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.
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.
Liability of the Sellers. Subject always to the terms of clauses 6.9 and 22.3 hereof, the obligations of the Sellers under this agreement are joint and several. If any liability of one or some but not all 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.
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.
Liability of the Sellers. 31 9.2 LIMITATIONS................................................................................................31 9.3
Liability of the Sellers. The Sellers shall, jointly and severally, hereby indemnify and hold harmless the Buyer and its affiliates (and any director, officer, employee or agent of the Buyer or any such affiliate, whether acting in individual or fiduciary capacity) (each a "SELLER INDEMNIFIED PARTY") from and against any and all liabilities and obligations of or claims made or asserted against (and any and all losses, damages, costs and expenses resulting from such liabilities, obligations and claims) (referred to herein as a "LOSS") any Seller Indemnified Party or whatever nature which may be suffered as a result or account of any breach of any representation, warranty, obligation or covenant given by the Sellers in this Agreement, provided, however, that this indemnification shall be the sole and exclusive remedy of the Seller Indemnified Party and the Purchase Price shall be deemed to be reduced by the amount of any payment received by the Buyer under this Section. The Sellers shall have no liability for any indirect or consequential loss of profit or damages for any breach of this Agreement. The Sellers' liability shall also always be limited by the qualifications set out in Sections 7.1, 7.3 and 9. For the avoidance of doubt, it is agreed that the Subsidiaries shall be considered a Seller Indemnified Party as from the Completion. The determination of whether there has been any failure of any representation or warranty to be true and correct shall be made without regard to any "materiality" or any "Material Adverse Effect" or "Material Adverse Change" condition, exception, modification or qualification, and for purposes of Section 9, each representation and warranty shall be read as if all such conditions, exceptions, modifications or qualifications were deleted from the representation or warranty.
Liability of the Sellers. 40 6.9. RELEASE FROM LIABILITY. ................................... 40 6.10.
Liability of the Sellers. The liability of Sellers under this Section 6. shall be in accordance with the following percentages: Xxxxx X. Xxxxx, Xx. 25% Xxxx X. Xxxxx 25% Xxxxx Xxxxx 25% Xxx Xxx Xxxxx Xxxxx 25% Buyer shall not have any obligation to xxxxxxxx its claims hereunder to minimize the obligations of any of the Sellers.
Liability of the Sellers. 18.1 Notwithstanding any other provision of this Agreement or any other agreement to be entered into pursuant to or in connection with this Agreement, no Seller shall be liable for or in respect of, or be required to procure the performance of, any obligations of the other Seller, nor shall there be any recourse to either of the Sellers for any representation, warranty, certification or breach made by the other Seller under or in connection with this Agreement or any other agreement to be entered into pursuant to or in connection with this Agreement.
