Limitations on Claims. In addition to the limitations on indemnification set forth in Section 9(a) above, the Employer shall not be obligated pursuant to this Agreement:
(i) To indemnify or advance expenses to Executive with respect to a Proceeding initiated by Executive, except (i) for Proceedings authorized or consented to by the Board; or (ii) in the event a claim for indemnification or payment of expenses (including attorneys’ fees) made under this Agreement is not paid in full within sixty (60) days after a written claim therefor has been received by the Employer, Executive may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim, including attorneys’ fees. In any such action, the Employer shall have the burden of proving that Executive was not entitled to the requested indemnification or payment of expenses under applicable law or this Agreement.
(ii) To indemnify Executive for any expenses incurred by Executive with respect to any Proceeding instituted by Executive to enforce or interpret this Agreement, unless Executive is successful in establishing Executive’s right to indemnification in such Proceeding, in whole or in part; provided, however, that nothing in this Section 9(d)(ii) is intended to limit the Employer’s obligation with respect to the advancement of expenses to Executive in connection with any Proceeding instituted by Executive to enforce or interpret this Agreement, as provided in Section 9(c) above.
(iii) To indemnify Executive in connection with proceedings or claims involving the enforcement of the provisions of this Agreement (other than as otherwise specifically provided for in this Section 9) or any other employment, severance or compensation plan or agreement that Executive may be a party to, or beneficiary of, with the Employer or any other Company.
(iv) To indemnify Executive on account of any proceeding with respect to which final judgment is rendered against Executive for payment or an accounting of profits arising from the purchase or sale by Executive of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, any similar successor statute, or similar provisions of state statutory law or common law.
Limitations on Claims. 8.1 The aggregate liability of the Warrantor for all claims under this Agreement (other than a claim arising as a result of a breach of clause 11) shall not exceed the Purchase Price actually received by the Sellers.
8.2 The Warrantor shall not be under any liability in respect of any Claim(s) unless:
8.2.1 the amount of any Claim (or the aggregate amount of more than one Claim where such Claims arise from the same or related subject matter) exceeds £2,000 (excluding any costs or interest associated with such Claim); and
8.2.2 the aggregate cumulative liability of the Sellers in respect of any and all Claim(s) which when taken together exceeds £15,000 in which case the whole amount of such Claim(s) and not just the excess above £15,000 shall be recoverable by the Buyer. For the purposes of this clause 8.2 a Claim is connected with another Claim if the Claim arises from the same event or set of circumstances, or relate to the same subject matter.
8.3 The Warrantor shall not be liable for a Claim, Indemnity Claim or a claim under the Tax Covenant unless notice in writing of the Claim, Indemnity Claim or a claim under the Tax Covenant, summarising the nature of the Claim, Indemnity Claim or a claim under the Tax Covenant (in so far as it is known to the Buyer) and, as far as is reasonably practicable, the amount claimed, has been given by or on behalf of the Buyer to the Sellers:
8.3.1 in the case of a claim made under the Tax Warranties, on or before the seventh anniversary of Completion;
8.3.2 in the case of a claim made under the Tax Covenant, on or before the seventh anniversary of Completion;
8.3.3 in the case of an Indemnity Claim, on or before the fourth anniversary of Completion PROVIDED THAT the indemnity contained within clause 10.1.2 shall not be subject to this limitation; or
8.3.4 in any other case, on or before the date which is 30 months after Completion.
8.4 Any Claim, an Indemnity Claim or claim under the Tax Covenant (as applicable) in respect of which notice shall have been given in accordance with clause 8.3 above shall be deemed to have been irrevocably withdrawn and lapsed (not having been previously satisfied, settled or withdrawn) if proceedings in respect of such Claim, an Indemnity Claim or claim under the Tax Covenant have not been issued and served on the Sellers before the expiry of 6 (six) months after the date upon which such notice shall have been so given.
8.5 The Sellers shall not be liable for a Claim to the extent that the ...
Limitations on Claims. 8.1 The limitations set out in this Agreement (including this clause 8) shall not apply to any Relevant Claim which is the consequence of fraud, dishonesty or deliberate concealment by or on behalf of a Warrantor, a Seller or UM (as applicable) in respect of any Warranties or Fundamental Warranties (as applicable).
8.2 No Claim may be made against any Warrantor unless written notice of that Claim is served on any Warrantor giving reasonable details of the Claim by no later than the date falling eighteen (18) months from the Completion Date. Failure to give reasonable details of any Claim shall not prevent UM from proceeding with any Claim otherwise made properly under this Agreement.
8.3 A Claim will be deemed to be withdrawn (if it has not been previously satisfied, settled or withdrawn and no new Claim may be made in respect of the facts giving rise to such withdrawn Claim) unless proceedings in respect of that Claim have been issued before the date falling six (6) months after the date on which such Claim is notified in accordance with clause 8.2. For these purposes, proceedings in respect of a Claim will be deemed to have been “issued” on the date entered on the claim form issued by the court at the request of the relevant claimant.
8.4 No Fundamental Warranty Claim may be made against any Seller (including, for the avoidance of doubt, any Warrantor) or UM (as applicable) unless written notice of that Fundamental Warranty Claim is served on any Seller (including, for the avoidance of doubt, any Warrantor) or UM (as applicable) giving reasonable details of that Fundamental Warranty Claim by no later than the date falling three (3) years from the Completion Date. Failure to give reasonable details of any Fundamental Warranty Claim shall not prevent UM or any Seller (as applicable) from proceeding with any Fundamental Warranty Claim otherwise made properly under this Agreement.
8.5 A Fundamental Warranty Claim will be deemed to be withdrawn (if it has not been previously satisfied, settled or withdrawn and no new Fundamental Warranty Claim may be made in respect of the facts giving rise to such withdrawn Fundamental Warranty Claim) unless proceedings in respect of that Fundamental Warranty Claim have been issued before the date falling twelve (12) months after the date on which such Fundamental Warranty Claim is notified in accordance with clause 8.4. For these purposes, proceedings in respect of a Fundamental Warranty Claim will be deemed to have been “i...
Limitations on Claims. (a) No Party shall have any obligation to indemnify an Indemnified Party until the aggregate amount of all Losses incurred by such Party that are subject to indemnification pursuant to Section 11.01(a) or Section 11.02(a), as applicable, equals or exceeds one percent (1%) of the Final Purchase Price (the “Deductible”) in which event the Indemnifying Party shall be obligated to pay in full all such Losses (commencing with the first dollar thereof); provided, however, that the Deductible shall not apply to Losses resulting from, arising out of or relating to (w) any breach of the Fundamental Representations, (x) any breach of the representations and warranties set forth in Section 3.15 (Environmental), Section 3.26 (No Debt), or the second sentence of Section 3.03, (y) any willful breach of any representation or warranty or (z) fraud.
(b) No Party shall have any obligation to indemnify an Indemnified Party in connection with any single item or group of related items that result in Losses that are subject to indemnification pursuant to Section 11.01(a) or Section 11.02(a), as applicable, in the aggregate of less than Fifty Thousand Dollars ($50,000); provided, however, that such threshold shall not apply to Losses resulting from, arising out of or relating to (i) any breach of the Fundamental Representations, (ii) any breach of the representations and warranties set forth in Section 3.15 (Environmental) or Section 3.26 (No Debt), (iii) any willful breach of any representation or warranty, or (iv) fraud.
(c) Except as otherwise provided in Section 11.04(d), the aggregate liability of the Indemnifying Parties under this Article 11 resulting from breaches of representations or warranties herein and in any certificates delivered pursuant hereto shall be limited to an amount equal to twelve percent (12%) of the Final Purchase Price (the “Cap”); provided, however, that the Cap shall not apply to Losses resulting from, arising out of or relating to (i) any breach of the Fundamental Representations, (ii) any breach of the covenant set forth in Section 5.07 or the representation or warranty set forth in Section 3.26 (No Debt), (iii) Losses covered by Sections 11.01(b), 11.01(c) (which is subject to the Special Item Cap), 11.01(e), 11.01(f), 11.01(g), 11.01(h), 11.01(i), 11.01(j) or 11.01(k), (iv) any willful breach of any representation or warranty, or (v) fraud.
(d) Separate from the Cap established in Section 11.04(c), the aggregate liability of the Indemnifying Par...
Limitations on Claims. Any claim or controversy otherwise arbitrable hereunder shall be deemed waived, and no such claim or controversy shall be made or raised, unless a request for arbitration thereof has been given as provided below to the other party in writing not later than six (6) months after the date on which the facts giving rise to the claim or controversy first arose.
Limitations on Claims. Irrespective of the cause or form of action, the aggregate liability of a party for any claims, losses, or damages arising out of any breach of this License Agreement by such party shall in no circumstances exceed the amount of the Fee paid by the Licensee to the Licensor under this License Agreement in respect of the term of this License Agreement during which such claim, loss or damage occurred. The foregoing limitation of liability and exclusion of certain damages shall apply regardless of the success or effectiveness of other remedies.
Limitations on Claims. 7.1 The definitions and rules of interpretation in this clause apply in this agreement. Claim: a claim for breach of any of the Warranties. Substantiated Claim: a Claim in respect of which liability is admitted by the party against whom such Claim is brought, or which has been adjudicated on by a Court of competent jurisdiction and no right of appeal lies in respect of such adjudication, or the parties are debarred by passage of time or otherwise from making an appeal. A Claim is connected with another Claim or Substantiated Claim if they all arise out of the occurrence of the same event or relate to the same subject matter.
7.2 This clause limits the liability of the Sellers in relation to any Claim and any claim under the Tax Covenant.
7.3 The liability of the Sellers for all Substantiated Claims and all claims under the Tax Covenant when taken together shall not exceed £400,000.
7.4 The Sellers shall not be liable for a Claim or a claim under the Tax Covenant unless the amount of all Substantiated Claims and all claims under the Tax Covenant when taken together, exceeds £25,000 in which case the whole amount (and not just the amount by which the limit in this clause 7.4 is exceeded) is recoverable by the Buyer.
7.5 The Sellers are not liable for a Claim to the extent that the Claim:
(a) relates to matters Disclosed; or
(b) relates to any matter specifically and fully provided for in the Accounts.
7.6 The Sellers are not liable for a Claim or a claim under the Tax Covenant unless the Buyer has given the Sellers notice in writing of the Claim or the claim under the Tax Covenant, summarising the nature of the Claim or claim under the Tax Covenant as far as is known to the Buyer and the amount claimed:
(a) in the case of a claim made under the Tax Warranties or the Tax Covenant, within the period of seven years beginning with the Completion Date; and
(b) in any other case, within the period of two years beginning with the Completion Date.
7.7 Nothing in clause 7 applies to a Claim or a claim under the Tax Covenant that arises or is delayed as a result of dishonesty, fraud, wilful misconduct or wilful concealment by the Sellers, their agents or advisers.
7.8 The Sellers shall not plead the Limitation Xxx 0000 in respect of any claims made under the Tax Warranties or Tax Covenant up to seven years after the Completion Date.
Limitations on Claims. 8.1 The definitions and rules of interpretation in this clause apply in this agreement.
Limitations on Claims. To the extent permitted by law and unless prohibited by law, You agree that You must file any claim, or cause of action arising out of or related to access to and/or use of the Services or otherwise relating to this Agreement within five (5) years after the events giving rise to such request, claim, or cause of action, or You shall be forever barred from filing such request, claim or cause of action. This Agreement shall not be subject to the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
Limitations on Claims. 13.1 Any Claim against the Sellers under this Agreement shall be subject to the limitations set out and referred to in Schedule 4. The limitations set out and referred to in Schedule 4 do not apply to a breach of this Agreement resulting from fraud or wilful concealment.
