Liability of the Purchaser. With respect to the Purchaser, the Borrower assumes any and all risks with respect to the acts or omissions of each of the Issuer, the Trustee and the Paying Agent in connection with this Agreement or any amounts made available by the Purchaser hereunder. Neither the Purchaser nor any of the officers, directors, employees or agents thereof shall be liable or responsible for any of the following: (i) the use that may be made of the Bond Proceeds or any amounts made available by the Purchaser hereunder or for any acts or omissions of the Issuer, the Trustee, the Paying Agent or the Borrower in connection therewith; (ii) the validity, sufficiency or genuineness of documents, or of any endorsement(s) thereon, even if such documents should in fact prove to be in any or all respects invalid, insufficient, fraudulent or forged; (iii) payment by the Purchaser against presentation of documents which do not comply with the terms of this Agreement, including failure of any documents to bear any reference or adequate reference to this Agreement; (iv) the solvency of any other Person; or (v) any other circumstances whatsoever in making or failing to make payment under this Agreement or any Related Document, except only that the Borrower shall have a claim against the Purchaser, and the Purchaser shall be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential, special, indirect or punitive damages (the right to receive consequential, special, indirect or punitive damages being hereby waived by the Borrower), suffered by the Borrower which are determined by a final and nonappealable judgment of a duly constituted arbitration panel pursuant to Section 11.06 to be caused by the Purchaser’s willful misconduct or gross negligence in connection with the administration of this Agreement. In furtherance and not in limitation of the foregoing, the Purchaser may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary.
Liability of the Purchaser. The Seller Indemnitees shall not be entitled to indemnification under Section 8.2(a) (except with respect to any inaccuracy in or breach of any Purchaser Fundamental Representation) until the Seller Indemnitees shall have incurred (i) with respect to any Related Claims, Damages in excess of the Minimum Per Claim Amount, and (ii) as to all such claims, Damages in excess of the Deductible, and then only to the extent such Damages exceed the Deductible. Damages related to Related Claims asserted by the Seller Indemnitees that do not meet the Minimum Per Claim Amount shall not count toward the Deductible. The Purchaser’s aggregate Liability for Damages arising under Section 8.2(a) (except with respect to any inaccuracy in or breach of any Purchaser Fundamental Representation) will not exceed the Representations and Warranties Cap. Notwithstanding anything to the contrary contained herein, except to the extent of any Liability for Damages arising out of the Purchaser’s Fraud, the aggregate amount of all Damages for which the Purchaser shall be liable under this Article 8 shall not exceed the Purchase Price.
Liability of the Purchaser. The Purchaser hereby agrees to indemnify, defend, and hold harmless the Seller and its Affiliates and, if applicable, their respective successors and assigns, officers, directors, employees and agents (collectively, the “Seller Indemnified Parties”) from and against any and all Losses arising out of or based upon the Purchaser’s or its Affiliate’s material breach of any of its covenants or obligations to be performed by Purchaser pursuant to this Agreement, or any material breach of the Warranties of Purchaser contained in Section 5.2, as of the date such Warranty was made or as if such Warranty was made on and as of the Closing Date (except for Warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date).
Liability of the Purchaser. 10.2.1 In the event a Purchaser’s Warranty is untrue, inaccurate or misleading on the date on which the same is given and in the event of any other breach of this Agreement by the Purchaser, the Purchaser shall be liable to the Sellers for the Losses suffered or incurred by the Sellers as a result thereof.
Liability of the Purchaser. The Authority hereby releases the Purchaser, its Affiliates and each other Owner, and each of their respective officers, directors, employees and agents (each, a “Releasee”), from all liability or responsibility for any losses, liabilities, damages, claims, costs (including attorneys’ fees), judgments or causes of action (collectively, “Liabilities”) arising out of or in connection with any of the following: (a) the use that may be made of the proceeds of the Series 2020 A Bonds or for any acts or omissions of the Authority or the Trustee;
Liability of the Purchaser. The Authority hereby releases the Purchaser, its Affiliates and each other Owner, and each of their respective officers, directors, employees and agents (each, a “Releasee”), from all liability or responsibility for any losses, liabilities, damages, claims, costs (including attorneys’ fees), judgments or causes of action (collectively, “Liabilities”) arising out of or in connection with any of the following: (a) the use that may be made of the proceeds of the Series 2020 D Bonds or for any acts or omissions of the Authority or the Trustee; (b) any of the acts, omissions, agreements, circumstances or conditions covered by the reimbursement provided in Section 8.04; and (c) any other act or omission of the Purchaser, excepting only to the extent of any direct, actual damages suffered by the Authority, and not required to be mitigated by the Authority, which direct, actual damages are determined by a final and nonappealable judgment of a court of competent jurisdiction to have been directly caused by the Purchaser’s willful misconduct or gross negligence in the performance or non-performance of a duty owed to the Authority. The Authority further releases the Releasees from all Liabilities for or constituting lost profits and from all Liabilities for or constituting consequential, special, indirect or punitive (or exemplary) damages (the right to recover or receive lost profits, consequential, special, indirect or punitive (or exemplary) damages being hereby waived), suffered by the Authority.
Liability of the Purchaser. Upon a Final Determination (as provided in Section 6.5.3) of the amount of any claim for Damages made against the Purchaser by the Stockholder, the Stockholder shall be entitled to recover the amount of such Damages as finally determined.
Liability of the Purchaser. Neither the Purchaser nor any of its officers, directors, employees or agents shall be liable or responsible for any of the following: (i) the use that may be made of the Bond Proceeds, the Loan or any amounts made available by the Purchaser hereunder or for any acts or omissions of the Borrower in connection therewith; or (ii) the validity, sufficiency or genuineness of documents, or of any endorsement(s) thereon, even if such documents should in fact prove to be in any or all respects invalid, insufficient, fraudulent or forged. In furtherance and not in limitation of the foregoing, the Purchaser may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary.
Liability of the Purchaser. (a) Section 9.02 shall apply accordingly with respect to the liability of the Purchaser under this Agreement, provided however, that there will be no deductible and that the Purchasers' maximum liability, except for its obligation to pay the Purchase Price pursuant to Section 2.02 above, for any claims by the Sellers arising out of the transactions contemplated by this Agreement shall in any case be limited to 65 % of the Base Purchase Price (USD 435,606,925 - in words: United States Dollars four hundred thirty five million six hundred and six thousand nine hundred and twenty five), unless such limitation is prohibited by mandatory law.
Liability of the Purchaser. Subject to the provisions of this Clause 11 (Liability) and any other applicable limitations of liability, in the event a Purchaser’s Warranty is untrue or inaccurate on the date on which the same is given, the Seller shall as its sole and exclusive remedy have the right, after the Completion Date, to claim from the Purchaser the Losses suffered or incurred by the Seller as a result.
