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.
Until the Europe Closing Date, the Seller Liability Cap shall be deemed to be 8.75% of the Asia Share Purchase Price and not, for the avoidance of doubt, 8.75% of the sum of the aggregate Share Purchase Prices.
Immediately upon the occurrence of the Europe Closing, however, the Seller Liability Cap shall (from the Europe Closing Date) be deemed to have the same meaning as was set out in Section 8.2(d) of the PE SPA immediately prior to the execution of this Amendment.
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.