Limited Liability of Certain Sellers Sample Clauses

Limited Liability of Certain Sellers. Anything to the contrary set forth in this Section 7 notwithstanding, none of the Sellers, other than 67 76 Danixx X. Xxxxxxx, Xxotx X. XxXxxxx, Xxchxxx X. Xxxx xxx Kevix X. X'Xxxx, xxll be liable to the Purchaser Indemnitees under Section 7.2(a) for any Breaches of any of the representations or warranties of the Sellers under this Agreement unless such Seller Breaches any of the representations and warranties set forth in Section 3.2(b). With regard to any such Seller that Breaches any of the representations and warranties set forth in Section 3.2(b), (a) Purchaser will have all rights and remedies against such Seller with respect to such Breach that are available to Purchaser under this Agreement including those set forth in Section 7.9 and (b) such Seller's liability to the Purchaser Indemnitees for such Breach will not exceed an amount equal to (i) Four Million Dollars ($4,000,000.00) multiplied by the percentage set forth opposite such Seller's name on Schedule 2.2(a) plus (ii) the Earnout Payments multiplied by the percentage set forth opposite such Seller's name on Schedule 2.2(a). Nothing set forth in this Section 7.12 shall alter, affect or limit, in any way, any of the rights or remedies that any of the Purchaser Indemnitees may have against Danixx X. Xxxxxxx, Xxotx X. XxXxxxx, Xxchxxx X. Xxxx xx Kevix X. X'Xxxx xxxer this Agreement, nor will this Section 7.12 alter, affect or limit any rights or remedies that any of the Purchaser Indemnitees may have against any of the Sellers for their Breach of any of their respective obligations under any Related Agreement (including the Agreements Not to Compete and the Confidentiality and Noncompete Agreements).
Sample 1
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Limited Liability of Certain Sellers. Notwithstanding anything to the contrary contained herein, the aggregate liability hereunder of Dallas Jewish Community Foundation shall not exceed the aggregate amount of the Purchase Price allocated and actually paid from time to time to The Xxxxxx Xxxxxxxxxx Fund of Dallas Jewish Community Foundation and The Jonas Family Philanthropic Fund of Dallas Jewish Community Foundation.
Sample 1

Related to Limited Liability of Certain Sellers

  • Applicability of Certain Utah Rules The parties agree that the Arbitration shall be conducted generally in accordance with the Utah Rules of Civil Procedure and the Utah Rules of Evidence. More specifically, the Utah Rules of Civil Procedure shall apply, without limitation, to the filing of any pleadings, motions or memoranda, the conducting of discovery, and the taking of any depositions. The Utah Rules of Evidence shall apply to any hearings, whether telephonic or in person, held by the arbitrator. Notwithstanding the foregoing, it is the parties’ intent that the incorporation of such rules will in no event supersede these Arbitration Provisions. In the event of any conflict between the Utah Rules of Civil Procedure or the Utah Rules of Evidence and these Arbitration Provisions, these Arbitration Provisions shall control.

  • Affiliation of Certain FINRA Members The Purchaser is neither a person associated nor affiliated with any underwriter of the IPO or, to its actual knowledge, any other member of the Financial Industry Regulatory Authority (“FINRA”) that is participating in the IPO.

  • Limited Liability of Members No Member shall be liable for any debts or obligations of the Company beyond the amount of the Capital Contributions made by such Member.

  • Assumption of Certain Liabilities (a) Upon the terms and subject to the conditions of this Agreement, Purchaser shall assume, effective as of the Closing, and from and after the Closing Purchaser shall pay, perform, and discharge when due, all the liabilities, obligations, and commitments of Seller arising from or related to the Acquired Assets to the extent such liabilities, obligations, and commitments relate to the period from and after the Closing (the “Assumed Liabilities”).

  • Liability of Depositor (a) The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement (which shall not include distributions on account of the Notes or the Certificates).

  • Incorporation of Certain Representations The representations and warranties set forth in Section 5 of the Agreement are true and correct in all material respects on and as of the date hereof as though made on and as of the date hereof except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct in all material respects on and as of such earlier date.

  • Assumption of Certain Obligations Buyer shall assume only those liabilities related to the Business or Assets which are referred to in Section 2.2(a) or are otherwise expressly assumed in this Agreement (the "Assumed Liabilities").

  • Survival of Certain Sections Sections 3, 4, 5, 6, 7, 8, 9, 12, 13, 16, 17, 19 and 21 of this Agreement will survive the termination of this Agreement.

  • Limited Liability of Limited Partners (1) Each Unit of Limited Partnership Interest, when purchased by a Limited Partner, subject to the qualifications set forth below, shall be fully paid and non-assessable.

  • Notification of Certain Matters The Company shall give prompt notice to Parent and MergerSub, and Parent and MergerSub shall give prompt notice to the Company, of (i) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time, (ii) any material failure of the Company, Parent, or MergerSub, as the case may be, to comply with or satisfy any covenant, condition, or agreement to be complied with or satisfied by it hereunder, (iii) any notice of, or other communication relating to, a default or event which, with notice, lapse of time, or both, would become a default which could reasonably be expected to have a Material Adverse Effect on the Company, Parent, or MergerSub, as the case may be, received by it or any of its subsidiaries subsequent to the date of this Agreement and prior to the Effective Time, under any contract or agreement to which it or any of its subsidiaries is a party or is subject, (iv) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement, or (v) any Material Adverse Effect in their respective financial conditions, properties, businesses, results of operations, or prospects, taken as a whole, other than changes resulting from general economic conditions; provided, however, that the delivery of any notice pursuant to this Section 7.6 shall not cure such breach or non-compliance or limit or otherwise affect the remedies available hereunder to the party receiving such notice.

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