Maximum Liability 12 Sample Clauses

Maximum Liability 12. 4.1 The aggregate liability of the Sellers in respect of all Claims (and for the avoidance of doubt Losses relating thereto) shall, excluding any Fundamental Warranty Claim, not exceed £1 (the Maximum Liability Limit), with each Seller's liability not to exceed such percentage of that amount corresponding with the prorated amount of total Consideration to be received by such Seller under this Agreement. The Purchaser acknowledges that such limit shall apply notwithstanding the terms of the W&I Policy and any subsequent non-payment under the W&I Policy or any vitiation or expiry or termination of the W&I Policy or insolvency of the underwriters or any other provisions of this Agreement or for any other reason whatsoever (other than in respect of fraud by any relevant Seller). 12.4.2 The aggregate liability of the Sellers in respect of all Fundamental Warranty Claims (and for the avoidance of doubt Losses relating thereto) shall not exceed, for each Seller, the prorated amount of total Consideration to be received by such Seller under this Agreement. 12.4.3 The aggregate liability of the Sellers in respect of all claims under clause 3.4.2 shall be £2,000,000. 12.4.4 The aggregate liability of the relevant Sellers in respect of all claims under clause 6.2.3 shall be £1,500,000. 12.4.5 Notwithstanding any other provision of this Agreement other than clause 9.2, the total aggregate liability of each Seller in respect of any and all claims under this Agreement shall not exceed an amount equal to the prorated amount of total Consideration to be received by such Seller under this Agreement.
Sample 1
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Related to Maximum Liability 12

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  • 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.

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

  • NOW, THEREFORE the parties hereto agree as follows:

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  • 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.

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