Common use of General Limitations on Liability Clause in Contracts

General Limitations on Liability. 3.1 The Seller shall not be liable in relation to any claim under paragraph 2 above to the extent that Purchaser Asbestos Losses result from or would not have occurred but for or are increased or exacerbated by: 3.1.1 any indemnity, covenant, undertaking, warranty, assurance or other contractual protection or allocation entered into, granted or agreed by any Asbestos Indemnified Person after the Closing Date unless it includes limitations and obligations on any relevant counterparty consistent with the provisions of this Part 1 of Schedule 6; 3.1.2 the volunteering of information (or the authorisation of its disclosure) concerning Asbestos or any breach of Asbestos Law by any Group Company or by any member of the Purchaser’s Group after the Closing Date to any regulatory authority or to any third party in circumstances where the information was provided other than: (a) in response to an unsolicited requirement of a regulatory authority for such information; (b) pursuant to a notification obligation at law or (c) with the prior written consent of the Seller; 3.1.3 the introduction of Asbestos at the relevant property after the Closing Date; 3.1.4 the carrying out by, or on behalf of, any member of the Purchaser’s Group of any investigations other than the Asbestos Survey at or in relation to the relevant Premises after the Closing Date save where such investigation is undertaken (i) in response to an unsolicited written requirement of a regulatory authority, (ii) in order to comply with any Asbestos Law, or (iii) is necessary to investigate a written letter of complaint received by the Purchaser presenting a significant and imminent risk of Asbestos Proceedings being commenced (subject to the written consent of the Seller (not to be unreasonably withheld or delayed)); 3.1.5 the closure, mothballing, change of use or development of any Premises after the Closing Date; or 3.1.6 any Remedial Action taken by any member of the Purchaser’s Group which exceeds what is recommended in the Asbestos Survey or otherwise expressly required in writing by the relevant regulatory authority.

General Limitations on Liability. 3.1 (a) The Seller indemnities provided in this Agreement shall not be liable in relation to any claim under paragraph 2 above apply to the extent that Purchaser Asbestos Losses result from the Claims are reimbursed or would not have occurred but for reimbursable by insurance or are increased caused by the gross negligence, wilful default, wilful misconduct, or exacerbated by:fraud of the party claiming indemnity or any of that party’s Related Parties or representatives. 3.1.1 any indemnity, covenant, undertaking, warranty, assurance or other contractual protection or allocation entered into, granted or agreed by any Asbestos Indemnified Person after (b) The representations and warranties set forth in Section 3.1 and the Vendors’ liability in respect thereof under the Vendors’ indemnity provided in Section 6.1(1) shall survive the Closing Date unless it includes limitations and obligations on any relevant counterparty consistent with indefinitely for the provisions of this Part 1 of Schedule 6; 3.1.2 the volunteering of information (or the authorisation of its disclosure) concerning Asbestos or any breach of Asbestos Law by any Group Company or by any member benefit of the Purchaser’s Group after the Closing Date to any regulatory authority or to any third party in circumstances where the information was provided other than: (a) in response to an unsolicited requirement of a regulatory authority for such information; (b) pursuant to a notification obligation at law or . (c) with Subject to Section 6.4(d), the prior written consent representations and warranties set forth in Section 3.2 and the Principal Vendors’ liability in respect thereof under the Vendors’ indemnity provided in Section 6.1(2) shall survive the Closing for the benefit of the Seller; 3.1.3 the introduction Purchaser for a period of Asbestos at the relevant property two (2) years after the Closing Date; 3.1.4 , after which time the carrying out byPurchaser shall not be entitled to advance, make or bring any further Claims whatsoever against the Vendors with respect to those representations and warranties, or on behalf oftheir indemnity relating thereto. (d) The representations and warranties set forth in Section 3.2 in respect of Tax matters of the Corporation, and the Principal Vendors’ liability in respect thereof under the Principal Vendors’ indemnity provided in Section 6.1 shall survive the Closing for the benefit of the Purchaser until the date that is 30 days after the later of the expiration of the applicable limitation periods contained in the Tax Act and any member of other applicable legislation imposing Tax, after which time the Purchaser shall not be entitled to advance, make or bring any further Claims whatsoever against the Vendors with respect to those representations and warranties, or their indemnity relating thereto. (e) The representations and warranties set forth in Sections 3.3 and the Purchaser’s Group of any investigations other than liability in respect thereof under the Asbestos Survey at or Purchaser’s indemnity provided in relation to the relevant Premises after Section 6.2 shall survive the Closing Date save where such investigation is undertaken (i) in response to an unsolicited written requirement of a regulatory authority, (ii) in order to comply with any Asbestos Law, or (iii) is necessary to investigate a written letter of complaint received by for the Purchaser presenting a significant and imminent risk of Asbestos Proceedings being commenced (subject to the written consent benefit of the Seller Vendors for a period of two (not to be unreasonably withheld or delayed)); 3.1.5 the closure, mothballing, change of use or development of any Premises 2) years after the Closing Date; or 3.1.6 , after which time the Vendors shall not be entitled to advance, make or bring any Remedial Action taken by any member of the Purchaser’s Group which exceeds what is recommended in the Asbestos Survey further Claims whatsoever against Purchaser with respect to those representations and warranties, or otherwise expressly required in writing by the relevant regulatory authorityits indemnity relating thereto.

General Limitations on Liability. 3.1 (a) The Seller indemnities provided in this Agreement shall not apply to the extent that the Losses and Liabilities are reimbursed by insurance proceeds or are caused by the gross negligence, wilful default or wilful misconduct of the Party claiming indemnity or any of that Party’s Related Parties or Representatives. (b) Notwithstanding anything herein to the contrary: (i) Vendors shall not be liable to Purchaser for a Claim arising in relation respect of Section 5.1(a) or 5.1(b), unless Vendors have received notice of such Claim within the applicable Survival Period; (ii) Purchaser shall not be liable to Vendors for a Claim arising in respect of Section 5.2(a) or 5.2(b), unless Purchaser has received notice of such Claim prior to the expiration of the applicable statutory limitation period; and (iii) Vendors shall be liable to Purchaser for any claim Claim arising in respect of Section 5.1(c) indefinitely, and Purchaser shall be liable to Vendors for any Claim arising in respect of Section 5.2(c) indefinitely, and for clarity, liability for such Claims shall not be limited or negated in any way by the passage of any applicable limitation periods or any other deadline or timeline applicable at law, in equity, or under paragraph 2 above statute, or other limitation, deadline, notice or time period which may arise or elapse as between the Parties pursuant to or under this Agreement; and in respect of all other Claims arising in connection with this Agreement, the Limitations Act (Alberta) shall apply. (c) The Vendor Group and the Purchaser Group, and their respective Related Parties and Representatives, shall not be liable under this Agreement for any Claims and Losses and Liabilities suffered, sustained, paid or incurred by the other Party after Closing that result from any inaccuracy in or breach of any representation or warranty in this Agreement if the Party seeking indemnification for such Claims and Losses and Liabilities had knowledge of such inaccuracy or breach at the time Closing occurs. (d) The Vendor Group and their respective Related Parties and Representatives shall have no liability in connection with a breach of a covenant set forth in Section 7.1, 7.2 or 7.3 to the extent that Purchaser Asbestos Losses result from has actual knowledge prior to Closing that such covenant was breached. Purchaser is deemed to have actual knowledge of all matters set forth in the Disclosure Letter, Employee Letter and the Data Room Information. (e) No Party or would not have occurred but Person shall make an indemnification Claim or be entitled to recover hereunder with respect to a breach of any warranty, covenant or agreement set forth in this Agreement if and to the extent that the liability underlying the Claim is accounted for in any of the adjustments provided for in Section 2.6 or are increased or exacerbated byArticle 6. (f) Notwithstanding anything herein to the contrary, provided Closing occurs, the sole and exclusive remedy of a Party: 3.1.1 any indemnity, covenant, undertaking, warranty, assurance or other contractual protection or allocation entered into, granted or agreed by any Asbestos Indemnified Person after the Closing Date unless it includes limitations and obligations on any relevant counterparty consistent with the provisions of this Part 1 of Schedule 6; 3.1.2 the volunteering of information (or the authorisation of its disclosure) concerning Asbestos or any breach of Asbestos Law by any Group Company or by any member of the Purchaser’s Group after the Closing Date to any regulatory authority or to any third party in circumstances where the information was provided other than: (a) in response to an unsolicited requirement of a regulatory authority for such information; (b) pursuant to a notification obligation at law or (c) with the prior written consent of the Seller; 3.1.3 the introduction of Asbestos at the relevant property after the Closing Date; 3.1.4 the carrying out by, or on behalf of, any member of the Purchaser’s Group of any investigations other than the Asbestos Survey at or in relation to the relevant Premises after the Closing Date save where such investigation is undertaken (i) in response to an unsolicited written requirement respect of a regulatory authoritybreach of the representations and warranties of Vendors and Purchaser, as the case may be, shall be for indemnification pursuant to Section 5.1(a) or 5.2(a), as the case may be; (ii) in order respect of a breach of any covenant or agreement of Vendors or Purchaser, as the case may be, that are to comply with any Asbestos Lawbe performed or satisfied at or prior to Closing, shall be for indemnification pursuant to Section 5.1(b) or 5.2(b), as the case may be; (iii) in the case of amounts to be adjusted for pursuant to Article 6, shall be pursuant to Article 6; (iv) for indemnification or any other Claim in respect of the matters referred to in Section 5.1(c) or 5.2(c), as the case may be, shall be pursuant to such Section; and (v) for breach of any other covenant or agreement not referred to in Sections 5.5(f)(i) through (iv) inclusive, shall be for breach of contract pursuant to the particular Section hereof in which the said other covenant is necessary set forth. (g) No Party shall be entitled to investigate recover more than once for any Losses and Liabilities. (h) Except as set out in this Agreement, Vendors and Purchaser each waive all other rights and remedies (whether now existing or hereafter arising and including all common law, tort, contractual, equitable and statutory rights and remedies) that each may have against the other Party, the other Party’s Affiliates, Related Parties and Representatives in respect of any of the Assets or the Vendors’ Business. (i) The time limit for bringing claims under this Agreement and the requirement to give notice in a written letter of complaint received special manner are intended by the Purchaser presenting Parties as a significant limitation of liability that represents a fair and imminent risk of Asbestos Proceedings being commenced (subject to the written consent equitable allocation of the Seller (risks and liabilities that each Party has agreed to assume and is not to be unreasonably withheld or delayed)); 3.1.5 the closure, mothballing, change of use or development of any Premises after the Closing Date; or 3.1.6 any Remedial Action taken by any member an agreement within section 7(2) of the Purchaser’s Group which exceeds what is recommended in the Asbestos Survey or otherwise expressly required in writing by the relevant regulatory authorityLimitations Act (Alberta).

General Limitations on Liability. 3.1 6.1 The Relevant Seller shall not be liable in relation to any claim under paragraph 2 above Environmental Claim to the extent that Purchaser Asbestos Losses result the Environmental Loss in respect of which the Environmental Claim is made, or any increase in such Environmental Loss, results from or would not have occurred but for or are increased or exacerbated byfor: 3.1.1 (i) any indemnityact, covenantomission or transaction of the Relevant Purchasers or any member of the Relevant Purchaser’s Group after Completion or by their respective directors, undertakingofficers, warranty, assurance employees after Completion in each case which is unreasonable or other contractual protection negligent; (ii) the enactment of new laws in relation to Environmental Matters or allocation entered into, granted or agreed by any Asbestos changes to Indemnified Person Environmental Laws which come into force after the Closing Date unless it includes limitations and obligations on any relevant counterparty consistent with the provisions of this Part 1 of Schedule 6Completion Date; 3.1.2 (iii) the volunteering disclosure of information (or the authorisation of its such disclosure) concerning Asbestos by the Relevant Purchaser or any breach of Asbestos Law by any Group Company or by any member of the Relevant Purchaser’s Group after the Closing Date or their respective officers, directors, employees, partners, agents, contractors sub-contractors or consultants concerning Contamination to any regulatory authority Environmental Authority or to any third party parties, except where: (a) the Relevant Sellers have given their prior written consent provided that such consent shall not be withheld in circumstances where a reasonable operator acting in the ordinary course of business as if it did not have the benefit of this indemnity and seeking to minimise its liabilities in relation to Contamination would disclose such information was provided other than: (aor authorise such disclosure) as a reasonable means to mitigate any Environmental Loss or to limit or to avoid significant harm or a significant risk of significant harm to the Environment, where in response advance of such disclosure there is reasonable objective evidence that a matter exists or is likely to an unsolicited requirement exist which would satisfy one of a regulatory authority for such information; the Environmental Trigger Events; (b) pursuant to a notification obligation at it is required by law or under or for the purpose of obtaining any Environmental Permit or for the purpose of any judicial or regulatory proceedings; (c) with it is requested in writing by any Environmental Authority under Indemnified Environmental Laws (without prompting or solicitation on the prior written consent part of the SellerRelevant Purchasers); or (d) it is an emergency, that is a state of affairs where immediate and very grave harm to the Environment occurs or is imminent; 3.1.3 the introduction of Asbestos at the relevant property after the Closing Date; 3.1.4 (iv) the carrying out by, of Investigative Works by the Relevant Purchaser or on behalf of, any member of the Relevant Purchaser’s Group or their respective officers, directors, employees, partners, agents, contractors sub-contractors or consultants, except where: (a) the Relevant Sellers have given their prior written consent provided that such consent shall not be withheld in circumstances where a reasonable operator acting in the ordinary course of any investigations other than business as if it did not have the Asbestos Survey at or benefit of this indemnity and seeking to minimise its liabilities in relation to the relevant Premises after the Closing Date save where Contamination would carry out such investigation is undertaken (i) in response Investigative Works as a reasonable means to an unsolicited written requirement of a regulatory authority, (ii) in order mitigate any Environmental Loss or to comply with any Asbestos Law, limit or (iii) is necessary to investigate a written letter of complaint received by the Purchaser presenting avoid significant harm or a significant and imminent risk of Asbestos Proceedings being commenced (subject significant harm to the written consent Environment, where in advance of such Investigative Works there is reasonable objective evidence that a matter exists or is likely to exist which would satisfy one of the Seller Environmental Trigger Events; (not to be unreasonably withheld b) it is required by law or delayed)under or for the purpose of obtaining any Environmental Permit or for the purpose of any judicial or regulatory proceedings; (c) it is requested in writing by any Environmental Authority under Indemnified Environmental Laws (without prompting or solicitation on the part of the Relevant Purchasers); 3.1.5 (d) it is required in connection with any Remedial Action; or (e) it is an emergency, that is a state of affairs where immediate and very grave harm to the closure, mothballing, Environment occurs or is imminent; (v) any actual or proposed change of in use or development to an environmentally more sensitive use, or any actual or proposed demolition or closure of all or a significant proportion of any Premises Indemnified Property after Completion; and (vi) the Closing Datecost of repair or replacement or upgrade of any plant and or equipment or other structures where such works would have been reasonably required to be carried out in the ordinary course of business irrespective of the Contamination giving rise to the Environmental Claim; orand 3.1.6 any (vii) the Remedial Action taken by any member of exceeds the Purchaser’s Group which exceeds what is recommended in the Asbestos Survey or otherwise minimum that would be expressly required in writing by the relevant regulatory authorityEnvironmental Authority under Indemnified Environmental Laws were it to be aware of such Contamination, and assuming all reasonable efforts had been made as provided for in paragraph 7 of this Schedule 15.