Representations and Warranties Liability. 8.1. Each Party’s liability arising out of or related to this DPA, whether in contract, tort, or under any other theory of liability, is subject to the limitation of liability section as agreed upon in the Main Services Agreement and any reference in such section to the liability of a party means the aggregate liability of that party and all of its affiliates under the Main Services Agreement and all data processor agreements taken together.
Representations and Warranties Liability. 8.1 Each Lender hereby warrants as an individual debtor (als Einzelschuldner) and under exclusion of any joint and several liability (unter Ausschluss gesamtschuldnerischer Haftung) vis-à -vis TopCo (as a contract for benefit of a third party – Vertrag zugunsten Dritter) and Athena by way of an independent warranty that immediately prior to the consummation of the Conversion the following statements are true and accurate, in each case however solely with respect to it (and for the avoidance of doubt not for any of the other Lenders):
Representations and Warranties Liability. 10.1 Each Shareholder hereby warrants as an individual debtor (als Einzelschuldner) and under exclusion of any joint and several liability (unter Ausschluss gesamtschuldnerischer Haftung) vis-à -vis TopCo (as a contract for benefit of a third party – Vertrag zugunsten Dritter) and Athena by way of an independent warranty that immediately prior to the consummation of the Share Exchange the following statements are true and accurate, in each case however solely with respect to it (and for the avoidance of doubt, not for any of the other Shareholders) and the Company Securities (defined below) held by it:
Representations and Warranties Liability. BBL hereby warrants as individual debtor (als Einzelschuldner) and under exclusion of any joint and several liability (unter Ausschluss gesamtschuldnerischer Haftung) vis-à -vis TopCo (as a contract for benefit of a third party – Vertrag zugunsten Dritter) and Yucaipa by way of an independent warranty that, after occurrence and full consummation of its respective Conversion as set out in the Cap Table (as supplemented) and immediately prior to the consummation of the Share Exchange the following statements are true and accurate, in each case however solely with respect to it (and not for the avoidance of doubt any other Shareholder) and the Company Shares held by it:
Representations and Warranties Liability. 10.1 Each Shareholder which is a Party hereby warrants as individual debtor (als Einzelschuldner) and under exclusion of any joint and several liability (unter Ausschluss gesamtschuldnerischer Haftung) vis-à-vis TopCo (as a contract for benefit of a third party – Vertrag zugunsten Dritter) and Yucaipa by way of an independent warranty that,
10.1.1 with respect to the Initial Shareholders, upon execution of this Agreement on the date of its notarization by such Shareholder; and,
10.1.2 with respect to the Future Shareholders, after occurrence and full consummation of the respective Conversion or the Roll-up as set out in the Cap Table (as supplemented) and immediately prior to the consummation of the Share Exchange the following statements are true and accurate, in each case however solely with respect to him, her or it (and not for the avoidance of doubt any other Shareholder) and the Company Shares held by him, her or it:
Representations and Warranties Liability. 5.1 Each Shareholder which is a Party hereby warrants as individual debtor (als Einzelschuldner) and under exclusion of any joint and several liability (unter Ausschluss gesamtschuldnerischer Haftung) vis-à-vis (the future emerging) TopCo (as a contract for benefit of a third party – Vertrag zugunsten Dritter) and Pegasus by way of an independent warranty that, upon execution of this Agreement on the date of its notarization by such Shareholder and immediately prior to the consummation of the Share Exchange the following statements are true and accurate, in each case however solely with respect to him, her or it (and not for the avoidance of doubt any other Shareholder) and the Company Shares held by him, her or it:
Representations and Warranties Liability. 10.1 WU represents and warrants that:
(i) it is a corporation organized, existing and in good standing under the laws of Missouri;
(ii) it has the authority to enter into this Agreement and that the person signing this Agreement on its behalf has the authority to do so;
(iii) the making or performance of this Agreement would not violate any separate agreement it has with any other person or entity; and
(iv) it is not a Party to any agreement or arrangement that would prevent it from performing its duties and fulfilling its obligations to CORPORATION under this Agreement.
10.2 CORPORATION represents and warrants that:
(i) It is a corporation duly organized, existing and in good standing under the laws of XXXXX.
(ii) it has the authority to enter into this Agreement and that the person signing this Agreement on behalf of CORPORATION has the authority to do so;
(iii) the making or performance of this Agreement would not violate any separate agreement it has with any other person or entity; and
(iv) it is not a Party to any agreement or arrangement that would prevent it from performing its duties and fulfilling its obligations to WU under this Agreement.
10.3 NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, EVERYTHING PROVIDED BY WU UNDER THIS AGREEMENT IS UNDERSTOOD TO BE EXPERIMENTAL IN NATURE, MAY HAVE HAZARDOUS PROPERTIES, AND IS PROVIDED WITHOUT ANY WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF ANY THIRD-PARTY PATENT, TRADEMARK, COPYRIGHT OR ANY OTHER THIRD-PARTY RIGHT. WU MAKES NO WARRANTIES REGARDING THE QUALITY, ACCURACY, COMMERCIAL VIABILITY OR ANY OTHER ASPECT OF ITS PERFORMANCE PURSUANT TO THIS AGREEMENT OR REGARDING THE PERFORMANCE, VALIDITY, SAFETY, EFFICACY OR COMMERCIAL VIABILITY OF ANYTHING PROVIDED BY WU UNDER THIS AGREEMENT. IN NO EVENT SHALL WU OR CORPORATION BE LIABLE FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES SUSTAINED BY THE OTHER PARTY TO THIS AGREEMENT, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, WHETHER IN BREACH OF CONTRACT, TORT OR OTHERWISE, EVEN IF THE PARTY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR THEIR RESPECTIVE INDEMNITY OBLIGATIONS, EACH OF WU’S AND CORPORATION’S AGGREGATE LIABILITY TO THE OTHER UNDER THIS AGREEMENT SHALL NOT EXCEED THE PAYMENTS MADE OR PAYMENTS DUE UNDER THIS AGREEMENT, RESPECTIVELY.
Representations and Warranties Liability. 4.1. The System enables the Client to execute Margin Transactions provided that all Preconditions are in place and duly complied with.
4.2. The Client fully understands the Preconditions and specifics of margin trading under this Covenant, as well as the higher level of risk as compared to ordinary (non-margin) trading, such as increase of risk exposure in terms of the Client’s liabilities in case of losses.
4.3. The Client fully understands the System, the rules of its use, its tools and functions, the risk associated with using the information retrieved through the System and executing Transactions through the System, the specifics of trading through the System, types of Orders, their specifics and techniques of creation and placement, its consequences.
4.4. The Client fully understands that, in case of non-application or wrong application of the System tools and functions, or making investment decisions based on the information retrieved in the System, only he will be responsible for any consequences that might ensue. The Broker shall not be liable for any losses incurred by the Client through the use of the System.
4.5. The Broker shall not assume, through provision of access to the System to the Client, any liability or responsibility, whatsoever, before the Client for explaining the rules, procedure and specifics of the System use, and shall fully trust to the Client’s representations and warranties specified in the above clauses 4.1-4.4.
Representations and Warranties Liability. 11.1. Each Shareholder hereby warrants as individual debtor (als Einzelschuldner) and under exclusion of any joint and several liability (unter Ausschluss gesamtschuldnerischer Haftung) vis-à-vis Holdco and Parabellum by way of an independent warranty that (i) upon execution of this Agreement on the date of its notarization by such Shareholder, and (ii) immediately prior to the consummation of the Exchange, the following statements are true and accurate, in each case however solely with respect to the respective Shareholder (and for the avoidance of doubt, not for any of the other Shareholders) and the Company Shares held by him, her or it:
Representations and Warranties Liability
