Limitations on Liability of Seller. Notwithstanding anything to the contrary herein:
Limitations on Liability of Seller. Notwithstanding any other provision of this Agreement:
Limitations on Liability of Seller. THE SELLER WILL NOT BE LIABLE FOR ANY RIGHT, CLAIM OR REMEDY, AND THE BUYER WILL INDEMNIFY THE SELLER AGAINST THE CLAIMS OF ANY THIRD PARTIES FOR ANY DEFECT, NONCONFORMANCE OR PROBLEM OF ANY KIND, ARISING OUT OF OR IN CONNECTION WITH ANY REPAIR OF WARRANTED PARTS OR ANY OTHER ACTIONS UNDERTAKEN BY THE BUYER UNDER THIS SUB-CLAUSE 12.1.7, INCLUDING BUT NOT LIMITED TO: (I) LIABILITY IN CONTRACT OR TORT, (II) LIABILITY ARISING FROM THE BUYER'S ACTUAL OR IMPUTED NEGLIGENCE, INTENTIONAL TORTS AND/OR STRICT LIABILITY, AND/OR (III) LIABILITY TO ANY THIRD PARTIES.
Limitations on Liability of Seller. Notwithstanding anything to the contrary herein, Seller’s indemnity obligations pursuant to Section 8.4 shall be subject to the following limitations:
Limitations on Liability of Seller. The parties agree that Article 201 of the Swiss Code of Obligations is not applicable to any claim arising out of or in connection with this Agreement.
Limitations on Liability of Seller. The liability of Seller under Section 6.1 of this Agreement shall be without deduction or limitation, except that such liability shall be only to a maximum amount of $1.5 million and may be payable in the form of the Promissory Note. Seller may, at Seller’s discretion, offset any amount that Seller may owe to Purchaser, if any, as indemnity pursuant to this Article 6, against amounts owed by Purchaser to Seller under the Note.
Limitations on Liability of Seller. (a) Notwithstanding any other provisions of this Agreement to the contrary, the Seller shall not have any liability under or in connection with this Agreement or the transactions contemplated hereby for any Losses with respect to any individual claim (as the case may be) unless and until such Losses claimed exceed Three Million United States dollars (US$3,000,000) (“De Minimis Amount”); provided, however, that such limitation shall not apply to any breach by the Seller of the representations and warranties set forth in Section 3.2.
Limitations on Liability of Seller. Notwithstanding any other provision of this Agreement or any right or remedy available under any law, from and after the Closing:
Limitations on Liability of Seller. The liability of Seller under Section 7.1 of this Agreement shall be without deduction or limitation, except that such liability shall:
Limitations on Liability of Seller. Seller Group shall not be liable for any punitive, incidental, indirect, special, or consequential damages resulting from or arising out of any Purchaser Claims, including damages for lost revenues, income, profits, or any other damage or loss resulting from the disruption to or loss of operation of the Facility, except to the extent Purchaser Group suffers such damages to a third party not affiliated with Purchaser or Purchaser’s Guarantors in connection with a Third Party Claim. The aggregate cumulative Losses for which Seller Group shall be liable under Section 7.2(a)(i) and Section 7.2(a)(ii) for all claims thereunder shall be limited to twenty-five percent (25%) of the Adjusted Purchase Price, except only for: (i) Indemnifiable Claims arising under Sections 4.1, 4.2, 4.3, and 4.4, in which case the aggregate cumulative Losses for which Seller Group shall be liable for such Indemnifiable Claims shall be limited to one hundred percent (100%) of the Adjusted Purchase Price, in each case taking into account cumulative amounts paid on all other claims (provided that except as limited by the last sentence of this Section 7.2(b) Losses arising under the Sections listed above will not be taken into account in limiting liability resulting from breach of the Sections not listed); and (ii) the aggregate cumulative Losses for which Seller Group shall be liable for Indemnifiable Claims under Section 7.2(a)(i) and 7.2(a)(ii) if Closing does not occur Purchase and Sale Agreement shall be limited to fifteen percent (15%) of the Adjusted Purchase Price. Seller’s obligation to indemnify Purchaser Group under Section 7.2(a)(i) shall terminate on (i) with respect to breaches of covenants, obligations or agreements that are to be performed on or before the Closing Date, the date that is one (i) year from the Closing Date, (ii) with respect to breaches of Section 6.10, the date that is three (3) years from the Closing Date, and (iii) with respect to breaches of any other covenants, obligations or agreements, the date that is one year following the date of such breach. Seller’s obligation to indemnify Purchaser under Section 7.2(a)(ii) with respect to any Seller representation or warranty shall terminate upon expiration of such representation warranty hereunder pursuant to Section 11.15 below. To the extent that any Indemnifiable Claims arising under Sections 7.2(a)(iii) or 7.2(a)(iv) are also Indemnifiable Claims under Sections 7.2(a)(i) or 7.2(a)(ii), Purchaser Group shal...
