Limitations on Liability of Sellers Sample Clauses

Limitations on Liability of Sellers. Notwithstanding any other provision of this Agreement: (a) The Purchaser Indemnified Parties shall have the right to payment by Sellers under Section 11.2(a) (except for claims related to any breach of or any inaccuracy in any Seller Fundamental Representations or the representations and warranties in Section 4.8, none which shall be subject to any threshold) only if, and only to the extent that, the Purchaser Indemnified Parties shall have incurred as to such matters giving rise to indemnification under Section 11.2(a) indemnifiable Losses in excess of the Deductible. (b) Sellers shall have no liability under Sections 11.2(a) in excess of the Cap, except that claims related to any breach of or any inaccuracy in any representations or warranties in Section 4.8 or the Seller Fundamental Representations shall not be subject to any such limit or considered in determining whether such limit has been reached. (c) From and after each Transfer Date, the sole and exclusive liability and responsibility of Sellers to the Purchaser Indemnified Parties under or in connection with this Agreement or the transactions contemplated hereby (including for any breach of or inaccuracy in any representation or warranty or for any breach of any covenant or obligation or for any other reason), in each case relating to the Purchased Assets transferred on such Transfer Date, and the sole and exclusive remedy of the Purchaser Indemnified Parties with respect to any of the foregoing, shall be as set forth in this Article 11, except for (i) claims of fraud or (ii) as otherwise provided in this Agreement, including pursuant to Sections 3.2 and 6.30. (d) For the avoidance of doubt and without limiting Section 11.4(e), the limitations in Section 11.4(a) and 11.4(b) shall not apply with respect to any Losses arising from any matter giving rise to indemnification under Sections 11.2(b) or 11.2(c) even if such Losses may also be subject to indemnification under Section 11.2(a). (e) To the extent that any Purchaser Indemnified Party suffers any diminution in the value of one or more Purchased Loans as a result of a matter that constitutes a breach of one or more representations or warranties made by Sellers in this Agreement (none of which breached representations or warranties constitutes a Seller Fundamental Representation) (such diminution in value, a “Non-Fundamental Loan Loss”), then, notwithstanding any other provision to the contrary contained herein, such Purchaser Indemnified Party ...
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Limitations on Liability of Sellers. Notwithstanding any other provision of this Agreement: (a) Purchaser and the Purchaser Indemnified Persons shall have the right to payment by any Sellers under: (i) Section 10.2(a)(i) (other than with respect to any inaccuracy or breach of the Tax Warranty) and Section 10.2(a)(iv) only if, and only to the extent that, Purchaser and the Purchaser Indemnified Persons shall have incurred or suffered (A) as to any particular inaccuracy or breach, indemnifiable Losses in excess of One Million Dollars ($1,000,000) and (B) as to all inaccuracies and breaches, aggregate indemnifiable Losses in excess of one percent (1%) of the Allocated Purchase Price for the Acquired Companies, and then only for the amount of such excess (subject to the further limitation in clause (A) of this Section 10.4(a)(i)); provided, however, that with respect to any inaccuracy or breach of a representation or warranty set forth in Sections 4.10, 4.12, or 4.13, the limitation set forth in clause (A) of this Section 10.4(a)(i) shall not apply and in place thereof the limitations set forth in Section 10.4(a)(ii) shall apply; (ii) Section 10.2(a)(i) with respect to any inaccuracy or breach of a representation or warranty set forth in Sections 4.10, 4.12, or 4.13, only if, and only to the extent that, Purchaser and the Purchaser Indemnified Persons shall have incurred or suffered (A) as to any of the Acquired Companies identified on Schedule 1 attached to the Additional Representations Certificate, aggregate indemnifiable Losses in excess of Ten Million Dollars ($10,000,000), and then, subject to the limitation in clause (B) of Section 10.4(a)(i), for the full amount of such indemnifiable Losses, or (B) as to any of the Acquired Companies identified on Schedule 2 attached to the Additional Representations Certificate, indemnifiable Losses in excess of Twenty Five Million Dollars ($25,000,000), and then, subject to the limitation in clause (B) of Section 10.4(a)(i), for the full amount of such indemnifiable Losses; and (iii) Section 10.2(a)(v) and, with respect to the Tax Warranty only, Section 10.2(a)(i) only if, and only to the extent that, in respect of the Acquired Companies in any one country, Purchaser and the Purchaser Indemnified Persons shall have incurred or suffered Losses with respect to such Taxes or the Tax Warranty, as applicable, in excess of Five Million Dollars ($5,000,000) in respect of the Acquired Companies in any such country and then for the full amount of such indemnifia...
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Limitations on Liability of Sellers. (a) The indemnities set forth in Section 7.03 and all representations, warranties and covenants hereunder shall survive for a period of one year following the Closing Date, unless such indemnities, representations, warranties and covenants of the Sellers hereunder pertain to Tax claims, in which event they
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Limitations on Liability of Sellers. Notwithstanding any other provision of this Agreement: (a) Seller shall not be liable under Section 12.02(a) until the aggregate amount of Covered Losses under Section 12.02(a) for which notice was timely received in accordance with Section 12.01 exceeds one percent (1%) of the Purchase Price Cap (the “Aggregate Basket Amount”), at which xxxx Xxxxxx shall be liable for all such Covered Losses (including all Covered Losses included within such Aggregate Basket Amount); except that claims related to any breach of or inaccuracy in the (i) Seller Fundamental Representations or (ii) the representations and warrants set forth in Section 3.09 (Taxes), in each case, shall not be subject to any such limits. (b) Seller shall have no liability for Covered Losses arising under Section 12.02(a) in excess of twenty percent (20%) of the Purchase Price Cap, except that claims related to any breach of or inaccuracy in the Seller Fundamental Representations shall not be subject to any such limit. (c) Subject to the last sentence of Section 12.02, Seller shall have no liability under this Agreement to any Purchaser Indemnified Party for Covered Losses in respect of Loss Sharing Claims other than pursuant to Section 12.02(c). (d) Notwithstanding any provision of this Agreement to the contrary, any Covered Losses arising from fraud, intentional misrepresentation based on the representations and warranties set forth in Article III or willful and malicious breaches of this Agreement by Seller, shall not be subject to this Section 12.04 or any other limitation set forth in this Agreement.
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Limitations on Liability of Sellers. Notwithstanding anything to the contrary contained in this Agreement: (a) Except with respect to claims relating to (i) Taxes, (ii) Section 4.3(b), (iii) Section 4.13(b) and (iv) Section 8.2(a)(v), any single item or group of related items that results in MS Hub MIPA Losses of any Buyer Indemnified Party in an aggregate amount less than Ten Thousand Dollars ($10,000) shall be deemed, for all purposes of this Article VIII, not to be MS Hub MIPA Losses of such Buyer Indemnified Party recoverable against either Seller or any of its Affiliates under this Agreement; provided that, for the avoidance of doubt, in the event that any such single item or group of related items results in MS Hub MIPA Losses in an aggregate amount greater than or equal to Ten Thousand Dollars ($10,000), then the entire amount of such MS Hub MIPA Loss shall constitute a MS Hub MIPA Loss for purposes of this Article VIII; (b) no Seller shall have any liability arising out of or relating to: Section 8.2(a)(i) for MS Hub MIPA Losses (other than in respect of any claim under Section 8.2(a)(i) for any inaccuracy or breach of the representations and warranties contained in Section 4.3(b), Section 4.8 (Taxes), Section 4.9 (Environmental Matters), Section 4.13(b) and Section 4.14 (Real Property)) described in such Sections unless the aggregate amount of such MS Hub MIPA Losses exceeds One Million Three Hundred Thousand Dollars ($1,300,000) (the “Deductible”), and Sellers shall have liability for such MS Hub MIPA Losses (subject to Sections 8.4(c) and 8.4(e)) only to the extent the aggregate amount of such MS Hub MIPA Losses exceeds the Deductible. For the avoidance of doubt, BRI-Mxxxx PSA Losses shall not be aggregated with MS Hub MIPA Losses for purposes of determining whether the Deductible has been reached; (c) in no event shall Sellers’ aggregate liability for MS Hub MIPA Losses described in Section 8.2(a)(i) (other than in respect of any claim under Section 8.2(a)(i) for any inaccuracy or breach of the representations and warranties contained Sections 3.1, 3.2 and 4.1 (Organization and Authority), Sections 3.7 and 4.3 (Capitalization and Ownership), Section 4.4(i) (with respect to the FERC Certificate only), Section 4.8 (Taxes), Section 4.9 (Environmental Matters), Section 4.13(b) and Section 4.14 (Real Property)) exceed an amount equal to (i) Nineteen Million Five Hundred Thousand Dollars ($19,500,000), minus (ii) the aggregate amount of MS Hub MIPA Losses paid by Sellers under Section 8...
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Limitations on Liability of Sellers. Notwithstanding the foregoing provisions of Section 8.1 and except as otherwise provided below: (a) If the Buyer shall fail to disclose to the Sellers its knowledge of an anticipated claim for indemnification hereunder which is required to be disclosed prior to the Closing under Section 7.7, the Buyer shall not have any right to indemnification under Section 8.1 in respect of such claim. (b)The Sellers shall not have any liability under Section 8.1 in respect of any individual claim (or group of related claims) in an amount less than $50,000. For purposes of this paragraph, claims will be deemed to be part of a "group of related claims" if all of the claims arise out of a single underlying set of circumstances.
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Limitations on Liability of Sellers. The aggregate cumulative damages to which the Seller Group shall be liable shall be limited as follows: (i) with respect to Indemnifiable Claims arising under Section 7.2(a)(ii) or 7.2(a)(iii) and relating to Sections 4.7, 4.11, 4.13, 4.14, 4.18, 4.19, 4.20, 4.21, 4.22, 4.23, 4.25, and 4.26, the aggregate cumulative damages of the Seller Group shall not exceed twenty five million Dollars (U.S.$25,000,000); (ii) with respect to Indemnifiable Claims arising under Section 7.2(a)(ii) or 7.2(a)(iii) and relating to Sections 4.5, 4.6, 4.9 and 4.15, the aggregate cumulative damages of the Seller Group shall not exceed twenty five million Dollars (U.S.$25,000,000); (iii) with respect to Indemnifiable Claims arising under Section 7.2(a)(ii), or 7.2(a)(iii) and relating to Sections 4.1, 4.2, 4.4, 4.8, 4.12, 4.16, and 4.17, the aggregate cumulative damages of the Seller Group shall not exceed one hundred percent (100%) of the Adjusted Purchase Price; (iv) with respect to Indemnifiable Claims arising under Section 7.2(a)(ii) and Section 7.2(a)(iii) and relating to Section 4.3 and Section 4.10, the aggregate cumulative damages of the Seller Group shall not exceed one hundred and ten percent (110%) of the Adjusted Purchase Price; (v) with respect to any Indemnifiable Claims arising under Section 7.2(a)(i), the aggregate cumulative damages of the Seller Group shall not exceed one hundred percent (100%) of the Adjusted Purchase Price; and (vi) except for (A) any Indemnifiable Claims arising under Sections 7.2(a)(iv) or (v), which shall not be subject to any limitation, and (B) any Indemnifiable Claims described in Section 7.2(b)(iv) above, which shall be subject to the limitation described therein, in no event shall the aggregate cumulative damages of the Seller Group under this Article 7 exceed (1) with respect to any Indemnifiable Claims for which a claim (including a contingent claim) is asserted within the first six (6) month period commencing on the Closing Date, one hundred and ten percent (110%) of the Adjusted Purchase Price, and (2) with respect to any Indemnifiable Claims for which a claim (including a contingent claim) is asserted after the first six (6) month period commencing on the Closing Date, one hundred percent (100%) of the Adjusted Purchase Price.
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Related to Limitations on Liability of Sellers

  • Limitations on Liability The Owner Trustee will not be liable under the Transaction Documents, including for the following actions, except (a) for its own willful misconduct, bad faith or negligence (except for errors in judgment) or (b) if a representation or warranty in Section 6.6 is not true and correct as of the Closing Date: (i) the Owner Trustee will not be liable for any action taken or not taken by it (A) according to the instructions of the Noteholders of a majority of the Note Balance of the Controlling Class, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator or the Servicer or (B) in good faith which it believes to be authorized or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to negligence; (ii) the Owner Trustee will not be liable for indebtedness evidenced by or created under the Transaction Documents, including the principal of and interest on the Notes or amounts distributable to the holder of the Residual Interest; (iii) the Owner Trustee will not be liable for (A) the validity or sufficiency of this Agreement, (B) the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of a Receivable, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle or the maintenance of any perfection and priority, (G) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest under this Agreement or (H) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee in Section 6.6); (iv) the Owner Trustee will not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or for any action taken by the Indenture Trustee, the Administrator or the Servicer in the name of the Owner Trustee; (v) the Owner Trustee will not be responsible or liable for special, punitive, indirect or consequential damages (including lost profit), even if the Owner Trustee has been advised of the likelihood of the loss or damage and regardless of the form of action; or (vi) the Owner Trustee will not be responsible or liable for a failure or delay in the performance of its obligations under this Agreement from or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; the Owner Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

  • Limitation on Liability of Manager Unless arising as a result of their gross negligence, the Manager and the Institution shall not be liable to the Resident for any loss or damage, however caused to the Resident, the property of the Resident or to the property of the Resident’s guest(s) while in the Residence or on the lands on which the Residence is situated. Without limiting the generality of the foregoing, such property includes and is not limited to, personal property of the Resident (including their vehicle(s) and their contents) and damage includes and is not limited to; damage caused by the failure of the plumbing or heating system or any other building system, defects in the structure of the Building, water or snow penetration, exterior weather conditions, damage arising from any cause beyond the control of the Manager or Institution, and any damage or injury arising from the activities of employees, contractors or agents of the Manager and the Institution. The Resident agrees that by executing the Agreement and residing in the Residence, they are acknowledging that they understand and freely assume the risks associated with communal living, including but not limited to risks of potential exposure to physical, mental or emotional harm or injury, communicable diseases and other contagious viruses. Accordingly, the Resident on their own behalf and on behalf of their successors, beneficiaries and next of kin hereby waives their right to demand or make any claim against (and indemnifies, releases and covenants and agrees to hold harmless each of) the Manager, the Institution, their agents, contractors, officers, directors, governors, management, successors, assigns, students and employees from or in relation to any and all damages, physical or other harm, death, liability, claims, expenses or loss due to any cause whatsoever, including negligence, breach of contract, or breach of any statutory or other duty of care (collectively, “Claims”) arising under or related to this Student Residence Agreement and the provision of services or accommodation, including but not limited to exposure to communicable diseases and contagious viruses. The Resident further agrees to take all reasonable precautions and follow recommendations by public health authorities to mitigate the spread of communicable diseases while living in the Residence community. Failure to follow the Student Residence Agreement and measures related to said communicable diseases (including but not limited to Covid-19), or failure to follow directions from staff regarding communicable disease related rules or measures may result in standards action up to and including eviction from residence.

  • Limitation on Liability of Servicer The Servicer shall not be under any liability to the Issuer, the Noteholders, the Administrator, the Eligible Lender Trustee or the Indenture Trustee except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement, for errors in judgment, for any incorrect or incomplete information provided by schools, borrowers, Guarantors and the Department, for the failure of any party to this Servicing Agreement or any other Basic Document to comply with its respective obligations hereunder or under any other Basic Document or for any losses attributable to the insolvency of any Guarantor; provided, however, that this provision shall not protect the Servicer against its obligation to purchase Student Loans from the Trust pursuant to Section 3.5 hereof or to pay to the Trust amounts required pursuant to Section 3.5 hereof or against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any person respecting any matters arising under this Agreement. Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action where it is not named as a party; provided, however, that the Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement and the other Basic Documents and the interests of the Noteholders. To the extent that the Servicer is required to appear in or is made a defendant in any legal action or other proceeding relating to the servicing of the Trust Student Loans, the Issuer shall indemnify and hold the Servicer harmless from all cost, liability or expense of the Servicer not arising out of or relating to the failure of the Servicer to comply with the terms of this Agreement.

  • Contribution; Limitations on Liability; Non-Exclusive Remedy If the indemnification provided for in this Section 5 is unavailable or insufficient to hold harmless an indemnified party under subsection (a) or (b) above, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities referred to in subsection (a) or (b) above, (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Agent on the other from the offering of the Shares, or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and the Agent on the other in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Agent on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company bear to the total commissions received by the Agent (before deducting expenses) from the sale of the Shares. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or the Agent, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The Company and the Agent agree that it would not be just and equitable if contributions pursuant to this subsection (d) were to be determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in this subsection (d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities referred to in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending against any action or claim which is the subject of this subsection (d). Notwithstanding the provisions of this subsection (d), the Agent shall not be required to contribute any amount in excess of the commissions received by it under this Agreement. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

  • Limitation on Liability of Limited Partners No Limited Partner shall be liable for any debts, liabilities, contracts or obligations of the Partnership. A Limited Partner shall be liable to the Partnership only to make payments of its Capital Contribution, if any, as and when due hereunder. After its Capital Contribution is fully paid, no Limited Partner shall, except as otherwise required by the Act, be required to make any further Capital Contributions or other payments or lend any funds to the Partnership.

  • Limitations on Indemnification Obligations The rights of the Indemnified Parties to indemnification pursuant to the provisions of Section 7.2(a) and Section 7.2(b) are subject to the following provisions: (a) None of the Indemnified Parties shall be entitled to recover for any particular Loss pursuant to Section 7.2(a)(i) or Section 7.2(b)(i) (except in the case of Fraud) unless such Loss equals or exceeds $10,000 (and no such Loss less than $10,000 shall be applied against the Deductible). (b) The Indemnified Parties shall not be entitled to recover Losses pursuant to Section 7.2(a)(i) or Section 7.2(b)(i) (except in the case of Fraud) until the total amount which the Indemnified Parties would recover under Section 7.2(a)(i) or Section 7.2(b)(i), as applicable, in the aggregate (as limited by the other provisions hereof), but for this Section 7.4(b), exceeds $1,192,500 (the “Deductible”), in which case the applicable Indemnified Parties shall only be entitled to recover Losses in excess of such amount, subject to the other limitations herein. (c) Except, in each case, in the case of Fraud, (i) the maximum liability of Seller to the Purchaser Indemnitees with respect to any Losses of the Purchaser Indemnitees indemnifiable pursuant to Section 7.2(a)(i) shall not exceed $1,192,500 and (ii) the maximum liability of Seller or Purchaser, as applicable, for indemnifiable Losses pursuant to this Article VII shall not exceed the Aggregate Purchase Price. (d) The amount of any and all Losses indemnifiable hereunder shall be determined net of any amounts actually recovered by the Indemnified Parties under insurance policies (excluding, in the case of the Purchaser Indemnitees, the Representation and Warranty Insurance Policy) or other collateral sources (such as contractual indemnities of any Person which are contained outside of this Agreement) with respect to such Losses (which amounts actually recovered by the Indemnified Parties shall be calculated, in each case, net of any reasonable out-of-pocket costs and any Taxes incurred in connection with such recovery). In any case where a Purchaser Indemnitee actually recovers, under insurance policies (excluding, in the case of the Purchaser Indemnitees, the Representation and Warranty Insurance Policy) or from other collateral sources, any amount in respect of a matter for which such Indemnified Party was previously indemnified hereunder, such Indemnified Party shall promptly pay over to the Responsible Party a refund equal to the amount so recovered (after deducting therefrom the amount of the reasonable out-of-pocket costs and expenses and any Taxes incurred in connection with such recovery), if and solely to the extent that such amount of recovery would have reduced the amount to which the Indemnified Party would have been entitled pursuant to the first sentence of this Section 7.4(d), but not in excess of the aggregate amount previously paid to the Indemnified Parties hereunder in respect of such matter. (e) The Purchaser Indemnitees shall use commercially reasonable efforts to recover under the Representation and Warranty Insurance Policy, to the extent available and subject to applicable retention and other coverage limitations thereunder, for any Losses for Indemnified Taxes pursuant to Section 7.2(a)(iv) or for any Losses pursuant to Section 7.2(a)(ii) prior to seeking indemnification from Seller under this Agreement; provided that nothing in this Section 7.4(e) shall limit the Purchaser Indemnitees’ rights to indemnification pursuant to Section 7.2(a)(iv) or pursuant to Section 7.2(a)(ii) to the extent that recovery is not available under the Representation and Warranty Insurance Policy for any reason with respect to all or any portion of such Losses. The amount of any and all indemnifiable Losses for Indemnified Taxes pursuant to Section 7.2(a)(iv) or for any indemnifiable Losses pursuant to Section 7.2(a)(ii) shall be determined net of any amounts actually recovered by the Indemnified Parties under the Representation and Warranty Insurance Policy with respect to such Losses (which amounts actually recovered by the Indemnified Parties shall be calculated, in each case, net of any reasonable out-of-pocket costs and any Taxes incurred in connection with such recovery). In any case where a Purchaser Indemnitee actually recovers under the Representation and Warranty Insurance Policy any amount in respect of a matter for which such Indemnified Party was previously indemnified hereunder, such Indemnified Party shall promptly pay over to the Responsible Party a refund equal to the amount so recovered (after deducting therefrom the amount of the reasonable out-of-pocket costs and expenses and any Taxes incurred in connection with such recovery), if and solely to the extent that such amount of recovery would have reduced the amount to which the Indemnified Party would have been entitled pursuant to the first sentence of this Section 7.4(e), but not in excess of the aggregate amount previously paid to the Indemnified Parties hereunder in respect of such matter; provided that for the avoidance of doubt, Purchaser shall not be required to repay to Seller any amounts recovered under the Representation and Warranty Insurance Policy to the extent such repayment would, after taking into account the deductible and other limitations under the Representation and Warranty Insurance Policy, have the effect of reducing the amount of indemnifiable Losses actually recovered by Purchaser with respect to such claim below the amount of indemnified Losses to which Purchaser would otherwise be entitled to recover from Seller pursuant to this Article VII, but for this Section 7.4(e). Purchaser covenants and agrees that the Representation and Warranty Insurance Policy will expressly exclude any right of subrogation against the Seller Group (other than with respect to Fraud). (f) The Indemnified Parties shall be entitled to recover for a Loss only once under Article VII even if a claim or claims for indemnification in respect of such Loss has been made as a result of a breach of more than one representation, warranty, covenant or agreement contained in this Agreement. (g) The Indemnified Parties shall not be entitled to recover any Loss to the extent such Loss was included in or otherwise expressly taken into account in the determination of the Aggregate Purchase Price. (h) The rights to indemnification of the Indemnified Parties under this Article VII shall not be affected or deemed waived by reason of any investigation made by or on behalf of any party hereto (including by any of such party’s advisors or representatives) or by reason of the fact that such party or any of such advisors or representatives knew or should have known that any representation or warranty is, was or might be inaccurate. (i) For purposes of determining the breach or inaccuracy of any representation or warranty of the Company set forth in Article III or the Seller set forth in Article IV and in calculating the amount of any Losses attributable thereto, any “materiality,” “Material Adverse Effect,” or similar qualifications in such representations and warranties shall be disregarded, except that the foregoing shall not apply to (i) the use of the term “Material Contract” in any representation or warranty or (ii) any representation or warranty set forth in Section 3.4(a) or Section 3.6(a). (j) The Purchaser Indemnitees shall only be entitled to recover under this Article VII for any breach of any representations and warranties regarding Losses for Taxes with respect to taxable periods, or portions thereof, that end on or before the Closing Date, except to the extent such Losses arise from or are attributable to a breach of the representations or warranties contained in Sections 3.15(e), 3.15(k) or 3.15(l).

  • Limitation on Liabilities IF EITHER THE EXECUTIVE OR THE COMPANY IS AWARDED ANY DAMAGES AS COMPENSATION FOR ANY BREACH OR ACTION RELATED TO THIS AGREEMENT, A BREACH OF ANY COVENANT CONTAINED IN THIS AGREEMENT (WHETHER EXPRESS OR IMPLIED BY EITHER LAW OR FACT), OR ANY OTHER CAUSE OF ACTION BASED IN WHOLE OR IN PART ON ANY BREACH OF ANY PROVISION OF THIS AGREEMENT, SUCH DAMAGES SHALL BE LIMITED TO CONTRACTUAL DAMAGES AND SHALL EXCLUDE (I) PUNITIVE DAMAGES, AND (II) CONSEQUENTIAL AND/OR INCIDENTAL DAMAGES (E.G., LOST PROFITS AND OTHER INDIRECT OR SPECULATIVE DAMAGES). THE MAXIMUM AMOUNT OF DAMAGES THAT THE EXECUTIVE MAY RECOVER FOR ANY REASON SHALL BE THE AMOUNT EQUAL TO ALL AMOUNTS OWED (BUT NOT YET PAID) TO THE EXECUTIVE PURSUANT TO THIS AGREEMENT THROUGH ITS NATURAL TERM OR THROUGH ANY SEVERANCE PERIOD, PLUS INTEREST ON ANY DELAYED PAYMENT AT THE MAXIMUM RATE PER ANNUM ALLOWABLE BY APPLICABLE LAW FROM AND AFTER THE DATE(S) THAT SUCH PAYMENTS WERE DUE.

  • Limitations on Warranties Notwithstanding anything else in this Agreement: Neither party shall be liable for any indirect, special, incidental, punitive or consequential damages, including but not limited to loss of data, business interruption, or loss of profits, arising out of the use of or the inability to use the Licensed Materials. Licensor makes no representation or warranty, and expressly disclaims any liability with respect to the content of any Licensed Materials, including but not limited to errors or omissions contained therein, libel, infringement of rights of publicity, privacy, trademark rights, moral rights, or the disclosure of confidential information. Except for the express warranties stated herein, the Licensed Materials are provided on an "as is" basis, and Licensor disclaims any and all other warranties, conditions, or representations (express, implied, oral or written), relating to the Licensed Materials or any part thereof, including, without limitation, any and all implied warranties of quality, performance, merchantability or fitness for a particular purpose. Licensor makes no warranties respecting any harm that may be caused by the transmission of a computer virus, worm, time bomb, logic bomb or other such computer program. Licensor further expressly disclaims any warranty or representation to Authorized Users, or to any third party.

  • Limitation on Liability The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in paragraph (d) above. The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in paragraph (d) above shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such Indemnified Person in connection with any such action or claim. Notwithstanding the provisions of this Section 7, in no event shall an Underwriter be required to contribute any amount in excess of the amount by which the total underwriting discounts and commissions received by such Underwriter with respect to the offering of the Securities exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations to contribute pursuant to this Section 7 are several in proportion to their respective purchase obligations hereunder and not joint.

  • NON-LIABILITY OF MANAGER In the absence of willful misfeasance, bad faith or gross negligence on the part of the Manager, or reckless disregard of its obligations and duties hereunder, the Manager shall not be subject to any liability to the Fund or to any shareholder of the Fund for any act or omission in the course of, or connected with, rendering services hereunder.

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