Limitations on Claims Sample Clauses
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Limitations on Claims. In addition to the limitations on indemnification set forth in Section 9(a) above, the Employer shall not be obligated pursuant to this Agreement:
(i) To indemnify or advance expenses to Executive with respect to a Proceeding initiated by Executive, except (i) for Proceedings authorized or consented to by the Board; or (ii) in the event a claim for indemnification or payment of expenses (including attorneys’ fees) made under this Agreement is not paid in full within sixty (60) days after a written claim therefor has been received by the Employer, Executive may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim, including attorneys’ fees. In any such action, the Employer shall have the burden of proving that Executive was not entitled to the requested indemnification or payment of expenses under applicable law or this Agreement.
(ii) To indemnify Executive for any expenses incurred by Executive with respect to any Proceeding instituted by Executive to enforce or interpret this Agreement, unless Executive is successful in establishing Executive’s right to indemnification in such Proceeding, in whole or in part; provided, however, that nothing in this Section 9(d)(ii) is intended to limit the Employer’s obligation with respect to the advancement of expenses to Executive in connection with any Proceeding instituted by Executive to enforce or interpret this Agreement, as provided in Section 9(c) above.
(iii) To indemnify Executive in connection with proceedings or claims involving the enforcement of the provisions of this Agreement (other than as otherwise specifically provided for in this Section 9) or any other employment, severance or compensation plan or agreement that Executive may be a party to, or beneficiary of, with the Employer or any other Company.
(iv) To indemnify Executive on account of any proceeding with respect to which final judgment is rendered against Executive for payment or an accounting of profits arising from the purchase or sale by Executive of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, any similar successor statute, or similar provisions of state statutory law or common law.
Limitations on Claims. (a) Neither Party shall have any obligation to indemnify the other Indemnified Party until the aggregate amount of all Losses incurred by such Party that are subject to indemnification pursuant to this Article 11 equals or exceeds two percent (2%) of the Purchase Price (the “Deductible”) in which event the Indemnifying Party shall be liable for Losses only to the extent they are in excess of the Deductible; provided that, the Deductible shall not apply to Losses resulting from, arising out of or relating to (i) any willful breach of any representation or warranty, or (ii) fraud.
(b) Neither Party shall have any obligation to indemnify the other Indemnified Party in connection with any single item or group of related items that result in Losses that are subject to indemnification in the aggregate of less than One Hundred Thousand Dollars ($100,000).
(c) Except as otherwise provided in Section 11.04(d), the aggregate liability of the Indemnifying Parties under this Article 11 resulting from breaches of representations or warranties herein and in any certificates delivered pursuant hereto shall be limited to an amount equal to twelve and one half percent (12.5%) of the Purchase Price (the “Cap”); provided that, the Cap shall not apply to Losses resulting from, arising out of or relating to (i) any willful breach of any representation or warranty or (ii) fraud; and, provided further, that the Cap shall not apply to Purchaser’s payment obligation under Section 2.02.
(d) The amount of any claim pursuant to this Article 11 will be reduced by the amount of any insurance proceeds actually recovered (less the cost to collect the proceeds of such insurance and the amount, if any, of any retroactive or other premium adjustments reasonably attributable thereto) and the amount of any Tax benefit (which for this purpose means any reduction in cash Taxes payable that would otherwise be due or the receipt of a refund of Taxes by the Indemnified Parties, in each case only with respect to the taxable year in which the Loss was incurred or paid) to the Indemnified Party in respect of such claim or the facts or events giving rise to such indemnity obligation. If the Indemnified Party realizes such Tax benefit after the date on which an indemnity payment has been made to the Indemnified Party, the Indemnified Party shall promptly make payment to the Indemnifying Party in an amount equal to such Tax benefit; provided that such payment shall not exceed the amount of the indemnity...
Limitations on Claims. 7.1 The definitions and rules of interpretation in this clause apply in this agreement. Claim: a claim for breach of any of the Warranties. Substantiated Claim: a Claim in respect of which liability is admitted by the party against whom such Claim is brought, or which has been adjudicated on by a Court of competent jurisdiction and no right of appeal lies in respect of such adjudication, or the parties are debarred by passage of time or otherwise from making an appeal. A Claim is connected with another Claim or Substantiated Claim if they all arise out of the occurrence of the same event or relate to the same subject matter.
7.2 This clause limits the liability of the Sellers in relation to any Claim and any claim under the Tax Covenant.
7.3 The liability of the Sellers for all Substantiated Claims and all claims under the Tax Covenant when taken together shall not exceed £400,000.
7.4 The Sellers shall not be liable for a Claim or a claim under the Tax Covenant unless the amount of all Substantiated Claims and all claims under the Tax Covenant when taken together, exceeds £25,000 in which case the whole amount (and not just the amount by which the limit in this clause 7.4 is exceeded) is recoverable by the Buyer.
7.5 The Sellers are not liable for a Claim to the extent that the Claim:
(a) relates to matters Disclosed; or
(b) relates to any matter specifically and fully provided for in the Accounts.
7.6 The Sellers are not liable for a Claim or a claim under the Tax Covenant unless the Buyer has given the Sellers notice in writing of the Claim or the claim under the Tax Covenant, summarising the nature of the Claim or claim under the Tax Covenant as far as is known to the Buyer and the amount claimed:
(a) in the case of a claim made under the Tax Warranties or the Tax Covenant, within the period of seven years beginning with the Completion Date; and
(b) in any other case, within the period of two years beginning with the Completion Date.
7.7 Nothing in clause 7 applies to a Claim or a claim under the Tax Covenant that arises or is delayed as a result of dishonesty, fraud, wilful misconduct or wilful concealment by the Sellers, their agents or advisers.
7.8 The Sellers shall not plead the Limitation ▇▇▇ ▇▇▇▇ in respect of any claims made under the Tax Warranties or Tax Covenant up to seven years after the Completion Date.
Limitations on Claims. 6.1 The definitions and rules of interpretation in this clause apply in this Agreement “Claim” a claim for breach of any of the Warranties “Substantiated Claim” a Claim in respect of which liability is admitted by the party against whom such Claim is brought, or which has been adjudicated on by a Court of competent jurisdiction and no right of appeal lies in respect of such adjudication, or the parties are debarred by passage of time or otherwise from making an appeal A Claim is connected with another Claim or Substantiated Claim if they all arise out of the occurrence of the same event or relate to the same subject matter
6.2 This clause limits the liability of the Seller in relation to any Claim
6.3 The liability of the Seller for all Substantiated Claims when taken together shall not exceed £350,000
6.4 The Seller shall not be liable for a Claim unless:
6.4.1 the amount of a Substantiated Claim, or of a series of connected Substantiated Claims of which that Substantiated Claim is one, exceeds £1,000; and
6.4.2 the amount of all Substantiated Claims that are not excluded under clause 6.4.1 when taken together, exceeds £10,000, in which case the whole amount (and not just the amount by which the limit in this clause 6.4.2 is exceeded) is recoverable by the Buyer
6.5 The Seller is not liable for any Claim to the extent that the Claim:
6.5.1 relates to matters Disclosed; or
6.5.2 relates to any matter specifically and fully provided for in the Accounts
6.6 The Seller is not liable for a Claim unless the Buyer has given the Seller notice in writing of the Claim, summarising the nature of the Claim as far as it is known to the Buyer and the amount claimed is within the period of 6 months beginning with the Completion Date
6.7 Nothing in this clause 6 applies to a Claim that arises or is delayed as a result of dishonesty, fraud, wilful misconduct or wilful concealment by the Seller, its agents or advisers 7 ASSIGNMENT OF PROPERTY LEASES, COVENANT & INDEMNITIES
7.1 The Buyer agrees to procure that the Property Leases are properly assigned at the Seller’s cost to TRM (ATM) Limited (“ATM”) as soon as possible following Completion
7.2 Prior to Completion the Seller shall use all reasonable endeavours to obtain the grant of any reversioner’s licences necessary to enable the Property Leases to be assigned and to assist with the obtaining of such licences the Seller shall procure that ATM shall supply such information and references as may be required by the reversio...
Limitations on Claims. 8.1 The limitations set out in this Agreement (including this clause 8) shall not apply to any Relevant Claim which is the consequence of fraud, dishonesty or deliberate concealment by or on behalf of a Warrantor, a Seller or UM (as applicable) in respect of any Warranties or Fundamental Warranties (as applicable).
8.2 No Claim may be made against any Warrantor unless written notice of that Claim is served on any Warrantor giving reasonable details of the Claim by no later than the date falling eighteen (18) months from the Completion Date. Failure to give reasonable details of any Claim shall not prevent UM from proceeding with any Claim otherwise made properly under this Agreement.
8.3 A Claim will be deemed to be withdrawn (if it has not been previously satisfied, settled or withdrawn and no new Claim may be made in respect of the facts giving rise to such withdrawn Claim) unless proceedings in respect of that Claim have been issued before the date falling six (6) months after the date on which such Claim is notified in accordance with clause 8.2. For these purposes, proceedings in respect of a Claim will be deemed to have been “issued” on the date entered on the claim form issued by the court at the request of the relevant claimant.
8.4 No Fundamental Warranty Claim may be made against any Seller (including, for the avoidance of doubt, any Warrantor) or UM (as applicable) unless written notice of that Fundamental Warranty Claim is served on any Seller (including, for the avoidance of doubt, any Warrantor) or UM (as applicable) giving reasonable details of that Fundamental Warranty Claim by no later than the date falling three (3) years from the Completion Date. Failure to give reasonable details of any Fundamental Warranty Claim shall not prevent UM or any Seller (as applicable) from proceeding with any Fundamental Warranty Claim otherwise made properly under this Agreement.
8.5 A Fundamental Warranty Claim will be deemed to be withdrawn (if it has not been previously satisfied, settled or withdrawn and no new Fundamental Warranty Claim may be made in respect of the facts giving rise to such withdrawn Fundamental Warranty Claim) unless proceedings in respect of that Fundamental Warranty Claim have been issued before the date falling twelve (12) months after the date on which such Fundamental Warranty Claim is notified in accordance with clause 8.4. For these purposes, proceedings in respect of a Fundamental Warranty Claim will be deemed to have been “i...
Limitations on Claims. Any claim or controversy otherwise arbitrable hereunder shall be deemed waived, and no such claim or controversy shall be made or raised, unless a request for arbitration thereof has been given as provided below to the other party in writing not later than six (6) months after the date on which the facts giving rise to the claim or controversy first arose.
Limitations on Claims. Irrespective of the cause or form of action, the aggregate liability of a party for any claims, losses, or damages arising out of any breach of this License Agreement by such party shall in no circumstances exceed the amount of the Fee paid by the Licensee to the Licensor under this License Agreement in respect of the term of this License Agreement during which such claim, loss or damage occurred. The foregoing limitation of liability and exclusion of certain damages shall apply regardless of the success or effectiveness of other remedies.
Limitations on Claims. To the extent permitted by law and unless prohibited by law, You agree that You must file any claim, or cause of action arising out of or related to access to and/or use of the Services or otherwise relating to this Agreement within five (5) years after the events giving rise to such request, claim, or cause of action, or You shall be forever barred from filing such request, claim or cause of action. This Agreement shall not be subject to the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
Limitations on Claims. 8.1 The definitions and rules of interpretation in this clause apply in this agreement.
Limitations on Claims. 1. Signing this Contract does not constitute accreditation by the IOAS or approval by the relevant scheme owner.
2. Accreditation by the IOAS is deemed granted when a certificate of accreditation is issued by IOAS.
3. Approval, recognition, licensing or accreditation by scheme owners based on IOAS assessment shall be by the appropriate scheme owner and shall be deemed granted when said scheme owner has issued a document or notification confirming such.
4. Claims of approval, recognition, licensing or accreditation may be made by the CB only with regard to the scope of approved accreditation, as stated and updated on IOAS web site (▇▇▇.▇▇▇▇.▇▇▇) or as agreed separately with the scheme owner.
5. Claims by the CB pertaining to accreditation by IOAS must be in writing on official documents of the CB, and only after IOAS has made the accreditation decision.
6. After being accredited by IOAS, the CB shall use the IOAS accreditation symbol in accordance with IOAS policy, “PL0515 – Use of IOAS Accreditation Symbol”. The accreditation symbol shall not be affixed on its own or used to imply that a product has been certified or approved by the CB.
7. The right to any claim by the CB is non-transferrable.