Liability Limited (a) The Lenders, the Agent, the Credit Parties, the Owner Trustee and the Holders each acknowledge and agree that the Owner Trustee is (except as otherwise expressly provided herein or therein) entering into this Agreement and the other Operative Agreements to which it is a party (other than the Trust Agreement and to the extent otherwise provided in Section 6.1 of this Agreement), solely in its capacity as trustee under the Trust Agreement and not in its individual capacity and that the Trust Company shall not be liable or accountable under any circumstances whatsoever in its individual capacity for or on account of any statements, representations, warranties, covenants or obligations stated to be those of the Owner Trustee, except for its own gross negligence or willful misconduct and as otherwise expressly provided herein or in the other Operative Agreements.
Warranty; Limitation of Liability (a) Supplier warrants that all PET Preforms sold to Purchaser (i) shall be free from defects in workmanship and materials, except for any defects arising out of actions taken by or at the direction of Purchaser or materials provided by or on behalf of Purchaser and (ii) shall comply with the historical specifications for Existing PET Preforms and with any agreed upon specifications for New PET Preforms. Supplier’s liability under this warranty, whether in contract or tort, shall be limited exclusively to the repayment of the purchase price of the defective PET Preforms. Supplier will make no other warranties with respect to the PET Preforms. OTHER THAN THE ABOVE WARRANTY, SUPPLIER MAKES NO WARRANTY, WHETHER OF MERCHANTABILITY, FITNESS OR OTHERWISE, EXPRESS OR IMPLIED, IN FACT OR BY LAW, AND SUPPLIER SHALL HAVE NO FURTHER OBLIGATION OR LIABILITY UNDER THE ABOVE WARRANTY OR WITH RESPECT TO THE PET PREFORMS. SUBJECT TO THE FOLLOWING SENTENCE, SUPPLIER SHALL IN NO EVENT BE LIABLE FOR PUNITIVE, CONSEQUENTIAL OR INCIDENTAL DAMAGES.
Liability of Limited Partners Except as provided in the following sentence, notwithstanding the provisions hereof for the allocation of the Partnership’s net losses and for the distribution of cash to the Partners by the Partnership, the Limited Partners shall not be responsible or obligated to any third parties for any debts or liabilities of the Partnership in excess of such Limited Partner’s unrecovered contributions to the capital of the Partnership and such Limited Partner’s share of any undistributed profits of the Partnership.
Limited Liability of Limited Partners (1) Each Unit of Limited Partnership Interest, when purchased by a Limited Partner, subject to the qualifications set forth below, shall be fully paid and non-assessable.
Limited By: -------------------------------------- Name: Title: APW ENCLOSURES LIMITED By: -------------------------------------- Name: Title: APW FINANCE LIMITED By: -------------------------------------- Name: Title: APW GALWAY LIMITED By: -------------------------------------- Name: Title: APW HOLDING B.V. By: -------------------------------------- Name: Title: APW HOLDINGS (EUROPE) LIMITED By: -------------------------------------- Name: Title: Guarantor Consent to Second Amendment to DIP Credit Agreement APW INVESTMENTS UK LIMITED By: -------------------------------------- Name: Title: APW MAYVILLE LLC By: -------------------------------------- Name: Title: APW NETHERLANDS B.V. By: -------------------------------------- Name: Title: APW NEW FOREST LIMITED By: -------------------------------------- Name: Title: APW NORTH AMERICA INC. By: -------------------------------------- Name: Title: APW POWER SUPPLIES AS By: -------------------------------------- Name: Title: Guarantor Consent to Second Amendment to DIP Credit Agreement APW POWER SUPPLIES LTD. By: -------------------------------------- Name: Title: APW PRODUCTS AND SYSTEMS B.V. By: -------------------------------------- Name: Title: APW-ERIE, INC. By: -------------------------------------- Name: Title: ASPEN MOTION TECHNOLOGIES INC. By: -------------------------------------- Name: Title: C FAB DEVELOPMENTS LTD. By: -------------------------------------- Name: Title: CIPRESMAD HUNGARY GROUP FINANCING LLC By: -------------------------------------- Name: Title: Guarantor Consent to Second Amendment to DIP Credit Agreement XXXX INDUSTRIES INC. By: -------------------------------------- Name: Title: ELECTRONIC SOLUTIONS By: -------------------------------------- Name: Title: XXXXXXXX ELECTRONICS LIMITED By: -------------------------------------- Name: Title: XXXXXXXX SECURITY SYSTEMS LTD. By: -------------------------------------- Name: Title: INNOVATIVE METAL FABRICATION, INC. By: -------------------------------------- Name: Title: J XXXXXXX MANUFACTURING (IRELAND) LTD. By: -------------------------------------- Name: Title: Guarantor Consent to Second Amendment to DIP Credit Agreement XXXXXX MIDWEST CORPORATION By: -------------------------------------- Name: Title: XXXXXX WEST INC. By: -------------------------------------- Name: Title: PRECISION FABRICATION TECHNOLOGIES INC. By: -------------------------------------- Name: Title: TOWERFLAME LIMITED By: -------------------------------------- Name: Title: XXXXXX LINE EUROPE B.V. By: -------------------------------------- Name: Title: XXXXXX LINE LIMITED By: -------------------------------------- Name: Title: Guarantor Consent to Second Amendment to DIP Credit Agreement XXXXXX LINE LLC (formerly known as APW Xxxxxx Line LLC) By: -------------------------------------- Name: Title: ZERO-EAST DIVISION, ZERO CORPORATION By: -------------------------------------- Name: Title: Guarantor Consent to Second Amendment to DIP Credit Agreement Schedule 7.2(c)(vi) Investment in Non-Guarantor Locations Additional Investment in China $5,600,000 APW Shanghai Ltd. (PRC) was originally incorporated in China with $10 million of registered capital. The agreement with the Chinese authorities, in exchange for receiving the land for free, is to fully satisfy the registered capital requirement by January 2003. To date, APW Shanghai has $4.4 million of capital, thus requiring an additional $5.6 million by January 2003. The current plan is to satisfy the $5.6 million capital requirement by capitalizing the $4.5 million inter-company loan between APW Shanghai Ltd. and APW Hungary and providing an additional $1.1 million of cash. Although not yet provided in writing, APW has received verbal approval to extend the timing of the required capitalization to June 2003. Additional Investment in Poland $1,900,000 for transfer of equipment $1,600,000 for start-up, working capital The expansion into Bydgoszcz and Plonsk will require $1.6 million of cash for start-up costs, working capital requirements, salaries, lease, etc. In addition, $1.9 million of idle equipment will be transferred to the Plonsk facility by February 2003. Repurchase of Hong Kong share capital during 2003 Third Fiscal Quarter $2,000,000 In February 2001, APW and Xxxxxxx Xxxx signed an agreement for APW to purchase the 50% share of the business from Xx. Xxxx. Valuation of this 50% share was established as 6X EBIT as of December 31, 2000 x 50% or $2 million. Timing of this transaction has been delayed as APW has investigated the possibility that the contract may have been non-binding. Although APW continues to pursue other avenues to reduce or eliminate this obligation, legal counsel has advised that the contract is legally binding and must be satisfied. Timing is expected to be Q2 of FY 03. Repurchase of Singapore share capital during 2003 Third Fiscal Quarter $4,000,000 In March 2000, APW and Xxxx Xxx signed an agreement for APW to purchase a 52% stake in the Singapore operations. The deal included an option for Xx. Xxx to put the 48% of the business he owns back to APW based on several valuation calculations. Xx. Xxx exercised his put option in September 2001 with a required payment of $4 million. APW has pursued other
Shares and Limitation of Personal Liability Section 7. Shares shall be deemed to be personal property giving only the rights provided in this Declaration or the Bylaws. Every Shareholder by virtue of having become a Shareholder shall be held to have expressly assented and agreed to the terms of this Declaration and the Bylaws and to have become a party hereto and thereto. The death of a Shareholder during the continuance of the Trust shall not operate to terminate the same nor entitle the representative of any deceased Shareholder to an accounting or to take any action in court or elsewhere against the Trust or the Trustees, but only to the rights of said decedent under this Trust. Ownership of Shares shall not entitle the Shareholder to any title in or to the whole or any part of the Trust property or right to call for a partition or division of the same or for an accounting, nor shall the ownership of Shares constitute the Shareholders partners. Neither the Trust nor the Trustees, nor any officer, employee or agent of the Trust, shall have any power to bind personally any Shareholder, nor except as specifically provided herein to call upon any Shareholder for the payment of any sum of money or assessment whatsoever other than such as the Shareholder may at any time personally agree to pay.
Liability Limitation EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, EACH PARTY’S LIABLITY HEREUNDER WILL BE LIMITED TO DIRECT DAMAGES, AND IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE, PROFITS OR BUSINESS. THE EXCLUSIONS AND LIMITATIONS OF THIS SECTION DO NOT APPLY TO ANY CLAIMS FOR WHICH A PARTY HAS AN OBLIGATION OF INDEMNITY UNDER THIS AGREEMENT; ANY GROSSLY NEGLIGENT, WILLFUL OR FRAUDULENT ACT OR OMISSION; BREACH OF OBLIGATIONS REGARDING CONFIDENTIALITY OR INTELLECTUAL PROPERTY; OR LIABILITY ARISING FOR BODILY INJURY OF A PERSON, OR IN STATES THAT PROHIBIT THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LIMITATIONS OR THE DURATION OF AN IMPLIED WARRANTY.
Indemnity; Limitation of Liability As an officer of the Company, the Executive shall be entitled to indemnity and limitation of liability as provided pursuant to the Company’s Articles of Incorporation, bylaws and any other governing document, as the same shall be amended from time to time.
Limitation on Liability of Limited Partners No Limited Partner shall be liable for any debts, liabilities, contracts or obligations of the Partnership. A Limited Partner shall be liable to the Partnership only to make payments of its Capital Contribution, if any, as and when due hereunder. After its Capital Contribution is fully paid, no Limited Partner shall, except as otherwise required by the Act, be required to make any further Capital Contributions or other payments or lend any funds to the Partnership.
Guaranty; Limitation of Liability (a) Each Guarantor hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of the Borrower and each other Loan Party now or hereafter existing under or in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including, without limitation, fees and expenses of counsel) incurred by the Administrative Agent or any other Secured Party in enforcing any rights under this Agreement or any other Loan Document. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Loan Party to any Secured Party under or in respect of the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Loan Party. This Guaranty is a guaranty of payment and not merely of collection.
