Seller’s Maximum Liability. The Parties agree that, except for claims relating to or arising from the inaccuracy of the representations and warranties referred to in Paragraphs 10.2 (Organization and Standing), 10.3 (Status of the CEO), 10.4 (Authorization), 10.6 (By-laws, Shares and Capitalization) as well as relating to Losses referred to in Paragraph 12.1 (a)(ii), (b), (c) and (d) above, in relation to which the limits below shall not apply:
(a) the Sellers’ maximum aggregate liability under Paragraph 12.1 for any claim relating to, or arising from, the inaccuracy of the representations and warranties, other than the representation and warranty contained in Paragraph 10.19 (Taxes) above, shall be limited to an amount corresponding to Euro 9,505,000 (nine million five hundred five thousand);
(b) the Sellers maximum aggregate liability under Paragraph 12.1 for any claim relating to, or arising from, the inaccuracy of the representations and warranties contained in Paragraph 10.19 (Taxes) shall be limited to an amount corresponding to Euro 10,230,000 (ten million twenty-three hundred thousands). It is hereby understood that the caps to the Sellers maximum aggregate liability provided for under this Paragraph 12.2.5 (a) and (b) are to be considered as two separate and unrelated caps so that any amount paid in respect to matters comprised in the cap mentioned under letter (a) shall not reduce the cap mentioned under letter (b) above and vice-versa.
Seller’s Maximum Liability. The Liability of Sellers to Buyer under or pursuant to this Agreement, including Liability for Damages suffered or incurred as a result of the Breach of (a) any representation or warranty any Seller Party has made in this Agreement or in any other certificate or document that any Seller Party has delivered pursuant to this Agreement, or (b) any covenant or obligation of any Seller Party contained in this Agreement, shall in no event or circumstance in the aggregate exceed a maximum amount of US$35,000,000; provided, that:
(a) the foregoing limitation on Sellers’ maximum Liability hereunder shall not apply to (A) Damages related to any Breach of the representations and warranties set forth in Sections 2.1(a) (Power and Authority; Enforceability), 2.1(b) (No Violation), 2.1(d) (Shares; Seller Information), 3.2 (Power and Authority; Enforceability), 3.5 (Capitalization), 3.12 (Tax Matters), 3.13 (Title to Assets), 3.28 Environmental, Health and Safety Matters), 4.16 (Pre-Closing Transactions), or (B) any Damages resulting from any fraudulent act or willful misconduct by any of the Seller Parties; and
(b) the aggregate Liability of Sellers to Buyer, including for any Damages excluded from the maximum aggregate Liability limitation of US$35,000,000 pursuant to Section 8.7(a) above, shall in no event or circumstance exceed a maximum amount equal to the Aggregate Purchase Price and, for greater certainty, to the extent that the total of the Damages suffered or incurred by Buyer, including the Damages referred to in Section 8.7(a) above, would exceed an amount equal to the Aggregate Purchase Price, Sellers will have no Liability to Buyer for any such excess amount.
Seller’s Maximum Liability. Notwithstanding anything herein contained to the contrary, the maximum cumulative liability of the Seller to the Purchaser under Sec. 9.1(b)(i), shall not in any circumstances, in the aggregate, exceed an amount equal to twenty-five percent (25%) of the Purchase Price (of the Oil & Gas Interests actually acquired by the Purchaser). The indemnities provided by the Seller pursuant hereto shall not be assignable to any other Person whomsoever without the prior written consent of the Seller, which consent may be withheld by the Seller in its absolute and unfettered discretion. Purchaser further hereby expressly waives the right of rescission or the right to a reduction in the purchase price in respect of the breach(es) of any obligations, representations, warranties or covenants hereunder.
Seller’s Maximum Liability. As reflected above, it is the intent of the Parties that Sellers have contractual indemnity obligations only under Sections 10.01 through 10.04 (subject to the limits provided for in this Article X), and that Buyer have contractual indemnity obligations only under Section 10.07 (subject to the limits provided for in this Article X). In no event shall the sum of Sellers' and Sellers Guarantors' payments for Expenditures, Liabilities/Claims, and Sellers and Sellers Guarantor's costs in defending themselves ("Sellers' Defense Costs"), including amounts applied toward the Ceiling in Section 10.05(a), exceed Thirty-two Million Five Hundred Thousand Dollars ($32,500,000.00) ("Sellers' Maximum Liability"), exclusive of and without limitation of Sellers' obligations under Sections 10.01(c) and 10.03 of this Article X and under Sections 6.07(b) and 6.07(d) of the Agreement.
Seller’s Maximum Liability. Seller's maximum liability to Buyer's Indemnitees for indemnification under this Article 12, exclusive of Indemnifiable Damages of Buyer arising from fraud, intentional breach of a covenant or intentional misrepresentation by Seller contained in or relating to this Agreement or any other Covered Agreement, shall not exceed the Purchase Price. Seller shall be liable to Buyer to the extent provided in Section 12.1, 57 58 for Indemnifiable Damages of Buyer arising from fraud, intentional breach of a covenant or intentional misrepresentation by Seller contained in or relating to this Agreement or any Covered Agreement, without limitation.
Seller’s Maximum Liability. AND BUYER'S EXCLUSIVE REMEDY FOR ALL CLAIMS ARISING OUT OF ANY SALE ARE EXPRESSLY LIMITED TO PAYMENT NOT TO EXCEED THE PURCHASE PRICE PAID BY BUYER TO SELLER OR REPLACEMENT OF ANY NON-CONFORMING PRODUCT, AT SELLER'S SOLE OPTION. IN NO EVENT SHALL SELLER BE LIABLE FOR INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS ARISING IN CONNECTION WITH ANY CONTRACT OF SALE.
Seller’s Maximum Liability. 11.00% of the Aggregate Tsugaru Purchase Price; provided that any amounts paid by GPI with respect to Project Level Indemnity Obligations shall be deemed to have been paid by Seller for purposes of applying the Basket Amount.
Seller’s Maximum Liability. Anything else contained in this Agreement to the contrary notwithstanding, the maximum liability of Seller in the aggregate for all claims shall not exceed One Hundred Thousand U.S. Dollars ($100,000).
Seller’s Maximum Liability. Seller’s aggregate obligation to indemnify Buyer under this Section 15 shall not exceed an amount equal to 100% of the Purchase Price; provided however, that any indemnification obligation of Seller in excess of the amount of the sum of (i) the Cash Payment; (ii) the Purchase Price Adjustment; and (iii) all payments made by Buyer to Seller pursuant to the Note shall be a reduction to the amount of the outstanding principal balance of the Note.
Seller’s Maximum Liability. Notwithstanding anything else to the contrary in this Agreement, the total cumulated amount of payments which the Seller may be obliged to make in respect of all claims and demands for Damages or otherwise and/or under any Claim made under this Agreement shall not exceed €877,000 with the exception of the following, which shall be unlimited:
1. Claims in relation to title;
