Limitations of Seller's Liability Sample Clauses

Limitations of Seller's Liability. This Agreement contemplates that all investments by or in Dealer shall be made, and Dealer shall purchase and resell Nissan Products, in conformity with the provisions hereof, but otherwise in the discretion of Dealer. Except as herein specified, nothing herein contained shall impose any liability on Seller in connection with the business of Dealer or otherwise or for any expenditures made or incurred by Dealer in preparation for performance or in performance of Dealer's responsibilities under this Agreement.

Limitations of Seller's Liability. 11.1. Seller contracts to supply Bunker only upon the basis of the liabilities as set forth below, unless otherwise negotiated by the parties and agreed to in writing. The Seller shall not be liable for damages of whatever nature, including physical injury, nor for delivery of bunkers or services, no matter whether or not such damages or delay has been caused by fault or negligence on the side of the Seller. The Seller shall furthermore not be liable for damages or delay as described above when such damages or delay has been caused by the fault or negligence of its personnel, representatives, or sub-contractors. Liability of the Seller for consequential damages is excluded. In any event, and notwithstanding anything to the contrary herein, liability of the Seller shall under no circumstances exceed US$ 50,000.00 (USD Fifty Thousand). Buyer and its Vessel (inclusive her owners, charterers, managers, and agents), shall be solely responsible for any loss or damage occurring on board or to the Vessel resulting from any incident arising out of or in connection with bad weather conditions and/or circumstances beyond control of sellers and/or their barge, terminal, plant, vehicle, pumps, equipment, machineries etc. 11.2. Seller is not liable for any loss, damage, expense, or delay resulting from strikes or labor difficulties whatsoever and wheresoever occurring or for stoppage or delay of work due to causes beyond its control. 11.3. Seller is not liable for supplying defective or improper Bunker, or Bunker other than as ordered by Xxxxx, unless the same is directly and solely caused by the negligence of Seller’s own employees, which negligence must be affirmatively proved. In such event, Seller’s liability, if any, is strictly limit to the cost of replacement of the defective or improper or wrong kind of Bunker at the date and port furnished. Buyer acknowledges and warrants that it is Xxxxx’s responsibility to test the fuel provided and to ensure that it is proper in all respects prior to the use of such fuel on Buyer’s vessel. Accordingly, Seller shall not be responsible for any damage to Buyer’s vessel, including, without limitation thereto, its machinery or tanks or their contents, caused by use of defective, improper or the wrong kind of Bunker. Under no circumstances will Seller be liable for any consequential damages whatsoever including, without limitation delay, detention, demurrage, charter hire, crew wages, towage, pilotage, port or wharf charges, lost ...

Limitations of Seller's Liability. (a) The Seller ---------------------------------- shall not be required to indemnify an Person pursuant to subsection 9.1 for: (i) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Person; or (ii) recourse for non-payment by an Obligor (except as otherwise provided in this Agreement) for Defaulted Receivables; or (iii) any income, franchise or other similar taxes imposed on any Indemnified Person as a result of any of the indemnities provided in subsection 9.1(a) arising out of or as a result of this Agreement or in respect of any Receivables or any Contract; or (iv) Indemnified Amounts resulting from actions taken or failed to be taken by a successor Servicer that is not an Affiliate of the Seller appointed pursuant to subsection 3.1(b). (b) Each of the Managing Facility Agent, each Administrative Agent, each Co-Administrative Agent and each Purchaser hereby waives, to the maximum extent not prohibited by law, any right it may have to claim or recover as Indemnified Amounts under this Section 9 any special, exemplary, punitive or consequential damages; provided that the waiver contained -------- in this subsection 9.2(b) shall not extend to, and the Managing Facility Agent, each Administrative Agent, each Co-Administrative Agent and each Purchaser does not waive, any right to claim or recover from the Seller any special, exemplary, punitive or consequential damages for which an Indemnified Person is liable to any Person (other than an Affiliate of such Indemnified Person).

Limitations of Seller's Liability. () The Seller shall not be required to indemnify an Indemnified Person pursuant to subsection 9.1 for: (i) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Person; or (ii) recourse for non-payment by an Obligor (except as otherwise provided in this Agreement) for Defaulted Receivables; or (iii) any income, franchise or other similar taxes imposed on any Indemnified Person as a result of any of the indemnities provided in subsection 9.1(a) arising out of or as a result of this Agreement or in respect of any Receivables or any Contract; or (iv) Indemnified Amounts resulting from actions taken or failed to be taken by a successor Servicer that is not an Affiliate of the Seller appointed pursuant to subsection 3.1(b).

Limitations of Seller's Liability. This Agreement contemplates that all investments by or in Dealer shall be made, and Dealer shall purchase and resell Infiniti Products, in conformity with the provisions hereof, but otherwise in the discretion of Dealer. Except as herein specified, nothing herein contained shall impose any liability on Seller in connection with the business of Dealer or otherwise or for any expenditures made or incurred by Dealer in preparation for performance or in performance of Dealer's responsibilities under this Agreement.

Limitations of Seller's Liability. 8.1 The liability of the Sellers under this Umbrella Agreement and the Transaction Agreements and any schedules or exhibits hereto or thereto shall be limited in accordance with the provisions of Clauses 8.2 to 8.15 of this Umbrella Agreement (inclusive). 8.2 The liability of the Sellers under this Umbrella Agreement and the Transaction Agreements and any schedules or exhibits hereto or thereto shall cease on the first anniversary of the First Completion except as regards any alleged specific breach in respect of which notice in writing (containing reasonable details of the event or circumstances giving rise to the breach and a reasonable estimate of the amount of the liability in question or if such amount is not possible to determine the Purchasers best estimate of such amount). Notwithstanding the foregoing, the representations and warranties in Clauses 6.1 to 6.5 herein shall survive indefinitely, 8.3 Where in relation to a claim for damages under this Umbrella Agreement and the Transaction Agreements and the schedule and exhibits hereto and thereto, a notice has been served in accordance with Clause 14 of this Umbrella Agreement then unless proceedings are commenced in respect of that claim by the issue and service of legal process (which are not satisfied or withdrawn or settled) within two (2) months of the date of the notice the Sellers shall cease to be under any liability in respect of that claim. 8.4 The Sellers shall not be liable for breach of this Umbrella Agreement and the Transaction Agreements and the schedules and exhibits hereto and thereto unless: 8.6 The Sellers shall not be liable in respect of any claim for whatever reason, if the claim: 8.6.1 occurs or arises as a result of any change or changes in legislation made after the Completion; 8.6.2 occurs or arises wholly or parity out of or as a result of or in connection with: 8.6.2.1 any change in the nature of the Businesses or in the manner of conducting the Businesses after the Completion; 8.6.2.2 any asset acquired by the Purchasers or any of its affiliates after the date of Completion; or 8.6.2.3 any matter or thing that has been or is made good or otherwise compensated for at no expense to the Purchasers. 8.7 Any payment made in respect of any claim by the Sellers shall be deemed (as between the Sellers and the Purchasers) to be a reduction in the Danish Purchase Price and the Polish Purchase Price, as applicable, payable by the Sellers to the Purchasers under this Umbrella Agree...

Limitations of Seller's Liability. Seller’s liability under Sections 8.1 (Indemnification Obligation of Seller) shall be subject to the quantitative and time limitations set forth below:

Limitations of Seller's Liability. Minimum claims 11.1 The Seller shall not be liable in respect of a breach of a provision of this agreement unless the amount of the individual Damage exceeds $75,000 (seventy-five thousand USD) and the aggregate amount of all such Damage exceeds $750,000 (seventy-five hundred thousand USD) in which case the Seller's liability shall be for the excess only. 11.2 The maximum aggregate liability of the Seller for Claims relating to any Seller's Warranty set out in paragraph 1 (Authority and capacity of the Seller), 2 (Corporate Organisation) and 3 (Shares) of Schedule 6 (jointly: "Fundamental Warranties") shall be limited to the amount of the Purchase Price as actually received by the Seller in cash. 11.3 The Seller's maximum aggregate liability for any other claims under the Seller's Warranties and/or this agreement shall not exceed an amount of $25,000,000 (twenty-five million USD). 11.4 The Seller shall not be liable for a Seller's Warranty Breach, unless the Claim Notice is received by the Seller: (a) within 10 years following the Completion Date in respect of Claims relating to any Fundamental Warranties as set out in paragraph 3 (Shares); (b) within 5 years following the Completion Date in respect of Claims relating to any Fundamental Warranties other than paragraph 3 (Shares); Project Waterway - Share Purchase Agreement 17 (c) before the expiry of the applicable statute of limitation, in respect of Claims relating to any Seller's Warranty set out in paragraph 9 (Tax); and (d) within 24 months following the Completion Date, in respect of Claims relating to any Seller's Warranty other than the Fundamental Warranties.

Limitations of Seller's Liability. 11.1 Dollar Limitation Seller's total liability with respect to any claims of Buyer for any breach or default of this Agreement by Seller (including, without limitation, any of breach of Seller's representations and warranties under Section 2 and any default of Seller's obligations under paragraphs 9.1 and 9

Limitations of Seller's Liability. 11.1 De Minimis Amount; Basket; Cap. For Breaches and consequences of Breaches Section 15.1 of the ASPA shall apply accordingly. It is understood that for the calculation of the amount exceeding the Basket and for the application of the Cap set forth in Section 17.1 2nd paragraph of the ASPA, the aggregate individual claims under this Agreement and under the ASPA exceeding such De Minimis Amount shall be taken into account collectively.