Limitations on Leakage Claims 9 Sample Clauses

Limitations on Leakage Claims 9. 3.1 Save in the case of fraud and fraudulent misrepresentation, the aggregate liability of each Seller in respect of any Leakage Claim shall not exceed an amount equal to such Leakage. 9.3.2 No Seller shall be liable for any Leakage Claim unless a notice of the Leakage is given by the Purchaser to the relevant Sellers' Representative within nine months following Closing. Such notice shall specify in reasonable detail (in each case to the extent available to the Purchaser) the legal and factual basis of the Leakage Claim and evidence on which the Purchaser relies and the Purchaser's estimate of the amount of Leakage which is the subject of the Leakage Claim and which Seller(s) have received the benefit of the Leakage in question. 9.3.3 Any Leakage Claim shall (if it has not been previously satisfied, settled or withdrawn) be deemed to have been withdrawn six months after the notice is given pursuant to clause 9.3 unless legal proceedings in respect of it have been commenced by being both issued and served. No new Leakage Claim may be made in respect of the facts, matters, events or circumstances giving rise to any such withdrawn Leakage Claim. 10. TRANSACTION BONUSES [***] 11. WARRANTIES 11.1 The Sellers' warranties and undertakings 11.1.1 Each Seller severally warrants to the Purchaser that each of the Fundamental Warranties (and, in the case of Fundamental Warranties relating to Sale Shares, in respect of their Sale Shares only) is true and accurate in all respects as at the date of this Agreement and, by reference to the matters, facts, events or circumstances then subsisting, immediately prior to Closing as if any reference to "the date of this Agreement" in such Fundamental Warranties is instead a reference to "the Closing Date".
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Related to Limitations on Leakage Claims 9

  • Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

  • Severability Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

  • Miscellaneous The Vendor acknowledges and agrees that continued participation in TIPS is subject to TIPS sole discretion and that any Vendor may be removed from the participation in the Program at any time with or without cause. Nothing in the Agreement or in any other communication between TIPS and the Vendor may be construed as a guarantee that TIPS or TIPS Members will submit any orders at any time. TIPS reserves the right to request additional proposals for items or services already on Agreement at any time.

  • Indemnification In the event any Registrable Securities are included in a Registration Statement under this Agreement:

  • Definitions For purposes of this Agreement:

  • Confidentiality (a) Subject to Section 7.15(c), during the Term and for a period of three

  • Entire Agreement This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter contained in this Agreement and supersedes all prior agreements, understandings and negotiations between the parties.

  • Insurance The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including, but not limited to, directors and officers insurance coverage. Neither the Company nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.

  • Force Majeure If by reason of Force Majeure, either party hereto shall be rendered unable wholly or in part to carry out its obligations under this Agreement then such party shall give notice and full particulars of Force Majeure in writing to the other party within a reasonable time after occurrence of the event or cause relied upon, and the obligation of the party giving such notice, so far as it is affected by such Force Majeure, shall be suspended during the continuance of the inability then claimed, except as hereinafter provided, but for no longer period, and such party shall endeavor to remove or overcome such inability with all reasonable dispatch. Choice of Law The Agreement between the Vendor and TIPS/ESC Region 8 and any addenda or other additions resulting from this procurement process, however described, shall be governed by, construed and enforced in accordance with the laws of the State of Texas, regardless of any conflict of laws principles. Venue, Jurisdiction and Service of Process Any Proceeding arising out of or relating to this procurement process or any contract issued by TIPS resulting from or any contemplated transaction shall be brought in a court of competent jurisdiction in Camp County, Texas and each of the parties irrevocably submits to the exclusive jurisdiction of said court in any such proceeding, waives any objection it may now or hereafter have to venue or to convenience of forum, agrees that all claims in respect of the Proceeding shall be heard and determined only in any such court, and agrees not to bring any proceeding arising out of or relating to this procurement process or any contract resulting from or any contemplated transaction in any other court. The parties agree that either or both of them may file a copy of this paragraph with any court as written evidence of the knowing, voluntary and freely bargained for agreement between the parties irrevocably to waive any objections to venue or to convenience of forum. Process in any Proceeding referred to in the first sentence of this Section may be served on any party anywhere in the world. Venue for any dispute resolution process, other than litigation, between TIPS and the Vendor shall be located in Camp or Xxxxx County, Texas.

  • IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.

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