Limitation on Seller’s Liability Sample Clauses
Limitation on Seller’s Liability. (a) No partner, member, employee, shareholder or agent of the Sellers, nor any of Sellers’ Related Entities, 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 the Buyer and its successors and assigns and, without limitation, all other persons and entities, shall look solely to the Sellers’ assets for the payment of any claim or for any performance, and the Buyer, on behalf of itself and its successors and assigns, hereby waives any and all such personal liability.
(b) The provisions of this Section 13.5 shall survive all Closings hereunder or sooner termination of this Agreement.
Limitation on Seller’s Liability. Seller’s maximum aggregate liability for Claims for breaches of representations and warranties under this Agreement is limited to Seller’s Maximum Liability set forth in Part VI of Appendix B; provided that the Seller’s Maximum Liability will not apply to any Claim based on (A) actual fraud or (B) any breach of the representations and warranties set forth in Sections 2.1, 2.2, 2.3, 2.5, 2.6, 2.9 and 2.11.
Limitation on Seller’s Liability. In addition to the limitation set forth in Section 16 below, in the event that Buyer has knowledge, through its Due Diligence Review or otherwise, that any of the representations or warranties made by Seller under this Agreement were not true or correct when made or that Seller has breached a covenant hereunder, and if Buyer nevertheless closes the transaction contemplated by this Agreement, then Buyer shall be deemed to have waived any such representation and warranty or covenant breach (as applicable) and shall have no further claim against Seller with respect thereto.
Limitation on Seller’s Liability. (a) The aggregate total liability of the Sellers in respect of all Relevant Claims shall be limited to US$100,000,000 (the “Maximum Liability Amount”) and the aggregate liability of each Seller in respect of all Relevant Claims shall be limited to that Seller’s Respective Percentage of the Maximum Liability Amount; provided, however, that (A) except as provided in clause (B) below, this clause shall not apply to any Relevant Claims arising out of a breach or alleged breach of any of the Fundamental Company Warranties or any of the Fundamental Seller Warranties and (B) in no event shall the Sellers’ aggregate liability in respect of all Relevant Claims (including those under the Fundamental Company Warranties and the Fundamental Seller Warranties) exceed the Purchase Price.
(b) The maximum liability of each individual Seller in respect of any individual Relevant Claim shall be limited to that Seller’s Respective Percentage of the value of such Relevant Claim.
(c) The Sellers shall not have any liability for a Relevant Claim:
(i) unless the aggregate of all Relevant Claims for which Sellers would, but for this Section 8.01(c)(i), be liable exceed on a cumulative basis an amount equal to $2,500,000, and then only to the extent of any such excess; provided, however, that this clause (i) shall not apply to any Relevant Claims arising out of a breach or alleged breach of the Fundamental Company Warranties or the Fundamental Seller Warranties or Section 3.20 or Section 2.07;
(ii) where the amount of the Relevant Claim is less than $175,000; provided, however, that this clause (ii) shall not apply to any Relevant Claims arising out of a breach or alleged breach of the Fundamental Company Warranties or the Fundamental Seller Warranties or Section 3.20 or Section 2.07;
(iii) if the Relevant Claim arises or occurs as a result of any action taken or omitted to be taken by Purchaser (or by the Company or any of the Subsidiaries at the request, or with the consent, in writing of Purchaser), including any change in the accounting or Tax policies or practices of the Company or any Subsidiary after the Closing introduced by Purchaser;
(iv) where the matter the subject of the Relevant Claim is capable of remedy by the Sellers, and the matter is remedied to Purchaser’s reasonable satisfaction within 30 days after the date on which such matter is notified to the Sellers;
(v) if the Relevant Claim occurs as a result of or is otherwise attributable to:
(1) any legislation not i...
Limitation on Seller’s Liability. Without limiting any other disclaimer or release of Seller liability under this Agreement, Buyer agrees that Seller shall not have any liability, obligation, or responsibility of any kind with respect to any of the matters described in Paragraph 10 of the Inspection Agreement.
Limitation on Seller’s Liability. Notwithstanding any other provision of this Article 5 to the contrary, (a) Seller shall not have any indemnification obligations for claims under Section 5.1 unless and until the aggregate amount of such claims exceeds $30,000 (provided that, once the amount of such claims exceeds $30,000, Seller shall pay damages from the first dollar of damages) and (b) in no event shall Seller’s aggregate liability for claims under Section 5.1 of this Agreement exceed $500,010.00; provided, however, that the limitations on liability set forth in this Section 5.2 shall not apply to any loss or liability arising from any breach of any of Seller’s Warranties, or to Seller’s obligations with respect to re-prorations under Section 3.2, which liability and obligations shall not be credited against the foregoing cap. The provisions of this Article 5 shall be the sole and exclusive remedy of Buyer with respect to matters which are subject to indemnification by Seller under Section 5.1 of this Agreement, all other remedies with respect to such matters being hereby waived.
Limitation on Seller’s Liability. Seller shall have no liability to Purchaser for a breach of any representation or warranty unless the valid claims for all such breaches collectively aggregate more than $100,000 (the “Floor”), in which event the full amount of such valid claims shall be actionable, up to a maximum of $500,000 (the “Cap”).
Limitation on Seller’s Liability. Except, and to the extent of, Seller's express representations and warranties as set forth in this Agreement, Seller shall not have any liability, obligation or responsibility of any kind with respect to the following:
(i) The content or accuracy of any document and material including any report, study, opinion or conclusion of any soils, toxic, environmental or other engineer or other person or entity who has examined the Property or any aspect thereof;
(ii) The content or accuracy of any information released to Buyer by an engineer or planner in connection with the development of the Property;
(iii) The availability of building or other permits or approvals for the Property by any state or local governmental bodies with jurisdiction over the Property;
(iv) Any of the items delivered to Buyer pursuant to Buyer's review of the condition of the Property; and
(v) The content or accuracy of any other developmental or construction cost, projection, financial or marketing analysis or other information given to Buyer by Seller or reviewed by Buyer with respect to the Property.
Limitation on Seller’s Liability. Seller’s maximum aggregate liability for Claims for breaches of representations and warranties under this Agreement with respect to an Acquisition is limited to Seller’s Maximum Liability set forth in Part VI of Section A of the applicable Appendix for such Acquisition; provided that the Seller’s Maximum Liability will not apply to any Claim based on (A) actual fraud or willful misrepresentation with respect to such Acquisition, (B) any breach of the representations and warranties set forth in Sections 2.1, 2.2, 2.3, 2.5, 2.6, 2.9, 2.11 and 2.18 (solely with respect to the Indebtedness of the Project Company relating to such Acquisition) or (C) for the avoidance of doubt, Covered Taxes.
Limitation on Seller’s Liability. 6.1 Subject to Clause 5.2, the Sellers’ liability under the Warranties shall be limited as follows:-
6.1.1 no Claim shall be made by the Buyer unless the aggregate amount of all Claims under this agreement and the Cinemasonline Purchase Agreement (including all previous Claims whether or not satisfied) shall equal or exceed £50,000 in which case the whole amount shall be capable of being claimed and not merely the excess, provided that Claims for breaches of Warranties under Clause 5.2 or Clause 5.4 of Schedule 3 shall not be subject to this limitation;
6.1.2 the liability of Jxxxxxx Xxxxxxx and Mxxxxxx Xxxxxxx in respect of all the Warranties (and in respect also of Claims under the Tax Covenant) is limited to the cash paid to each by way of Consideration;
6.1.3 the liability of Mxxxxxxx Xxxxxxxxxx and Gxxxxx Xxxxxxxxxx in respect of all the Warranties (and in respect also of Claims under the Tax Covenant) under this agreement and the Cinemasonline Purchase Agreement is limited to the cash paid to each by way of Consideration under this agreement and any consideration received by either of them pursuant to the Cinemasonline Purchase Agreement less any amount advanced (whether by way of loan or gift) out of such proceeds to any of the Cxxxxxxxxx Parties if and only if the recipient of such proceeds agrees in writing to assume the liabilities of Mxxxxxxx Xxxxxxxxxx or Gxxxxx Xxxxxxxxxx, as applicable, in respect of the Warranties and any Claims under the Tax Covenant, limited to the amount of such proceeds received;
6.1.4 no Claim for breach of the Warranties other than the Tax Warranties shall be made unless the Claim has been notified in writing to the Warrantors in reasonable detail before the second anniversary of Completion;
6.1.5 no Claim for breach of the Tax Warranties shall be made unless the Claim has been notified in writing to the Warrantors in reasonable detail before the seventh anniversary of Completion;
6.1.6 subject to clause 6.1.7, the aggregate liability of all the Warrantors in respect of all the Warranties and the Tax Covenant under this agreement and the Cinemasonline Purchase Agreement is limited to the Consideration received by them under this agreement and any consideration received by any of them pursuant to the Cinemasonline Purchase Agreement;
6.1.7 the aggregate liability of Jxxxxxx Xxxxxxx and Exxxxx Xxxxxxx in respect of (a) the Warranties shall be limited to the total Consideration paid by Buyer under this agreement and the t...