Damages from Vendor Clause Samples

The 'Damages from Vendor' clause establishes the vendor's responsibility to compensate the client for losses or harm resulting from the vendor's actions or failures under the contract. Typically, this clause outlines the types of damages covered, such as direct, indirect, or consequential damages, and may set limits on the vendor's liability. Its core function is to allocate risk by ensuring the client has recourse if the vendor's performance causes financial or other measurable harm, thereby protecting the client's interests and encouraging the vendor to fulfill their obligations diligently.
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Damages from Vendor. No Damages may be recovered from the Vendor pursuant to Section 6.2(a) unless and until the accumulated aggregate amount of Damages of the Purchaser’s Indemnified Parties arising pursuant to Section 6.2(a) exceeds $75,000, in which event the accumulated aggregate amount of all such Damages may be recovered, up to a maximum of the Indemnity Cap. Such limitation shall have no application to any claim to recover Damages based on any incorrectness in or breach of any representation or warranty of the Vendor in this Agreement resulting from intentional misrepresentation, wilful breach or fraud by the Vendor, nor shall the limitation be construed to apply to any of the indemnities in Sections 6.2(b).
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Damages from Vendor. Notwithstanding anything contained in this Agreement to the contrary, (i) the Vendor shall not be liable for any amounts for which the Purchaser’s Indemnified Parties are otherwise entitled to indemnification pursuant to Section 6.2(a) unless the aggregate amount of all Damages for which the Purchaser’s Indemnified Parties are entitled to indemnification pursuant to Section 6.2(a) exceeds, on a cumulative basis, $1,440,000, and then only to the extent of such excess, (ii) no Damages may be claimed by a Purchaser’s Indemnified Party under Section 6.2(a), and no Damages shall be included in calculating the aggregate Damages set forth in clause (i) of this Section 6.6(1), other than Damages in excess of $100,000 resulting from any single claim or series of claims arising from the same or related facts (it being understood that more than one claim from customers with respect to the same or related facts shall be deemed to be related), and (iii) the Vendor shall not be required to make indemnification payments pursuant to Section 6.2 to the extent the indemnification payments thereunder would exceed: (a) in the case of a claim under Section 6.2(a), except those arising from a breach of the Vendor Fundamental Representations, 15% of the Base Purchase Price; provided, however, that in the event such limitation is reached, the limitation on indemnification payments applicable to claims under Section 6.2(a) relating only to a breach of the representations set out in Section 3.1(17) (Agreements and Filings with Applicable Regulators), Section 3.1(19)(Compliance with Laws; Governmental Authorizations) to the extent relating to breaches of Applicable Laws promulgated by Applicable Regulators, Section 3.1(23)(No Unlawful Payments), 3.1(25)(Compliance with Money Laundering Laws) and 3.1(26)(No Conflicts with Sanctions Laws) as they relate to the Vendor’s compliance with Applicable Laws, shall be increased by 10% of the Base Purchase Price to equal an aggregate amount of 25% of the Base Purchase Price; or (b) in the case of a claim under Section 6.2(a) arising from a breach of the Vendor Fundamental Representations, and in the case of a claim under Sections 6.2(b) and 6.2(c), the Base Purchase Price. For the avoidance of doubt, in no event, subject to the following sentence, shall the Vendor’s aggregate liability pursuant to Section 6.2 exceed the Base Purchase Price, notwithstanding the breach of more than one subsection of Section 6.2. Notwithstanding the foregoing, th...
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Damages from Vendor. No Damages may be recovered from the Vendors pursuant to Section 7.2(a) unless and until the accumulated aggregate amount of Damages of the Purchaser’s Indemnified Parties arising pursuant to Section 7.2(a) exceeds $ [REDACTED: Amount of threshold] (the “Aggregate Claim Threshold”), in which event the accumulated aggregate amount of all such Damages may be recovered. No Damages may be recovered from the Vendors pursuant to Section 7.2(a) in excess of an accumulated aggregate amount of all Damages of an amount equal to Details of indemnity cap amount] (the “General Cap”). The limitations described in the Aggregate Claim Threshold and the General Cap shall have no application to: (i) any claim to recover Damages based on any incorrectness in or breach of the Vendor Fundamental Representations of this Agreement, (ii) any claim to recover Damages based on any incorrectness in or breach of the representations and warranties in Section 4.2(27), or (iii) any other representation or warranty of the Vendors in this Agreement resulting from fraud by the Vendors, nor shall the limitation be construed to apply to any of the indemnities in Sections 7.2(b) through Section 7.2(f).
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Damages from Vendor. No Damages may be recovered from the Vendor pursuant to Section 7.2(1)(a) unless and until the accumulated aggregate amount of Damages of the Purchaser’s Indemnified Parties arising pursuant to Section 7.2(1)(a) exceeds 1.5% of the Purchase Price, in which event the accumulated aggregate amount of all such Damages may be recovered up to: (a) in respect of any claim to recover Damages based on any incorrectness in or breach of the Vendor Fundamental Representations and Warranties, a maximum of the value of the Purchase Price; or (b) in respect of any claim to recover Damages based on any incorrectness in or breach of any other representation or warranty of the Vendor pursuant to the indemnities in Section 7.2(1)(a), 20% of the Purchase Price. Such limitations shall have no application to any claim to recover Damages based on any incorrectness in or breach of any representation or warranty of the Vendor in this Agreement resulting from fraud by the Vendor, nor shall the limitations be construed to apply to any of the indemnities in Section 7.2(1)(b).
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Damages from Vendor. No Damages may be recovered from the Vendor pursuant to Section 6.2(a) unless and until the accumulated aggregate amount of Damages of the Purchaser’s Indemnified Parties arising pursuant to Section 6.2(a) exceeds $250,000, in which event the accumulated aggregate amount of all such Damages may be recovered up to: (a) in respect of any claim to recover Damages based on any incorrectness in or breach of the Vendor Fundamental Representations and Warranties, a maximum of the value of the Purchase Price, or (b) in respect of any claim to recover Damages based on any incorrectness in or breach of any other representation or warranty of the Vendor pursuant to the indemnities in Section 6.2(a), $27,500,000. The maximum aggregate amount of all Damages that may be recovered by the Purchaser pursuant to the indemnity in Section 6.2(e) is $30,000,000. Such limitations shall have no application to any claim to recover Damages based on any incorrectness in or breach of any other representation or warranty of the Vendor in this Agreement resulting from fraud, fraudulent misrepresentation or intentional misrepresentation by the Vendor, nor shall the limitations be construed to apply to any of the indemnities in Sections 6.2(b), 6.2(c), 6.2(d) and 6.3(1).
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Related to Damages from Vendor

  • Damages from Certain Causes Landlord shall not be liable or responsible to Tenant for any loss or damage to any property or person occasioned by theft, fire, act of God, public enemy, riot, strike, insurrection, war, act or omission of any party other than Landlord, any nuisance or interference caused or created by any property owner other than Landlord, requisition or order of governmental body or authority, court order or injunction, or any cause beyond Landlord’s control or for any damage or inconvenience which may arise through repair or alteration of any part of the Premises as required by this Lease.

  • NO LIMITATION OF LIABILITY FOR DAMAGES FOR PERSONAL INJURY OR PROPERTY DAMAGE ARE

  • Damages Waiver NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, NEITHER PARTY WILL BE LIABLE FOR ANY (i) INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND OR (ii) LOST PROFITS, LOSS OF USE, LOST DATA, FAILURE OF SECURITY MECHANISMS, OR INTERRUPTION OF BUSINESS, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.

  • Exceptions from Liability Without limiting the generality of any other provisions hereof, neither the Custodian nor any Domestic Subcustodian shall be under any duty or obligation to inquire into, nor be liable for:

  • Breach of Contract and Liquidated Damages A. Where OGS determines that the Contractor is not in compliance with the requirements of subsection 4.7 of this Contract, and the Contractor refuses to comply with such requirements, or if it is found to have willfully and intentionally failed to comply with the MWBE participation goals set forth in the Contract, the Contractor shall be obligated to pay liquidated damages to OGS. B. Such liquidated damages shall be calculated as an amount equaling the difference between: 1. All sums identified for payment to MWBEs had the Contractor achieved the contractual MWBE goals; and 2. All sums actually paid to MWBEs for work performed or materials supplied under the Contract. C. If OGS determines that Contractor is liable for liquidated damages and such identified sums have not been withheld by OGS, Contractor shall pay such liquidated damages to OGS within sixty (60) days after they are assessed. Provided, however, that if the Contractor has filed a complaint with the Director of the Division of Minority and Women’s Business Development pursuant to 5 NYCRR § 142.12, liquidated damages shall be payable only in the event of a determination adverse to the Contractor following the complaint process.