Limitation on the Buyer’s Liability. The total liability of the Buyer for all claims arising out of, or relating to the performance or breach of, this Contract or the use of any Equipment or Services for each Project shall not exceed the Purchase Order Price for such Project (as adjusted pursuant to Article 11); provided, however, that this limitation shall not apply to any claim (a) due to the fraud, gross negligence, or willful misconduct of the Buyer, or (b) for indemnification for third party claims as provided for in this Contract. The Buyer’s liability for each Project shall terminate forty-five (45) months after Commercial Operation of the last Unit purchased under the Purchase Order for such Project. The Seller may enforce a claim that accrued before that date by giving a written notice to the Buyer no later than *** months after Commercial Operation of the last Unit purchased under such Purchase Order.
Limitation on the Buyer’s Liability. Notwithstanding anything to the contrary set forth herein, the Buyer shall not be liable for any Loss to any Person, including any Seller, for any action taken or not taken by the Representative or for any act or omission taken or not taken in reliance upon the actions taken or not taken or decisions, communications or writings made, given or executed by the Representative, including any failure of the Representative to distribute, or to distribute or sub divide in the correct amounts, any payments made to the Representative by the Buyer for distribution to any Seller, among the Sellers or any other Person; it being understood that once the Buyer has made such a payment to the Representative for distribution to any Seller, among the Sellers or to such other Person, such payment shall constitute a complete discharge of the relevant payment obligation of the Buyer.
Limitation on the Buyer’s Liability. The total liability of the Buyer for all claims arising out of, or relating to the performance or breach of, this Contract or the use of any Equipment or Services for each Project shall not exceed the Purchase Order Price for such Project (as adjusted pursuant to Article 11); provided, however, that this limitation shall not apply to any claim (a) due to the gross negligence, or willful misconduct of the Buyer, or (b) for indemnification for third party claims as provided for in this Contract. The Buyer’s liability for each Project shall terminate upon the earlier of *** (***) months after Commercial Operation or *** (***) months after Delivery of the last Unit purchased under the Purchase Order for such Project. The Seller may enforce a claim that accrued before that date by giving a written notice to the Buyer no later than *** (***) months after Commercial Operation of the last Unit purchased under such Purchase Order.
Limitation on the Buyer’s Liability. Except as expressly set forth herein, the Buyer shall have no Liability under Section 3(a) of this Appendix C until the total of all Losses exceeds the Indemnification Threshold, at which time the Buyer shall be responsible for all Losses. The maximum Liability of the Buyer under Section 3(a) of this Appendix C shall be limited to the Indemnification Cap and the Buyer shall have no Liability thereunder in excess of, or apart from, such amount. Notwithstanding the foregoing, indemnification relating to (a) the Fundamental Representations, or (ii) Sections 3(b) or 3(c) of this Appendix C shall not be subject to the foregoing limitations or any other limitations in this Appendix C.
Limitation on the Buyer’s Liability. Notwithstanding anything to the contrary set forth herein, the Buyer shall not be liable for any Loss to any Person, including any Stockholder, for any action taken or not taken by the Representative or for any act or omission taken or not taken in reliance upon the actions taken or not taken or decisions, communications or writings made, given or executed by the Representative, including any failure of the Representative to distribute, or to distribute or sub divide in the correct consideration payments made to the Representative by the Buyer for delivery to any Stockholder, among the Stockholders or any other Person; it being understood that that once the Buyer has made such a consideration payment to the Representative for delivery to any Stockholder, among the Stockholders or to such other Person, such consideration payment shall constitute a complete discharge of the relevant payment obligation of the Buyer.
Limitation on the Buyer’s Liability. Notwithstanding anything to the contrary set forth herein, neither the Buyer nor the Surviving Company shall be liable for any Loss to any Person, including any Equityholder, for any action taken or not taken by the Representative or for any act or omission taken or not taken in reliance upon the actions taken or not taken or decisions, communications or writings made, given or executed by the Representative.
Limitation on the Buyer’s Liability. Notwithstanding anything to the contrary set forth herein, the Buyer shall not be liable for any Loss or Indirect Loss to any Person, including any Seller, for any action taken or not taken by the Representative or for any act or omission taken or not taken in reliance upon the actions taken or not taken or decisions, communications or writings made, given or executed by the Representative, including any failure of the Representative to distribute, or to distribute or sub divide in the correct amounts, any payments made to the Representative by (or cause to be made by) the Buyer for distribution to or among the Sellers or any other Person; it being understood that once the Buyer has made, or has caused to be made, such a payment to the Representative or either Xxxxx NewCo or GPS NewCo for distribution to or among the Sellers or any other Person, such payment shall constitute a complete discharge of the relevant payment obligation of the Buyer, and neither the Buyer, nor on or after the Closing, the Acquired Companies, will have any Liability or obligation to any Seller or any other Person for any payment made in accordance with this Agreement or any other distribution by the Representative to the Sellers or among the Sellers or any other Person, or for any errors, omissions or inaccuracies in the determination of such amounts.
