No liability for contingent or non Sample Clauses

No liability for contingent or non quantifiable claims If any breach of the Warranties (other than the Tax Warranties) arises by reason of some liability of the relevant Seller’s Target Company, other relevant member of the Seller’s Retained Group or the Purchaser which, at the time such breach or claim is notified to the Seller, is contingent only or otherwise not capable of being quantified, then the Seller shall not be under any obligation to make any payment in respect of such breach or claim unless and until such liability ceases to be contingent or becomes capable of being quantified.
Sample 1Sample 2Sample 3See All (6)
AutoNDA by SimpleDocs
No liability for contingent or non. Quantifiable Claims). In the event of an inconsistency between Schedule 4 and the provisions of this clause 9, then the provisions of this clause 9 shall prevail.
Sample 1
No liability for contingent or non. QUANTIFIABLE CLAIMS If any breach of the Warranties or claim under the Environmental Deed arises by reason of some liability of the Purchaser or of an Avery Berkel Group Company which, at the time such breach or claim is notified to GEC, is contingent only or otherwise not capable of being quantified, then GEC shall not be under any obligation to make any payment in respect of such breach or claim unless and until such liability ceases to be contingent or becomes capable of being quantified, as the case may be. So long as such claim shall have been notified to GEC in accordance with paragraph 3.2 or clause 4 of the Environmental Deed (as applicable) above, then the proviso to paragraph 3.2 or clause 4 of the Environmental Deed (as applicable) shall be amended in relation to such claim so as to require that legal proceedings be commenced (as described therein) within six months from the date on which the said liability ceases to be contingent or becomes capable of being quantified, as the case may be, in order for the liability of GEC in respect of such claim not to determine.
Sample 1
No liability for contingent or non. QUANTIFIABLE CLAIMS If any breach of the Warranties arises by reason of some liability of EE which, at the time such breach or claim is notified to EE Holdco, is contingent only or otherwise not capable of being quantified, then EE Holdco shall not be under any obligation to make any payment in respect of such breach or claim unless and until such liability ceases to be contingent or becomes capable of being quantified, as the case may be. So long as such claim shall have been notified to EE Holdco in accordance with paragraph 2.2, as appropriate, then the proviso to paragraph 2.2 shall be amended in relation to such claim so as to require that legal proceedings be commenced within nine months from the date on which the said liability ceases to be contingent or becomes capable of being quantified, as the case may be, in order for the liability of EE Holdco not to determine.
Sample 1
No liability for contingent or non. QUANTIFIABLE CLAIMS ------------------------------------------------------ If any breach of the Defaulting Party's Obligations arises by reason of some liability which, at the time such breach or claim is notified to the Defaulting Party, is contingent only or otherwise not capable of being quantified, then the Defaulting Party shall not be under any obligation to make any payment in respect of such breach or claim unless and until such liability ceases to be contingent or becomes capable of being quantified, as the case may be, before six years from Completion. So long as such claim shall have been notified to the Defaulting Party in accordance with paragraph 3 above, then the first proviso to that paragraph shall be amended in relation to such claim so as to require that (subject to the six year limit imposed in the previous sentence) legal proceedings be commenced within six months from the date on which the said liability ceases to be contingent or becomes capable of being quantified, as the case may be, in order for the liability of the Defaulting Party not to determine.
Sample 1
No liability for contingent or non. QUANTIFIABLE CLAIMS If any breach of the Warranties arises by reason of some liability of any member of the Group which, at the time any such claim is notified to the Seller, is contingent only or otherwise not capable of being quantified, then the Seller shall not be under any obligation to make any payment in respect of such claim unless and until such liability ceases to be contingent or becomes capable of being quantified, as the case may be. Notwithstanding paragraph 2 above, any claim made under the Warranties and notified pursuant to paragraph 2 of this Schedule which is contingent only or otherwise not capable of being quantified at the time such claim was made, shall not absolutely determine unless legal proceedings in respect of such claim shall not have been commenced within 18 months of the contingent liability ceasing to be so contingent or becoming quantifiable, as the case may be PROVIDED THAT no such notified claim shall remain outstanding for longer than the sixth anniversary of the Completion Date.
Sample 1

Related to No liability for contingent or non

  • No Liability for Acts of Others Without limiting the foregoing limitations of liability contained in this Section 9.2, a Trustee shall not be responsible for or liable in any event for any neglect or wrongdoing of any officer, employee, investment adviser, sub-adviser, principal underwriter, custodian or other agent of the Trust, nor shall any Trustee be responsible or liable for the act or omission of any other Trustee (or for the failure to compel in any way any former or acting Trustee to redress any breach of trust), except in the case of such Trustee's own willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office.

  • No Liability for Termination Neither party will be liable to the other for any termination or expiration of this Agreement in accordance with its terms.

  • No Liability for Ordinary Negligence Neither Silicon, nor any of its directors, officers, employees, agents, attorneys or any other Person affiliated with or representing Silicon shall be liable for any claims, demands, losses or damages, of any kind whatsoever, made, claimed, incurred or suffered by Borrower or any other party through the ordinary negligence of Silicon, or any of its directors, officers, employees, agents, attorneys or any other Person affiliated with or representing Silicon, but nothing herein shall relieve Silicon from liability for its own gross negligence or willful misconduct.

  • No Liability for Interest Unless otherwise agreed with the Company, the Warrant Agent shall have no liability for interest on any monies at any time received by it pursuant to any of the provisions of this Agreement or of the Warrant Certificates.

  • No Liability of Member Except as otherwise specifically provided in the Act, the Member shall not have any personal liability for the obligations of the Company. Except as provided in Section 4.1, the Member shall not be obligated to contribute funds or loan money to the Company.

  • Liability for Others Neither the Company nor any of its subsidiaries has any liability for any material Taxes of any person other than the Company and its subsidiaries (i) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), (ii) as a transferee or successor, (iii) by contract or (iv) otherwise.

  • No Liability Until Receipt The Custodian shall not be liable for, or considered to be the Custodian of, any money, whether or not represented by any check, draft, or other instrument for the payment of money, received by it on behalf of the Series, until the Custodian actually receives and collects such money.

  • No Liability for Investments None of the Depositor, the Servicer, the Indenture Trustee or the Qualified Institution maintaining any Bank Account will be liable for the selection of Permitted Investments or for investment losses incurred on Permitted Investments (other than in the capacity as obligor, if applicable).

  • No Liability Bank shall not be responsible or liable for any shortage or discrepancy in, damage to, or loss or destruction of, any goods, the sale or other disposition of which gives rise to an Account, or for any error, act, omission, or delay of any kind occurring in the settlement, failure to settle, collection or failure to collect any Account, or for settling any Account in good faith for less than the full amount thereof, nor shall Bank be deemed to be responsible for any of Borrower’s obligations under any contract or agreement giving rise to an Account. Nothing herein shall, however, relieve Bank from liability for its own gross negligence or willful misconduct.

  • No Liability of Others The Administrator’s obligations under this Agreement are corporate obligations. No Person will have recourse, directly or indirectly, against any member, manager, officer, director, employee or agent of the Administrator for the Administrator’s obligations under this Agreement.

Time is Money Join Law Insider Premium to draft better contracts faster.