Exclusion of Sellers’ Liability Sample Clauses

Exclusion of Sellers’ Liability. Except in case of Title Claims, the Sellers shall not be liable for Losses resulting from a Breach of Sellers’ Representations and/or a breach of any other obligation hereunder, if and to the extent that: (a) the Purchaser has failed to mitigate the Losses or damage (Schadensminderung), including by way of procuring that the Group Companies take every action commercially reasonably necessary or advisable to so mitigate any Losses or damages (including by taking every action commercially reasonably necessary or advisable to receive compensation or recovery by an insurance or by a third person and/or, as the case may be, to obtain any Tax or other benefit) and as a result thereof, such failure has caused the Losses having materialized and/or increased; EXECUTION VERSION SHARE PURCHASE AND TRANSFER AGREEMENT - 360KOMPANY AG PAGE 64 OF 93 (b) the matter underlying the breach is taken into account and has an effect on the Purchase Price in the Effective Date Accounts and the Purchase Price Determination Certificate; (c) any sum in respect of any matter to which a claim relates is recovered or could be reasonably expected to be recovered by the Purchaser or any of its Affiliates (including any Group Company) from third parties (other than Purchaser or any of its Affiliates), including under an insurance policy (provided that any increase in insurance premiums shall be deemed Losses that require compensation); (d) any claim under this Agreement results from or is increased by the passing of, or any change in, any Law, interpretation or practice not in force at the date hereof or the withdrawal or restriction thereof after the Closing Date as well as of any concession previously made by any relevant authority or as a result of any change made or introduced on or after Closing in any legislation, regulation, rule of law or practice of any relevant authority, whether or not such change or withdrawal purports to be effective retrospectively in whole or in part; (e) any matter or thing has been done or omitted to be done with respect to the subject matter of the claim prior to the Closing Date at the prior written request, or with the prior written approval or written (email being sufficient) consent of the Purchaser or any of its Affiliates; (f) the respective damages, costs, expenses or losses would also have been incurred without breach of the respective Sellers’ Representation or covenant or other obligation under this Agreement; (g) such liability is attributable...
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Exclusion of Sellers’ Liability. The Sellers shall not be liable for any Breach, and the Purchaser shall not be entitled to bring any claim under or in connection with this Agreement, if and to the extent (a) the matter to which the claim relates has specifically been taken into account in the Financial Statements by way of a liability (Verbindlichkeit), reserve (Rückstellung), or depreciation (Abschreibung), or exceptional depreciation (außerplanmäßige Abschreibung), or depreciation to reflect lower market values (Abschreibung auf den niedrigsten beizulegenden Xxxx); (b) the amount of the claim is recovered from a third party or under an insurance policy in force on the Signing Date; (c) the claim results from a failure of Purchaser (or, after Closing, the Company) to mitigate damages pursuant to Section 254 BGB; (d) the Purchaser or the Company has received a tax benefit or tax saving comprising an advantage within the meaning of Section 9.1.2 as a direct result of the Breach; (e) the matter to which the claim relates, was positively known by the Purchaser on the Signing Date or specifically disclosed to the Purchaser in this Agreement or its Exhibits; for the avoidance of doubt, this exclusion shall not apply to Sellers’ Indemnities, Sellers’ Covenants or any other indemnities or covenants of the Sellers under or in connection with this Agreement; or (f) the claim results from or is increased by the passing of, or any change in, after the Signing Date, any law or administrative practice of any Governmental Authority not in effect at the Signing Date.
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Exclusion of Sellers’ Liability. Sellers shall not be liable for any Environmental Loss pursuant to Section 10.3 to the extent that: (a) the Environmental Loss could reasonably have been avoided or mitigated by the Purchaser or the relevant Company, including by applying reasonably available environmental and safety measures (in accordance with applicable laws and past practice), after the Closing Date; (b) the procedures referred to in Section 10.6 have not been materially complied with by Purchaser in connection with the relevant Environmental Matter, except to the extent that Purchaser proves that Sellers were not prejudiced thereby; (c) the Environmental Loss is increased by (i) a sale or lease after the Closing Date of any property or portion thereof without the compliance by Purchaser with the obligation under Section 13.5 (b), (ii) a shut-down of a plant or significant portion thereof, with the effect that no substantial industrial operations will remain on the relevant site (a “Plant Shut-down”) (in each case except with (A) respect to the Duisburg-Meiderich Site, subject to the requirements set forth below, or (B) the other sites previously disclosed to Purchaser, (iii) a change of use to a non-industrial use or any expansion or construction activities (other than repairs or expansions of existing buildings or structures or construction of new buildings or structures for a reasonable business purpose, provided that Section 10.4 (a) is complied with), or (iv) a notification of the relevant Environmental Contamination or other Environmental Matter to any competent authority or other third party or an investigation on the property (in each case except as required under any law including in connection with the actions set forth in clause (i), (ii) or (iii)). With respect to Environmental Losses resulting from a Plant Shut-down implemented by Bakelite (or its successor) at the Duisburg-Meiderich Site after the Closing Date, Sellers’ liability for any Environmental Losses resulting from such Plant Shut-down shall not be excluded pursuant to paragraph (c) (ii) above if (i) Purchaser has notified Sellers of the contemplated Plant Shut-down at least 12 months in advance and (ii) Purchaser procures that Bakelite (or its successor) transfers the portion of the Duisburg-Meiderich Site, if owned by it on the Closing Date, to Sellers (or their designee) for no consideration. For the avoidance of doubt, any shut-down costs other than those resulting from Environmental Contamination shall be bor...
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Exclusion of Sellers’ Liability. The Sellers shall not be liable for a Breach of the Sellers' Guarantees if and to the extent that 7.2.1 either the Purchaser, or (following the Closing Date) its respective representatives have caused or participated in causing (verursacht oder mitverursacht) or have aggravated such Breach of the Sellers' Guarantees or any Losses resulting therefrom or failed to mitigate Losses pursuant to Section 254 of the German Civil Code (BGB); or 7.2.2 the matter underlying the Breach of the Sellers' Guarantees has been expressly and specifically taken into account in the Interim Financial Statements as a write-off (Abschreibung), value adjustment (Wertberichtigung), liability (Verbindlichkeit) or provision (Rückstellung), excluding general adjustments (e.g., Pauschalwertberichtigungen) or provisions were made therein for the relevant risk category.
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Exclusion of Sellers’ Liability. All matters and information which have been Fairly Disclosed in this Agreement (including, but not limited to, its Annexes) or in (i) the Disclosure Letter delivered to the Buyer; and (ii) the Data Room Documents as reflected in the Data Room Index and contained in the DVD attached hereto as Annex 9.1.4(ii) (the “Data Room Documents”; and together with all other documents and information referred to in this Section 9.1.4, the “Disclosure Documents”), and any matter, fact or circumstances known to the Buyer, shall operate as an exclusion of and limitation of Seller’s representations and warranties as set forth in Section 6 and the ** Portions of the Exhibit have been omitted and have been filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. Seller shall be under no liability against the Buyer and/or any of the Mepha Group Companies to the extent any fact, matter, or circumstance has been Fairly Disclosed in the Disclosure Documents or in the Buyer’s Best Knowledge. For the avoidance of doubt, the fact that certain matters, facts and circumstances have been specifically disclosed in this Agreement (in particular its Annexes) or are otherwise known to the Buyer or its representatives shall not in any way operate or be understood or construed to limit or exclude the effect of the disclosure of any matters, facts or circumstances which have been disclosed in the Disclosure Documents but not in this Agreement (in particular its Annexes).
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Exclusion of Sellers’ Liability. Sellers shall not be liable to Purchaser for any breach or non-fulfillment of a Sellers Guarantee if and to the extent: (a) The facts forming the basis of the claim have specifically and adequately and with explicit reference to the relevant Section of the this Agreement been disclosed in the Disclosure Letter; (b) the relevant Loss is the result of failure by Purchaser (after the Closing Date) of its obligation to avoid or mitigate damages according to Section 254 BGB; (c) the matter to which an Indemnification Claim relates has been specifically taken into account in the Financial Statements as provision, reserve or depreciation, provided that such provision, reserve or depreciation is sufficient to satisfy such claim or Loss. For the avoidance of doubt, Sellers shall be liable for any Losses incurred by Purchaser or Purchaser Group in excess of such provision or reserve; or (d) the (i) facts forming the basis of the claim and (ii) amount of the claim underlying the specific breach or non-fulfillment of a Sellers Guarantee have been taken into account in the determination of the Final Purchase Price pursuant to Section 3.
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Exclusion of Sellers’ Liability. The Parties expressly acknowledge and agree that the liability regime as well as any dispute resolution mechanism relating to the transaction contemplated hereunder shall conclusively be the subject matter of the SPA. Consequently. to the extent permitted by Law, any remedies and claims by the Purchaser based on or in connection with the transactions contemplated hereunder are hereby waived by Purchaser and excluded. Any claims based on statutory principles of breach of contract, in particular under Section 280 BGB (formerly known as “culpa in contrahendo” or “positive Vertragsverletzung”), “kaufrechtliche Gewährleistungsansprüche”, including, but not limited to, subsequent performance (Nacherfüllung) and unwinding (Rückabwicklung), or contestation (Anfechtung) of this Agreement, except for the contestation based on fraudulent deceit (Anfechtung wegen arglistiger Täuschung), as well as any claims based on frustration of contract (Störung der Geschäftsgrundlage) are excluded, save for any remedies of the Purchaser based on fraudulent deceit (arglistige Täuschung) or intentional breach of contract (vorsätzliche Vertragsverletzung). For the avoidance of doubt: any claims for specific performance of this Agreement (Erfüllungsansprüche) shall not be affected by this Article 6.
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Exclusion of Sellers’ Liability. The Seller shall not be liable for any Environmental Loss pursuant to Sections 12.2 or 12.3 to the extent that: 12.4.1 In case of Section 12.2: Section 9.4 applies mutatis mutandis; and in case of Section 12.3 Sections 9.4.2, 9.4.3 and 9.4.4 apply mutatis mutandis; or 12.4.2 (i) the use of or the operations conducted at a property are materially changed so that an industrial use or activities reasonably related thereto is no longer pursued, or (ii) the Purchaser or any of the Group Companies solicit, trigger or otherwise actively cause, directly or indirectly any environmental examination by any governmental authorities, unless these activities are required under Environmental Law or by an Enforceable Administrative Notice, or there is a valid business reason other than merely or predominantly to trigger a liability of Seller or the Group Companies under Section 12.2 or 12.3, or (iii) the Purchaser or any of the Group Companies conduct any kind of investigation, audit, survey or similar examination of the soil, ground water or other environmental conditions of the premises of any Group Company, apart from the review of pertinent documentation and the conduct of interviews and the mere visual inspection of the surface of the soil without any kind of drilling or opening of the soil, unless being required to do so under Environmental Law or by an Enforceable Administrative Notice, or there is a valid business reason other than merely or predominantly to trigger a liability of the Seller or any of the Group Companies under Section 12.2 or 12.3, and in each case mentioned under (i) to (iii) this has resulted after the Closing Date in, or increased, the Environmental Loss that Seller is obligated to pay anyhow; always and in each case mentioned under (i) to (iii) provided that the Seller's liability shall not so be limited, if Environmental Matters occur or are identified in connection with expansion, construction, repair, maintenance or replacement activities undertaken by the Purchaser or by the relevant Group Company after the Closing Date which do not fall within the scope of (i) and the Environmental Loss claimed by the Purchaser results from obligations of the Purchaser or the Group Companies under Environmental Laws or an Enforceable Administrative Notice; further provided that if an intended expansion or construction activity can reasonably be expected to lead to a liability of the Seller under Section 12.2 or 12.3, the Purchaser will, and will use reaso...
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Exclusion of Sellers’ Liability. The Sellers shall not be obliged to indemnify the Purchaser, any of the Group Companies or Inactive Companies if and to the extent that: 3.1 the Pre-Effective Date Tax for which an indemnity is sought has been reflected in the Financial Statements 2007 as liability (Verbindlichkeit) or provision (Rückstellung);
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Related to Exclusion of Sellers’ Liability

  • Limitation of Seller's Liability This paragraph limits the liability of the seller. This is a usual provision, but flexible, ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ . ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ , ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ .

  • Seller’s Liability SELLER’s liability with respect to the Product sold to END USER shall be limited to the warranty provided herein. SELLER shall not be subject to any other obligations or liabilities, whether arising out of breach of contract, warranty, tort (including negligence and strict liability) or other theories of law, with respect to products sold or services rendered by seller, or any undertaking, acts or omissions relating thereto. Without limiting the foregoing, SELLER specifically disclaims any liability for property or personal injury damages, penalties, special or punitive damages, damages for lost profits or revenues, services, down time, shut down or slow down costs, or for any other types of economic loss, and for claims of END USER’s customers or any third party for any such damages. SELLER shall not be liable for and disclaims all consequential, incidental and contingent damages whatsoever.

  • Indemnification of Sellers Parent, LuxCo and BHN, jointly and severally hereby agree to indemnify and hold harmless Sellers, each of its Affiliates, and each of its members, managers, partners, directors, officers, employees, attorneys and agents and permitted assignees (the “Sellers Indemnitees”) against and in respect of any Losses incurred or sustained by any Sellers Indemnitee as a result of any breach, inaccuracy or nonfulfillment or the alleged breach, of any of the representations, warranties and covenants of LuxCo contained herein. The total payments made by Parent, LuxCo or BHN to Sellers Indemnitees with respect to Losses shall not exceed the Indemnifiable Loss Limit; provided, however, Sellers Indemnitees shall not be entitled to indemnification pursuant to this Section 10.2 unless and until the aggregate amount of Losses to Sellers Indemnitees equals at least the Basket, at which time, subject to the Indemnifiable Loss Limit, the Sellers Indemnitees shall be entitled to indemnification for the total amount of such Losses. Notwithstanding anything set forth in this Section 10.2, any Losses incurred by any Sellers Indemnitee arising out of the failure of Parent, LuxCo or BHN to perform any covenant or obligation to be performed by it at or after the Closing Date including payment of the Purchase Price, shall not be subject to or applied against the Indemnifiable Loss Limit or the Basket, respectively.

  • Liability of Seller Seller shall be liable in accordance herewith only to the extent of the obligations in this Agreement specifically undertaken by Seller and the representations and warranties of Seller.

  • Indemnification of Seller Without in any way limiting or diminishing the warranties, representations or agreements herein contained or the rights or remedies available to Seller for a breach hereof, Buyer hereby agrees, with respect to this Contract, to indemnify, defend and hold harmless Seller from and against all losses, judgments, liabilities, claims, damages or expenses (including reasonable attorneys’ fees) of every kind, nature and description in existence before, on or after Closing, whether known or unknown, absolute or contingent, joint or several, arising out of or relating to: (i) the breach of any representation, warranty, covenant or agreement of Buyer contained in this Contract; (ii) the conduct and operation by Buyer of its business at the Hotel after the Closing; and (iii) any liability or obligation of Buyer expressly assumed by Buyer at Closing.

  • Liability of Seller; Indemnities The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement. (a) The Seller shall indemnify, defend and hold harmless the Owner Trustee, the Issuer, the Trustee and the Trust Collateral Agent and their respective officers, directors, employees and agents from and against any taxes that may at any time be asserted against any such Person with respect to the transactions or activities contemplated in this Agreement and any of the Basic Documents (except any income taxes arising out of fees paid to the Owner Trustee, the Trust Collateral Agent and the Trustee and except any taxes to which the Owner Trustee, the Trust Collateral Agent or the Trustee may otherwise be subject to, without regard to the transactions contemplated hereby), including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, federal or other income taxes arising out of distributions on the Notes) and costs and expenses in defending against the same. (b) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Trustee and the Trust Collateral Agent and the officers, directors, employees and agents thereof and the Noteholders from and against any loss, liability or expense incurred by reason of (i) the Seller’s willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) the Seller’s or the Issuer’s violation of federal or state securities laws in connection with the offering and sale of the Notes. (c) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Trustee and the Trust Collateral Agent and the officers, directors, employees and agents thereof from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or incurred in connection with the acceptance or performance of the trusts and duties set forth herein and in the Basic Documents except to the extent that such cost, expense, loss, claim, damage or liability shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Trustee, Trustee or the Trust Collateral Agent, respectively. Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Trustee or the Trust Collateral Agent and the termination of this Agreement or the Indenture or the Trust Agreement, as applicable, and shall include reasonable fees and expenses of counsel and other expenses of litigation. If the Seller shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interest.

  • Defects Liability 9.1 In this Contract, and subject to Clause 9.2, a defect shall mean any non-conformity of the Supplies with the express terms of this Contract resulting from circumstances existing in the Supplies at the time of the transfer of risk to the Customer (“Defects”). 9.2 In particular, the following shall not be Defects: a) normal wear and tear, non-conformity resulting from excessive strain, b) non-conformity resulting from faulty or negligent handling; non-compliance with instructions or recommendations in operation or maintenance manuals and other documents; c) installation, erection, modification, commissioning, or pre-commissioning, in each case not carried out by Xxxxxxx, d) non-reproducible software errors, e) defects which do not significantly impair the use of the respective Supplies. 9.3 The Customer shall immediately inspect the Supplies upon delivery and shall notify Flender in writing of any Defects without undue delay. The Customer’s claims in respect of defects shall be excluded for any apparent defects if the Customer has failed to do so. Upon such written notification, Flender shall, at its option, remedy a Defect by repair, replacement, or re-performance. Flender shall be given a reasonable period of time and opportunity to remedy the Defect. For this purpose, the Customer shall xxxxx Xxxxxxx working access to the non- conforming Supplies, shall undertake any necessary dis-assembly and re-assembly, and shall provide access to operation and maintenance data, all at no charge to Flender. Upon Flender’s request, the Customer shall ensure that the title to the replaced parts/items shall pass to Flender. 9.4 Unless otherwise agreed, the defects liability period for any part of the Supplies is 12 months. It starts at the date of transfer of risk. For replaced or repaired parts of the Supplies, the defects liability period is 6 months from the date of replacement or repair, if the original defects liability period for the Supplies expires earlier. In any event, the defects liability period shall end no later than 24 months from the beginning of the original defects liability period. 9.5 If software is defective, Flender shall only be obliged to provide the Customer with an updated version of the software in which the Defect has been remedied when such updated version is reasonably available from Flender or, if Flender is only licensee, from Flender’s licensor. If the software has been modified or individually developed by Flender, Flender shall in addition provide the Customer with a workaround or other interim corrective solution until the provision of an updated version of the software, if such workaround or interim solution is feasible at reasonable expense and if otherwise the Customer’s business operations would be substantially impeded. 9.6 If Flender carries out remedial work and it is ultimately not established that there was a Defect, the Customer shall pay Flender for such remedial work including error diagnosis. 9.7 Any other liability of Flender and rights and remedies of the Customer in case of defects of the Supplies, other than those expressly stipulated in this Clause 9 or , in case Flender failed at least three times in remedying the defect, in Clause 15.2b) shall be excluded. All warranties, representations, conditions, and all other terms of any kind whatsoever implied by statute or law are, to the fullest extent permitted by applicable law, excluded from this Contract.

  • Seller’s Indemnification Obligations Seller shall, on the date of Closing, agree (and, upon delivery to Purchaser of the Assignments, shall be deemed to have agreed), subject to the limitations and procedures contained in this Article 9, following the Closing, to indemnify and hold Purchaser, its Affiliates and its and their respective successors and permitted assigns and all of their respective stockholders, partners, members, managers, directors, officer, employees, agents and representatives (collectively, the “Purchaser Indemnitees”) harmless from and against any and all claims, obligations, actions, liabilities, damages or expenses (collectively, “Purchaser’s Losses”) incurred, suffered, paid by or resulting to any of the Purchaser Indemnitees and which results from, arises out of or in connection with, is based upon, or exists by reason of: (a) any breach of any representation, warranty, covenant or agreement of Seller contained in this Agreement (in each case without regard to materiality or any qualification as to Material Adverse Effect), (b) Seller’s non-compliance with Applicable Laws or agreements in respect of the Properties prior to the Closing, (c) all Property Costs incurred prior to the Effective Date (including with regard to joint interest xxxxxxxx by Seller and any participating party’s payments in respect thereof), (d) all costs and expenses incurred by Purchaser associated with the plugging and abandoning of each Abandoned Well pursuant to Section 7.13 or (e) the Excluded Assets; REGARDLESS OF THE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR RESPONSIBILITY OF PURCHASER, ANY OTHER PURCHASER INDEMNITEE, SELLER OR ANY OTHER PERSON. Notwithstanding any other provision of this Agreement, (i) the maximum liability of Seller under the indemnity provisions of Article 9 or under any other provisions of this Agreement, in either case for a breach of any representation or warranty other than the Seller Transaction Representations and Section 4.1(i), shall not exceed ten percent (10%) of the Purchase Price and (ii) Seller shall have no liability under the indemnity provisions of this Section 9.5 by reason of any breach of any representation or warranty (other than the Seller Transaction Representations and Section 4.1(i)) until and unless the aggregate amount of the liability for all Purchaser Losses associated therewith exceeds ONE MILLION Dollars ($1,000,000), in which event Seller shall be liable for the amount of all Purchaser Losses, but in no event to exceed ten percent (10%) of the Purchase Price. Seller agrees that any amounts owing to Purchaser under this Agreement may be set off against and withheld from any amounts owing to Seller in respect of its interest under the Farmout Agreement.

  • Exceptions from Liability Without limiting the generality of any other provisions hereof, neither the Custodian nor any Domestic Subcustodian shall be under any duty or obligation to inquire into, nor be liable for:

  • Seller’s Indemnification Except as otherwise stated in this Agreement, after recording, the Buyer shall accept the Property AS IS, WHERE IS, with all defects, latent or otherwise. Neither Seller nor their licensed real estate agent(s) or any other agent(s) of the Seller, shall be bound to any representation or warranty of any kind relating in any way to the Property or its condition, quality or quantity, except as specifically set forth in this Agreement or any property disclosure, which contains representations of the Seller only, and which is based upon the best of the Seller’s personal knowledge.

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