Seller’s Limitation of Liability. Notwithstanding any provision in this Agreement to the contrary (except for Tax matters which shall be governed by Article XI of this Agreement), the obligation of Seller to indemnify Buyer Indemnified Parties pursuant to (A) Section 9.2(a) against any Losses sustained by reason of any claim with respect to the breach of a representation or warranty (other than Losses (i) arising out of, relating to or resulting from breaches or inaccuracies of any Fundamental Representation or (ii) arising out of or resulting from fraud or willful material breach by Seller (such Losses in (i) and (ii), collectively, the “Seller Uncapped Claims”)) or (B) Section 9.2 (b) against any Losses sustained by reason of any claim with respect to the breach by Seller of a covenant, shall be limited to claims as to which a Buyer Indemnified Party has given Seller written notice, setting forth therein in reasonable detail the basis for such claim, on or prior to the termination of such representation or warranty or covenant pursuant to Section 9.1 hereof; provided, however, that the provisions for indemnification contained in Section 9.2 (a) (other than for Losses constituting Seller Uncapped Claims) shall be effective only after the aggregate amount of all such claims which are so indemnifiable exceeds an amount equal to eleven million five hundred thousand dollars ($11,500,000) (the “Basket”), and only to the extent of such excess; provided, further, that Seller shall not be liable to any Buyer Indemnified Party for any particular claim under Section 9.2(a) (other than for Losses constituting Seller Uncapped Claims), unless the amount of such claim exceeds ten thousand dollars ($10,000) (the “De Minimis Amount”) and is in excess of any reserves reflected on the 2009 Financial Statements set forth on Section 4.6(a) of the Seller Disclosure Letter with respect to such Losses and all such Losses in respect of any claim or series of related claims which total less than the De Minimis Amount or which have not exceeded any relevant reserve shall be excluded in their entirety from calculations with respect to the Basket or Cap, and the Buyer Indemnified Parties shall have no recourse for such Losses. Notwithstanding any other provision of this Agreement, in no event shall the aggregate amount of all indemnification payments for which Seller is liable pursuant to Section 9.2(a) (other than for Losses constituting Seller Uncapped Claims) exceed an amount equal to twenty-eight million dollars...
Seller’s Limitation of Liability. EXCEPT AS OTHERWISE PROVIDED BY LAW, IN NO EVENT SHALL SELLER’S LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT PAID BY BUYER UNDER THIS AGREEMENT. SELLER SHALL HAVE NO LIABILITY FOR LOSS OF PROFIT, LOSS OF ANTICIPATED SAVINGS OR REVENUE, LOSS OF INCOME, LOSS OF BUSINESS, LOSS OF PRODUCTION, LOSS OF OPPORTUNITY, LOSS OF REPUTATION, LIQUIDATED, INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES. THE FOREGOING LIMITATIONS OF LIABILITY SHALL BE EFFECTIVE WITHOUT REGARD TO SELLER’S ACTS OR OMISSIONS OR NEGLIGENCE OR STRICT LIABILITY IN PERFORMANCE OR NON-PERFORMANCE HEREUNDER.
Seller’s Limitation of Liability. (a) Subject to clause 4.3(b) and to the extent permitted by Law, the Seller’s maximum aggregate liability to the Buyer and to any beneficially entitled third party, arising out of or in connection with either this Agreement or the sale of the Water Allocation, and whether for breach of contract, tort (including negligence), breach of Law, restitution, under an indemnity or on any other ground whatsoever, is limited to the Purchase Price received by the Seller as at the date the claim is first made against the Seller.
(b) To the extent permitted by Law, the Seller will not be liable to the Buyer for:
(i) any Consequential Loss incurred by or awarded against the Buyer; or
(ii) any claim in connection with this Agreement (or the transfer of the Water Allocation under it) unless the Buyer gives notice to the Seller of the claim (with reasonable details of the claim and basis for it) within 3 months from Completion.
Seller’s Limitation of Liability. SELLER’s liability with respect to the Product sold to BUYER shall be limited to the warranty provided herein. SELLER SHALL NOT BE SUBJECT TO ANY OTHER OBLIGATIONS OR LIABILITIES, WHETHER ARISING OUT OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHER THEORIES OF LAW, WITH RESPECT TO PRODUCTS SOLD OR SERVICES RENDERED BY SELLER, OR ANY UNDERTAKING, ACTS OR OMISSIONS RELATING THERETO. Without limiting the foregoing, SELLER SPECIFICALLY DISCLAIMS ANY LIABILITY FOR PROPERTY OR PERSONAL INJURY DAMAGES, PENALTIES, SPECIAL OR PUNITIVE DAMAGES, DAMAGES FOR LOST PROFITS OR REVENUES, SERVICES, DOWN TIME, SHUT DOWN OR SLOW DOWN COSTS, OR FOR ANY OTHER TYPES OF ECONOMIC LOSS, AND FOR CLAIMS OF BUYER’S CUSTOMERS OR ANY THIRD PARTY FOR ANY SUCH DAMAGES. SELLER SHALL NOT BE LIABLE FOR AND DISCLAIMS ALL CONSEQUENTIAL, INCIDENTAL AND CONTINGENT DAMAGES WHATSOEVER. THE SELLER’S TOTAL LIABILITY ARISING IN CONNECTION WITH THE PRODUCT SHALL BE LIMITED TO THE VALUE OF THE PRODUCT SOLD TO BUYER.
Seller’s Limitation of Liability. (a) Buyer shall assert any claim under Section 9.1(b) within twelve (12) months from the Closing Date or be forever barred from asserting such claim.
(b) The rights of Buyer with respect to any claims arising under Section 9.1 shall be limited to recovery of actual losses, costs and expenses (including reasonable attorneys' fees). Buyer hereby waives any remedy or right of rescission arising on the basis of such claims.
Seller’s Limitation of Liability. (a) Subject to clause 4.3(b) and to the extent permitted by Law, the Seller’s maximum aggregate liability to the Buyer and to any beneficially entitled third party, arising out of or in connection with either this Agreement or the sale of the Water Allocation, and whether for breach of contract, tort (including negligence), breach of Law, restitution, under an indemnity or on any other ground whatsoever, is limited to the Purchase Price received by the Seller as at the date the claim is first made against the Seller.
Seller’s Limitation of Liability. Notwithstanding any other provision of these Terms, only to the extent that a claim meeting the limitations of Section 7.4, is insured through any collectable insurance available to Seller, said claim shall be limited to the total collectable insurance available to Seller for that claim. Under no circumstances shall a claim, limited as set out above, exceed that total amount of collectable insurance available to Seller for the claim. However, to the extent any claim is not covered by any insurance of any type, nature or variety available to Seller then said claim shall be limited to the total amount of the purchase order value for the item(s) involved.
Seller’s Limitation of Liability. Notwithstanding anything else to the contrary, Seller shall not be liable for any consequential, incidental, special, exemplary, punitive or other indirect damages arising at any time related to this Agreement; and Seller’s aggregate liability arising at any time from the performance of or related to this Agreement shall not exceed the Discounted Amount specified in Section 1(f) this Agreement. These limitations apply whether the liability is based on contract (including any and all agreed-upon liquidated damages herein), tort, warranty, strict liability or any other legal theory.
Seller’s Limitation of Liability. Anything in this Agreement to the contrary notwithstanding, the liability of Seller Parent and Company to indemnify Buyer Indemnitees pursuant to Section 10.03(b) against any Damages sustained by reason of any Seller Claim thereunder for a breach of any representation or warranty of Seller Parent or Company shall:
(a) be limited to Seller Claims as to which any of Buyer Indemnitees has given Seller written notice thereof on or prior to the date, if any, on which survival of such representation or warranty terminates pursuant to Section 10.02, whether or not any Damages have then actually been sustained; and
(b) when taken together with any damages sustained by reason of any claim under Section 10.03(b) of the Brokerage Asset Purchase Agreement, of not exceed the sum of (i) the Purchase Price and (ii) the original principal amount of the Broker Loans.
Seller’s Limitation of Liability. (a) Anything in this Agreement to the contrary notwithstanding, the Indemnifying Party's maximum liability to any and all of the Indemnified Parties for indemnification under Section 7.1 (except for Losses resulting from, arising out of or relating to a breach of any of the representations and warranties set forth in Sections 3.1, 3.2, 3.4, 3.7(a) and 3.9) shall not exceed $20,000,000.
