Limitations on Representations and Warranties and on Liability Sample Clauses

Limitations on Representations and Warranties and on Liability. Unless otherwise agreed, an Investor shall not be required, in connection with any underwriting agreement entered into pursuant to Section 4.6 or Section 4.7, to make any representations or warranties or provide indemnification except as they relate to such Investor’s ownership of Shares and authority to enter into the underwriting agreement and to such Investor’s intended method of distribution. The liability of an Investor in connection with such underwriting agreement shall be limited to an amount equal to the net proceeds received by such Investor from the offering.
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Limitations on Representations and Warranties and on Liability. Unless otherwise agreed by the IQ Parties, the IQ Parties shall not be required, in connection with any underwriting agreement entered into pursuant to Section 4.5 or Section 4.6, to make any representations or warranties or provide indemnification except as they relate to the IQ Parties’ ownership of Shares and authority to enter into the underwriting agreement and to the IQ Parties’ intended method of distribution. The liability of the IQ Parties in connection with such underwriting agreement shall be limited to an amount equal to the net proceeds received by the IQ Parties from the offering.
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Limitations on Representations and Warranties and on Liability. Xx Xxxxxx shall, in connection with any underwriting agreement entered into pursuant to Section 3.5 or Section 3.6, make such representations and warranties and provide such indemnity as is customarily required of a selling shareholder in a secondary offering. Notwithstanding anything to the contrary contained herein, if Xx Xxxxxx and the underwriters are unable to agree to the terms of an underwriting agreement such that Xx Xxxxxx'x Voting Shares are not included in an underwriting contemplated by Section 3.5 or Section 3.6, Endeavour shall not be in breach of its obligations under this Article 3.
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Limitations on Representations and Warranties and on Liability. Unless otherwise agreed by the A&P Parties, the A&P Parties shall not be required, in connection with any underwriting agreement entered into pursuant to Section 4.6 or Section 4.7, to make any representations or warranties or provide indemnification except as they relate to the A&P Parties' ownership of Shares and authority to enter into the underwriting agreement and to the A&P Parties' intended method of distribution. The liability of the A&P Parties in connection with such underwriting agreement shall be limited to an amount equal to the net proceeds received by the A&P Parties from the offering (after deduction of all underwriters' discounts and commissions paid by the A&P Parties in connection with the offering).
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Limitations on Representations and Warranties and on Liability. The Holder shall, in connection with any underwriting agreement entered into pursuant to Section 6.6 or Section 6.7, make such representations and warranties and provide such indemnity as is customarily required of a selling shareholder in a secondary offering. Notwithstanding anything to the contrary contained herein, if the Holder and the underwriters are unable to agree to the terms of an underwriting agreement such that the Holder’s Voting Securities are not included in an underwriting contemplated by Section 6.6 or Section 6.7, the Corporation shall not be in breach of its obligations under this Section 6.8.
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Related to Limitations on Representations and Warranties and on Liability

  • Limitations on Representations and Warranties Except for the representations and warranties specifically set forth in this Agreement, neither Purchaser nor any of its agents, Affiliates or representatives, nor any other Person, makes or shall be deemed to make any representation or warranty to Seller, express or implied, at law or in equity, with respect to the transactions contemplated hereby, and Purchaser hereby disclaims any such representation or warranty whether by Purchaser or any of its officers, directors, employees, agents or representatives or any other Person.

  • Representations and Warranties Limitation of Liability Each party hereby represents and warrants as follows: (i) it has full corporate power and authority to enter into this Agreement and to carry out the provisions hereof, (ii) it is duly authorized to execute and deliver this Agreement and to perform its obligations hereunder, (iii) this Agreement is a legal and valid obligation binding upon and enforceable according to its terms, (iv) the execution, delivery and performance of this Agreement by it does not conflict with any agreement to which it is a party or by which it may be bound, and (v) its website contemplated by this Agreement (HomeAdvisor in the case of MS, and the Company Site in the case of the Company), and the services provided pursuant thereto, shall be of a high nature, grade and quality and shall comply with all applicable laws and regulations throughout the term of this Agreement. EXCEPT AS SET FORTH ABOVE, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER INCLUDING, BUT NOT LIMITED TO, A WARRANTY OF FITNESS FOR PURPOSE OR OF MERCHANTABILITY. OTHER THAN WITH RESPECT TO AN INDEMNIFIED CLAIM UNDER THIS AGREEMENT, NEITHER PARTY WILL BE LIABLE FOR ANY SPECIAL INDIRECT, INCIDENTAL, CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO SUCH DAMAGES ARISING FROM BREACH OF CONTRACT OR WARRANTY OR FROM NEGLIGENCE OR STRICT LIABILITY), EVEN IF SUCH PARTY HAS BEEN ADVISED OF (OR KNOWS OR SHOULD KNOW OF) THE POSSIBILITY OF SUCH DAMAGES.

  • Limitation on Representations and Warranties EXCEPT AS MAY OTHERWISE BE EXPRESSLY SET FORTH IN THIS AGREEMENT, XXXXXXXXX AND DFCI MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND CONCERNING THE PATENT RIGHTS AND COMPOUNDS AND MATERIALS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, VALIDITY OF PATENT RIGHTS CLAIMS, WHETHER ISSUED OR PENDING, AND THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE. Specifically, and not to limit the foregoing, XXXXXXXXX and DFCI make no warranty or representation (i) regarding the validity or scope of the PATENT RIGHTS, and (ii) that the exploitation of the PATENT RIGHTS or any LICENSED PRODUCT or LICENSED PROCESS or LICENSED SERVICE, or methods used in making or using COMPOUNDS or MATERIALS will not infringe any patents or other intellectual property rights of XXXXXXXXX or DFCI or of a third party. The COMPOUNDS and MATERIALS are experimental in nature and will be used with prudence and appropriate caution since not all of their characteristics are known. EXCEPT FOR COMPANY’S INDEMNITY OBLIGATIONS UNDER SECTION 8.1, IN NO EVENT SHALL ANY PARTY, THEIR TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES FACULTY, STUDENTS, MEDICAL AND PROFESSIONAL STAFF, AGENTS AND AFFILIATES BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING ECONOMIC DAMAGES OR INJURY TO PROPERTY AND LOST PROFITS, REGARDLESS OF WHETHER XXXXXXXXX OR DFCI SHALL BE ADVISED, SHALL HAVE OTHER REASON TO KNOW, OR IN FACT SHALL KNOW OF THE POSSIBILITY OF THE FOREGOING.

  • Survival of Agreements, Representations and Warranties, etc All representations and warranties contained herein shall survive the execution and delivery of this Agreement.

  • Survival of Representations and Warranties and Covenants All representations and warranties made by the parties hereto, and all covenants and other agreements of the parties hereto, in this Subscription Agreement shall survive the Closing.

  • Survival of Representations and Warranties and Agreements All representations and warranties of the parties contained in this Agreement shall survive the Closing and shall not be affected by any investigation made prior to the Closing.

  • CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS 2.1. The Company represents and warrants that the Policies are or will be registered under the 1933 Act or are exempt from or not subject to registration thereunder, and that the Policies will be issued, sold, and distributed in compliance in all material respects with all applicable state and federal laws, including without limitation the 1933 Act, the Securities Exchange Act of 1934, as amended (the "1934 Act"), and the 1940 Act. The Company further represents and warrants that it is an insurance company duly organized and in good standing under applicable law and that it has legally and validly established the Account as a segregated asset account under applicable law and has registered or, prior to any issuance or sale of the Policies, will register the Accounts as unit investment trusts in accordance with the provisions of the 1940 Act (unless exempt therefrom) to serve as segregated investment accounts for the Policies, and that it will maintain such registration for so long as any Policies are outstanding. The Company shall amend the registration statements under the 1933 Act for the Policies and the registration statements under the 1940 Act for the Accounts from time to time as required in order to effect the continuous offering of the Policies or as may otherwise be required by applicable law. The Company shall register and qualify the Policies for sales in accordance with the securities laws of the various states only if and to the extent deemed necessary by the Company.

  • Limitations on Indemnification for Breaches of Representations and Warranties (a) An indemnifying party shall not have any liability under Section 9.1(a)(i), Section 9.1(a)(ii) or Section 9.1(b)(i) hereof unless the aggregate amount of Losses and Expenses to the indemnified parties finally determined to arise thereunder based upon, attributable to or resulting from the failure of any representation or warranty to be true and correct, other than the representations and warranties set forth in Sections 4.3, 4.11, 4.24 and 4.29 hereof, exceeds $35,000 (the “Basket”) and, in such event, the indemnifying party shall be required to pay the entire amount of such Losses and Expenses in excess of $10,000 (the “Deductible”).

  • Certain Representations and Warranties of DST DST represents and warrants to the Fund that:

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