Further Liability Sample Clauses
The 'Further Liability' clause defines the extent to which parties remain responsible for obligations or liabilities beyond the termination or completion of a contract. Typically, this clause clarifies whether certain duties, such as indemnification, confidentiality, or payment of outstanding amounts, continue to apply after the main agreement ends. Its core practical function is to ensure that important responsibilities are not inadvertently discharged with the contract's conclusion, thereby protecting parties from unresolved risks or claims that may arise after the contractual relationship has formally ended.
POPULAR SAMPLE Copied 4 times
Further Liability. Upon the expiration of the Term of this Ground Lease, neither party shall have any further obligation or liability to the other except as otherwise provided in this Ground Lease and except for (a) such obligations as by their nature or under the circumstances can only be, or by the provisions of this Ground Lease may be, performed after such expiration, and (b) any liability for Rent, and (c) any liability for acts or negligent omissions occurring during the Term, and (d) any obligation or liability under Articles IX, all of which shall survive such expiration.
Further Liability. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, no party to this Agreement shall have any liability or further obligation to any other party hereunder except (i) as set forth in subsection (b), (c) or (d) below and Section 9.01, (ii) that termination will not relieve a breaching party from liability for any willful breach of any covenant, agreement, representation or warranty of this Agreement giving rise to such termination and (iii) under any other provision of this Agreement which expressly survives the termination of this Agreement.
Further Liability. Unless expressly stipulated in these conditions, all further contractual or legal claims against us, especially claims for compensation including compensation for indirect or consequential damages are excluded. We are liable, however, for gross negligence, but only for typical damages re- sulting therefore, or in other cases of strict legal liability.
Further Liability. If this Agreement is terminated for any reason, none of the parties hereto shall have any further liability hereunder of any nature whatsoever to the other parties; provided, however, that, notwithstanding the foregoing, (i) this Section 4.4(b) shall not preclude liability from attaching to a party who has caused the termination hereof by a willful act or a willful failure to act in violation of the terms and provisions hereof, and (ii) termination of this Agreement shall not terminate or affect the agreements of the parties contained in Section 2.7 (No Broker's or Finder's Fees), Section 3.6 (Publicity), Article V (Termination Obligations) and Section 7.2 (Confidentiality) hereof, the provisions of all of which shall survive any termination of this Agreement; provided, however, that any aggrieved party, without terminating this Agreement, shall be entitled to specifically enforce the terms hereof against the breaching party or parties in order to cause the Merger to be consummated. Each party hereto acknowledges that there is not an adequate remedy at law to compensate the other parties with respect to relating to the non-consummation of the Merger. To this end, each party, to the extent permitted by law, irrevocably waives any defense it might have based on the adequacy of a remedy at law that might be asserted as a bar to specific performance, injunctive relief or other equitable relief.
Further Liability. The obligations of the Company and each of the Guarantors under this Section 6 shall be in addition to any liability which the Company or any of the Guarantors may otherwise have and shall extend, upon the same terms and conditions, to each officer, director and partner of each holder, agent and underwriter and each person, if any, who controls any holder, agent or underwriter within the meaning of the Securities Act; and the obligations of the holders and any agents or underwriters contemplated by this Section 6 shall be in addition to any liability which the respective holder, agent or underwriter may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of the Company or any of the Guarantors (including any person who, with his consent, is named in any registration statement as about to become a director of the Company or any of the Guarantors) and to each person, if any, who controls the Company within the meaning of the Securities Act.
Further Liability. 10.1 Unless otherwise specified in these general terms and conditions, including the following provisions, ▇▇▇▇▇ is liable for any breach of contractual and non-contractual obligations under the relevant statutory provisions.
10.2 ▇▇▇▇▇ is responsible for damages - for whatever legal reason - if the company or its legal representatives or vicarious agents have acted with intent or gross negligence. In case of simple negligence by ▇▇▇▇▇ or their legal representatives or vicarious agents, ▇▇▇▇▇ is only liable
a) for damages resulting from injury to life, body or health, b) for damages resulting from the breach of a material contractual obligation. Material contractual obligations are such obligations, whose fulfillment is essential to the due performance of the contract and upon which adherence the Customer relies and may rely. In this case, however, the liability of ▇▇▇▇▇ is limited to the compensation of the foreseeable, typically occurring damages.
10.3 The limitations of liability resulting from Number 10.2 do not apply if ▇▇▇▇▇ fraudulently concealed a defect or gave a guaranty of the quality of the goods. The same applies to claims under the German Product Liability Act.
10.4 For the avoidance of doubt the "Release to service certificates" issued by ▇▇▇▇▇ for the goods only indicates that the certified goods may be used for air transportation; however, ▇▇▇▇▇ expressly does not provide any quality guarantee in this regard.
10.5 Due to a breach of obligation which does not qualify as a defect, the Customer may only withdraw or terminate the contract if ▇▇▇▇▇ is responsible for the breach of obligation. Apart from that, the statutory provisions and legal consequences apply.
10.6 The above exclusions and limitations of liability apply to the same extent for the benefit of the legal representatives, employees and other vicarious agents of ▇▇▇▇▇.
Further Liability. If the Indemnifying Party has assumed the defense of a third-party claim as provided in Section 3.16, the Indemnifying Party will not be liable for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof; provided, however, that if (i) the Litigation Conditions cease to be met, or (ii) the Indemnifying Party fails to take reasonable steps necessary to defend diligently such third-party claim, the Indemnified Party may assume its own defense, and the Indemnifying Party will be liable for all reasonable costs or expenses paid or incurred in connection therewith. If the Indemnifying Party assumes the defense of any such third-party claim, the Indemnifying Party may settle or compromise the claim without the prior consent of the Indemnified Party so long as all present and future claims relating to the compromised claim against the Indemnified Party (i) are irrevocably and unconditionally released in full and (ii) do not involve the grant of any injunctive or equitable relief.
Further Liability. If this Agreement shall be terminated by a Remarketing Agent or Reset Agent pursuant to Section 9(a), the Company shall then be under no liability to such Remarketing Agent or Reset Agent except as provided in Sections 1, 4, 6 and 9 hereof; but, if for any other reason, any Notes are not remarketed by or on behalf of the Company as provided herein, the Company will reimburse the Remarketing Agents and Reset Agents for all out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred by the Remarketing Agents and Reset Agents in making preparations for the Remarketing of the Notes not so remarketed, but the Company shall then be under no further liability to the Remarketing Agents and Reset Agents in respect of the Notes not so remarketed except as provided in Sections 1, 4, 6 and 9 hereof.
Further Liability. 20 Section 3.18. Payments.....................................................................................21 Section 3.19.
Further Liability irrespective of the legal grounds – is excluded, in particular liability in relation to compensation for damage to items that do not form part of our scope of supply. Strict liability of the Licensor for initial defects in the Software is excluded.