Liability of Sellers. From and after the Closing Date, subject to the provisions of Section 11.3 below, the Sellers shall indemnify and hold harmless each of the Buyer, its affiliates, members and partners, and the partners, shareholders, officers, directors, employees, representatives and agents of each of the foregoing (collectively, “Buyer-Related Entities”) against, and reimburse any Buyer-Related Entity for, all losses, liabilities, claims, damages and expenses and all costs, fees, expenses, damages, deficiencies, interest and penalties (including reasonable attorneys’ fees and disbursements) in connection therewith (“Losses”) suffered or incurred by any such Buyer-Related Entity, arising out of, or in any way relating to: (a) the failure of any representations or warranties made by the Sellers in this Agreement or any Closing Document to be true and correct as of the Closing Date (except to the extent such representations and warranties relate to a specific date, in which case, the failure of such representations and warranties to be true and correct as of such specific date), other than any breach or inaccuracy in respect of which an adjustment to the Gross Asset Value was made pursuant to Article X; (b) any breach of, default under or failure to perform any obligation or covenant made or to be performed by the Sellers pursuant to in this Agreement or the Closing Documents; and (c) any Retained Liabilities.
Liability of Sellers. Sellers shall be liable in -------------------- accordance herewith only to the extent of the obligations in this Agreement specifically undertaken by Sellers and the representations and warranties of Sellers.
Liability of Sellers. 15 SECTION 6.2 Merger or Consolidation of Sellers or Purchaser......................................... 15 SECTION 6.3 Limitation on Liability of Sellers and Others........................................... 16 SECTION 6.4 Sellers May Own Notes or the Certificate................................................ 16 SECTION 6.5 Amendment............................................................................... 16 SECTION 6.6 Notices................................................................................. 17 SECTION 6.7 Merger and Integration.................................................................. 17 SECTION 6.8
Liability of Sellers. Each Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by such Seller in such capacity herein.
Liability of Sellers. Each Seller shall be jointly and severally liable for the obligations of each Seller Party hereunder. Notwithstanding the foregoing, neither the members, managers, employees or agents of any Seller, nor the shareholders, officers, directors, employees or agents of any of them shall be liable under this Agreement, and all parties hereto shall look solely to the Holdback Amount and the assets of the Sellers for the payment of any claim or the performance of any obligation by the Sellers.
Liability of Sellers. No Seller shall be liable for any obligations of another Seller acting on behalf of a different real estate fund (several liability, Ausschluss der gesamtschuldnerischen Haftung). Within the same real estate fund, Sellers shall be jointly and severally liable for any obligations hereunder (gesamtschuldnerische Haftung).
Liability of Sellers. 6.1 Neither Seller 1 nor Seller 2 give any representations and/or warranties on their own behalf of whatsoever kind and/or of whatsoever nature including, without limitation, any representations and/or warranties relating to legal defects (Rechtsmangel) and/or defects in kind (Sachmangel). In particular, neither Seller 1 nor Seller 2 gives any representation and/or warranty as to the identity of Mxxxxxx Xxxxxxxx und Dr. Ing. Kxxxx Xxxxxxx Finanz Holding GbR with S & K Finanzholding GbR. Any rights and claims of Purchaser for legal defects or defects in kind against Seller 1 and/or Seller 2 are hereby expressly waived and excluded.
6.2 The same applies with respect to any other liability of Seller 1 and/or Seller 2 in relation to this Agreement or the transactions contemplated hereby; any claims against Seller 1 and/or Seller 2 including, without limitation, any claims under precontractual fault (culpa in contrahendo) or breach of contract (pVV) and/or the right to reduce the Total Consideration or any part thereof (Minderung) and/or to withdraw from this Agreement (Wandlung) and/or to rescind this Agreement (Rucktritt) and/or any liability of Seller 1 and/or Seller 2 in tort (Deliktshaftung) shall hereby be expressly waived and excluded, provided however that this Section 6.2 shall not apply to the extent that Purchaser can prove fraudulent behaviour or wilful misconduct of Seller 1 and/or Seller 2, respectively. The obligations of Seller 1 pursuant to Section 4.5 shall remain unaffected.
6.3 Notwithstanding the aforesaid, any liability of Seller 1 and/or Seller 2 under this Agreement shall be several. In particular, any fraudulent behaviour or wilful misconduct of Seller 1 and/or Seller 2 shall not be invoked against the other Seller.
6.4 For the avoidance of doubt, any Warranties given for and on behalf of Warrantor pursuant to Section 7.1 below cannot be invoked against and do not create any liability against Sellers or any of them. For the avoidance of doubt, the obligations of Seller 1 pursuant to Section 4.5 shall remain unaffected.
7.1 Seller 1 hereby warrants for and on behalf of the Warrantor who hereby agrees to be bound by such warranties (the "Warranties") the following effective as of the signing of this Agreement and as of the Closing Date:
7.1.1 Friadent has been validly formed as a limited liability company (GmbH) and exists under the laws of the Federal Republic of Germany. The Articles of Incorporation of Friadent, shareholders' resolutio...
Liability of Sellers. 15 SECTION 6.2 Merger or Consolidation of Sellers or Purchaser..............15 SECTION 6.3 Limitation on Liability of Sellers and Others..............
Liability of Sellers. Any liability of Seller for damages for a breach of any representations, warranties or covenants in the Agreement shall be joint and several liability.
Liability of Sellers. Sellers shall be jointly and severally liable for the performance of their Representations and Warranties and their obligations hereunder and each Seller hereby waives the right of excussio and division. Accordingly, a default of Sellers’ obligations by any one of the Sellers will entitle Purchasers or any other person to file any actions or claims against any one of the Sellers.
