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. 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 Seller and its Affiliates’ cumulative aggregate liability arising out of or related to the Contract, whether arising out of or related to tort (including negligence), breach of contract or any other cause of action shall be limited to and not exceed the amount of one hundred percent (100%) of the total price of the Product(s)..
Seller’s Maximum Liability. (a) Seller shall not be liable for any punitive, indirect or consequential losses (including loss of profit, to the extent such loss of profit is a consequential loss).
(b) The maximum liability of Seller for any breach of the provisions of this Agreement shall be equal to the Base Payment (or, in the case of any claim pursuant to Section 4.1, the amount of any Leakage plus interest on any such Leakage calculated in accordance with Section 4.1).
(c) If Seller has paid an amount in discharge of any Action, and Purchaser or any Group Company recovers from an unaffiliated third party a sum that indemnifies or compensates Purchaser or Group Company (in whole or in part) for the losses which are the subject matter of such Action, Purchaser shall, or shall procure that the relevant Group Company shall, pay to Seller as soon as practicable after receipt of such sum an amount equal to:
(i) the sum recovered from the third party less any costs and expenses (including retroactive premium increases) incurred in obtaining such recovery and less any Tax attributable to the recovery after taking account of any Tax relief available in respect of any matter giving rise to the Action; or
(ii) if less, the amount previously paid by Seller to Purchaser less any Tax attributable to it.
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. 12.5.1 The parties agree that the liability of the Seller and Preferred Holders pursuant to Section 12.1, Section 12.5.2 and any other claim hereunder shall not exceed $3,750,000 and that, in the event of any Claim in respect thereof, the Seller and/or the Preferred Holders shall be entitled to obtain a release of any amount owed by them:
12.5.1.1 firstly, by surrendering to Manaris any number of Manaris Shares;
12.5.1.2 secondly, by reducing the price of the Put Option (as this term is defined in the Shareholder Agreement) which may be exercised by the Preferred Holders in accordance with Section 4.13 of the Shareholder Agreement; and
12.5.1.3 thirdly by surrendering to the Purchasers any number of Avensys Lab Shares, or, if surrender of Avensys Lab Shares would in the opinion of the Company, imperil the Company's qualification for research and development tax credits, from cash forming part of the Manufacturing Assets Purchase Price received by the Seller including any cash amount received from the sale of Manaris Shares by the Preferred Holders.
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. 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. Anything in this Agreement to the contrary notwithstanding, in no event shall Seller ever be required to indemnify Purchaser Indemnified Parties for Losses pursuant to Section 8.01 in any amount exceeding, in the aggregate, 12.5% of the Purchase Price; provided that (i) Losses related to a breach of Section 3.02(a) shall not exceed 95% of the Purchase Price, and (ii) Losses related to (A) breaches of the representations and warranties contained in Section 3.01(a), Section 3.01(b), Section 3.01(c), Section 3.01(d), Section 3.01(e), Section 3.01(f) (except with respect to subsection (ii) thereof, and in any event only to the extent that the same would be reasonably expected to have a Material Adverse Effect), Section 3.01(g) (except with respect to those consents, approvals, authorizations or permits which have not already been obtained or made or which is not required until a later date and is reasonably expected to be obtained on or prior to such date or which, if failed to be obtained, could not reasonably be expected to have a Material Adverse Effect), Section 3.01(h), Section 3.01(h) Section 3.01(i) and Section 3.01(k) and Section 3.02(c) (together, the “Fundamental Representations”), and (B) a breach of any covenant or obligation of Seller under this Agreement or in respect of fraud, willful misconduct or intentional misrepresentation by Seller shall not exceed the Purchase Price.
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.
