Limitation of Liability of Seller. (1) Subject to clause 7 (except as stated in clause 7(5)), this clause 8 sets out the entire financial liability of Seller (including any liability for the acts or omissions of its employees, agents and sub-contractors) to Buyer in respect of: (a) any breach of this Contract, including any delay or failure to deliver the goods; (b) any use made or resale by Buyer of any of the goods, or of any product incorporating any of the goods; and (c) any representation, statement or tortious act or omission including negligence and any breach of statutory duty, arising under or in connection with this Contract.
(2) All warranties, conditions and other terms implied by statute or trade custom are, to the fullest extent permitted by applicable law, excluded from this Contract.
(3) Nothing in this Contract excludes or limits the liability of Seller: (a) for death or personal injury caused by Seller’s negligence; or (b) for fraud or fraudulent misrepresentation; or (c) for wilful misconduct, gross negligence or violation of public policy; or (d) to the extent to which it would be unlawful under applicable law for Seller to exclude or limit or attempt to exclude or limit its liability.
(4) Subject to clauses 8(2) and (3): (a) Seller’s total liability in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution or otherwise, arising in connection with this Contract is limited to the Contract Price; and (b) Seller shall under no circumstances whatsoever be liable to Buyer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct or consequential, or for any indirect or consequential loss which arises out of or in connection with this Contract.
(5) Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Seller which is not set out in this Contract.
Limitation of Liability of Seller. Notwithstanding the foregoing, except for Losses directly or indirectly related to, incurred in connection with or as a result of fraud, intentional misconduct or willful breach, the maximum amount of indemnifiable Losses which may be recovered cumulatively from Seller arising out of or resulting from the indemnity obligations set forth in Section 7.1(a) shall be an amount equal to [***].
Limitation of Liability of Seller. All persons dealing with the Seller, in any way shall look only to the assets of the Seller for the payment of any sum or the performance of any obligation.
Limitation of Liability of Seller. Notwithstanding anything to the contrary set forth above, PURCHASER agrees that it shall look solely to the interest in the Subject Property owned by SELLER for the enforcement of any remedy or the satisfaction of any obligation or liability of SELLER under or in connection with this Agreement or any other agreement or instrument to be executed pursuant to this Agreement, and PURCHASER shall not enforce any remedy or execute or collect any judgment out of or against any other assets or properties of SELLER. PURCHASER agrees that none of the officers (elected or appointed), directors, members, officials, employees, contractors or agents of SELLER, and none of the members, officials, employees or agents of the County, shall have any personal obligations or liability hereunder or under any other agreement or instrument to be executed pursuant to this Agreement, or by reason of any action taken or not taken in connection herewith, and that PURCHASER shall not seek to assert any claim or enforce any rights hereunder against any of them.
Limitation of Liability of Seller. Anything herein to the contrary notwithstanding, the liability of Seller for failure to perform its obligations under or in connection with this Agreement prior to the Closing or after the termination of this Agreement shall be limited to its interest in the Property, the proceeds of sale or other transfer thereof and the net proceeds of any refinancing thereof.
Limitation of Liability of Seller. Except as provided in Section 11.19, no constituent partner or member in or agent of Seller, nor any advisor, trustee, director, officer, member, partner, employee, beneficiary, shareholder, participant, representative or agent of any entity that is or becomes a constituent partner or member in Seller or an agent of Seller, including, but not limited to, EOPOP, the Trust and Property Manager (“Seller’s Affiliates”) shall have any personal liability, directly or indirectly, under or in connection with this Agreement or any agreement made or entered into under or pursuant to the provisions of this Agreement, or any amendment or amendments to any of the foregoing made at any time or times, heretofore or hereafter, and Purchaser and its successors and assigns and, without limitation, all other persons and entities, shall look solely to Seller’s assets for the payment of any claim or for any performance, and Purchaser, on behalf of itself and its successors and assigns, hereby waives any and all such personal liability. Notwithstanding anything to the contrary contained hereinabove in this Agreement, neither the negative capital account of any constituent partner or member in Seller, nor any obligation of any constituent partner or member in any entity owning an interest (directly or indirectly) in Seller to restore a negative capital account or to contribute capital to Seller (or any entity owning an interest, directly or indirectly, in any other constituent partner or member of Seller), shall at any time be deemed to be the property or an asset of Seller or any such other partner or member (and neither Purchaser nor any of its successors or assigns shall have any right to collect, enforce or proceed against or with respect to any such negative capital account of such party’s obligations to restore or contribute). The foregoing shall not preclude the requirement for restitution of sale proceeds as may be necessary to enforce Purchaser’s remedies under this Agreement.
Limitation of Liability of Seller. For the avoidance of doubt, this Clause 2.6 and Schedule 12 shall not apply to any obligations of the Seller or its subsidiaries pursuant to the Escrow Agreement (or this Agreement with regard to the Refund Amount), the Technical Services Agreement, the Manufacturing License Agreement, the Components Supply Agreement, or any Purchase Order placed pursuant to Clause 5.5. The limitation of liability of the Seller pursuant to this Clause 2.6 also shall not apply in case of fraud on the part of the Seller.
Limitation of Liability of Seller. Neither Seller, nor its employees or agents will be liable to Buyer for, and Buyer releases and discharges Seller, its employees and agents from, any and all claims, liabilities, actions, suits, judgments, losses, injuries, damages (including, without limitation, incidental or consequential damages), costs and expenses arising out of or connected with any act or omission of Seller, its employees or agents, with respect to the Transitional Services, other than a continuous and repeated refusal by Seller to provide such Transitional Services in breach of this Agreement, gross negligence or the willful misconduct of Seller, its employees or agents.
Limitation of Liability of Seller. Notwithstanding anything to the contrary contained in this Agreement, the covenants, undertakings and agreements herein made on the part of the Seller are made and intended not for the purpose of binding Seller personally or binding the general assets of the Seller, but are made and intended to bind only Seller’s interest in the Property, or an amount not greater than the proceeds of the sale of the Property. No personal liability shall at any time be asserted or enforceable against Seller (other than for a breach of Seller’s express representations contained herein) or Seller’s Related Parties, on account of this Agreement or on account of any covenant, undertaking or agreement contained in this Agreement.
Limitation of Liability of Seller. The Seller will not be liable for any Loss of a Relevant Party (including in respect of a breach of the Warranties or under the indemnity in Section 10.1):
