Seller Limitations Clause Samples

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. No Seller shall be liable (i) for Losses arising from the inaccuracy or breach of any representation or warranty, or the failure to perform any covenant or agreement, by any other Seller or (ii) with respect to indemnification under Section 10.1(b). No Seller will be liable for more than such Seller’s Applicable Percentage of Losses (set forth opposite such Seller’s name on the Transaction Consideration Disbursement Schedule) with respect to (x) any indemnification pursuant to Section 10.1(b) or (y) any indemnification in respect of the Capitalization Rep pursuant to Section 10.1(a)(iii). In order to achieve the foregoing, the Escrow Account will be divided into sub-accounts (each a “Sub-Account”) for each Seller, and, for the avoidance of doubt, in the event the amount in any given Seller’s Sub-Account is insufficient to make full payment of such Seller’s applicable portion of an indemnity payment to be made, no amount may be taken from the Sub-Account of any other Seller to satisfy such deficiency. In order to ensure that the Purchaser Indemnitees not be disadvantaged by the order in which claims are brought by virtue of the Sub-Account structure, if (A) a Purchaser Indemnitee recovers any Losses in respect of a Seller Specified Representation from any Seller’s Sub-Account, (B) subsequent to such recovery, a Purchaser Indemnitee becomes entitled to indemnification for Losses for which the Purchaser Indemnitee’s sole recourse would otherwise be limited (but for the operation of this sentence) to the Escrow Amount (“Limited Recourse Losses”) and (C) the amount of such Limited Recourse Losses exceeds the amount then remaining in such Seller’s Sub-Account, then the Purchaser Indemnitee shall be entitled to recover directly from such Seller such excess amount up to the Outside Pool Amount. As used herein, the term “Outside Pool Amount” means, at any given time, (1) the total amount of Losses in respect of such Seller’s Seller Specified Representations which have been previously paid from Seller’s Sub-Account less (2) any amount previously paid directly (i.e. not from the Escrow Account) by such Seller in respect of Limited Recourse Losses. For the avoidance of doubt, a Purchaser Indemnitee shall always have the right, in its sole discretion, to make a claim in respect of a Seller Specified Representation directly against the applicable Seller(s).

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. 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. 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. 11.1 The liability of the Seller under or in respect of any Claim (or, where expressly provided, any Tax Covenant Claim) shall be limited by, and all Claims shall be dealt with in accordance with, the provisions set out in schedule 2. 11.2 Nothing in schedule 2 shall operate to exclude or limit any liability of the Seller or any remedy available to the Purchaser in relation to any Claim or Tax Covenant Claim, as applicable that arises as a result of the fraud or fraudulent concealment on the part of the Seller.

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 Except as provided in clauses 7.2, the liability of the Warrantors in respect of: 7.1.1 any Fundamental Warranty shall be limited only as set out in paragraphs 1.1, 13 and 15 of schedule 4; 7.1.2 any General Warranty Claim shall be limited as set out in schedule 4 to the extent applicable; and 7.1.3 any Tax Claim shall be limited as set out in schedule 4, to the extent expressly applicable, and part 1 of schedule 3, but where there is any inconsistency between the provisions of schedule 4 or part 1 of schedule 3 and any other provision of this agreement, the latter shall prevail. 7.2 Nothing in this agreement shall operate to exclude or limit any liability of the Sellers or any remedy available to the Purchaser in relation to any claim under this agreement that arises or is delayed as a result of the fraud, wilful misstatement, wilful misconduct or wilful concealment on the part of any of the Sellers or any of their respective officers or employees (or former officers or employees), agents or advisers. 7.3 The Sellers shall not plead the Limitation ▇▇▇ ▇▇▇▇, nor invite any court to apply the provisions of such Act, in respect of any General Warranty Claim or Tax Claim.