Common use of General Limitations on Liability Clause in Contracts

General Limitations on Liability. (a) The 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 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 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 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 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 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 Article 6. (f) Notwithstanding anything herein to the contrary, provided Closing occurs, the sole and exclusive remedy of a Party: (i) in respect of a breach 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 respect of a breach of any covenant or agreement of Vendors or Purchaser, as the case may be, that are to be 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 set forth. (g) No Party shall be entitled to 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 special manner are intended by the Parties as a limitation of liability that represents a fair and equitable allocation of the risks and liabilities that each Party has agreed to assume and is not an agreement within section 7(2) of the Limitations Act (Alberta).

General Limitations on Liability. (a) The indemnities provided in this Agreement shall not apply to the extent that the Losses and Liabilities Claims are reimbursed or reimbursable by insurance proceeds or are caused by the gross negligence, wilful default default, wilful misconduct, or wilful misconduct fraud of the Party party claiming indemnity or any of that Partyparty’s Related Parties or Representativesrepresentatives. (b) Notwithstanding anything herein to The representations and warranties set forth in Section 3.1 and the contrary: (i) Vendors shall not be liable to Purchaser for a Claim arising Vendors’ liability in respect of thereof under the Vendors’ indemnity provided in Section 5.1(a6.1(1) or 5.1(b), unless Vendors have received notice of such Claim within shall survive the applicable Survival Period; (ii) Purchaser shall not be liable to Vendors Closing indefinitely 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 benefit of the applicable statutory limitation period; and (iii) Vendors shall be liable to Purchaser for any 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 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 applyPurchaser. (c) The Vendor Group Subject to Section 6.4(d), the 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 Purchaser Groupfor a period of two (2) years after the Closing Date, and their respective Related Parties and Representatives, after which time the Purchaser shall not be liable under this Agreement for entitled to advance, make or bring any further Claims whatsoever against the Vendors with respect to those representations and Losses and Liabilities sufferedwarranties, 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 occurstheir indemnity relating thereto. (d) The Vendor Group representations and their respective Related Parties and Representatives shall have no liability in connection with a breach of a covenant warranties set forth in Section 7.13.2 in respect of Tax matters of the Corporation, 7.2 or 7.3 to and the extent 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 Purchaser has actual knowledge prior to Closing that such covenant was breached. Purchaser is deemed to have actual knowledge 30 days after the later of all matters set forth the expiration of the applicable limitation periods contained in the Disclosure LetterTax Act and any other applicable legislation imposing Tax, Employee Letter 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 the Data Room Informationwarranties, or their indemnity relating thereto. (e) No Party or Person The representations and warranties set forth in Sections 3.3 and the Purchaser’s liability in respect thereof under the Purchaser’s indemnity provided in Section 6.2 shall make an indemnification Claim or survive the Closing for the benefit of the Vendors for a period of two (2) years after the Closing Date, after which time the Vendors shall not be entitled to recover hereunder advance, make or bring any further Claims whatsoever against Purchaser 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 Article 6. (f) Notwithstanding anything herein to the contrary, provided Closing occurs, the sole and exclusive remedy of a Party: (i) in respect of a breach of the those representations and warranties of Vendors and Purchaserwarranties, 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 respect of a breach of any covenant or agreement of Vendors or Purchaser, as the case may be, that are to be 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 set forthits indemnity relating thereto. (g) No Party shall be entitled to 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 special manner are intended by the Parties as a limitation of liability that represents a fair and equitable allocation of the risks and liabilities that each Party has agreed to assume and is not an agreement within section 7(2) of the Limitations Act (Alberta).