Limitations on Warranty Claims Clause Samples
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Limitations on Warranty Claims. The limitations set out in this clause 6 shall not apply to any Claim which is: the consequence of fraud, dishonesty, wilful concealment or wilful misrepresentation by or on behalf of the Warrantors; or which is a result of a breach of warranty statements 1.1 and 1.2 (share capital) and 2.4 (questionnaires) of [part 1 of] schedule 5. No Claim may be made against the Warrantors unless written notice of such Claim is served on the Warrantors giving reasonable details of the Claim by (i) no later than the date which is six months after the date on which the Company delivers to the Investors the Board approved audited accounts of the Company for the Financial Year of the Company ending [insert date]; or (ii) two years after the Warranties were last given, whichever is the later. [Note: consider extending term for second tranche warranties] Failure to give reasonable details of any Claims shall not prevent the Investors from proceeding with any Claim otherwise made properly under this agreement. The aggregate liability of the Warrantors in respect of all and any Claims shall be limited to: in the case of the Company, an amount equal to the aggregate amount subscribed by the Investors pursuant to this agreement; and in the case of each of the Founders, £[ ] [Note: insert amount] [together with the proper and reasonable costs of recovery in respect of any Claim incurred by or on behalf of the Investors.] The Warrantors shall not be liable in respect of any Claim unless the aggregate liability for all Claims exceeds £ [Note: insert amount], in which case the Warrantors shall be liable for the entire amount and not merely the excess. [In calculating liability for Claims for the purposes of clause 6.4 above, any Claim which is less than £ (excluding interest, costs and expenses) shall be disregarded. For these purposes, a number of Claims arising out of the same or similar subject matter, facts, events or circumstances shall be aggregated and form a single Claim.] No liability of the Warrantors in respect of any breach of any Warranty shall arise: if such breach occurs by reason of any matter which would not have arisen but for the coming into force of any legislation not in force at the Completion Date or by reason of any change to HMRC’s practice occurring after the Completion Date; to the extent that specific allowance, provision or reserve has been made in the Accounts or in the Management Accounts in respect of the matter to which such liability relates; to t...
Limitations on Warranty Claims. 10.1. The Purchaser shall not be entitled to make any claim against the Seller in respect of a breach of any of the warranties given in terms of clause 9.1 or otherwise in connection with the Sale Shares (“Claim”) unless:
10.1.1. such Claim is notified to the Seller in writing within 36 (thirty six) months of the Closing Date; and
10.1.2. the amount of any such Claim, arising from a single cause of action or a series of interdependent related causes of action, exceeds ▇▇$▇▇▇ ▇▇▇ (▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Dollars); provided that if the requirement in clause 10.1.1 is met and the threshold set out in this clause 10.1.2 is exceeded, then subject to clauses 10.2 and 10.3 the Seller shall be liable to the Purchaser for the full amounts of such Claims (i.e. not just the excess above such threshold).
10.2. The aggregate liability of the Seller to the Purchaser for all Claims, shall be limited to an aggregate amount equal to the Purchase Price.
10.3. The Seller shall not be liable to make payment of any Claim, to the extent that making such payment would be contrary to any law.
Limitations on Warranty Claims. 6.1 The limitations set out in this clause 6 shall not apply to any Claim which is:
6.1.1 the consequence of fraud, dishonesty, wilful concealment or wilful misrepresentation by or on behalf of the Warrantors; or
6.1.2 (in the case of the Company only) which is a result of a breach of warranty statements 1, 3.1 and 5 of part 1 of schedule 5.
6.2 No Claim may be made against the Warrantors unless written notice of such Claim is served on the Warrantors giving reasonable details of the Claim as follows:
6.2.1 in respect of any of the Warranties other than the Taxation Warranties, by (i) no later than the date which is [[six] months after the date on which the Company delivers to the Investor the Board approved audited accounts of the Company for the [first][second] Financial Year of the Company following Completion; or
Limitations on Warranty Claims. (a) No Party shall be liable for any claim for damages actually incurred and resulting from any breach of any of its representations or warranties (Damages) contained in clauses 1.6, 6.1 (including the representations or warranties contained in Schedule 1- B), 6.2, 6.3 or 6.4 (a Warranty Claim):
(i) unless and until the amount of such Warranty Claim or series of related claims exceeds US$75,000; and
(ii) unless and until the amount of such Warranty Claims when aggregated with the amount of all other Warranty Claims against a Party (and excluding any claims excluded by paragraph (i) above) exceeds US$1,000,000 in which event the full value of such claims against it shall be claimable under this Agreement.
(b) The total amount to be paid by any Party under or in connection with Warranty Claims against it under this Agreement shall not under any circumstances exceed an amount equal to an aggregate of US$10,000,000.
(c) No Party shall be liable for any Warranty Claim against it unless it receives from another Party written notice (within sixty (60) days of the other Party becoming aware of such Warranty Claim) containing specific details of the Warranty Claim including the other Party’s estimate (on a without prejudice basis) of the amount of the Warranty Claim. Warranty Claims shall survive for a period of:
(i) eighteen (18) months following the date on which the representation or warranty giving rise to such Warranty Claim was given;
(ii) five (5) years following the date on which a Fundamental Representation giving rise to a Warranty Claim was given; and
(iii) six (6) years after the Closing Date for claims under clause 19.
(d) Notwithstanding anything to the contrary set forth herein, the limitations set forth in clauses 6.5(a) and 6.5(b) will not apply to (i) any Warranty Claim brought with respect to a Fundamental Representation or (ii) any claim under clause 1.6 or clause 19, provided that in no event shall the total paid by any Party in respect of any Warranty Claims and/or any claims under clause 1.6 or clause 19 exceed 50% of the aggregate amount of Investor Cash Contributions actually funded (whether by the Investor or any Guarantor) hereunder as of the date on which the Warranty Claim or claim under clause 1.6 or clause 19 is finally determined.
(e) No liability shall attach to any Party in respect of any Warranty Claim against it to the extent that:
(i) the fact, matter, event or circumstance forming the basis of the Warranty Claim is fairly discl...
Limitations on Warranty Claims. Notwithstanding anything to the contrary in Sections 8.3(a) and (b), above, Indemnitor shall not be obligated to indemnify Indemnitee for any Damages caused by or arising out of, and Indemnitee shall not be entitled to make any claim for Damages due to, any breach of warranty or inaccurate or erroneous representation made by Indemnitor herein (other than representations and warranties with respect to Computec Taxes and ownership of the Computec Stock), in any agreement contemplated hereby, or in any Schedule or Exhibit hereto or thereto, or in any certificate or other instrument delivered or to be delivered by or on behalf of Indemnitor pursuant hereto or thereto (collectively, "Warranty Claims"), unless and until the amount of all of such Indemnitee's claims for Damages caused by or arising out of Warranty Claims, in the aggregate, shall be equal to $200,000, in which case Indemnitee shall be entitled to recover all Damages incurred by Indemnitee in excess of $200,000; provided, however, that if the amount of all of such Indemnitee's claims for Damages caused by or arising out of Warranty Claims, in the aggregate, shall be equal to or exceed 36 42 $250,000, then Indemnitee shall be entitled to recover all Damages incurred by Indemnitee, including such initial $250,000 in Damages.
Limitations on Warranty Claims. (a) No Party shall be entitled to make a Warranty Claim if that Party has been advised in a writing addressed to it and signed by an officer of the advising Party prior to Closing Date of the inaccuracy, non-performance, non-fulfilment or breach which is the basis for such Warranty Claim and that Party completes the Transaction hereunder notwithstanding such inaccuracy, non-performance, non-fulfilment or breach.
(b) The amount of any damages which may be claimed by a Party pursuant to a Warranty Claim shall be calculated to be the cost or loss to that Party after giving effect to any insurance proceeds available to that Party in relation to the matter which is the subject of the Warranty Claim.
(c) Subject to the receipt of all necessary approvals and all applicable laws, the satisfaction of any amounts owing by Sellers to Falcon or Purchaser, or by Falcon or Purchaser to Sellers, may be paid by the indemnifying party through the delivery of either cash or check, in either case such method of payment shall be determined by the indemnifying party in its discretion.
Limitations on Warranty Claims. 4.3.1. The Purchaser shall not be entitled to make a Warranty Claim if the Purchaser has been advised in writing or otherwise has actual knowledge prior to the Closing Date of the inaccuracy, non-performance, non-fulfillment or breach, which is the basis for such Warranty Claim and the Purchaser completes the transactions hereunder notwithstanding such inaccuracy, non-performance, non-fulfillment or breach.
4.3.2. The amount of any Losses that may be claimed by the Purchaser pursuant to a Warranty Claim shall be calculated to be the cost or loss to the Purchaser after giving effect to any insurance proceeds available to the Purchaser in relation to the matter which is the subject of the Warranty Claim.
4.3.3. Notwithstanding any other provisions of this Agreement or of any agreement, certificate or other document made in order to carry out the transactions contemplated hereby, the maximum aggregate liability of the Vendor together in respect of all Warranty Claims by the Purchaser, whether pursuant to Article 8 hereof or otherwise, will be limited to the Purchase Price.
4.3.4. The Vendor will not assert any Warranty Claim by the Purchaser until the aggregate Losses incurred by the Vendor with respect to all Warranty Claims exceeds $25,000.
Limitations on Warranty Claims. (a) Neither the Purchaser nor the Vendor shall be entitled to make a Warranty Claim if the Purchaser or the Vendor, as applicable, has been advised in writing or otherwise has actual knowledge prior to the Completion Time of the inaccuracy, non-performance, non-fulfillment or breach which is the basis for such Warranty Claim and the Purchaser or the Vendor, as applicable, completes the transactions hereunder notwithstanding such inaccuracy, non-performance, non-fulfillment or breach.
(b) The amount of any damages which may be claimed by the Purchaser or the Vendor, as applicable, pursuant to a Warranty Claim shall be calculated to be the cost or loss to the Purchaser or the Vendor, as applicable, after giving effect to:
(i) any insurance proceeds available to the Purchaser or the Vendor, as applicable, in relation to the matter which is the subject of the Warranty Claim, and
(ii) the value of any related, determinable tax benefits realized, or to be realized within a two year period following the date of incurring such cost or loss, by the Purchaser or the Vendor, as applicable, in relation to the matter which is the subject of the Warranty Claim.
(c) The Purchaser or the Vendor, as applicable, shall not be entitled to make any Warranty Claim until the aggregate amount of all damages, losses, liabilities and expenses incurred by the Purchaser or the Vendor, as applicable, as a result of all misrepresentations and breaches of warranties contained in this Agreement or contained in any document or certificate given in order to carry out the transactions contemplated hereby, after taking into account paragraph (b) of this section, is equal to $100,000. After the aggregate amount of such damages, losses, liabilities and expenses incurred by the Purchaser or the Vendor, as applicable, exceeds $100,000, the Purchaser or the Vendor, as applicable, shall only be entitled to make Warranty Claims to the extent that such aggregate amount, after taking into account the provisions of paragraph (b) of this section, exceeds $100,000.
(d) Notwithstanding any other provisions of this Agreement or of any agreement, certificate or other document made in order to carry out the transactions contemplated hereby, except the provisions of section 2.7(c), which shall not be so limited, the maximum aggregate liability of the Vendor or the Purchaser, as applicable, together in respect of all Warranty Claims by the Purchaser or the Vendor, as applicable, will be limited to $1,500,000.
Limitations on Warranty Claims. (a) The Purchaser shall not be entitled to make a Warranty Claim if the Purchaser has been advised in writing or otherwise has actual knowledge prior to the Closing Time of the inaccuracy, non-performance, non-fulfilment or breach which is the basis for such Warranty Claim and the Purchaser completes the transactions hereunder notwithstanding such inaccuracy, non-performance, non- fulfilment or breach.
(b) No Warranty Claim may be made in respect of any individual Warranty Claim unless and until the amount of such Warranty Claim exceeds $25,000.
(c) Notwithstanding any other provisions of this Agreement or of any agreement, certificate or other document made in order to carry out the transactions contemplated hereby, the maximum aggregate liability of the Vendor together in respect of all Warranty Claims by the Purchaser will be limited to the Purchase Price.
Limitations on Warranty Claims clause 6 Employee share options: clause 7 The Board and the Investor Director: clause 8