liability of a Seller under Sec Sample Clauses

liability of a Seller under Sec. 5, the Buyer shall only have the right to demand that the respective Seller within an appropriate period of time which in any event shall be no less than two months after receipt of such demand put Buyer into the same situation the Buyer would have been in, had the representation or warranty been correct (Naturalrestitution), or, at Buyer's choice, to pay damages. For the avoidance of doubt, (i) all statements of Sellers made in Sec. 5 are made with respect to its shareholdings as set out in Sec. 1.3 only, (ii) where statements of a Seller made in Sec. 5 relate to the Company, a Seller shall be held liable only to such percentage of damages or losses as reflects such Seller's percentage of pro-rated shareholding in the Company as set out in Sec. 1.3, (iii) each Seller shall be subject to several liability (teilschuldnerishe Haftung) exclusively and any joint and several liability (gesamtschuldnerische Haftung) of the Sellers shall be expressly excluded, and (iv) where representations and warranties are given subject to Knowledge as defined in Sec. 7.6.1 below, each Seller shall only be responsible for its own Knowledge exclusively. Without limiting the generality of the foregoing, with respect to the warranty of the Family Sellers under Sec. 5.1.3 above solely, Seller 3 shall be jointly and severally liable with Sellers 4-9. For the avoidance of doubt, Sellers 4-9 shall not be jointly and severally liable among each other or together with Seller 3.
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Related to liability of a Seller under Sec

  • 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.

  • Liability of DFAL Except as provided by the next sentence, DFAL shall not be liable for any error of judgment or of law or for any loss suffered by the Fund in connection with the matters to which this Agreement relates, except loss resulting from willful misfeasance, bad faith or gross negligence on the part of DFAL in the performance of its obligations and duties or by reason of its reckless disregard of its obligations and duties under this Agreement. The foregoing sentence does not apply to any liability which DFAL may have arising out of the execution by it or any of its employees, officers or agents of portfolio transactions for the Fund.

  • Liability of the Transferor The Transferor shall be liable only to the extent of the obligations specifically undertaken by the Transferor under this Agreement and the representations made by the Transferor in this Agreement.

  • Liability of Parties By entering into this Agreement, no party shall become liable for any other party's obligations relating to any activities beyond the scope of this Agreement, except as provided by the Act. If any party suffers, or is held liable for, any loss or liability of the Partnership which is in excess of that agreed upon herein, such party shall be indemnified by the other parties, to the extent of their respective interests in the Partnership, as provided herein.

  • Liability of Shareholders Notice is hereby given that, as provided by applicable law, the obligations of or arising out of this Agreement are not binding upon any of the shareholders of the Trust individually but are binding only upon the assets and property of the Trust and that the shareholders shall be entitled, to the fullest extent permitted by applicable law, to the same limitation on personal liability as shareholders of private corporations for profit.

  • 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.

  • Liability of Company The Indemnitee agrees that neither the stockholders nor the directors nor any officer, employee, representative or agent of the Company shall be personally liable for the satisfaction of the Company's obligations under this Agreement and the Indemnitee shall look solely to the assets of the Company for satisfaction of any claims hereunder.

  • Liability of Adviser In the absence of (i) willful misfeasance, bad faith or gross negligence on the part of the Adviser in performance of its obligations and duties hereunder, (ii) reckless disregard by the Adviser of its obligations and duties hereunder, or (iii) a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the Investment Company Act of 1940, as amended ("1940 Act"), the Adviser shall not be subject to any liability whatsoever to the Fund, or to any shareholder of the Fund, for any error or judgment, mistake of law or any other act or omission in the course of, or connected with, rendering services hereunder including, without limitation, for any losses that may be sustained in connection with the purchase, holding, redemption or sale of any security on behalf of the Portfolio.

  • Liability of Members The Members shall not have any liability for the obligations or liabilities of the Company except to the extent provided in the Act.

  • Liability of the Seller (a) The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement.

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