Other general limitations Clause Samples
Other general limitations. The Vendor shall have no liability in respect of a claim under the Warranties:
(a) to the extent that the fact, matter or circumstance giving rise to the claim was fairly disclosed in the Disclosure Letter or is apparent on the face of the documents in the Data Room;
(b) as regards any claim if and to the extent that provision, reserve or note in respect thereof or of the event or circumstance giving rise thereto has been made in the Accounts or the Management Accounts or payment or discharge of the relevant matter has otherwise been taken into account in the Accounts or the Management Accounts;
(c) as regards any claim if and to the extent that payment or discharge of the claim or provision in respect of the claim or the event or circumstance giving rise thereto has been taken into account in the determination of the Net Current Asset Value as shown in the Completion Accounts;
(d) in respect of any claim which is contingent only, unless and until such contingent liability becomes an actual liability;
(e) as regards any claim to the extent of any amount which is recovered from insurers;
(f) as regards any claim if such claim would not have arisen but for any act or omission carried out after the date of this Agreement otherwise than in the ordinary course of business by the Purchaser, the Company or any other member of the Purchaser’s Group or any other person connected with any of them or any of their respective directors, employees or agents;
(g) as regards any claim if such claim would not have arisen but for a cessation after Completion of the business or trade or any part thereof of the Purchaser or the Company or any change in the nature of such business or trade or a sale or disposal of any share or any interest in the Company after Completion;
(h) as regards any claim to the extent that such claim or liability arises or that the amount thereof is increased as a result of any change after Completion in the accounting reference date or in any of the accounting or actuarial or tax reporting policies, bases or practices of the Company or the Purchaser; or
(i) to the extent that a breach of the Warranties also gives rise to a claim under the Tax Deed and the Vendor has satisfied such claim or vice versa.
Other general limitations. Notwithstanding anything to the contrary contained in this Agreement, the parties agree that (i) indemnifiable Losses hereunder shall be limited to Losses actually sustained, net of applicable insurance payments received, or any other reimbursement received or tax benefit realized, (ii) no Indemnified Party shall be entitled to any recovery for any Loss to the extent that such recovery would constitute a duplicative payment for the same Loss, (iii) no Indemnified Party shall be entitled to any recovery for punitive, special, exemplary or consequential damages, including, without limitation, lost profits, lost investment or business opportunity, interest, damages to reputation or operating Losses unless a third party recovers such damages from the Indemnified Party or such Indemnified Party becomes obligated to pay such damages to a third party, (iv) no Indemnified Party shall be entitled to any recovery for any Loss attributable to or arising from overhead allocation or general and administrative costs, the internal costs of administering the requirements imposed by or under this Agreement, (v) to the extent a liability is reflected in the Final Closing Date Book Value, the Parent Indemnified Parties shall not incur a Loss to the extent of such liability for purposes of the Members’ indemnification obligations hereunder, (vi) to the extent that a reserve is fully reflected in the Final Closing Date Book Value, the Parent Indemnified Parties shall not incur a Loss for purposes of Members’ indemnification obligations hereunder for any liability for which such reserve was created unless and only to the extent that such liability is in excess of such reserve, and (vii) ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ is executing this Agreement in his representative capacity as trustee of each of the Norden Trusts and, as such shall have no personal obligation in connection with any indemnity or other claim made against the Norden Trusts. The parties to this Agreement hereby covenant and agree that any claim for indemnification and any claim of any nature made against the Norden Trusts and any obligation of the Norden Trusts pursuant to the terms and conditions of this Agreement shall be satisfied solely from the assets of the Norden Trusts.
Other general limitations. Neither the Vendor nor the Purchaser shall be liable under the Transaction Documents in respect of:
(a) any Claim, other than a Third Party Claim, which is contingent unless and until such contingent Claim becomes an actual Claim and is due and payable;
(b) except with respect to any Environmental Claim, any Claim to the extent that the claiming Party or its Affiliates is entitled to recover the amount of such Claim (in whole or in part) under any policy of insurance;