Buyer Liability. 13.1 Any sums which the Buyer is liable as penalties, for which no provisions are made in this contract, are made against the invoice issued by Seller and by a top 50 rated bank transfer within maximum ten (10) banking days as for the submitted invoice date.
Buyer Liability. Subject to the provisions of Article 14 and Section 13.2, Buyer shall be liable for and agrees to indemnify and save Seller harmless from and against any and all claims, demands, suits, actions, debts, accounts, damages, costs, losses, liabilities, and expenses of any kind and however, made or incurred, arising out of any misrepresentation by Buyer, the failure by Buyer to perform any covenant, obligation or requirement under this Agreement or the negligent or willful acts or omissions of Buyer; PROVIDED, HOWEVER, THAT IN NO EVENT SHALL BUYER BE LIABLE TO SELLER FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL CLAIMS OF ANY CHARACTER INCLUDING WITHOUT LIMITATION, LOSS OF USE, LOST PROFITS OR REVENUES, COST OF CAPITAL, CANCELLATION OF PERMITS, OR TERMINATION OF CONTRACTS, ADDITIONAL OUT-OF-POCKET EXPENSES INCURRED BY SELLER, TORT OR CONTRACT CLAIMS OTHER THAN CONTRACT CLAIMS ARISING OUT OF THIS AGREEMENT, CONSEQUENTIAL PROPERTY DAMAGES SUFFERED BY SELLER, AND IRRESPECTIVE OF WHETHER CLAIMS FOR SUCH DAMAGES ARE BASED UPON CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE. ARTICLE 14 FORCE MAJEURE
Buyer Liability. Entergy Services, Inc., is entering into, and is a party to, this Agreement Transaction as agent for the Entergy Operating Companies, and shall have no liability hereunder. The liability of the Entergy Operating Companies hereunder, whether in respect of a default or otherwise, shall be several and not joint.
Buyer Liability. Buyer shall obtain all relevant permits, permissions, and any other municipal and/or utility authorizations (collectively, “Authorizations”) necessary to own and operate the System. Customer shall use best efforts to obtain all Authorizations prior to shipping of the System. Failure to obtain Authorizations will not excuse Xxxxx’s performance under this Quote. Seller shall use commercially reasonable efforts to provide all relevant information relating to the System upon Xxxxx’s written request.
Buyer Liability. (a) This Agreement is a liability and financial obligation of the FMPA Solar III Project only. No liability or obligation under this Agreement shall inure to or bind any of the funds, accounts, monies, property, instruments, or rights of the Florida Municipal Power Agency generally, any individual FMPA member, or any of any other project designated by FMPA in accordance with Article II of the Interlocal Agreement.
Buyer Liability. The Company, PHPI and Buyer shall be jointly and severally liable for any indemnification obligation of Buyer to Shareholders under Section 5.3(d) and obligations to pay Tax refunds to Shareholders under Section 5.3(c), 5.3(l)(i) or (ii).
Buyer Liability. The Buyer will bear all Imposts attributable to the Gas on and from the Delivery Point.
Buyer Liability. The maximum aggregate amount of Losses for which Buyer shall be liable pursuant to Sections 10.1(b) and 10.4 to all Seller Parties hereunder shall be $197,500,000 and shall be adjusted upward or downward, as the case may be, in an amount equal to twenty-five percent (25%) of any adjustment to the Purchase Price made pursuant to Section 2.5.
Buyer Liability. All covenants to be performed by Buyer prior to the Closing Date, and all representations and warranties of Buyer in this Agreement or in any instrument delivered pursuant to this Agreement shall terminate as of the Closing Date and shall not survive thereafter, provided however that the representation and warranty of Buyer contained in Section
Buyer Liability. No liability for indemnification shall arise on the part of Buyer under this ARTICLE 13 with respect to any claim for indemnification based upon clause (a) of SECTION 13.2 until the aggregate amount of Seller Damages for which indemnification is available under such clause (a) exceeds $500,000 (the "SELLER THRESHOLD"), whereupon Seller Indemnitees shall be entitled to seek indemnification for the amount of such Seller Damages (including without limitation those included in the Seller Threshold); provided, however, that such limitation shall not apply to any liability for indemnification with respect to any claim for indemnification based upon (i) fraud, or (ii) any misrepresentation or breach of a warranty which was actually known to be untrue by Buyer when made. Notwithstanding the foregoing, in no event shall the aggregate liability of Buyer under this ARTICLE 13 with respect to any claim for indemnification based upon clause (a) or clause (b) of SECTION 13.2 exceed fifteen percent (15%) of the Purchase Price; provided that such 15% limit shall not apply to (and in determining if such cap has been met, shall not take into account) any claim based on the failure of Buyer to comply with its obligations to (A) pay the Purchase Price pursuant to Section 3, or (B) pay Transfer Taxes pursuant to SECTION 7.7.
