Common use of Special Limitations Clause in Contracts

Special Limitations. Notwithstanding anything in this Agreement to the contrary (other than the second sentence of Section 15(a)(ii): (i) If FWRLP does not elect to terminate this Agreement within the Feasibility Period pursuant to the terms of Section 14 below, then the representations and warranties made by the Contributors or the General Partners in this Agreement (as well as the specific facts and/or conditions which were the subject of such representations and/or warranties) shall be deemed modified to account appropriately for every fact or other matter which came to the attention of FWRLP, or FWRLP's employees, agents or representatives during the course of the Feasibility Period (other than such fact or matter which was due to the willful misconduct or bad faith of the Contributors or the General Partners), which fact or matter was inconsistent with the Contributors' or General Partners' representation(s) or warranty(ies) set forth herein, it being the intent and agreement of the parties that FWRLP shall not have the right or ability to claim that the inaccuracy of any representation set forth herein (provided that such inaccuracy was not due to the willful misconduct or bad faith of Contributors or the General Partners) which was actually known to FWRLP (or its employees, agents and/or representatives) as of the end of the Feasibility Period constitutes either a default by the Contributors or the General Partners or a failure of a condition to Closing hereunder; (ii) If FWRLP elects to consummate the Closing under this Agreement despite the failure of any of the conditions set forth in Section 9 below, which failure is actually known to FWRLP prior to Closing, including without limitation the failure of any representation or warranty of the Contributors or General Partners contained herein to be true and correct as of the time of Closing (provided such failure was not the result of the willful misconduct or bad faith of Contributors or the General Partners), then unless Contributors or the General Partners expressly agree in writing to the contrary at the time of Closing, FWRLP shall be deemed to have waived any claims against the Contributors or General Partners arising out of such failure, and, in such event, the Contributors and General Partners shall have no post-Closing liability to FWRLP with respect thereto. (iii) FWRLP shall not be entitled to assert any claim against the Contributors or General Partners with respect to the inaccuracy of any representation or warranty made by the Contributors or General Partners (provided that such inaccuracy was not due to the willful misconduct or bad faith of Contributors or the General Partners), to the extent such inaccuracy was actually known to FWRLP, or FWRLP's employees, agents and/or representatives, as of or prior to the time of Closing and FWRLP elects to consummate the Closing under this Agreement, it being the intent and agreement of the parties that FWRLP shall not have the right or ability to consummate the Closing and thereafter assert a claim for breach of a warranty or representation by Contributors which was actually known to FWRLP or its representatives as of or prior to Closing. (iv) If a matter represented by the Contributors or General Partners hereunder was true as of the date of execution of this Agreement, but subsequently is rendered inaccurate due to the occurrence of events or due to a cause other than the Contributors' or General Partners' intentional misconduct or bad faith, or intentional breach of this Agreement, then such inaccuracy shall not constitute a default by the Contributors or General Partners under this Agreement, even though the same might constitute a failure of a condition to the Closing (subject to subsections 6(y)(i)-(iii) above).

Special Limitations. Notwithstanding anything (a) GRANTORS each reserve the unqualified right to use the M▇▇▇ in this Agreement any manner and at all times and to license, franchise or otherwise exploit the contrary (M▇▇▇ in connection with the manufacture, distribution, advertisement and sale of the GOODS outside the TERRITORY, and in connection with the manufacture, distribution, advertisement and sale within the TERRITORY of any and all articles of merchandise other than the second sentence of Section 15(a)(ii):GOODS. (i) If FWRLP does GRANTEE shall not elect to terminate this Agreement within sublicense the Feasibility Period pursuant to the terms of Section 14 below, then the representations and warranties made by the Contributors license or the General Partners in this Agreement (as well as the specific facts and/or conditions which were the subject of such representations and/or warranties) shall be deemed modified to account appropriately for every fact or other matter which came to the attention of FWRLP, or FWRLP's employees, agents or representatives during the course any of the Feasibility Period (other than such fact or matter which was due to the willful misconduct or bad faith of the Contributors or the General Partners), which fact or matter was inconsistent with the Contributors' or General Partners' representation(s) or warranty(ies) set forth herein, it being the intent and agreement of the parties that FWRLP shall not have the right or ability to claim that the inaccuracy of any representation set forth rights herein (provided that such inaccuracy was not due to the willful misconduct or bad faith of Contributors or the General Partners) which was actually known to FWRLP (or its employees, agents and/or representatives) as of the end of the Feasibility Period constitutes either a default by the Contributors or the General Partners or a failure of a condition to Closing hereunder;granted. (ii) If FWRLP elects to consummate GRANTEE shall not contract or subcontract, except as provided in this Paragraph (ii), for the Closing under this Agreement despite the failure performance of any of its rights and obligations under this Agreement. GRANTEE may contract for the manufacture of the GOODS, provided that GRANTEE shall take any and all action necessary to ensure that GRANTEE'S contractors only manufacture GOODS which fully conform to all the applicable terms and conditions set forth in Section 9 belowof this Agreement. Such action shall include, without limitation, obtaining a written agreement from each contractor, which failure is actually known shall promptly be delivered to FWRLP prior GRANTORS, to Closing, including without limitation the failure of effect that such contractor shall manufacture the GOODS in strict conformity with this Agreement; that such contractor shall not claim any representation or warranty right to use the M▇▇▇ except in connection with the manufacture of the Contributors GOODS; that such contractor shall not question, attack, or General Partners contained herein to be true and correct as in any other manner impugn the validity of the time M▇▇▇, its registration, or GRANTORS' rights in and to the M▇▇▇; and that upon expiration or earlier termination for whatever reason of Closing (provided this Agreement, such failure was not contractor shall immediately discontinue the result use of the willful misconduct M▇▇▇. However, all the acts committed by GRANTEE'S contractors in connection with the matters contemplated by this Agreement, whether committed with or bad faith of Contributors without GRANTEE'S knowledge or the General Partners)consent, then unless Contributors or the General Partners expressly agree in writing to the contrary at the time of Closing, FWRLP shall be deemed to have waived be the acts of GRANTEE. Whenever in this Agreement it is provided that GRANTEE shall take any claims against the Contributors action or General Partners arising out of such failure, and, in such event, the Contributors and General Partners shall have no post-Closing liability to FWRLP with respect thereto. (iii) FWRLP shall not be entitled to assert DC 174881.1 02272 00307 5/23/00 3:15 PM -3- refrain from taking any claim against the Contributors or General Partners action with respect to the inaccuracy manufacture of the GOODS, and GRANTEE has contracted for the manufacture of the GOODS, such provision shall also require the GRANTEE to have caused its contractor to so act or refrain from acting. (c) GRANTEE recognizes that GOTTEX ISRAEL is the sole owner of the M▇▇▇ and that, on the date of this Agreement, GOTTEX ISRAEL has the sole right to grant the license herein granted. GRANTEE shall not question, contest or in any representation manner impugn the validity of the M▇▇▇, its registrations, or warranty made by the Contributors or General Partners (provided that such inaccuracy was not due GRANTORS' rights with respect to the willful misconduct M▇▇▇ or bad faith of Contributors or the General Partners), in and to the extent such inaccuracy was actually known license herein granted, including, but not limited to, in any action in which enforcement of the provisions of this Agreement is sought. GRANTEE shall not become an adverse party to FWRLP, litigation in which others shall contest the validity of the M▇▇▇ or FWRLP's employees, agents and/or representatives, as of or prior GRANTORS' rights in and to the time of Closing M▇▇▇ and FWRLP elects GRANTEE shall not in any way seek to consummate the Closing avoid its obligations under this Agreement, it being the intent and agreement except as provided in Sub- section 10(d) herein, because of the parties that FWRLP shall not have the right or ability to consummate the Closing and thereafter assert a claim for breach of a warranty or representation by Contributors which was actually known to FWRLP or its representatives as of or prior to Closing. (iv) If a matter represented by the Contributors or General Partners hereunder was true as alleged invalidity of the date of execution of this Agreement, but subsequently is rendered inaccurate due to the occurrence of events M▇▇▇ or due to a cause other than the ContributorsGRANTORS' or General Partners' intentional misconduct or bad faith, or intentional breach of this Agreement, then such inaccuracy shall not constitute a default by the Contributors or General Partners under this Agreement, even though the same might constitute a failure of a condition to the Closing (subject to subsections 6(y)(i)-(iii) above)rights.

Special Limitations. Notwithstanding anything in this Agreement to the contrary (other than the second sentence of Section 15(a)(ii15(b)(ii)): (i) If FWRLP Buyer does not elect to terminate this Agreement within the Feasibility Period pursuant to the terms of Section 14 belowDue Diligence Period, then the representations and warranties made by the Contributors Sellers or the General Partners Partner in this Agreement (as well as the specific facts and/or conditions which were the subject of such representations and/or warranties) shall be deemed modified to account appropriately for every fact or other matter which came to the attention of FWRLPBuyer, or FWRLPBuyer's employees, agents or representatives during the course of the Feasibility Due Diligence Period (other than such fact or matter which was due to the willful misconduct or bad faith of the Contributors Sellers or the General PartnersPartner), which fact or matter was inconsistent with the ContributorsSellers' or General PartnersPartner' representation(s) or warranty(ies) set forth herein, it being the intent and agreement of the parties that FWRLP Buyer shall not have the right or ability to claim that the inaccuracy of any representation set forth herein (provided that such inaccuracy was not due to the willful misconduct or bad faith of Contributors Sellers or the General PartnersPartner) which was actually known to FWRLP Buyer (or its employees, agents and/or representatives) as of the end of the Feasibility Due Diligence Period constitutes either a default by the Contributors Sellers or the General Partners Partner or a failure of a condition to Closing hereunder; (ii) If FWRLP Buyer elects to consummate the Closing under this Agreement despite the failure of any of the conditions set forth in Section 9 10 below, which failure is actually known to FWRLP Buyer prior to Closing, including without limitation the failure of any representation or warranty of the Contributors Sellers or General Partners Partner contained herein to be true and correct as of the time of Closing (provided such failure was not the result of the willful misconduct or bad faith of Contributors Sellers or the General PartnersPartner), then unless Contributors Sellers or the General Partners Partner expressly agree in writing to the contrary at the time of Closing, FWRLP Buyer shall be deemed to have waived any claims against the Contributors Sellers or General Partners Partner arising out of such failure, and, in such event, the Contributors Sellers and General Partners Partner shall have no post-Closing liability to FWRLP Buyer with respect thereto. (iii) FWRLP Buyer shall not be entitled to assert any claim against the Contributors Sellers or General Partners Partner with respect to the inaccuracy of any representation or warranty made by the Contributors Sellers or General Partners Partner (provided that such inaccuracy was not due to the willful misconduct or bad faith of Contributors Sellers or the General PartnersPartner), to the extent such inaccuracy was actually known to FWRLPBuyer, or FWRLPBuyer's employees, agents and/or representatives, as of or prior to the time of Closing and FWRLP Buyer elects to consummate the Closing under this Agreement, it being the intent and agreement of the parties that FWRLP Buyer shall not have the right or ability to consummate the Closing and thereafter assert a claim for breach of a warranty or representation by Contributors Sellers which was actually known to FWRLP Buyer or its representatives as of or prior to Closing. (iv) If a matter represented by the Contributors Sellers or General Partners Partner hereunder was true as of the date of execution of this Agreement, but subsequently is rendered inaccurate due to the occurrence of events or due to a cause other than the ContributorsSellers' or General Partners' Partner's intentional misconduct or bad faith, or intentional breach of this Agreement, then such inaccuracy shall not constitute a default by the Contributors Sellers or General Partners Partner under this Agreement, even though the same might constitute a failure of a condition precedent to the Closing (subject buyer's obligation to subsections 6(y)(i)-(iii) above)close under this Agreement.