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-OF-POCKET 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. 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. 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. 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. (a) Sellers shall severally indemnify and hold harmless Buyer and its Affiliates, for any and all liabilities, losses, damages, claims, costs and expenses, interest, awards, judgments and penalties (including, without limitation, reasonable attorneys’ and consultants’ fees and expenses) actually suffered or incurred (hereinafter a “Loss”) by any indemnified party by reason of, resulting from, or arising out of any misrepresentation or breach of any representation or warranty made by Sellers contained in Article III or Article V hereof. In no event shall any Seller be liable for a breach by any other Seller of any representation or warranty made under Article III or Article V hereof or breach of any covenants or other obligations under this Agreement. In no event shall any Seller be liable for any Losses in excess of its percentage interest in the Shares as set forth on Exhibit A hereto in the event of any misrepresentation or breach of any representation or warranty made by Sellers contained in Article III or Article V of this Agreement or breach of any covenants or other obligations under this Agreement.
(b) Notwithstanding anything herein to the contrary, the Buyer shall not be entitled to recover damages for any breach of representation, warranty, covenant or other obligation under this Agreement unless and until the aggregate amount of all Losses asserted pursuant to this Agreement exceeds the sum of $50,000 (the “Deductible”), provided that (i) if such claims exceed the Deductible in the aggregate, the Buyer shall be entitled to recover the entire amount of all Losses asserted, and (ii) no Deductible shall apply to: (A) any claim based on a fraudulent representation or warranty, or (B) any breach of the representations in Section 3.15 (Taxes).
(c) Notwithstanding anything herein to the contrary, in no event shall the aggregate amount of Losses payable by any Seller exceed the consideration paid to such Seller under Article II of this Agreement.
(d) Notwithstanding anything herein to the contrary, for so long as Equity Seller owns Buyer Shares, Equity Seller may at its option pay any Loss for which it is liable under this Article VIII in cash or by delivery of Buyer Shares. In the event Equity Seller chooses to deliver Buyer Shares with respect to such Loss then Equity Seller shall deliver to Buyer, or Buyer’s Affiliates if applicable, that number of Buyer Shares equal to the amount of such Loss divided by FMV. For purposes of this Section 8.2(d), “FMV...
Seller Liability. The liability of PA Seller and NY Seller under this Agreement shall be joint and several, with each such Seller being unconditionally liable for the obligations of the other of them and both of them. In making any claim or commencing any Action against one of them, it shall not be necessary for a Buyer Indemnitee to make any claim or commence an Action against the other of them or join the other of them in any Action brought to enforce this Agreement.
Seller Liability. The parties hereto recognize that, concurrent with the conveyance of the Property pursuant to this Agreement, the membership interests in Seller are being conveyed to Twenty Pack Management Corp., a Delaware limited partnership which is unrelated to the Seller or Sunrise Senior Living, Inc. (“SSLI”). Seller is an affiliate of SSLI. SSLI hereby agrees to accept the liability of the Seller with respect to all warranties of Seller under this Agreement, to the extent such warranties create liability beyond the conveyance of the Property.
