Limitations on Seller’s Liability. Notwithstanding anything to the contrary in this Agreement, the liability of Seller under this Agreement and any documents delivered in connection herewith or contemplated hereby shall be limited as follows:
Limitations on Seller’s Liability. (i) All representations and warranties of Buyer made in this Agreement and all representations and warranties of Seller set forth in this Agreement shall be deemed to have been made as of the Effective Date and again as of the Closing Date. Notwithstanding the foregoing, Seller’s representations and warranties contained in this Agreement or in any of the “Purchase Documents” (as hereinafter defined) shall survive the Closing for a period of nine (9) months after the Closing Date (the “Survival Period”), subject to the provisions of this Paragraph 9(c). Notwithstanding anything to the contrary contained in this Agreement or in any exhibits attached hereto or in any documents executed or to be executed in connection herewith (collectively, including this Agreement, said exhibits and all such documents, the “Purchase Documents”), it is expressly understood and agreed by and between the parties hereto that the recourse of Buyer or its successors or assigns against Seller or any Respective Seller with respect to the alleged breach by or on the part of Seller or a Respective Seller of any representation, warranty, covenant, undertaking, indemnity or agreement contained in any of the Purchase Documents (collectively, “Seller’s Undertakings”) shall (A) be deemed waived unless Buyer has both delivered to the Respective Seller written notice that Buyer is seeking recourse under Seller’s Undertakings (the “Recourse Notice”) and filed suit with respect thereto after the Closing Date but prior to the expiration of the Survival Period, and (B) be limited to an amount not to exceed an amount equal to [REDACTED] of the Purchase Price (the “Cap”) in the aggregate for all recourse of Buyer under the Purchase Documents. For the avoidance of doubt, the Cap shall apply to any and all claims Buyer may have against any and all Respective Sellers, such that in no event shall Seller be liable to Buyer in the aggregate in excess of the Cap. Seller shall have no liability to Buyer for a breach or default of any of Seller’s Undertakings unless the valid claims for all such breaches and defaults collectively aggregate more than [REDACTED], in which event the full amount of such, valid claims shall be actionable. Any Seller’s Undertakings for which a Recourse Notice has not been given, or for which such specific suit has not been commenced on or before the expiration of the Survival Period, shall terminate and cease to be of any force or effect and neither party shall have any right, r...
Limitations on Seller’s Liability. (a) If the Closing occurs, and subject to Section 14.3(b), Seller will have no liability to Buyer or any other person for indemnification or otherwise with respect to:
Limitations on Seller’s Liability. BUYER UNDERSTANDS AND ACKNOWLEDGES THAT SELLER HAS ACQUIRED THE PROPERTY AS A RESULT OF A FORECLOSURE, DEED-IN-LIEU OF FORECLOSURE OR SIMILAR PROCESS. SELLER HAS NEVER OCCUPIED THE PROPERTY AND HAS LITTLE OR NO DIRECT KNOWLEDGE ABOUT THE PHYSICAL CONDITION OF THE PROPERTY. BUYER AGREES THAT BUYER IS PURCHASING THE PROPERTY “AS IS” (AS MORE FULLY SET FORTH IN PARAGRAPH 14 OF THIS AGREEMENT. NOTWITHSTANDING ANY PROVISION TO THE CONTRARY IN THE AGREEMENT, SELLER’S LIABILITY AND BUYER’S SOLE AND EXCLUSIVE REMEDY IN ALL CIRCUMSTANCES AND FOR ALL CLAIMS ARISING OUT OF OR RELATING IN ANY WAY TO THE AGREEMENT OR THE SALE OF THE PROPERTY TO BUYER, INCLUDING BUT NOT LIMITED TO SELLER’S BREACH OR TERMINATION OF THE AGREEMENT, THE CONDITION OF THE PROPERTY, SELLER’S TITLE TO THE PROPERTY, THE OCCUPANCY STATUS OF THE PROPERTY, THE SIZE, SQUARE FOOTAGE, BOUNDARIES OR LOCATION OF THE PROPERTY OR ANY OF THE ITEMS LISTED IN PARAGRAPH 14 OF THE AGREEMENT OR ANY OTHER COSTS OR EXPENSES INCURRED BY BUYER IN CONNECTION WITH THE AGREEMENT SHALL BE LIMITED TO NO MORE THAN: A RETURN OF BUYER’S DEPOSIT IF THE SALE TO BUYER DOES NOT CLOSE; AND THE LESSER OF BUYER’S ACTUAL DAMAGES OR $5,000 IF THE SALE TO BUYER CLOSES. BUYER SHALL NOT BE ENTITLED TO A RETURN OF BUYER’S DEPOSIT IF BUYER MATERIALLY BREACHES THE AGREEMENT. BUYER AGREES THAT SELLER SHALL NOT BE LIABLE TO PURCHASER UNDER ANY CIRCUMSTANCES FOR ANY SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES WHATSOEVER, WHETHER IN CONTRACT, TORT, (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR ANY OTHER LEGAL OR EQUITABLE PRINCIPLE, THEORY, OR CAUSE OF ACTION ARISING OUT OF OR RELATED IN ANY WAY TO ANY CLAIM, INCLUDING BUT NOT LIMITED TO, THE AFOREMENTIONED CLAIM. ANY REFERENCE TO RETURN OF BUYER’S DEPOSIT CONTAINED IN THE AGREEMENT SHALL MEAN A RETURN OF THE DEPOSIT, LESS ANY ESCROW CANCELLATION FEES, CLOSING COSTS, THIRD PARTY COSTS AND ANY OTHER COSTS PAYABLE FOR SERVICES AND PRODUCTS PROVIDED DURING ESCROW AT BUYER’S REQUEST. TO THE FULLEST EXTENT PERMITTED BY LAW, BUYER WAIVES ANY CLAIMS THAT THE PROPERTY IS UNIQUE AND BUYER ACKNOWLEDGES THAT A RETURN OF THEIR DEPOSIT CAN ADEQUATELY AND FAIRLY COMPENSATE PURCHASER FOR ALL CLAIMS. UPON RETURN OF BUYER’S DEPOSIT TO BUYER, THE AGREEMENT SHALL BE TERMINATED, AND BUYER AND SELLER SHALL HAVE NO FURTHER LIABILITY, OBLIGATION OR RESPONSIBILITY TO EACH OTHER IN CONNECTION WITH THE AGREEMENT. IF THE SALE TO BUYER CLOSES AND SELLER COMPENSATES BUYER AS PROVIDED ABOVE FOR BUYER’S ACTUAL DAMAGES, ...
Limitations on Seller’s Liability. The Sellers will not be liable under the indemnity provision in Section 7.2 in respect of any claim unless:
Limitations on Seller’s Liability. Notwithstanding any provisions contained in this Agreement: (a) the period of limitations and survival with respect to the representations and warranties of Seller under this Agreement (collectively, “Seller’s Representations and Warranties”) shall expire upon the date which is twelve (12) months following the date of Closing, and (b) Seller’s liability for any and all of Seller’s Representations and Warranties shall be limited to Five Hundred Thousand and no/100 Dollars ($500,000.00) in the aggregate with respect to a breach of Seller’s Representations and Warranties hereunder, as to which Purchaser notifies Seller and institutes legal proceedings against Seller within twelve (12) months following the Closing Date, which notice must describe the breach. In no event shall Seller be liable to Purchaser for consequential, special, indirect, punitive, or exemplary damages, whatever the nature of a breach by Seller of its obligations under this Agreement, and Purchaser hereby waives all claims for consequential, special, indirect, punitive, or exemplary damages and/or lost profits it may have against Seller. The foregoing limitation and waiver shall survive Closing and shall not merge with the Deed or title to the Property.
Limitations on Seller’s Liability. Notwithstanding any other provision hereof, Sellers shall not be liable for any Losses under this Section 15. in excess of the aggregate amount of the Purchase Price received by Sellers at the time the claim for indemnification is made. Further, the indemnification provided for against Sellers in favor of the Buyer Indemnified Parties shall be, notwithstanding any other provision hereof, the exclusive remedy of the Buyer Indemnified Parties for claims against Sellers under or arising from this Agreement.
Limitations on Seller’s Liability. No liability shall attach to any Seller or Warrantor in respect of any claims under a Warranty or any other provision of this Agreement other than the covenants set out in Clauses 5.1, 5.2, 5.6 and 7 to the extent that a limitation set out in Schedule 5 applies. Each provision of Schedule 5 shall be read and construed without prejudice to each of the other provisions of Schedule 5.
Limitations on Seller’s Liability. The liability of Seller under Section VIII.1. of this Agreement shall be without deduction or limitation, except that the liability of Seller under Section VIII.1.a., and Section VIII.1.d. and Section VIII.1.g (to the extent it relates to Sections VIII.1.a or VIII.1.d of this Agreement) shall:
Limitations on Seller’s Liability. (a) Other than as set out in Section 9.3(a) or contained in the SH Subscription and Call Option Agreement, no Seller shall be required to settle any Liability by a cash payment to the Buyer, MSP or TMW in respect of a breach of this Agreement and/or the documents in the Agreed Form and the Buyer, MSP and TMW covenant not to xxx or otherwise seek to recover any cash or similar financial compensation from the Sellers in relation to any claim for breach of this Agreement and/or the documents in the Agreed Form, provided that Xxxxxxx complies with its obligations in this Section 9.5.
