Seller Liability. No liability limitation, waiver, release or other provision in the Agreement or any subsequent Amendment will limit, reduce, or eliminate (i) Seller's liability for direct damages to any person or property resulting from any conduct, act, or omission of Seller or Seller's employees, officers, directors, agents, or affiliates; (ii) Seller's liability pursuant to any indemnification obligation under this Agreement or any subsequent Amendment; or (iii) Seller's liability for any breach or violation of a business associate agreement or any security or privacy requirements relating to individually identifiable health information.
Seller Liability. The Parties hereby recognize and agree that, even where not otherwise explicitly stated in this Agreement, the liability of each Seller under this Agreement (including with respect to the indemnification provisions contained in Article XII) is intended to be several, and not joint, with [CONFIDENTIAL TREATMENT REQUESTED] of any such liabilities; provided, however that this Section 14.01 shall have no application with respect to (i) breaches of this Agreement by one Seller only, in which case only such Seller shall have liability hereunder, and (ii) breaches of any representation and warranties made only by one Seller under Article IV, in which case only the Seller breaching the representations and warranty shall have liability hereunder. Representations and Warranties under Section 4.01 relating to Fox OP are made by Fox OP only, and not by Fox River; and Representations and Warranties under Section 4.01 relating to Fox River are made by Fox River only and not Fox OP. Representations and Warranties under Section 4.02 that are made to Sellers’ Knowledge or Sellers’ Actual Knowledge and are inaccurate shall be deemed to have been breached by both Sellers even though only one Seller had Sellers’ Knowledge or Sellers’ Actual Knowledge.
Seller Liability. Subject to the provisions of Article 14 and Section 13.3 hereof, Seller shall be liable for and agrees to indemnify, defend and save Buyer harmless from and against all claims, demands, suits, actions, debts, accounts, damages, costs, losses, liabilities, and expenses of any kind and however made or incurred, arising out of any misrepresentation by Seller, the failure by Seller to perform any covenant, obligation or requirement under this Agreement or the negligent or willful acts or omissions of Seller; PROVIDED, HOWEVER, THAT IN NO EVENT SHALL SELLER BE LIABLE TO BUYER FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL CLAIMS OF ANY CHARACTER, INCLUDING WITHOUT LIMITATION, LOSS OF USE, LOST PROFITS OR REVENUES (OTHER THAN LOST PROFITS SUFFERED BY BUYER AND RELATED COSTS INCURRED BY BUYER TO PHYSICALLY REPLACE PRODUCT NOT DELIVERED BY SELLER HEREUNDER AND FOR WHICH SELLER HAS AN OBLIGATION TO DELIVER HEREUNDER), COST OF CAPITAL, CANCELLATION OF PERMITS, OR TERMINATION OF CONTRACTS, ADDITIONAL OUT-OFPOCKET EXPENSES INCURRED BY BUYER, TORT OR CONTRACT CLAIMS OTHER THAN CONTRACT CLAIMS ARISING OUT OF THIS AGREEMENT, CONSEQUENTIAL PROPERTY DAMAGES SUFFERED BY BUYER, AND IRRESPECTIVE OF WHETHER CLAIMS FOR SUCH DAMAGES ARE BASED UPON CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE.
Seller Liability. Any party seeking to enforce any duty, obligation, liability or responsibility of Seller arising under this Agreement or any document or instrument executed or delivered in connection with the transactions contemplated hereby shall rely on and look solely to the assets of Seller as if Seller were a corporation adequately capitalized for all purposes, and the members were shareholders, and no member or members shall be: (i) liable or responsible for any such duty, obligation, liability or responsibility; or (ii) have any obligation, enforceable by or for the benefit of any party described above, to make contributions of capital or any other contributions to Seller to pay or satisfy any such duty, obligation, liability or responsibility. No recourse shall be sought, and no action shall be taken, against any member or members of Seller, or against any member, officer, director or shareholder of any member of Seller or against any member of any member of Seller, or against any of the assets of any of the foregoing parties, for the payment or satisfaction of any such duty, obligation, liability or responsibility.
Seller Liability. Each of Kodiak USA and Kodiak Williston shall be jointly and severally liable and responsible, as applicable, for any and all claims, liabilities, and payment and other obligations of Seller arising under, and in connection with, this Agreement.
Seller Liability. With respect to indemnification for any Claims based upon, attributable to or related to (A) Section 10.1(b)(i) hereof, the Seller shall not have any liability as all such related Claims will be made solely against the R&W Insurance Policy and (B) Section 10.1(b)(ii) hereof, the Seller shall not have any liability that exceeds an amount equal to the Purchase Price.
Seller Liability. 12.1 Goods shall be considered in “full quantity” if within tolerance provided under Section III and as per deliveries schedule. “Date of delivery” shall be the date on the Xxxx of Lading.
Seller Liability. Notwithstanding anything to the contrary herein (other than the terms of Section 6.5(b) regarding the Home Office Lease), after Closing, (i) the sole and exclusive remedy for Purchaser or any Purchaser Indemnified Party for any claim for any losses, liabilities, damages, expenses and costs relating to the Projects, the Purchased Interests, the Assumed Obligations or any other matters arising out of or under this Agreement or the transactions contemplated hereby shall be a claim made pursuant to this Article 7, (ii) Seller’s Liability for any such matters shall not exceed the General Liability Cap (as defined below in this subsection) in the aggregate with respect to all such matters other than † Management Liabilities and $5,000,000 with respect to † Management Liabilities, and (iii) the sole source of payment for any amounts payable to Purchaser or any Purchaser Indemnified Party on account of any such matters shall be funds drawn under the Seller Indemnity Letter of Credit (with respect to all matters other than † Management Liabilities) or the † Management Letter of Credit (with respect to † Management Liabilities); provided that, to the extent the issuer of either such letter of credit is unable or unwilling to fund any request for a draw thereunder, then † shall be personally liable for any amounts that such issuer is so unwilling or unable to fund and the applicable letter of credit shall be reduced in the amount of any such payments made by †. “General Liability Cap” shall mean $25,000,000; provided that if there are Removed Projects, then (x) the amount of the General Liability Cap shall initially equal $25,000,000 multiplied by a fraction (i) having as its numerator the aggregate Allocated Values of all of the Projects which are the subject of the initial Closing and (ii) having as a denominator the sum of the aggregate Allocated Values of all of the Projects which are the subject of the initial Closing plus the aggregate Allocated Values of all of the Removed Projects, and (y) at each Subsequent Closing (if any), the amount of the General Liability Cap shall be increased to equal $25,000,000 multiplied by a fraction (i) having as its numerator the aggregate Allocated Values of all of the Projects which are the subject of any Closing (i.e. those covered by the initial Closing plus those covered by each Subsequent Closing) and (ii) having as a denominator the sum of the aggregate Allocated Values of all of the Projects which are covered by any Clos...
Seller Liability. 57 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT ("Agreement") dated as of the 14th day of November, 1995, is made and entered into by and among Blue Cross and Blue Shield of New Jersey, Inc. ("BCBS"), a New Jersey health service corporation, Health Care Service Corporation ("HCSC"), an Illinois legal mutual reserve company, Independence Blue Cross ("IBC"), a Pennsylvania non-profit hospital plan corporation, Medical Service Association of Pennsylvania ("MSAP"), a Pennsylvania corporation, Pierce County Medical Bureau, Inc. ("PCMB"), a Xxxxxxgton non-profit corporation, Veritus, Inc. ("VI"), a Pennsylvania non-profit corporation, Green Spring Health Services, Inc. ("GSHS"), a Delaware corporation, and Charter Medical Corporation, a Delaware corporation ("Buyer"). (Each of BCBS, HCSC, IBC, MSAP, PCMB and VI is referred to in this Agreement as a "Seller" and together as the "Sellers").
Seller Liability. Notwithstanding any provision hereof to the contrary, the provisions of this Article 9 shall not release Seller from liability for: (w) any liability with respect to the Other Verizon Units, (x) any damages, claims, liabilities or obligations arising out of or in connection with a breach of (or failure to comply with) any covenant, indemnity, representation or warranty of Seller set forth in this Agreement to the extent the same survive the Closing hereunder, (y) Seller's fraud or fraudulent concealment; or (z) Purchaser's rights of contribution and indemnity of any third-party claims arising out of acts, omissions, or occurrences prior to the Closing Date.
