Liability of the Sellers. The Sellers (including any Additional Sellers) shall be jointly and severally liable for all obligations, covenants, representations and warranties of the Sellers arising under or related to this Agreement or any Supplement. Except as provided in the preceding sentence, the Sellers shall be liable only to the extent of the obligations specifically undertaken by them in their capacities as Sellers. Each other Seller hereby authorizes and empowers Citibank to execute and deliver, on behalf of such Seller, as attorney-in-fact or otherwise, all documents and other instruments required or permitted to be delivered by such Seller under this Agreement or any Supplement, and to do and accomplish all other acts and things required or permitted to be done or accomplished by such Seller hereunder or thereunder.
Liability of the Sellers. 15.1.1 Except as provided under Paragraph 15.1.4 below, any liability of the Sellers under this Agreement deriving from the indemnification obligations according to Article 12 for breach of representations and warranties shall be borne by the same in proportion to, respectively, the Alcedo Share, the Cap2 Share and the CEO Share and therefore any joint and several liability of the Sellers in this respect is expressly excluded.
15.1.2 Contingent upon the transfer of the Retained Shares to the Buyer as provided in the Put and Call Option Agreement, Cap2 shall be liable under this Agreement for any liability deriving from the indemnification obligations according to Article 12 for breach of representations and warranties also in proportion to the Retained Shares.
15.1.3 In case of breach of any covenant or obligation under this Agreement by any of the Sellers (other than indemnification obligations according to Article 12 for breach of representations and warranties), the Seller in breach shall be solely responsible for such breach and therefore any joint and several liability of the Sellers in this respect is expressly excluded.
15.1.4 The Shareholders agree that, with respect to the indemnification obligations provided by Article 12 of this Agreement, they shall be jointly and severally liable to the Buyer within the limit of the Alcedo Escrow Amount and of the proceeds of the sale or the enforcement of the pledge on the Retained Shares.
15.1.5 Any liability of Cap2 under this Agreement (deriving from the indemnification obligations according to Article 12 or otherwise) shall be borne also in proportion to the Retained Shares, subject however to the condition precedent of the transfer of the same to the Buyer as provided in the Put and Call Option Agreement.
15.1.6 Any liability of CEO under this Agreement (deriving from the indemnification obligations according to Article 12 or otherwise) shall be borne also in proportion to the CEO Contingent Share, subject however to the condition precedent of the transfer of the same to the Buyer as provided in the Put and Call Option Agreement
Liability of the Sellers. (a) Each of the Sellers (on a several, and not joint and several basis) shall be liable towards the Buyer for any breach of any representation, warranty, undertaking, or covenant of such Seller set forth in Clauses 7 and 9 of this Agreement in accordance with this Clause 11. As from Completion, the right to claim Damages actually suffered by the Buyer as a result from any breach of any representation, warranty, undertaking, or covenant set forth in Clauses 7 and 9 of this Agreement, as provided for in this Clause 11 shall be the exclusive remedy of the Buyer for such breach. None of the limitations contained in this Clause 11.1 shall apply to any claim which arises or is increased, or to the extent to which it arises or is increased, as a consequence of, or which is delayed as a result of, fraud of any of the Sellers.
(b) Limitations to Sellers’ obligations under this Clause
(i) The liability of each of the Sellers under Clauses 7 and 9 shall terminate on the date which is twenty-four months after the Completion Date. No claim served by the Buyer after such date shall be taken into consideration by the Sellers and, for the avoidance of doubt, any such claim would be invalid.
(ii) Subject to Clause 5.7, in the event of a breach of any provision of this Agreement by any of the Sellers, the Buyer shall not be entitled to terminate this Agreement or any of the transactions contemplated hereby but shall only be entitled to claim damages in accordance with this Agreement in respect of such matter or specific performance in accordance with Clause 27.
(iii) In calculating the amount of Damages as a result of a breach of any representation, warranty or covenant set forth in Clauses 7 and 9 of this Agreement, (A) such calculation shall be assessed on the basis of section 6:96 et. seq. of the Dutch Civil Code, (B) no multiplier, whether or not applied in determining the Purchase Price, will be taken into account and (C) there shall be deducted the amount of any corresponding (1) Tax Benefit in relation to the relevant Damages or (2) proceeds actually received from any insurance (including under the warranty and indemnity insurance subscribed in connection with the transactions contemplated by this Agreement). Any amount payable by the Sellers to the Buyer shall be increased with any reasonable and documented costs and expenses incurred by any member of the Buyer’s Group in connection with the enforcement of Buyer’s right’s deriving from a breach, or to prevent, limit...
Liability of the Sellers. 14.1 It is agreed and understood that the Sellers are and shall be jointly liable for any obligations under this agreement. Each Seller shall be so liable in proportion to the percentage of his/her shareholding interest in the Company as set opposite such Seller’s name in column (D) of Schedule 1.
14.2 Without prejudice to clause 18.1, with respect to any payments to be made by the Sellers to the Purchaser or to be received by the Sellers from the Purchaser or the US Guarantor (as applicable), each Seller shall make a payment or receive a payment (as applicable) of a sum equal to the percentage set against his/her name in column (D) of schedule 1.
14.3 The Purchaser may release or compromise in whole or in part the liability of any of the Sellers under this agreement or grant any time or indulgence to that Seller without affecting the liability of any other Seller.
Liability of the Sellers. 70 Section 7.02. Merger or Consolidation of, or Assumption of the Obligations of, the Sellers................................ 70 Section 7.03. Limitations on Liability of the Sellers.................... 71 Section 7.04. Liabilities................................................ 71
Liability of the Sellers. 10.1.1 Subject to the limitations as set out in Clause 8, 10 and 11 and Schedule 6 (the Warranty Limitations) and except as set forth in Clause 10.1.2, the Sellers shall, severally and not jointly, for their respective Pro Rata Part, be liable towards the Purchaser and the other Indemnified Parties for any and all Losses paid, incurred, suffered or sustained by the Purchaser or any other Indemnified Party, directly or indirectly, to the extent related to, arising out of or resulting from any Sellers’ Warranties not being true, accurate and not misleading at the Signing Date and the Completion Date (a Warranty Breach) or any Third Party Claim alleging facts or circumstances that, if accurate, would entitle the Purchaser to recovery for a Warranty Breach (a Third Party Warranty Claim, and together with Warranty Breaches, Warranty Claims), including (a) any IP Warranties not being true, accurate and not misleading at the Signing Date and the Completion Date (an IP Warranty Breach) or any Third Party Claim alleging facts or circumstances that, if accurate, would entitle the Purchaser to recovery for an IP Warranty Breach (a Third Party IP Warranty Claim, and together with IP Warranty Breaches, IP Warranty Claims), and (b) any Fundamental Warranties not being true, accurate and not misleading at the Signing Date and the Completion Date (a Fundamental Warranty Breach) or any Third Party Claim alleging facts or circumstances that, if accurate, would entitle the Purchaser to recovery for a Fundamental Warranty Breach (a Third Party Fundamental Warranty Claim, and together with Fundamental Warranty Breaches, Fundamental Warranty Claims). For the avoidance of doubt, an IP Warranty Breach and a Fundamental Warranty Breach shall constitute a Warranty Breach, and a Third Party IP Warranty Claim and a Fundamental Warranty Claim shall constitute a Third Party Warranty Claim.
10.1.2 Subject to the limitations as set out in Clauses Clause 8, 10 and 11 and Schedule 6 (the Warranty Limitations), each Seller shall severally be liable towards the Purchaser and the other Indemnified Parties for any and all Losses paid, incurred, suffered or sustained by the Purchaser or any other Indemnified Party, directly or indirectly, to the extent related to, xxxxxxx out of or resulting from any Personal Fundamental Warranties of such Seller not being true, accurate and not misleading at the Signing Date and the Completion Date (a Personal Fundamental Warranty Breach) or any Third Party Cl...
Liability of the Sellers. 16.1 Xxxxxxxx and Xxxxxxxxx acknowledge and agree that any payments by Accepté for damages in relation to (i) the indemnities set out in Clause 13 and 14 and (ii) the Sellers’ Warranties set out Annex 10.1 and (iii) a Sellers’ Breach will be borne by Accepté, Xxxxxxxx and Wesselink severally and jointly (hoofdelijk aansprakelijk).
Liability of the Sellers. In case of a Breach or a Tax Claim, and subject to Completion occurring, the relevant Seller shall be liable to the Purchaser for any and all Damages and/or Tax Liabilities incurred by the Purchaser or any of member of the Purchaser's Group as a consequence of such Breach or Tax Claim. The Purchaser's sole remedy towards the relevant Seller shall be a claim for compensation of Damages and/or Tax Liability, as applicable, in respect of such Breach or Tax Claim.
Liability of the Sellers. The Parties agree, and hereby acknowledge, that the transactions set forth in this Section 4 shall not be limited or affected by, or constitute a breach of, any of the guarantees set forth in Section 6 below and shall not be construed as a basis for, or lead in any way whatsoever to, a liability of the Sellers based on, or in respect of, this Agreement other than set out in this Section 4.
Liability of the Sellers. 11.1 The obligations of the Sellers under this Agreement are joint and several.
11.2 If any liability of one of the Sellers is, or becomes illegal, invalid or unenforceable in any respect, that shall not affect or impair the liabilities of the other Sellers under this Agreement.
11.3 The Purchaser may release, or compromise the liability of, any Seller or grant time or other indulgence to any Seller without releasing or reducing the liability of any other Seller. Where a liability of one or some but not all of the Sellers under any obligation which is both joint and several is released or compromised, the remaining Sellers shall continue to be severally and shall together be jointly liable on that obligation.
