Limitation of Seller’s Liability. This paragraph limits the liability of the seller. This is a usual provision, but flexible, ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ . ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ , ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ .
Limitation of Seller’s Liability. 17.1. Except in the case of death or personal injury, the total liability of the Seller under ■ ■ ■ ■ ■ ■ ■ ■ , ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ , ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ $ [ 100 , 000 ]. ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ , ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ .
17.2. This paragraph (and any other paragraph which excludes or restricts the ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ) ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ , ■ ■ ■ ■ , ■ ■ ■ ■ , ■ ■ ■ ■ , ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ .
Limitation of Seller’s Liability. No general or limited partner of Seller, nor any of its respective beneficiaries, shareholders, partners, officers, agents, employees, heirs, successors or assigns shall have any personal liability of any kind or nature for or by reason of any matter or thing whatsoever under, in connection with, arising out of or in any way related to this Agreement and the transactions contemplated herein, and Purchaser hereby waives for itself and anyone who may claim by, through or under Purchaser any and all rights to sue or recover on account of any xxch alleged personal liability.
Limitation of Seller’s Liability. No shareholders, partners or members of either Seller or Buyer, nor any of its or their respective officers, directors, agents, employees, heirs, successors or assigns, shall have any personal liability of any kind or nature for or by reason of any matter or thing whatsoever under, in connection with, arising out of or in any way related to this Agreement and the transactions contemplated hereby, and each of Seller and Buyer hereby waives for itself and anyone who may claim by, through or under Seller or Buyer, as the case may be, any and all rights to xxx or recover on account of any such alleged personal liability. Notwithstanding anything set forth in this Agreement to the contrary, Buyer agrees that any recovery against Seller for any breach of Seller’s representations and warranties set forth in Section 4 hereof or under any other agreement, document, certificate or instrument delivered by Seller to Buyer in connection herewith, shall be limited to Buyer’s actual damages in the aggregate amount not in excess of the Escrow Amount (the “Cap Amount”), and that in no event shall Buyer be entitled to seek or obtain any other damages of any kind, including, without limitation, consequential, indirect or punitive damages.
Limitation of Seller’s Liability. Purchaser shall have no recourse against any of the past, present or future, direct or indirect, shareholders, partners, members, managers, principals, directors, officers, agents, incorporators, affiliates or representatives of Seller or its general partner or of any of the assets or property of any of the foregoing for the payment or collection of any amount, judgment, judicial process, arbitral award, fee or cost or for any other obligation or claim arising out of or based upon this Agreement and requiring the payment of money by Seller. This Section 11.23 shall survive the Closing.
Limitation of Seller’s Liability. Except as otherwise provided in Section 15.10, no shareholders, partners or members of Seller, nor any of its or their respective officers, directors, agents, employees, heirs, successors or assigns shall have any personal liability of any kind or nature for or by reason of any matter or thing whatsoever under, in connection with, arising out of or in any way related to this Agreement and the transactions contemplated herein, and Buyer hereby waives for itself and anyone who may claim by, through or under Buyer any and all rights to xxx or recover on account of any such alleged personal liability. Notwithstanding anything set forth in this Agreement to the contrary, Buyer agrees that post-Closing Seller shall have no liability to Buyer for any breach of Seller’s covenants, agreements, representations or warranties hereunder or under any other agreement, document, certificate or instrument delivered by Seller to Buyer unless the valid claims for all such breaches collectively aggregate more than Twenty-Five Thousand Dollars ($25,000.00), in which event the full amount of such valid claims shall be actionable, up to the cap set forth in the following sentence. Further, Buyer agrees that any recovery against Seller for any breach of Seller’s covenants, agreements, representations and warranties hereunder or under any other agreement, document, certificate or instrument delivered by Seller to Buyer, or under any law applicable to the Property or this transaction, shall be limited to Buyer’s actual damages not in excess of Three Hundred Ninety-Two Thousand Five Hundred and 00/100 Dollars ($392,500.00) in the aggregate and that in no event shall Buyer be entitled to seek or obtain any other damages of any kind, including, without limitation, consequential, indirect or punitive damages.
Limitation of Seller’s Liability. BUYER HEREBY EXPRESSLY WAIVES ALL CLAIMS AGAINST GLF, AND GLF SHALL NOT BE LIABLE TO BUYER FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR AS A RESULT OF, THE SALE, DELIVERY, NON-DELIVERY, SERVICING, USE OR LOSS OF USE OF THE PRODUCTS OR ANY PART THEREOF, OR FOR ANY CHARGES OR EXPENSES OF ANY NATURE INCURED WITHOUT GLF WRITTEN CONSENT, EVEN THOUGH GLF HAS BEEN NEGLIGENT, AND BUYER INDEMNIFIES AND HOLD GLF HARMLESS FROM ANY AND ALL SUCH CLAIMS OF DAMAGE BY BUYER OF OTHERS. GLF SHALL NOT INCUR ANY LIABILITY UNDER ANY CLAIM MADE BY BUYER UNDER THIS AGREEMENT OR OTHERWISE EXCEEDING THE PURCHASE PRICE OF THE PRODUCT IN RESPECT TO WHICH DAMAGE ARE CLAIMED. The Seller's liability for loss or damages on any claim is limited by the previous provisions hereof and shall in no event be more than an amount equal to the sum paid seller by buyer for the specific equipment and/or services. Seller shall not be liable for any indirect, special, secondary, incidental or consequential damages, howsoever or whenever the same may arise.
Limitation of Seller’s Liability. 6.3.1 The Sellers’ liability under this Agreement shall be limited as follows:
(i) The aggregate amount of the compensation payable by the Sellers shall always be limited to the amount of the Purchaser Price.
(ii) The Purchaser shall take all commercially reasonable steps to mitigate Losses and the Sellers shall not be liable for Losses to the extent the Purchaser could have mitigated those Losses by taking these steps.
(iii) In order to be valid, each Claim made by the Purchaser shall be made in writing as follows:
(a) each Claim shall state, with all relevant details, the specific grounds therefore and the amount claimed;
(b) each Claim shall, in order for such Claim to remain valid, be made within 90 days after the date on which the Purchaser becomes or should have become aware of the circumstances giving rise thereto;
(c) the Purchaser shall, in order for a Claim to remain valid, initiate arbitration proceedings in accordance with Section 9.5 (Governing Law and Disputes) within 180 days from the Sellers’ receipt of the claim in case no agreement regarding such claim has been made prior to such date.
(iv) The Seller shall only be liable for a losses which are covered by the definition of “Loss”.
(v) A Loss, which is contingent, shall not constitute a Loss and no Claim shall be made in relation to this, unless and until such contingent Loss becomes an actual Loss and is due, payable and non-appealable. However, the Purchaser may, within the applicable expiry time periods set forth in Section 6.3.2(iii) below, present a Claim for a specific contingent Loss having arisen within said time period by stating all relevant details known at such time and specific grounds therefore in order to preserve its rights after such expiry.
(vi) If any Loss is a tax deductible item or otherwise may lead to a tax saving for the Purchaser or a Group Company, the Claim that the Purchaser may make shall be reduced by an amount equivalent to actual tax saving.
(vii) No Claim may be made based on any risk, fact, event, occurrence, circumstance or other matter Fairly Disclosed to the Purchaser, or which the Sellers can show, that the Purchaser’s deal team knew, and a corresponding inaccuracy of Warranties statement shall not constitute an intentional breach or breach due to gross negligence by the Sellers.
Limitation of Seller’s Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN NO EVENT SHALL SELLER BE LIABLE UNDER THIS AGREEMENT OR OTHERWISE FOR ANY EXEMPLARY, PUNITIVE, REMOTE, SPECULATIVE, CONSEQUENTIAL, SPECIAL OR INCIDENTAL DAMAGES OR LOSS OF PROFITS, AND NO CLAIM SHALL BE MADE OR AWARDED AGAINST SELLER, FOR ANY SUCH DAMAGES OR LOSS OF PROFITS. Except as provided in Section 11 and this Section 12, Seller shall not be liable for damages of any kind including, but not limited to, product performance in Buyer’s application(s). In addition, Seller will not be liable for removal and/or replacement of reflective products or retro reflective characteristics of any installed Seller’s products unless agreed to in writing by the parties. In no event will Seller be liable for any claims related to the products after the products have been incorporated into any other product or subject to further processing. Such incorporation or such processing shall be deemed to be a waiver of all claims by Buyer. SELLER’S LIABILITY AND BUYER’S EXCLUSIVE REMEDY FOR ANY CAUSE OF ACTION ARISING IN CONNECTION WITH THIS AGREEMENT OR THE SALE OR USE OF THE PRODUCTS, WHETHER IN LAW OR IN EQUITY OR WHETHER IN CONTRACT OR IN TORT, AND WHETHER BASED UPON NEGLIGENCE, STRICT LIABILITY, BREACH OF WARRANTY, BREACH OF CONTRACT OR EQUITABLE PRINCIPLES, OR OTHERWISE, IS EXPRESSLY LIMITED TO, AT BUYER’S OPTION, REPLACEMENT OF THE PRODUCTS WITH RESPECT TO WHICH DAMAGES ARE CLAIMED, OR REPAYMENT OF THE PURCHASE PRICE FOR THE PORTION OF THE PRODUCTS WITH RESPECT TO WHICH DAMAGES ARE CLAIMED. All claims of any kind arising in connection with this Agreement or the sale or use of the products shall be deemed waived unless made in writing within 60 days of the earlier of the date of Seller’s delivery or the date fixed for delivery in the event of non- delivery. Seller shall be given, and any claim shall be subject to Seller being provided, a reasonable opportunity to investigate the products subject to any claim.
Limitation of Seller’s Liability. The covenant given in paragraph 2.1 and any claim made under the Tax Warranties shall not cover any Tax Liability to the extent that: 3.1 provision or reserve in respect thereof was made in the Locked Box Accounts, or the Tax Liability was otherwise taken into account in the Locked Box Accounts;
3.2 it was paid or discharged on or before the Locked Box Accounts Date or such payment or discharge was taken into account in the preparation of the Locked Box Accounts; 3.3 it is Permitted Leakage; 3.4 it arises from any Event occurring, or in respect of amounts earned, accrued or received, in the Ordinary Course of the Company since the Locked Box Accounts Date; 3.5 it would not have arisen or been increased but for any act, omission or transaction carried out (or deemed to be carried out) at the written request or with the written approval of the Purchaser or which was expressly authorised in this Deed (other than the submission of Tax Returns pursuant to paragraph 10 of this Schedule); 3.6 it would not have arisen or been increased or would have been reduced but for a failure or omission on the part of the Purchaser, or the Company after Completion to make any election, Surrender, claim or give any valid notice or consent under any Tax Act or claim any Relief the making, claiming or giving of which was taken into account in computing the provision or reserve for Tax in the Locked Box Accounts; 3.7 it arises by reason of any total or partial disclaimer by the Company after Completion of the whole or part of any allowance or amortisation available to the Company in respect of capital expenditure or investment made by the Company on or before Completion (other than a Purchaser's Relief) or by reason of the total or partial withdrawal or revocation by the Company after Completion of any claim for Relief (other than a Purchaser's Relief) made (whether provisionally or otherwise) prior to Completion; 3.8 any Relief (other than a Purchaser's Relief but including the Surrender to the Company of any Reliefs or losses by the Seller or any member of the Seller's Group at no cost to the Company) is available to the Company to set against or otherwise mitigate the Tax Liability in question or would be available on the making of the appropriate claim; 3.9 any income, profits or gains to which that Tax Liability is attributable were actually earned or received by or actually accrued to the Company but were not (in either such case) reflected in the Locked Box Accounts; 3.10 ...
