Common use of Singular liability and right to claim Clause in Contracts

Singular liability and right to claim. 2.3.1 Subject to Clauses 14 and 15.1, no member of the Seller’s Group, with the exception of the Seller, shall have any liability under this Agreement, it being agreed that the Seller shall be fully liable under this Agreement for any breach thereof by any member of the Seller’s Group. Only the Purchaser may seek recourse against the Seller for breach by the Seller or a member of the Seller’s Group of its obligations under this Agreement. 2.3.2 Subject to Clause 14, no member of the Purchaser’s Group, with the exception of the Purchaser and, to the extent it relates to the Austrian Shares, the Austrian Purchaser shall have any liability under this Agreement, it being agreed that the Purchaser shall be fully liable under this Agreement for any breach thereof by any member of the Purchaser’s Group. Only the Seller may seek recourse against the Purchaser for breach by the Purchaser or a member of the Purchaser’s Group of its obligations under this Agreement. 2.3.3 Notwithstanding the provisions of Clause 2.3.1 and 2.3.2, a third party stipulation (derdenbeding) expressly identified as such in this Agreement, shall be for the benefit of and enforceable by the relevant third parties, provided that the Parties exclude the applicability of the articles 6:254, 6:255 and 6:256 of the Netherlands Civil Code.

Appears in 3 contracts

Samples: Sale and Purchase Agreement (NXP Semiconductors N.V.), Sale and Purchase Agreement (NXP Semiconductors N.V.), Sale and Purchase Agreement (Dover Corp)

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Singular liability and right to claim. 2.3.1 Subject to Clauses 14 and 15.1, no member 2.4.1 None of the Share Seller’s Group, US Seller or Business Sellers, with the exception of the Seller, shall have any liability under this Agreement, it being agreed that the Seller shall be fully liable under this Agreement for any breach thereof by by, and any member obligation of, any of the Share Seller’s Group, US Seller or Business Sellers. Only the Purchaser may seek recourse against the Seller for any such breach or failure to perform any such obligation by Seller, the Share Seller, US Seller or a member of the Seller’s Group of its obligations Business Seller under this Agreement. 2.3.2 Subject to Clause 14, no member 2.4.2 None of the Purchaser’s GroupShare Purchasers or Business Purchasers, with the exception of the Purchaser andPurchaser, to the extent it relates to the Austrian Shares, the Austrian Purchaser shall have any liability under this Agreement, it being agreed that the Purchaser shall be fully liable under this Agreement for any breach thereof by by, and any member obligation of, any of the Purchaser’s GroupShare Purchasers or Business Purchasers. Only the Seller may seek recourse against the Purchaser for any such breach or failure to perform any such obligation by the Purchaser, a Share Purchaser or a member of the Purchaser’s Group of its obligations Business Purchaser under this Agreement. 2.3.3 2.4.3 Notwithstanding the provisions of Clause 2.3.1 Clauses 2.4.1 and 2.3.22.4.2, a third party stipulation (`derdenbeding´) expressly identified as such in this Agreement, shall be for the benefit of and enforceable by the relevant third parties, provided that the Parties exclude the applicability of the articles 6:254, 6:255 and 6:256 of the Netherlands Civil Code.

Appears in 1 contract

Samples: International Share and Business Sale Agreement (Corn Products International Inc)

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