Limitations on Warranty Claims. (a) The Purchaser shall not be entitled to make a Warranty Claim if the Purchaser has been advised in writing or otherwise has actual knowledge prior to the Closing Time of the inaccuracy, non-performance, non-fulfilment or breach which is the basis for such Warranty Claim and the Purchaser completes the transactions hereunder notwithstanding such inaccuracy, non-performance, non-fulfilment or breach.
Limitations on Warranty Claims. The limitations set out in this clause 6 shall not apply to any Claim which is: the consequence of fraud, dishonesty, wilful concealment or wilful misrepresentation by or on behalf of the Warrantors; or which is a result of a breach of warranty statements 1.1 and 1.2 (share capital) and 2.4 (questionnaires) of [part 1 of] schedule 5. No Claim may be made against the Warrantors unless written notice of such Claim is served on the Warrantors giving reasonable details of the Claim by (i) no later than the date which is six months after the date on which the Company delivers to the Investors the Board approved audited accounts of the Company for the Financial Year of the Company ending [insert date]; or (ii) two years after the Warranties were last given, whichever is the later. [Note: consider extending term for second tranche warranties] Failure to give reasonable details of any Claims shall not prevent the Investors from proceeding with any Claim otherwise made properly under this agreement. The aggregate liability of the Warrantors in respect of all and any Claims shall be limited to: in the case of the Company, an amount equal to the aggregate amount subscribed by the Investors pursuant to this agreement; and in the case of each of the Founders, £[ ] [Note: insert amount] [together with the proper and reasonable costs of recovery in respect of any Claim incurred by or on behalf of the Investors.] The Warrantors shall not be liable in respect of any Claim unless the aggregate liability for all Claims exceeds £ [Note: insert amount], in which case the Warrantors shall be liable for the entire amount and not merely the excess. [In calculating liability for Claims for the purposes of clause 6.4 above, any Claim which is less than £ (excluding interest, costs and expenses) shall be disregarded. For these purposes, a number of Claims arising out of the same or similar subject matter, facts, events or circumstances shall be aggregated and form a single Claim.] No liability of the Warrantors in respect of any breach of any Warranty shall arise: if such breach occurs by reason of any matter which would not have arisen but for the coming into force of any legislation not in force at the Completion Date or by reason of any change to HMRC’s practice occurring after the Completion Date; to the extent that specific allowance, provision or reserve has been made in the Accounts or in the Management Accounts in respect of the matter to which such liability relates; to t...
Limitations on Warranty Claims. 4.3.1. The Purchaser and/or Workstream shall not be entitled to make a Warranty Claim if the Purchaser and/or Workstream has been advised in writing or otherwise has actual knowledge prior to the Closing Time of the inaccuracy, non-performance, non-fulfilment or breach which is the basis for such Warranty Claim and the Purchaser and/or Workstream completes the transactions hereunder notwithstanding such inaccuracy, non-performance, non-fulfilment or breach.
Limitations on Warranty Claims. (a) No Party shall be entitled to make a Warranty Claim if that Party has been advised in a writing addressed to it and signed by an officer of the advising Party prior to Closing Date of the inaccuracy, non-performance, non-fulfilment or breach which is the basis for such Warranty Claim and that Party completes the Transaction hereunder notwithstanding such inaccuracy, non-performance, non-fulfilment or breach.
Limitations on Warranty Claims. 10.1. The Purchaser shall not be entitled to make any claim against the Seller in respect of a breach of any of the warranties given in terms of clause 9.1 or otherwise in connection with the Sale Shares (“Claim”) unless:
Limitations on Warranty Claims. Notwithstanding anything to the contrary in Sections 8.3(a) and (b), above, Indemnitor shall not be obligated to indemnify Indemnitee for any Damages caused by or arising out of, and Indemnitee shall not be entitled to make any claim for Damages due to, any breach of warranty or inaccurate or erroneous representation made by Indemnitor herein (other than representations and warranties with respect to Computec Taxes and ownership of the Computec Stock), in any agreement contemplated hereby, or in any Schedule or Exhibit hereto or thereto, or in any certificate or other instrument delivered or to be delivered by or on behalf of Indemnitor pursuant hereto or thereto (collectively, "Warranty Claims"), unless and until the amount of all of such Indemnitee's claims for Damages caused by or arising out of Warranty Claims, in the aggregate, shall be equal to $200,000, in which case Indemnitee shall be entitled to recover all Damages incurred by Indemnitee in excess of $200,000; provided, however, that if the amount of all of such Indemnitee's claims for Damages caused by or arising out of Warranty Claims, in the aggregate, shall be equal to or exceed 36 42 $250,000, then Indemnitee shall be entitled to recover all Damages incurred by Indemnitee, including such initial $250,000 in Damages.
Limitations on Warranty Claims. 8.1 The Purchaser acknowledges and agrees with the Seller that:
Limitations on Warranty Claims. 6.1 The limitations set out in this clause 6 shall not apply to the Warrantor in respect of any Claim which is:
Limitations on Warranty Claims. (a) No Party shall be liable for any claim for damages actually incurred and resulting from any breach of any of its representations or warranties (Damages) contained in clauses 1.6, 6.1 (including the representations or warranties contained in Schedule 1- B), 6.2, 6.3 or 6.4 (a Warranty Claim):
