Common use of Limitation on Seller’s Liability Clause in Contracts

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.

Appears in 9 contracts

Samples: Purchase and Sale Agreement, Purchase and Sale Agreement, Purchase and Sale Agreement (Pattern Energy Group Inc.)

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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 2.9, and 2.11.

Appears in 7 contracts

Samples: Purchase and Sale Agreement (Pattern Energy Group Inc.), Purchase and Sale Agreement (Pattern Energy Group Inc.), Purchase and Sale 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 willful misrepresentation, (B) any breach of the representations and warranties set forth in Sections 2.1‎2.1, 2.2‎2.2, 2.3‎2.3, 2.5‎2.5, 2.6‎2.6, 2.9 2.9, ‎2.11 and 2.11‎2.18 (solely with respect to the Indebtedness of HoldCo and its Subsidiaries) or (C) for the avoidance of doubt, Covered Taxes.

Appears in 3 contracts

Samples: Purchase and Sale Agreement (Pattern Energy Group Inc.), Purchase and Sale Agreement (Pattern Energy Group Inc.), Purchase and Sale 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 V of Appendix B; provided that the Seller’s Maximum Liability will not apply to any Claim based on (A) actual fraud or willful misrepresentation 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 2.9, 2.11 and 2.112.18 (solely with respect to the Indebtedness of the Acquired Entities and their respective Subsidiaries).

Appears in 3 contracts

Samples: Purchase and Sale Agreement (Pattern Energy Group Inc.), Purchase and Sale Agreement, Purchase and Sale 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 willful misrepresentation 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 2.9, 2.11 and 2.112.18 (solely with respect to the Indebtedness of HoldCo and its Subsidiaries).

Appears in 2 contracts

Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Pattern Energy Group Inc.)

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 willful misrepresentation 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 2.9, 2.11 and 2.112.18 (solely with respect to the Indebtedness of the Project Company, the General Partner and their respective Subsidiaries).

Appears in 2 contracts

Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Pattern Energy Group Inc.)

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 V of Appendix B; provided that the Seller’s Maximum Liability will not apply to any Claim based on (A) actual fraud or willful misrepresentation 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 2.9, 2.11 and 2.11.2.18 (solely with respect to the Indebtedness of the Acquired Entities and their respective Subsidiaries). 16

Appears in 1 contract

Samples: Purchase and Sale Agreement (Pattern Energy Group Inc.)

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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 willful misrepresentation 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 2.9, 2.11 and 2.112.18 (solely with respect to the Indebtedness of the Acquired Entities and their respective Subsidiaries).

Appears in 1 contract

Samples: Purchase and Sale Agreement (Pattern Energy Group Inc.)

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 willful misrepresentation 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 2.9, 2.11 and 2.112.19 (solely with respect to the Indebtedness of the Project Company).

Appears in 1 contract

Samples: Purchase and Sale Agreement (Pattern Energy Group Inc.)

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 willful misrepresentation 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 2.9, 2.11 and 2.112.18 (solely with respect to the Indebtedness of the Project Company).

Appears in 1 contract

Samples: Purchase and Sale Agreement (Pattern Energy Group Inc.)

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