Liability of the Purchaser. With respect to the Purchaser, the Borrower assumes any and all risks with respect to the acts or omissions of each of the Issuer, the Trustee and the Paying Agent in connection with this Agreement or any amounts made available by the Purchaser hereunder. Neither the Purchaser nor any of the officers, directors, employees or agents thereof shall be liable or responsible for any of the following: (i) the use that may be made of the Bond Proceeds or any amounts made available by the Purchaser hereunder or for any acts or omissions of the Issuer, the Trustee, the Paying Agent or the Borrower in connection therewith; (ii) the validity, sufficiency or genuineness of documents, or of any endorsement(s) thereon, even if such documents should in fact prove to be in any or all respects invalid, insufficient, fraudulent or forged; (iii) payment by the Purchaser against presentation of documents which do not comply with the terms of this Agreement, including failure of any documents to bear any reference or adequate reference to this Agreement; (iv) the solvency of any other Person; or (v) any other circumstances whatsoever in making or failing to make payment under this Agreement or any Related Document, except only that the Borrower shall have a claim against the Purchaser, and the Purchaser shall be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential, special, indirect or punitive damages (the right to receive consequential, special, indirect or punitive damages being hereby waived by the Borrower), suffered by the Borrower which are determined by a final and nonappealable judgment of a duly constituted arbitration panel pursuant to Section 11.06 to be caused by the Purchaser’s willful misconduct or gross negligence in connection with the administration of this Agreement. In furtherance and not in limitation of the foregoing, the Purchaser may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary.
Liability of the Purchaser. The Seller Indemnitees shall not be entitled to indemnification under Section 8.2(a) (except with respect to any inaccuracy in or breach of any Purchaser Fundamental Representation) until the Seller Indemnitees shall have incurred (i) with respect to any Related Claims, Damages in excess of the Minimum Per Claim Amount, and (ii) as to all such claims, Damages in excess of the Deductible, and then only to the extent such Damages exceed the Deductible. Damages related to Related Claims asserted by the Seller Indemnitees that do not meet the Minimum Per Claim Amount shall not count toward the Deductible. The Purchaser’s aggregate Liability for Damages arising under Section 8.2(a) (except with respect to any inaccuracy in or breach of any Purchaser Fundamental Representation) will not exceed the Representations and Warranties Cap. Notwithstanding anything to the contrary contained herein, except to the extent of any Liability for Damages arising out of the Purchaser’s Fraud, the aggregate amount of all Damages for which the Purchaser shall be liable under this Article 8 shall not exceed the Purchase Price.
Liability of the Purchaser. The Purchaser hereby agrees to indemnify, defend, and hold harmless the Seller and its Affiliates and, if applicable, their respective successors and assigns, officers, directors, employees and agents (collectively, the “Seller Indemnified Parties”) from and against any and all Losses arising out of or based upon the Purchaser’s or its Affiliate’s material breach of any of its covenants or obligations to be performed by Purchaser pursuant to this Agreement, or any material breach of the Warranties of Purchaser contained in Section 5.2, as of the date such Warranty was made or as if such Warranty was made on and as of the Closing Date (except for Warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date).
Liability of the Purchaser. 10.2.1 In the event a Purchaser’s Warranty is untrue, inaccurate or misleading on the date on which the same is given and in the event of any other breach of this Agreement by the Purchaser, the Purchaser shall be liable to the Sellers for the Losses suffered or incurred by the Sellers as a result thereof.
10.2.2 The restrictions and limitations set forth in Schedule 6 (Warranty Limitations) which are applicable to the Sellers’ liability under the Sellers’ Warranties set out in Section A.1 of Schedule 4 (Sellers’ Warranties) shall apply mutatis mutandis to the Purchaser’s liability under the Purchaser’s Warranties.
Liability of the Purchaser. Upon a Final Determination (as provided in Section 6.5.3) of the amount of any claim for Damages made against the Purchaser by the Stockholder, the Stockholder shall be entitled to recover the amount of such Damages as finally determined.
Liability of the Purchaser. Subject to the immediately following paragraph, upon a Final Determination (as provided in Section 8(d)) of the amount of any claim for Damages made against the Purchaser or any affiliate by the Company, the Company shall be entitled to recover the amount of such Damages as finally determined, provided that such Damages shall not exceed so much of the Purchase Price as shall have been paid. The Purchaser shall not be required to indemnify the Company and /or any affiliate for any claim unless and until the aggregate amount of such damages otherwise payable by the Purchaser hereunder individually or in the aggregate shall equal or exceed Fifty Thousand Dollars ($50,000). Once the aggregate amount of all such Damages shall exceed Fifty Thousand Dollars ($50,000), the Company shall be entitled to recover from the Purchaser the entire amount of the excess Damages (including such $50,000).
Liability of the Purchaser. Notwithstanding any other provision in this Agreement the Purchaser shall have no liability whatsoever without limitation to any other party save for its obligation to direct Xxxxxxx to pay to the Vendor the sums which have been agreed to be paid in respect of clause 3 of this Agreement. This exclusion of liability shall operate to the maximum extent permitted by English Law. The parties agree that this exclusion of liability is reasonable in all circumstances.
Liability of the Purchaser. The Authority hereby releases the Purchaser, its Affiliates and each other Owner, and each of their respective officers, directors, employees and agents (each, a “Releasee”), from all liability or responsibility for any losses, liabilities, damages, claims, costs (including attorneys’ fees), judgments or causes of action (collectively, “Liabilities”) arising out of or in connection with any of the following: (a) the use that may be made of the proceeds of the Series 2020 A Bonds or for any acts or omissions of the Authority or the Trustee;
Liability of the Purchaser. If the Purchaser is in breach of this Agreement arising out of or resulting from any breach of representation or warranty made by the Purchaser under section 6.1 above, then the Purchaser shall, subject to the provisions of this section, fully indemnify the Vendors such breach by making a compensation of an amount corresponding to the deficiency or cost or direct loss, damage or expense incurred by the Vendors or the Company as a direct result of such breach. For the avoidance of doubt, the Purchaser shall not be liable for any indirect or consequential loss, damage or costs and in no event shall the compensation payable by the Purchaser hereunder exceed one third (1/3) of the cash component of the purchase price, which constitutes the Purchaser's maximum liability for compensation under this Agreement on whatever ground. The Purchaser's liability shall be additionally limited as follows:
Liability of the Purchaser. Subject to the provisions of this Clause 11 (Liability) and any other applicable limitations of liability, in the event a Purchaser’s Warranty is untrue or inaccurate on the date on which the same is given, the Seller shall as its sole and exclusive remedy have the right, after the Completion Date, to claim from the Purchaser the Losses suffered or incurred by the Seller as a result.
