THE SELLER’S LIABILITY Sample Clauses

THE SELLER’S LIABILITY. 9.1 the Seller will not be liable for any injury, loss or damage caused by the Lot after the fall of the Auctioneer’s hammer in respect of the Lot; 9.2 subject to paragraph 9.3 below, except for breach of the express undertaking provided in paragraph 2.1.5, the Seller will not be liable for any breach of any term that the Lot will correspond with any Description applied to it by or on behalf of the Seller, whether implied by the Sale of Goods Act 1979 or otherwise; 9.3 unless the Seller sells the Lot in the course of a Business and the Buyer buys it as a Consumer; 9.3.1 the Seller will not be liable (whether in negligence, other tort, breach of contract or statutory duty or in restitution or under the Misrepresentation Act 1967, or in any other way) for any lack of conformity with, or inaccuracy, error, mis-description or omission in any Description of the Lot or any Entry or Estimate in relation to the Lot made by or on behalf of the Seller (whether made in writing, including in the Catalogue, or on the Website or orally, or by conduct or otherwise) and whether made before or after this agreement or prior to or during the 9.3.2 the Seller will not be liable for any loss of Business, Business profits or revenue or income or for loss of reputation or for disruption to Business or wasted time on the part of the Buyer or of the Buyer’s management or staff or, for any indirect losses or consequential damages of any kind, irrespective in any case of the nature, volume or source of the loss or damage alleged to be suffered, and irrespective of whether the said loss or damage is caused by or claimed in respect of any negligence, other tort, breach of contract, statutory duty, restitutionary claim or otherwise; 9.3.3 in any circumstances where the Seller is liable to you in respect of the Lot, or any act, omission, statement, or representation in respect of it, or this agreement or its performance, and whether in damages, for an indemnity or contribution or for a restitutionary remedy or in any way whatsoever, the Seller’s liability will be limited to payment of a sum which will not exceed by way of maximum the amount of the Purchase Price of the Lot irrespective in any case of the nature, volume or source of any loss or damage alleged to be suffered or sum claimed as due, and irrespective of whether the liability arises from any negligence, other tort, breach of contract, statutory duty, bailee’s duty, restitutionary claim or otherwise; 9.4 nothing set out in par...
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THE SELLER’S LIABILITY. The Seller’s liability for delay in the delivery of the VESSEL, speed deficiency, over fuel oil consumption rate and deadweight deficiency shall be limited to payment of the liquidated damages as provided for in this Article and shall not extend any further for any reason whatsoever.
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THE SELLER’S LIABILITY. The Employee Shareholders (defined as all the Sellers except for i-data international a-s and Xxxxxx Xxxxxxx Holding ApS) shall have no personal obligations to indemnify under this Agreement except (i) for indemnification for breach of such Employee Shareholder's obligation to deliver their Shares, respectively, free of any third party rights and (ii) as set out in Clause 11. The Sellers' liability under this Agreement shall be several and not joint. The Guarantee Escrow Accounts shall be established by each of i-data international a-s and Xxxxxx Xxxxxxx Holding ApS (in proportion to their part of the Buyer Shares) for the benefit of Vitesse as a security for breach of any and all of the Sellers' representations and warranties set out in Clause 7 below. For the avoidance of doubt, i-data and Xxxxxx Xxxxxxx Holding ApS' indemnity shall not be reduced due to the fact that i-data international a-s and Xxxxxx Xxxxxxx Holding ApS receive less than 100 per cent of the Buyer Shares. Except as set out in Clause 9.3 and Clause 11.2, neither i-data international a-s nor Xxxxxx Xxxxxxx Holding ApS shall be obliged to make indemnification in excess of or in any other manner than an obligation to transfer back to Vitesse the Buyer Shares that are placed in the Guarantee Escrow Accounts. Subject to Clause 11.6, i-data international a-s and Xxxxxx Xxxxxxx Holding ApS shall not be entitled to set forth any claims against the Employee Shareholders for breach of the Sellers' representations and warranties set out in Clause 7 below.
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THE SELLER’S LIABILITY. 11.1.1. Subject to Section 11.2, in the event of a breach of any of the Warranties or any covenants or agreements made or to be performed by the Seller pursuant to this Agreement, the Seller shall, as the Purchaser’s sole and exclusive remedy, indemnify, defend and hold harmless the Purchaser, the Company and the Subsidiaries from and against any and all Losses suffered or incurred by the Purchaser, the Company and the Subsidiaries arising out of or relating to any such breach, and any Loss so satisfied shall, for tax purposes, be made in the form of a purchase price reduction.
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THE SELLER’S LIABILITY under this Clause 12.1 shall not extend to normal wear and tear nor to: (i) any Aircraft or component, equipment, accessory or part thereof which has been repaired, altered or modified after Delivery except by the Seller or in a manner approved by the Seller; (ii) any Aircraft or component, equipment, accessory or part thereof which has been operated in a damaged state; (iii) any component, equipment, accessory and part from which the trademark, name, part or serial number or other identification marks have been removed; unless in any such case (except in the case of (iii) above) the Buyer submits reasonable evidence to the Seller that the defect did not arise from nor was contributed to by any one or more of the said causes.
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THE SELLER’S LIABILITY. (a) Subject to the limitations set out in this Agreement and in particular the provisions relating to the Insurance Policy, each of the Sellers shall indemnify and hold the Buyer harmless on a EUR for EUR basis from and against all Losses arising from a breach of this Agreement. (b) When calculating a Loss, multiples of profit or cash flow or any other similar multiplier or valuation methodology shall only be applied to the extent required in order to properly determine such Loss and shall therefore not be applied automatically. For example, the Buyer shall always be entitled to receive compensation for a decrease in the value of the Shares as a direct loss of the Buyer equal to the actual value decrease applying generally accepted valuation techniques for valuation of Shares, which valuation techniques may as one of several components include factor multiplication. (c) Except as set out in Section 3.2(c)(i), the liability of each of the Sellers for any breach of this Agreement is individual and several (and therefore not joint and several). Each of the Sellers shall be individually and exclusively liable for the Warranties given in Section 7.2 in respect of itself and its Shares as well as for any other individual Warranties, covenants or undertakings given by such Seller under this Agreement. With respect to Warranties, covenants and undertakings that are not given by a Seller in respect of itself and its Shares, each of the Sellers shall be liable for such non-individual Warranties, covenants and undertakings pro rata to the Purchase Price received by such Seller.
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Related to THE SELLER’S LIABILITY

  • Seller’s Liability SELLER’s liability with respect to the Product sold to END USER 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 END USER’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.

  • Reinsurer’s Liability The Reinsurer’s liability with respect to the Reinsured Risks will terminate on the earliest of: (i) the date the Company’s liability with respect to the Reinsured Risks is terminated and all amounts due the Company from the Reinsurer with respect to such Reinsured Risks are paid to the Company by or on behalf of the Reinsurer; and (ii) the date this Agreement is terminated upon the written agreement of the parties.

  • Limitation of Seller's Liability This paragraph limits the liability of the seller. This is a usual provision, but flexible, ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ . ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ , ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ .

  • Defects Liability 9.1 In this Contract, and subject to Clause 9.2, a defect shall mean any non-conformity of the Supplies with the express terms of this Contract resulting from circumstances existing in the Supplies at the time of the transfer of risk to the Customer (“Defects”). 9.2 In particular, the following shall not be Defects: a) normal wear and tear, non-conformity resulting from excessive strain, b) non-conformity resulting from faulty or negligent handling; non-compliance with instructions or recommendations in operation or maintenance manuals and other documents; c) installation, erection, modification, commissioning, or pre-commissioning, in each case not carried out by Xxxxxxx, d) non-reproducible software errors, e) defects which do not significantly impair the use of the respective Supplies. 9.3 The Customer shall immediately inspect the Supplies upon delivery and shall notify Flender in writing of any Defects without undue delay. The Customer’s claims in respect of defects shall be excluded for any apparent defects if the Customer has failed to do so. Upon such written notification, Flender shall, at its option, remedy a Defect by repair, replacement, or re-performance. Flender shall be given a reasonable period of time and opportunity to remedy the Defect. For this purpose, the Customer shall xxxxx Xxxxxxx working access to the non- conforming Supplies, shall undertake any necessary dis-assembly and re-assembly, and shall provide access to operation and maintenance data, all at no charge to Flender. Upon Flender’s request, the Customer shall ensure that the title to the replaced parts/items shall pass to Flender. 9.4 Unless otherwise agreed, the defects liability period for any part of the Supplies is 12 months. It starts at the date of transfer of risk. For replaced or repaired parts of the Supplies, the defects liability period is 6 months from the date of replacement or repair, if the original defects liability period for the Supplies expires earlier. In any event, the defects liability period shall end no later than 24 months from the beginning of the original defects liability period. 9.5 If software is defective, Flender shall only be obliged to provide the Customer with an updated version of the software in which the Defect has been remedied when such updated version is reasonably available from Flender or, if Flender is only licensee, from Flender’s licensor. If the software has been modified or individually developed by Flender, Flender shall in addition provide the Customer with a workaround or other interim corrective solution until the provision of an updated version of the software, if such workaround or interim solution is feasible at reasonable expense and if otherwise the Customer’s business operations would be substantially impeded. 9.6 If Flender carries out remedial work and it is ultimately not established that there was a Defect, the Customer shall pay Flender for such remedial work including error diagnosis. 9.7 Any other liability of Flender and rights and remedies of the Customer in case of defects of the Supplies, other than those expressly stipulated in this Clause 9 or , in case Flender failed at least three times in remedying the defect, in Clause 15.2b) shall be excluded. All warranties, representations, conditions, and all other terms of any kind whatsoever implied by statute or law are, to the fullest extent permitted by applicable law, excluded from this Contract.

  • Cross-Liability All required liability policies shall provide cross-liability coverage as would be achieve under the standard ISO separation of insureds clause.

  • Contractor’s Liability By requiring insurance, the State and DCYF do not represent that the coverage and limits specified will be adequate to protect Contractor. Such coverage and limits shall not limit Contractor’s liability under the terms and conditions of this Contract.

  • Servicer's Liability Except in the case of a purchase by the Servicer of a Mortgage Loan from the Trustee thereof due to a breach of a representation or warranty by the Servicer or failure to perform the servicing procedures as set forth in this Agreement, the Servicer is not liable for any Realized Loss on any Mortgage Loan.

  • Our Liability (a) The quality and reliability of your electricity supply and the quality, pressure and continuity of your gas supply is subject to a variety of factors that are beyond our control as your retailer, including accidents, emergencies, weather conditions, vandalism, system demand, the technical limitations of the distribution system and the acts of other persons (such as your distributor), including at the direction of a relevant authority. (b) To the extent permitted by law, we give no condition, warranty or undertaking, and we make no representation to you, about the condition or suitability of energy, its quality, fitness for purpose or safety, other than those set out in this contract. (c) Unless we have acted in bad faith or negligently, the National Energy Retail Law excludes our liability for any loss or damage you suffer as a result of the total or partial failure to supply energy to your premises, which includes any loss or damage you suffer as a result of the defective supply of energy.

  • LESSOR'S LIABILITY The term "Lessor" as used herein shall mean only the owner or owners, at the time in question, of the fee title or a lessee's interest in a ground lease of the Office Building Project, and except as expressly provided in paragraph 15, in the event of any transfer of such title or interest, Lessor herein named (and in case of any subsequent transfers then the grantor) shall be relieved from and after the date of such transfer of all liability as respects Lessor's obligations thereafter to be performed, provided that any funds in the hands of Lessor or the then grantor at the time of such transfer, in which Lessee has an interest, shall be delivered to the grantee. The obligations contained in this Lease to be performed by Lessor shall, subject as aforesaid, be binding on Lessor's successors and assigns, only during their respective periods of ownership.

  • Advisor’s Liability The Advisor shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of the statements in each Fund’s offering materials (including the prospectus, the statement of additional information, and advertising and sales materials), except for information supplied by the co-administrators or the Trust or another third party for inclusion therein. The Advisor will not be liable for any error of judgment or mistake of law or for any loss suffered by Advisor or by the Trust in connection with the performance of this Agreement, except a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its duties under this Agreement.

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