Buyer’s Liability Clause Samples

Buyer’s Liability. Neither Buyer nor any assignee or designee of Buyer shall be personally or individually liable with respect to any obligations under this Agreement, all such personal liability and individual liability, if any, being hereby waived by Seller on its behalf and on behalf of all parties claiming by or through Seller.

Buyer’s Liability. Notwithstanding anything to the contrary provided in this Agreement, it is specifically understood and agreed, such agreement being a primary consideration for the execution of this Agreement by Buyer, that (i) there shall be absolutely no personal liability on the part of Buyer, its successors or assigns and the trustees, members, partners, shareholders, officers, directors, employees and agents of Buyer and its successors and assigns, to Sellers with respect to any of the terms, covenants and conditions of this Agreement or the other Sale-Leaseback Documents, as applicable, (ii) Sellers waive all claims, demands and causes of action against the trustees, members, partners, shareholders, officers, directors, employees and agents of Buyer and its successors or assigns in the event of any breach by Buyer of any of the terms, covenants and conditions of this Agreement or the other Sale-Leaseback Documents, as applicable, to be performed by Buyer, and (iii) Sellers shall look solely to the Properties for the satisfaction of each and every remedy of Sellers in the event of any breach by Buyer of any of the terms, covenants and conditions of this Agreement or the other Sale-Leaseback Documents, as applicable, to be performed by Buyer, or any other matter in connection with this Agreement, the other Sale-Leaseback Documents or any of the Properties, such exculpation of liability to be absolute and without any exception whatsoever.

Buyer’s Liability. No present or future partner, member, director, officer, shareholder, employee, advisor, affiliate or agent of or in Buyer or any affiliate of Buyer ("Buyer Parties"), shall have any personal liability, directly or indirectly, under or in connection with this Agreement or any agreement made or entered into under or in connection with the provisions of this Agreement, or any amendment or amendments to any of the foregoing made at any time or times, heretofore or hereafter, and Seller and their successors and assigns and, without limitation, all other persons and entities, shall look solely to Buyer and Buyer's assets, respectively, for the payment of any claim or for any performance, and Seller hereby waives any and all such personal liability of such Buyer Parties. For purposes of this Section 6.11, no negative capital account or any contribution or payment obligation of any partner or member in Buyer shall constitute an asset of Buyer. The limitations of liability contained in this Section 5.11 shall survive the Closing or any earlier termination of this Agreement.

Buyer’s Liability. 13.1 The Buyer shall not be liable for or in respect of any damages or compensation under the Fatal Accidents Ordinance (Cap. 22 of the laws of Hong Kong), the Employees’ Compensation Ordinance (Cap. 282 of the laws of Hong Kong), the Occupiers’ Liability Ordinance (Cap. 314 of the laws of Hong Kong) or at common law by or in consequence of any accident or injury to any ▇▇▇▇▇▇▇ or other person whether in the employ of the Seller or in the performance of the Seller’s obligations under the Contract (save and except liability for death or personal injury resulting directly from negligence of the Buyer) and the Seller shall indemnify and keep indemnified the Buyer against all claims, demands, proceedings, costs, charges and expenses whatsoever in respect of or in relation thereto. 13.2 In the event that any ▇▇▇▇▇▇▇ or other person in the employ of the Seller or engaged on any work done in pursuance of the Contract suffers any personal injury and whether there be a claim for compensation or not, the Seller shall within seven (7) days give notice in writing of such personal injury to the Buyer. 13.3 The Seller acknowledges and accepts that except for the liability for death or personal injury resulting directly from negligence of the Buyer under sub-clause 13.1 above, all other liabilities, potential or actual, of the Buyer are excluded to the maximum extent permitted by law.

Buyer’s Liability. 23.1 Buyer’s sole liability under the Order (including its termination, expiration or cancellation) is to pay the Purchase Price for the Products in accordance with Section 5 and to pay the specific termination related amounts described in Sections 15.5 and 15.7. 23.2 BUYER SHALL NOT BE LIABLE TO SELLER WITH RESPECT TO THE SUBJECT MATTER OF THE ORDER UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY AMOUNTS IN EXCESS OF THE AMOUNT THAT BUYER PAID TO SELLER FOR THE PRODUCTS DELIVERED UNDER THE ORDER. 23.3 IN NO EVENT SHALL BUYER BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, MULTIPLE, OR EXEMPLARY DAMAGES (INCLUDING LOSS OF PROFITS, LOSS OF BUSINESS, OR ANY OTHER LOSS DIRECTLY OR INDIRECTLY ARISING OUT OF OR RESULTING FROM THE ORDER) OR FOR ANY INTEREST OR PENALTIES, IN CONNECTION WITH THE ORDER, WHETHER FOR BREACH OF CONTRACT, LATE PAYMENT, PROPERTY DAMAGE, PERSONAL INJURY, ILLNESS, DEATH OR OTHERWISE, WHETHER OR NOT BUYER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. 23.4 THE LIMITATIONS SET FORTH IN THIS SECTION 23 WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN.

Buyer’s Liability. The Buyer agrees to indemnify, keep indemnified and hold harmless the Seller from and against all losses which the Seller may suffer or incur arising out of or as a result of: (i) breach of any law by the Buyer in connection with the performance of the Services; (ii) any claim threatened or made against the Seller by any third Party arising out of the Services or out of any delay in performing or failure to perform the Services (even if such claim is solely or partly attributable to the fault or negligence of the Seller) to the extent such claim is in excess of the Consideration paid for the Services under the Contract that are subject to the claim; or (iii) any claims arising as a result of any misuse or unauthorized use of any Reports issued by the Seller or any Intellectual Property Rights belonging to the Seller (including trade marks) pursuant to this Contract. Notwithstanding any other provision of these Terms and Conditions, the Buyer’s liability under this indemnity shall be unlimited.

Buyer’s Liability. 14.5.1 Notwithstanding anything to the contrary contained in this Agreement, the Parties acknowledge and accept that the Buyer is an Intermediary Company to purchase and re-sell the electricity to the Buying Utility(ies) to enable them to fulfill the Renewable Purchase Obligations (RPO) and, therefore, the performance of the obligations of the Buyer under this Agreement shall be subject to the ability of the Buyer to enforce the corresponding obligations assumed by the Buying Utility(ies) on re-sale under the Power Sale Agreement to be entered into by the Buying Utility(ies) with SECI. It is however, specifically agreed that the payment of money becoming due from the SECI to the SPD under this Agreement for supply of Solar Power to the extent of the Contracted Capacity shall not be on a back to back basis. SECI shall discharge the tariff payment obligation in terms of the provision of this Agreement. 14.5.2 The parties agree that in respect of the obligations other than the tariff payment obligation specifically mentioned herein above, in the event the SPD has any claim against the Buyer in regard to the performance of any obligation of the Buyer under this Agreement or enforcement of any right of the SPD against the Buyer under this Agreement, the same shall be subject to the ability of the Buyer to enforce the corresponding obligations assumed by the Buying Utility(ies) under the Power Sale Agreement to be entered into between the SECI and the Buying Utility(ies) on re- sale on mutatis mutandis basis and not otherwise.

Buyer’s Liability. In no event shall Buyer be liable for anticipated profits, interest, or penalties or incidental, consequential, punitive, exemplary or other damages or liabilities in connection with this Purchase Order, whether for breach of contract, late payment, property damage, personal injury or death or otherwise, beyond the sum set forth in Section 13 hereof, or, if not applicable, the price for Products accepted by Buyer.

Buyer’s Liability. 14.5.1 Notwithstanding anything to the contrary contained in this Agreement, the Parties acknowledge and accept that the Buyer is an Intermediary Company to purchase and re-sell the electricity to the Buying Utility(ies) to enable them to fulfil the Renewable Purchase Obligations (RPO) and, therefore, the performance of the obligations of the Buyer under this Agreement shall be subject to the ability of the Buyer to enforce the corresponding obligations assumed by the Buying Utility on re-sale under the Power Sale Agreement to be entered into by the Buying Utility with SECI. SECI shall discharge the tariff payment obligation in terms of the provision of this Agreement. 14.5.2 The parties agree that in respect of the obligations other than the tariff payment obligation specifically mentioned herein above, in the event the SPD has any claim against the Buyer in regard to the performance of any obligation of the Buyer under this Agreement or enforcement of any right of the SPD against the Buyer under this Agreement, the same shall be subject to the ability of the Buyer to enforce the corresponding obligations assumed by the Buying Utility under the Power Sale Agreement to be entered into between the SECI and the Buying Utility on re-sale on mutatis mutandis basis and not otherwise.