Limitations on Liabilities Sample Clauses

Limitations on Liabilities. The indemnification provided for in Section 9.1 and Section 9.2 shall be subject to the following limitations: (a) Monster and the Seller shall not be liable to the Purchaser Indemnified Parties (i) for any Losses with respect to any inaccuracies in or breaches of an individual representation or warranty contained in this Agreement (or a series of related breaches of or inaccuracies in representations and warranties arising out of the same facts and circumstances) if the amount of such Losses is less than KRW 65 million (a “De Minimis Loss”), (ii) for any Losses with respect to any inaccuracies in or breaches of a representation or warranty contained in this Agreement unless and until the aggregate amount of its Losses exceeds KRW 750 million (the “Threshold Amount”), in which event the Seller or Monster shall be responsible for the full amount of such Losses, including the Threshold Amount, provided that the aggregate liability of the Seller and Monster to the Purchaser Indemnified Parties under Section 9.1(a) shall not exceed 12.5% of the Purchase Price (the “Cap”) (except that any Losses resulting from fraud or willful concealment or a breach of a Fundamental Representation of Monster or the Seller or a breach of any covenant or agreement of Monster or the Seller contained in this Agreement shall not be subject to the Cap, provided, that in no event shall Monster and the Seller be liable for any Losses in excess of the amount actually received by the Seller at the Closing). (b) Subject to Section 9.4(b), the Purchaser shall not be liable to the Seller Indemnified Parties (i) for De Minimis Losses and (ii) for any Losses with respect to any inaccuracies in or breaches of a representation or warranty contained in this Agreement unless and until the aggregate amount of its Losses exceeds the Threshold Amount, in which event the Purchaser shall be responsible for the full amount of such Losses, including the Threshold Amount, provided that the aggregate liability of the Seller or Monster to the Purchaser Indemnified Parties under Section 9.2(a) shall not exceed the Cap (except that any Losses resulting from fraud or willful concealment or a breach of a Fundamental Representation of the Purchaser or a breach of any covenant or agreement of the Purchaser contained in this Agreement shall not be subject to the Cap). (c) Neither the Monster and the Seller on the one hand, or the Purchaser on the other hand shall have any obligations under or liabilities in resp...

Limitations on Liabilities. In no event shall any party or any of such party’s affiliates be entitled to seek the remedy of specific performance of this Agreement other than as set forth in Section 9.07. For the avoidance of doubt, while the Company or Parent may pursue both a grant of specific performance as permitted by Section 9.07 and the payment of the Parent Termination Fee pursuant to Section 8.03(c) or the Company Termination Fee pursuant to Section 8.03(b), as applicable, and any amounts pursuant to Section 8.03(d) (if any), under no circumstances shall the Company or Parent be permitted or entitled to receive both such grant of specific performance and the payment of the Parent Termination Fee, in the case of the Company, or the Company Termination Fee, in the case of Parent. If Parent pays the Parent Termination Fee pursuant to Section 8.03(c), then such payment shall be the sole and exclusive remedy of the Company, its Subsidiaries, its shareholders and holders of ADSs (collectively, the “Company Related Parties”) against Parent and Merger Sub and any of their respective former, current or future officers, directors, partners, stockholders, managers, members, affiliates or successors (collectively, the “Parent Related Parties”) and none of the Parent Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or the Transactions, including the failure of the Merger to be consummated or for a breach or failure to perform hereunder (whether intentionally, unintentionally, knowingly, willfully or otherwise) or otherwise. If the Company pays the Company Termination Fee pursuant to Section 8.03(b), then such payment shall be the sole and exclusive remedy of the Parent Related Parties against the Company Related Parties and none of the Company Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or the Transactions, including the failure of the Merger to be consummated or for a breach or failure to perform hereunder (whether intentionally, unintentionally, knowingly, willfully or otherwise) or otherwise.

Limitations on Liabilities. (a) In no event shall any party or any of such party’s affiliates be entitled to seek the remedy of specific performance of this Agreement other than as set forth in Section 9.07. For the avoidance of doubt, while the Company or Parent may pursue both a grant of specific performance as permitted by Section 9.07 and the payment of the Parent Termination Fee pursuant to Section 8.03(c) and the guarantee of such obligations pursuant to the Limited Guarantees (subject to their terms, conditions and limitations) or the Company Termination Fee pursuant to Section 8.03(a), as applicable, any amounts pursuant to Section 8.03(d) (if any), under no circumstances shall the Company or Parent be permitted or entitled to receive both such grant of specific performance and the payment of the Parent Termination Fee, in the case of the Company, or the Company Termination Fee, in the case of Parent. If Parent pays the Parent Termination Fee pursuant to Section 8.03(c), then such payment shall be the sole and exclusive remedy of the Company, its Subsidiaries, its direct and indirect holders of any equity, partnership or limited liability company interest, controlling persons, directors, officers, employees, agents, attorneys, affiliates, members, managers, partners, assignees or successors (collectively, the “Company Related Parties”) against (i) Holdco, Parent, Merger Sub and the Guarantors, (ii) any of their respective former, current or future holders of any equity, partnership or limited liability company interest in, controlling persons, directors, officers, employees, agents, attorneys, affiliates, members, managers, partners, shareholder assignees or successors, (iii) any lender or prospective lender, lead arranger, arranger, agent or representative of or to Holdco, Parent or Merger Sub, or (iv) any holders or future holders of any equity, share, partnership or limited liability company interest, controlling persons, directors, officers, employees, agents, attorneys, affiliates, members, managers, partners, stockholders, assignees or successors of any of the foregoing (all persons described in (i) to (iv), collectively, the “Parent Related Parties”) and none of the Parent Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or the Transactions, including the failure of the Merger to be consummated or for a breach or failure to perform hereunder (whether intentionally, unintentionally, knowingly, willfully or other...

Limitations on Liabilities. Survival 29 Section 6.2 Limitations on Liability of the Seller 30 Section 6.3 Time Limits 31 Section 6.4 Indemnification Procedures, Net Losses and Subrogation 31

Limitations on Liabilities. JAXA and the Research Organization each agree to waive any claim against the other with respect to any injury or death of its employees or the employees of its related entities, or with respect to damage of any kind, or any loss of its own property or property of its related entities arising out of activities under this agreement (hereinafter referred to as “Damages”), excepting such Damages which arise through willful misconduct and gross negligence and excepting intellectual property rights.

Limitations on Liabilities. 3.1 The liability of Company for damages is limited to liability arising solely and directly from mistakes, omissions, interruptions, delays, errors, or defects in transmission occurring in the course of furnishing Service that are not caused in whole or in part by acts or omissions of any other person, and shall in no event exceed an amount equal to the charges Company would assess Customer during the period during which mistakes, omissions, interruptions, delays, errors, or defects in transmission occurred. 3.2 Company shall not be liable for unlawful use, or use by any unauthorized person, of its Service, or for any claim arising out of a breach in the privacy or security of communications transmitted by Company. 3.3 Company shall not be liable for any failure of performance due to causes beyond its reasonable control, including but not limited to acts of God, fires, meteorological phenomena, floods, or other catastrophes, national emergencies, insurrections, riots or wars, strikes, lockouts, work stoppages or other labor difficulties, and any law, order, regulation, or other action of any governing authority or agency thereof. With respect to the Services, Company hereby expressly disclaims all warranties, expressed or implied, not stated in this Agreement, and in particular disclaims all warranties of merchantability and fitness for a particular purpose. 3.4 Company shall not be liable for any act or omission of other carriers or persons, including carriers or persons whose facilities may be utilized in establishing connections to Company's facilities. Customer shall indemnify and save harmless Company from any third party claims asserting such liability. 3.5 Company shall not be liable for any damages Customer may incur as a result of the unauthorized use the Services provided under this Agreement. Customer is responsible for controlling access to, and the use of, the Services provided by Company.

Limitations on Liabilities. Notwithstanding anything to the contrary in this Agreement, except for the breach of Articles 2.1, 2.2, 2.3(a), 2.3(b), 2.3(c) and 9, in no event shall one Party be liable to the other Party for any incidental, indirect, exemplary, special or consequential damages whatsoever (including, but not limited to, lost profits, loss of goodwill, or interruption of business) that may be suffered or incurred by such other Party. For the sake of clarity, lost profits do not encompass payments accrued or payable by one Party to the other.

Limitations on Liabilities. The liability of the -------------------------- Partnership, Operator, the other Partners and their respective successors and assigns to Purchaser for any loss, damage or injury of any nature or kind resulting from the breach of the Partnership's covenants herein shall not, except as expressly provided herein, include any amounts in respect of indirect or consequential damages or commercial loss, damage or injury, such as loss of profits or production. The liability of Purchaser to the Partnership, Operator, the other Partners and their respective successors and assigns for any loss, damage or injury of any nature or kind resulting from the breach of Purchaser's covenants herein shall not, except as expressly provided herein, include any amounts in respect of indirect or consequential damages or commercial loss, damage or injury, such as loss of profits or production.

Limitations on Liabilities. Neither the Agents nor any of their respective directors, officers, employees or agents shall be liable as such for any action taken or omitted by any of them except for its or his own gross negligence or wilful misconduct, or be responsible for any statement, warranty or representation herein or the contents of any document delivered in connection herewith, or be required to ascertain or to make any inquiry concerning the performance or observance by the Borrower or any other Credit Party of any of the terms, conditions, covenants or agreements contained in any Credit Document. The Agents shall not be responsible to the Lenders or the holders of the Notes for the due execution, genuineness, validity, enforceability or effectiveness of this Agreement, the Notes or any other Credit Documents, instruments or agreements. The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes hereof until it shall have received from the payee of such Note notice, given as provided herein, of the transfer thereof in compliance with Section 9.