Limitation on Liability of Seller. Neither Seller nor any of --------------------------------- the directors or officers or employees or agents of Seller shall be under any liability to the Issuer, the Owner Trustee, the Noteholders or any other Person for any action taken or for refraining from the taking of any action pursuant to this Agreement whether arising from express or implied duties under this Agreement; provided, however, that this provision shall not protect Seller or -------- ------- any such person against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of its willful misconduct hereunder; and provided, further, -------- ------- that Seller shall be liable for any actual damages resulting directly from Seller's material failure to perform any of its obligations under this Agreement, but only if and to the extent that another remedy is not provided for and available hereunder. Seller and any director or officer or employee or agent of Seller may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder.
Limitation on Liability of Seller. Neither Seller nor any of --------------------------------- the directors or officers or employees or agents of Seller shall be under any liability to the Trust, the Trustee, the Certificateholders or any other Person for any action taken or for refraining from the taking of any action pursuant to this Agreement whether arising from express or implied duties under this Agreement; provided, however, that -------- ------- this provision shall not protect Seller or any such person against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of its willful misconduct hereunder; and provided, further, that Seller shall be liable for any actual -------- ------- damages resulting directly from Seller's material failure to perform any of its obligations under this Agreement, but only if and to the extent that another remedy is not provided for and available hereunder. Seller and any director or officer or employee or agent of Seller may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting ----- ----- any matters arising hereunder. Notwithstanding anything to the contrary in this Agreement or any other Transaction Document, any payment by the Seller pursuant to this Section 7.3 shall only be made to the extent the Seller has funds ----------- available for such purpose after amounts payable to Securityholders (as defined in the Receivables Purchase Agreement) have been paid in full. Each party hereto agrees that the failure to make such payment shall not give rise to any claim against the Seller.
Limitation on Liability of Seller. The Seller may rely and shall be protected in acting or refraining from acting upon any resolution, certificate of auditors or accountants or any other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, appraisal, bond, note or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Seller shall not be under any obligation to appear in, prosecute, or defend any legal action that shall not be incidental to its obligations under this Agreement, and that in its reasonable judgment may involve it in any expense or liability.
Limitation on Liability of Seller. The Seller shall not --------------------------------- have any obligation to indemnify the Buyer or the Parent under this Section 11 ---------- until the Buyer and the Parent 21 have suffered Losses that, in the aggregate, exceed $30,000,00, provided that -------- Losses arising out of or resulting from the failure of the Seller to pay all taxes, penalties and interest related thereto, and other charges of a comparable nature irrespective of how designated, which have been incurred, due or claimed to be due from the Seller or imposed on the Seller or the Seller's properties, assets, income, payroll, franchises, licenses, sales or use by any federal, state, local or foreign taxing authorities with respect to periods ending on or prior to the Closing (collectively, "Tax Losses") shall not be included in such calculation, and the Seller shall be obligated to indemnify the Buyer or the Parent for all such Tax Losses in accordance with Section 11(a) above. The seller shall be obligated to indemnify the Buyer and the Parent from and against any Loss(es) upon such Loss(es) (other than Tax Losses) exceeding $30,000,00. In no event shall the Seller be obligated to indemnify the Buyer or the Parent from and against any Losses, if the Seller has paid an aggregate of $150,000 to the Buyer or the Parent pursuant to this Section 11; provided that ---------- -------- the Seller's obligation to indemnify the Buyer and the Parent for Losses arising out of or resulting from a breach of Section 6(q) hereof shall be limited to the ------------ Purchase Price; further provided that there shall be no limit on the Seller's ------- -------- obligation to indemnity the Buyer and the Parent for Losses arising out of or resulting from (i) a breach of any covenant or agreement contained in Section ------- 12 hereof, (ii) any Excluded Obligation, and (iii) Tax Losses. --
Limitation on Liability of Seller. None of the directors, officers, employees or agents of the Seller shall be under any liability to the Transferor, it being expressly understood that all such liability is expressly waived and released as a condition of, and as consideration for, the execution of this Purchase Agreement. Except as and to the extent expressly provided in the Basic Documents, the Seller shall not be under any liability to the Trustee, the Certificate Administrator or the Certificateholders. The Seller and any director, officer, employee or agent of the Seller may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder.
Limitation on Liability of Seller. The aggregate liability of the Seller under Section 8.2(a) (other than with respect to a breach of a Fundamental Rep or matters arising in respect of fraud or any knowing misrepresentation) shall be limited to $2,000,000. The aggregate liability of the Seller under Section 8.2(a) with respect to a breach of a Fundamental Rep shall be limited to the Purchase Price.
Limitation on Liability of Seller. IF ANY OF SELLER’S REPRESENTATIONS OR WARRANTIES HEREIN ARE MATERIALLY UNTRUE OR MATERIALLY MISLEADING, OR IF SELLER BREACHES ITS MATERIAL OBLIGATIONS (SUBJECT TO SECTION 32.3) HEREUNDER, THEN BUYER SHALL HAVE THE RIGHT, AS ITS SOLE AND EXCLUSIVE REMEDY, EITHER:
(a) TO TERMINATE THIS AGREEMENT BY GIVING NOTICE THEREOF TO SELLER, WHEREUPON THE DEPOSIT SHALL BE REFUNDED TO BUYER FREE AND CLEAR OF ALL RIGHTS AND CLAIMS BY SELLER WITH RESPECT THERETO, AND NEITHER PARTY SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER, EXCEPT FOR ANY OBLIGATIONS THAT HAVE ACCRUED UNDER THE INDEMNITY PROVISIONS OF THIS AGREEMENT AS OF THE DATE OF TERMINATION AND BUYER SHALL BE ENTITLED TO RECOVER FROM SELLER ALL OF BUYER’S OUT-OF-POCKET COSTS INCURRED IN CONNECTION WITH THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, COSTS AND EXPENSES OF BUYER’S DUE DILIGENCE ACTIVITIES AND ATTORNEYS’ FEES, BUT NOT TO EXCEED A TOTAL OF ONE HUNDRED FIFTY THOUSAND DOLLARS ($150,000.00); OR
(b) TO SEEK SPECIFIC PERFORMANCE BY SELLER OF ITS OBLIGATIONS UNDER THIS AGREEMENT. ANY ACTION FOR SPECIFIC PERFORMANCE MUST BE BROUGHT, IF AT ALL, WITHIN THIRTY (30) DAYS AFTER THE EARLIER OF THE SCHEDULED DATE OF CLOSING OR THE DATE BUYER ASSERTS SELLER’S ALLEGED BREACH OF THIS AGREEMENT, AND THE FAILURE TO BRING AN ACTION WITHIN THAT PERIOD SHALL CONSTITUTE BUYER’S DEEMED ELECTION TO TERMINATE THIS AGREEMENT UNDER SECTION 32.2(a) ABOVE. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY PUNITIVE, SPECULATIVE OR CONSEQUENTIAL DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR IN ANY EXHIBITS ATTACHED HERETO OR IN ANY DOCUMENTS EXECUTED OR TO BE EXECUTED IN CONNECTION HEREWITH (COLLECTIVELY, INCLUDING THIS AGREEMENT, SAID EXHIBITS AND ALL SUCH DOCUMENTS, THE “PURCHASE DOCUMENTS”), IT IS EXPRESSLY UNDERSTOOD AND AGREED BY AND BETWEEN THE PARTIES HERETO THAT THE RECOURSE OF BUYER OR ITS SUCCESSORS OR ASSIGNS AGAINST SELLER WITH RESPECT TO THE ALLEGED BREACH BY OR ON THE PART OF SELLER OF ANY REPRESENTATION, WARRANTY, COVENANT, UNDERTAKING, INDEMNITY OR AGREEMENT CONTAINED IN ANY OF THE PURCHASE DOCUMENTS (COLLECTIVELY, “SELLER’S UNDERTAKINGS”) SHALL (X) BE DEEMED WAIVED UNLESS BUYER HAS DELIVERED TO SELLER WRITTEN NOTICE THAT BUYER IS SEEKING RECOURSE UNDER SELLER’S UNDERTAKINGS AFTER THE CLOSING DATE BUT ON OR BEFORE THE DATE THAT IS NINE (9) MONTHS FOLLOWING THE CLOSING DATE AND BUYER HAS FILED SUIT WITH RESPECT THERETO ON OR BEFORE SUCH DATE, AND (Y) EXCEP...
Limitation on Liability of Seller. Notwithstanding anything to the contrary in this Agreement, in no event shall Seller be liable to Buyer or any person or entity claiming by, through or under Buyer, either prior to or following the Closing, for any lost profits or any form of consequential or punitive damages in connection with any claim, liability, demand or cause of action in manner relating to this Agreement, the Property or any portion thereof, the condition of the Property or any portion thereof, or any transaction or matter between the parties contemplated hereunder.
Limitation on Liability of Seller. Following the Closing, Seller shall have no further rights, duties or obligations as a party to the BGX License Agreement or the BGX Sublicense Agreement, each of which shall continue in full force and effect from and after the Closing Date as agreements between Buyer and Novo. Each party agrees that, except for the representations and warranties contained in this Agreement and the Related Documents, no party to this Agreement has made any other representations and warranties, and each party disclaims any other representations and warranties, made by itself, its officers, directors, employees, agents, financial and legal advisors or other representatives with respect to the execution and delivery of this Agreement and the Related Documents or the transactions contemplated hereby and thereby, notwithstanding the delivery of disclosure to any other party or any party’s representatives of any documentation or other information with respect to any one or more of the foregoing.
Limitation on Liability of Seller. The liability of Seller to Buyer for breach of the representations, warranties, agreements, covenants and obligations herein or in any Schedule, Exhibit, Certificate or financial statement delivered by any party to the other party incident to the transactions contemplated hereby (a "Breach") shall be subject to the following:
(a) No Damages shall be recoverable by the Buyers for a Breach, and no claim therefor shall be asserted for any purpose whatsoever hereunder, unless the amount of the Damages equals at least $100,000 in the aggregate and then only to the extent such Damages exceed $100,000 in the aggregate.
(b) The aggregate amount of Damages recoverable by the Buyers for a Breach in the aggregate shall be limited to $7,000,000.
