Seller Liability Cap definition
Examples of Seller Liability Cap in a sentence
Notwithstanding the foregoing, the Seller Liability Cap shall not apply to attorneys’ fees incurred by Buyer if Buyer is the prevailing party in any action or proceeding based on a breach of Seller’s Representations.
Notwithstanding the foregoing, in no event shall (a) the Deductible or the Seller Liability Cap apply to any post-Closing adjustments pursuant to Section 5.5(k); and (b) the Deductible, the Seller Liability Cap or the Survival Period limit any Claims or liabilities arising out of any fraud by any Seller.
The Indemnified Person and the Indemnifying Person shall render, and shall cause their respective employees to render, to each other, at the sole cost and expense of the Indemnifying Person (with costs and expenses being subject to the Seller Liability Cap) such other assistance and cooperation as may reasonably be required to ensure the proper and adequate defense of such claim or demand.
Notwithstanding the foregoing, the Closing Documents and Seller’s proration obligations under Section 6, obligations under Section 8(C) and Section 10(O), and indemnification obligations contained in Section 9(B) shall not be subject to the Seller Tipping Bucket or the Seller Liability Cap.
Purchaser acknowledges that this Agreement is entered into by Seller, and Purchaser agrees that none of the Seller Indemnified Parties (other than Seller, and then subject to the terms of Article IX and, in the aggregate, only to the extent of the Seller Liability Cap) shall have any personal liability under this Agreement or any document executed in connection with the Transactions.