Common use of Limitations on Indemnities Clause in Contracts

Limitations on Indemnities. Subject to Clause 8.1.4, no Seller shall be liable under Clause 8.1.2 in respect of: (i) any Time-Limited Excluded Liability unless a notice of a claim in respect of the matter giving rise to such Liability is given by the Purchaser to that Seller within ten years of Closing, provided that this Clause 8.1.3(i) shall not apply in respect of any claim by the Purchaser which relates to: (a) a Product Liability; (b) a Governmental Liability; (c) a Clinical Trials/Data Liability; or (d) an Excluded Asset; (ii) any claim if and to the extent that the relevant Liability is included in the Closing Statement; or (iii) any individual claim (or a series of claims arising from similar or identical facts or circumstances) where the Liability (disregarding the provisions of this Clause 8.1.3(iii)) in respect of any such claim or series of claims does not exceed US$10 million, provided that, for the avoidance of doubt, where the Liability in respect of any such claim or series of claims exceeds US$10 million, the Liability of such Seller shall be for the whole amount of such claim(s) and not just the excess.

Limitations on Indemnities. Subject to Clause 8.1.4, no the Seller shall not be liable under Clause 8.1.2 in respect of: (i) any Time-Limited Excluded Liability unless a notice of a claim in respect of the matter giving rise to such Liability is given by the Purchaser to that the Seller within ten years of Closing, provided that this sub-Clause 8.1.3(i(i) shall not apply in respect of any claim by the Purchaser which relates to: (a) a Product Liability; (b) a Governmental Liability; (c) a Clinical Trials/Data Liability; (d) an IP Liability; or (de) an Excluded Asset; (ii) any claim if and to the extent that the relevant Liability is included in the Closing Statement; or (iii) any individual claim (or a series of claims arising from similar or identical facts or circumstances) where the Liability (disregarding the provisions of this Clause 8.1.3(iii))) in respect of any such claim or series of claims does not exceed US$10 million, provided that, for the avoidance of doubt, where the Liability in respect of any such claim or series of claims exceeds US$10 million, the Liability of such the Seller shall be for the whole amount of such claim(s) and not just the excess.

Limitations on Indemnities. Subject to Clause 8.1.4, no the Seller shall not be liable under Clause 8.1.2 8.1.2(i) in respect of: (i) any Time-Limited Excluded Liability unless a notice of a claim in respect of the matter giving rise to such Liability is given by the Purchaser to that the Seller within ten years of Closing, provided that this sub-Clause 8.1.3(i(i) shall not apply in respect of any claim by the Purchaser which relates to: (a) a Product Liability; (b) a Governmental Liability; (c) a Clinical Trials/Data Liability; or; (d) an Excluded Asset; (ii) any claim if and to the extent that the relevant Liability is included in the Closing Statement; or (iiie) an IP Liability; and (ii) any individual claim (or a series of claims arising from similar or identical facts or circumstances) where the Liability (disregarding the provisions of this Clause 8.1.3(iii8.1.3(ii))) in respect of any such claim or series of claims does not exceed US$10 million, provided that, for the avoidance of doubt, where the Liability in respect of any such claim or series of claims exceeds US$10 million, the Liability of such the Seller shall be for the whole amount of such claim(s) and not just the excess.

Limitations on Indemnities. Subject to Clause 8.1.4, no the Seller shall not be liable under Clause 8.1.2 8.1.2(i) in respect of: (i) any Time-Limited Excluded Liability unless a notice of a claim in respect of the matter giving rise to such Liability is given by the Purchaser to that the Seller within ten years of Closing, provided that this sub-Clause 8.1.3(i(i) shall not apply in respect of any claim by the Purchaser which relates to: (a) a Product Liability; (b) a Governmental Liability; (c) a Clinical Trials/Data Liability; or; (d) an Excluded Asset; (ii) any claim if and to the extent that the relevant Liability is included in the Closing Statement; or (iiie) an IP Liability; and (ii) any individual claim (or a series of claims arising from similar or identical facts or circumstances) where the Liability (disregarding the provisions of this Clause 8.1.3(iii8.1.3(ii)) in respect of any such claim or series of claims does not exceed US$10 million, provided that, for the avoidance of doubt, where the Liability in respect of any such claim or series of claims exceeds US$10 million, the Liability of such the Seller shall be for the whole amount of such claim(s) and not just the excess.