Liability of the Seller. The Seller shall be liable in accordance herewith only to the extent of the obligations in this Agreement specifically undertaken by the Seller and with respect to its representations and warranties expressly set forth hereunder.
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.
(b) The Seller shall indemnify, defend, and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee from and against any loss, liability or expense (including reasonable attorneys’ fees and expenses and court costs and any losses incurred in connection with a successful defense, in whole or part, of any claim that the Indenture Trustee breached its standard of care and legal fees and expenses incurred in actions against the indemnifying party) incurred by reason of the Seller’s violation of federal or State securities laws in connection with the registration or the sale of the Notes.
(c) Indemnification under this Section 3.3 will survive the resignation or removal of the Owner Trustee or the Indenture Trustee and the termination or assignment of this Agreement and will include, without limitation, reasonable fees and expenses of counsel and expenses of litigation including those incurred in connection with the enforcement of the Indenture Trustee’s rights (including indemnification rights) under the Transaction Documents. If the Seller has made any indemnity payments pursuant to this Section 3.3 and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person will promptly repay such amounts to the Seller, without interest.
(d) The Seller’s obligations under this Agreement and the other Transaction Documents are obligations solely of the Seller and will not constitute a claim against the Seller to the extent that the Seller does not have funds sufficient to make payment of such obligations. In furtherance of and not in derogation of the foregoing, the Issuer, the Servicer, the Indenture Trustee and the Owner Trustee, by entering into or accepting this Agreement, acknowledge and agree that they have no right, title or interest in or to the Other Assets of the Seller. To the extent that, notwithstanding the agreements and provisions contained in the preceding sentence, the Issuer, the Servicer, the Indenture Trustee or the Owner Trustee either (i) asserts an interest in, claim to or benefit in or from Other Assets or (ii) is deemed to have any such interest in, claim to or benefit in or from Other Assets, whether by operation of law, legal process, pursuant to applicable provisions of insolvency laws or otherwise (including by virtue...
Liability of the Seller. The Supervisor engaged by the BUYER under this Contract shall at all times be deemed to be in the employment of the BUYER. The SELLER shall be under no liability whatsoever to the BUYER, or to the Supervisor or the BUYER's employees or agents for personal injuries, including death, during the time when they, or any of them, are on the VESSEL, or within the premises of either the SELLER or its subcontractors, or are otherwise engaged in and about the construction of the VESSEL, unless, however, such personal injuries, including death, were caused by gross negligence of the SELLER, or of any of the SELLER's employees or agents or subcontractors of the SELLER. Nor shall the SELLER be under any liability whatsoever to the BUYER for damage to, or loss or destruction of property in China of the BUYER or of the Supervisor, or of the BUYER's employees or agents, unless such damage, loss or destruction was caused by gross negligence of the SELLER, or of any of the employees, or agents or subcontractors of the SELLER.
Liability of the Seller. (a) The Seller shall pay organizational expenses of the Trust as they may arise or shall, upon the request of the Owner Trustee, promptly reimburse the Owner Trustee for any such expenses paid by the Owner Trustee.
(b) No Holder, other than to the extent set forth in clause (a), shall have any personal liability for any liability or obligation of the Trust.
Liability of the Seller. All liabilities and obligations of the Seller, of every kind and description, regardless of whether such liabilities or obligations are absolute or contingent, liquidated or unliquidated, accrued or otherwise, and regardless of now and when the same may have arisen, which are asserted against Buyer as a result of this Agreement or the consummation of the transaction contemplated herein.
Liability of the Seller the Master Servicer and the ---------------------------------------------------- Depositor. --------- The Seller and the Master Servicer shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Seller or Master Servicer, as the case may be, herein. The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Depositor.
Liability of the Seller. 1. If delay occurs in case of the Seller, in delivery of the Goods constituting only a portion of the Goods that shall be delivered by the Seller on the basis of the Agreement, the Buyer may withdraw from the Agreement solely with regards to the portion of the Goods, with regard to which the Seller remains delayed.
2. If the Buyer withdraws from the Agreement on the grounds of the delay, the waiver shall not apply to the part of the agreement that has already been performed.
3. Unless the Parties agreed otherwise in writing, the risk of accidental loss or damage occurring to the Goods shall be transferred to the Buyer, once the Goods are received by the person authorized to collect the Goods by the Buyer, including the forwarder or the carrier (if shipping is being handled by the Buyer). All loading costs at EFT`s premises shall be covered by EFT. The Buyer shall be liable for proper loading of the Goods at the Seller’s warehouse, in case of a delivery carried out with the means of transport belonging to the Buyer or Parties indicated by the Buyer.
Liability of the Seller. 10.1.1 Subject to the provisions of this Clause 10 and any other applicable limitations of liability, the Seller shall be liable towards the Purchasers if any of the Seller’s Warranties is not true and accurate at the date on which the Seller’s Warranty is given.
10.1.2 Subject to the provisions of this Clause 10 and without prejudice to Clauses 4.8 and 6.4.1, if the Seller is liable towards the Purchasers under Clause 10.1.1, the Purchasers as their sole and exclusive remedy may, after Completion, claim the Losses suffered or incurred by the Purchasers as a result thereof, and may not terminate, nullify, or rescind this agreement, or claim specific performance (nakoming).
10.1.3 For the avoidance of doubt, Losses suffered by a Target Group Company will be deemed to be Losses suffered by the Purchasers.
Liability of the Seller. Should one of the Seller’s Guarantees be incorrect or incomplete, the Purchaser shall inform the Seller in writing about a claimed breach of guarantee and give the Seller the opportunity to remedy such breach within a reasonable period of at least forty (40) days from receipt of the information, which would exist if the circumstance that obligates compensation hereunder would not have occurred (natural restitution).
Liability of the Seller. The Seller agrees to indemnify, defend and hold harmless the Purchaser and its Affiliates and, if applicable, their respective successors and assigns, officers, directors, employees and agents (collectively, the “Buyer Indemnified Parties”) from and against any and all claims, actions, causes of action, judgments, awards, liabilities, losses, costs (including reasonable attorney’s fees and other reasonable out-of-pocket costs incurred in investigating the foregoing) or damages (collectively, the “Losses”) arising out of or based upon any of the following:
a. any material breach of any Warranties by the Seller or its Affiliates in this Agreement or in any Ancillary Agreement;
b. any material breach by the Seller or its Affiliates of any of their respective agreements or covenants set forth in this Agreement or in any Ancillary Agreement;
c. any Excluded Liabilities and Excluded Assets;
d. Seller’s or its Affiliates’ use, ownership, possession of any of the Products or sale of the Products prior to Closing; and
e. all liability for Seller’s failure to pay Purchaser for any Clawback Amount due under the First Clawback Period and any Second Clawback Amount due under the Second Clawback Period.
