2 percent. of the aggregate of the total consideration set out in sub-clause 3.1 of this Agreement and the total consideration set out in sub-clause 3.5 of this Agreement, in which event Croda International's liability shall be limited to the amount by which the Deductible is exceeded. For the purposes of this sub-paragraph, the "Deductible" means an amount equal to 1 1/2 percent. of the aggregate of the total consideration specified in sub-clause 3.1 of this Agreement and the total consideration set out in sub-clause 3.7 of this Agreement as reduced by any payment made by Croda International to the Purchaser under sub-clause 9.3(i) or under sub-clause 10.3(i) or, as the case may be, as increased by any payment made by the Purchaser to Croda International under sub-clause 9.3(ii) or sub-clause 10.3(ii) of this Agreement.
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LIMITATION ON QUANTUM AND GENERAL. 44 2. TIME LIMITS FOR BRINGING CLAIMS...............................................................44 3.
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LIMITATION ON QUANTUM AND GENERAL. 1.1 The total aggregate liability of the Vendor for any liability under this Agreement in respect of the Warranties and/or claims in respect of Tax shall be equal to the amount of US$57,343.00, representing 25% of the Total Consideration. 1.2 The Vendor shall only be liable for damages, whether in respect of a Claim arising out of or caused by matters existing on or before the Completion Date and relating to the period prior to the Completion Date. 1.3 Each provision of this Schedule shall be read and construed without prejudice to each of the other provisions of this Schedule.
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Related to LIMITATION ON QUANTUM AND GENERAL

  • Limitation on Use COLLEGE and SCHOOL DISTRICT shall use each student education record that he or she may receive pursuant to this CCAP Agreement solely for a purpose(s) consistent with his or her authority to access that information pursuant to Federal and State law, as may be as applicable. (34 C.F.R. § 99.31, 34 C.F.R. § 99.34, and Education Code § 49076.)

  • Limitation on Out of-State Litigation - Texas Business and Commerce Code § 272 This is a requirement of the TIPS Contract and is non-negotiable. Texas Business and Commerce Code § 272 prohibits a construction contract, or an agreement collateral to or affecting the construction contract, from containing a provision making the contract or agreement, or any conflict arising under the contract or agreement, subject to another state’s law, litigation in the courts of another state, or arbitration in another state. If included in Texas construction contracts, such provisions are voidable by a party obligated by the contract or agreement to perform the work. By submission of this proposal, Vendor acknowledges this law and if Vendor enters into a construction contract with a Texas TIPS Member under this procurement, Vendor certifies compliance.

  • Limitation on Sales Each holder of this Warrant acknowledges that this Warrant and the Warrant Shares, as of the date of original issuance of this Warrant, have not been registered under the Securities Act of 1933, as amended ("Act"), and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant or any Warrant Shares issued upon its exercise in the absence of (a) an effective registration statement under the Act as to this Warrant or such Warrant Shares or (b) an opinion of counsel, satisfactory to the Company, that such registration and qualification are not required. The Warrant Shares issued upon exercise thereof shall be imprinted with a legend in substantially the following form: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED, ASSIGNED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS OR IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS."

  • Limitation on Rights (a) This Agreement shall not be deemed to create a contract of employment between the Company and the Executive and shall create no right in the Executive to continue in the Company’s employment for any specific period of time, or to create any other rights in the Executive or obligations on the part of the Company, except as set forth herein. This Agreement shall not restrict the right of the Company to terminate the Executive, or restrict the right of the Executive to terminate employment. (b) Subject to the exception for cash severance payments under the Company’s documented severance policy referenced in Sections 3 and 4 above, this Agreement shall not be construed to exclude the Executive from participation in any other compensation or benefit programs in which the Executive is specifically eligible to participate either prior to or following the execution of this Agreement, or any such programs that generally are available to other executive personnel of the Company, nor shall it affect the kind and amount of other compensation to which the Executive is entitled. (c) The rights of the Executive under this Agreement shall be solely those of an unsecured general creditor of the Company.

  • Limitation on Actions 28.1 Except with respect to any indemnification obligations in Article 12, above, or as are otherwise set forth in the Contract, any arbitral proceedings in accordance with Article 23.2, above, arising out of the Contract must be commenced within three years after the cause of action has accrued. 28.2 The Parties further acknowledge and agree that, for these purposes, a cause of action shall accrue when the breach actually occurs, or, in the case of latent defects, when the injured Party knew or should have known all of the essential elements of the cause of action, or in the case of a breach of warranty, when tender of delivery is made, except that, if a warranty extends to future performance of the goods or any process or system and the discovery of the breach consequently must await the time when such goods or other process or system is ready to perform in accordance with the requirements of the Contract, the cause of action accrues when such time of future performance actually begins.

  • LIMITATION ON ACTIVITIES Notwithstanding any provision in this Agreement to the contrary, the Advisor shall not take any action that, in its sole judgment made in good faith, would (i) adversely affect the ability of the Company to qualify or continue to qualify as a REIT under the Code, (ii) subject the Company to regulation under the Investment Company Act of 1940, as amended, (iii) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company, its Shares or its other securities, (iv) require the Advisor to register as a broker-dealer with the SEC or any state, or (v) violate the Charter or Bylaws. In the event an action that would violate (i) through (v) of the preceding sentence but such action has been ordered by the Board, the Advisor shall notify the Board of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board. In such event, the Advisor shall have no liability for acting in accordance with the specific instructions of the Board so given.

  • Limitation on Leases Neither the Borrower nor any Restricted Subsidiary will create, incur, assume or suffer to exist any obligation for the payment of rent or hire of Property of any kind whatsoever (real or personal but excluding Capital Leases and leases of Hydrocarbon Interests and firm transportation contracts or arrangements), under leases or lease agreements which would cause the aggregate amount of all payments made by the Borrower and the Restricted Subsidiaries pursuant to all such leases or lease agreements, including, without limitation, any residual payments at the end of any lease, to exceed $25,000,000 in any period of twelve consecutive calendar months during the life of such leases.

  • Limitation on Warranties Client and Spirent agree that the services are provided “as is” and “as available” and that Spirent makes no warranty as to the services. Spirent disclaims all other warranties, either express or implied, including, without limitation, warranties of merchantability and fitness for a particular purpose. Spirent does not warrant the work performed by client or third-party contractors or that any systems or operation of systems will be defect or error-free.

  • Limitation on Services Except in cases of Emergency Services or Urgent Care, or as otherwise provided under this Certificate, services are available only from Participating Providers and HMO shall have no liability or obligation whatsoever on account of any service or benefit sought or received by a Member from any Physician, Hospital, Skilled Nursing Facility, home health care agency, or other person, entity, institution or organization unless prior arrangements are made by HMO.

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