Seller Limitations. Cost to diagnose, repair and/or replace the system is limited to a total of $1,500 maximum per contract. Collapsed ductwork or any failure due to rust is not covered. Standard: All components and parts of well pump if utilized for primary dwelling.
Seller Limitations. Subject to paragraph (iv) below:
(i) The Purchaser Group shall not be entitled to any punitive, incidental, indirect, special or consequential damages included in any Purchaser Claim or otherwise resulting from, in connection with or arising out of this Agreement or the Ancillary Agreements, including such damages for lost revenues, income or profits, diminution in value of the Transmission Assets or for any other damage or loss resulting from the disruption to or loss of operation of the Transmission Assets and including any damage or loss resulting from or attributable to failure of the Facility Purchaser to consummate the transactions contemplated by the Facility Purchase Agreement; provided that this limitation shall not apply to any Purchaser Claim for indemnification from any punitive, incidental, indirect, special or consequential damages awarded against Purchaser as a result of a Third Party Claim.
(ii) The Purchaser Group shall not be entitled to any damages in connection with the termination of this Agreement by Purchaser pursuant to Section 10.1(c), unless at the time of the termination (y) Seller could not or would not deliver to Purchaser title to the Transmission Assets meeting the requirements set forth in Sections 4.7 and 4.8 or (z) the condition or the functionality of the Transmission Assets does not meet the requirements set forth in Sections 4.9 and 4.11 or is materially and adversely different from the condition or functionality of the Transmission Assets which exists as of the Effective Date.
(iii) The aggregate damages to which the Purchaser Group shall be entitled under Section 7.1(a) shall be limited to (A) $1,817,324.00, with respect to Purchaser Claims asserted before the Closing, (B) $726,929.60, with respect to Purchaser Claims asserted after the Closing through the day before the date that is six months after the Closing Date, (C) $363,464.80, with respect to Purchaser Claims asserted on or after the date that is six months after the Closing Date through the date that is one year after the Closing Date and (D) $0 with respect to Purchaser Claims asserted thereafter.
(iv) Notwithstanding the foregoing, the limitations in paragraph (iii) shall not apply to Purchaser Claims resulting from, in connection with or arising out of any fraudulent act or intentional breach by Seller, which Purchaser Claims shall be instead limited to (A) $6,687,752.00, with respect to such Purchaser Claims asserted prior to October 15, 2005 if the Closi...
Seller Limitations. Except for a breach by Seller of its obligations under Section 7.10, none of CPS, Texas Genco, the CPS Group or the Texas Genco Group will be entitled to any punitive, incidental, indirect, special or consequential damages resulting from or arising out of any Purchaser Claims (other than punitive, incidental, indirect, special or consequential damages awarded against a Purchaser as a result of a Third Party Claim), including damages for lost revenues, income, or profits, diminution in value of the Generation Facility or any other damage or loss resulting from the disruption to or loss of operation of the Generation Facility. The aggregate damages to which each Purchaser will be entitled under Section 8.2(a)(ii) and Section 8.3(a)(ii) shall be limited to such Purchaser's Proportionate Share of Twenty Million Dollars (U.S. $20,000,000).
Seller Limitations. Seller agrees not to make any claim for indemnification against any Corporation or the Purchaser by reason of the fact that he is or was director, officer, employee or agent of any Corporation or was serving at the request of a Corporation as partner, trustee, director, officer, employee, or agent of another entity (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and whether such claim is pursuant to any statute, charter document, bylaw, agreement, or otherwise) with respect to any action, suit, proceeding, complaint, claim, or demand brought by the Purchaser, the Corporations against Seller (whether such action, suit, or proceeding, complaint, claim, or demand is pursuant to this Agreement, applicable law, or otherwise).
Seller Limitations. IF THE CLOSING OCCURS, THE PURCHASER GROUP WILL NOT BE ENTITLED TO 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 TAX BENEFITS, DIMINUTION IN VALUE OF THE FACILITIES, OR ANY OTHER DAMAGE OR LOSS RESULTING FROM THE DISRUPTION TO OR LOSS OF OPERATION OF THE ASSETS, EXCEPT TO THE EXTENT DUE ON ANY THIRD PARTY CLAIM.
Seller Limitations. 7.1 The liability of the Seller under or in respect of any Claim shall be limited by, and all Claims shall be dealt with in accordance with, the provisions set out in schedule 4 and part 1 of schedule 3.
7.2 Nothing in schedule 4 or in part 1 of schedule 3 shall operate to exclude or limit any liability of the Seller or any remedy available to the Purchaser in relation to any Claim that arises as a result of the fraud or fraudulent concealment on the part of the Seller or member of the Seller Group.
Seller Limitations. If the Closing occurs, the Purchaser Group will not be entitled to 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 tax benefits, diminution in value of the Facilities, or any other damage or loss resulting from the disruption to or loss of operation of the Assets, except to the extent due on any Third Party Claim.
Seller Limitations. Buyer will not be entitled to any Consequential Damages resulting from or arising out of any Buyer Claims (other than Consequential Damages awarded against Buyer as a result of a Third Party Claim).
Seller Limitations. Notwithstanding anything in this Agreement to the contrary, in no event shall any of the Purchaser's Indemnified Persons recover, or seek to recover, by claim for indemnification or otherwise, any Losses until:
(a) notice thereof shall have been given by or on behalf of any of the Purchaser's Indemnified Persons to the Seller in the manner provided in Section 8.5; and
(b) the aggregate of all Losses recoverable by the Purchaser's Indemnified Persons exceeds $750,000 (the "Purchaser Recovery Threshold"), in which event all Losses in excess of the Purchaser Recovery Threshold shall be recoverable by the Purchaser's Indemnified Persons in accordance with the terms of this Agreement; provided, that no loss exceeding the Indemnity Deposit shall be recoverable; and provided further that amounts payable by the Seller pursuant to Sections 8.1(d), (e), (f), (g) and (h): (A) shall not be subject to the Purchaser Recovery Threshold; (B) shall be paid promptly out of the Indemnity Deposit in accordance with the Indemnity Escrow Agreement, and (C) shall not be included in the calculation of determining whether the aggregate of all Losses recoverable by the Purchaser's Indemnified Parties for claims made pursuant to Sections 8.1(a), (b), and (c) exceeds the Purchaser Recovery Threshold.
(c) the obligations of the Seller under Section 8.1 shall be deemed to be waived by the Purchaser's Indemnified Persons to the extent of any waiver of Section 6.1 as provided in Section 4.15. The Purchaser acknowledges and agrees that the Indemnity Deposit is the sole source of funding for any Claims for indemnification for the Purchaser Indemnified Parties and under no circumstances shall any Purchaser Indemnified Party be entitled to be indemnified to the extent the Losses exceed the Indemnity Deposit.
Seller Limitations. In addition to any limitation set forth in Section 7 of this Agreement, any claim in respect of this Agreement shall be limited, as applicable, as set out in this Schedule 7.02.
