Seller's Liability definition

Seller's Liability. The Seller shall be under no liabilities in respect of any loss, damage or injury suffered by such representatives, and the Buyer shall indemnify the Seller against any loss, damage or liability sustained or incurred by the Seller howsoever caused as a consequence of or arising out of or in connection with the attendance of such representatives on board the Vessel during its acceptance trials.
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Seller's Liability has the meaning as defined in Section 8.2.1.
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Seller's Liability means any personal liability of a Stockholder who is selling its Stock pursuant to this Agreement for the repayment of any loans made to the Company by a third party lender (whether pursuant to a guaranty, loan, security or indemnification arrangement or otherwise).
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Examples of Seller's Liability in a sentence

  • Each of the products sold or services performed by the Company conforms to all contractual agreements, all warranties made and all warranties arising by operation of law; provided, however, that Seller's Liability with respect to such representation shall be limited as set forth in Section 8.2(a)(vii).

  • Limitations of Seller's Liability .................................

  • The liability of the Seller in respect of any claim in relation to this Agreement or any other Transaction Document shall be subject to Clause 15 (Due Diligence Investigation), this Clause 16, Clause 17 (W&I Insurance) and the limitations set out in Schedule 10 (Limitations of Seller's Liability).

  • Upon termination of such agreements, Seller's Liability for such rebates and chargebacks shall cease.

  • Furthermore, the discussions herein will reveal the subjective nature of performance art and the propensity to divide music into categories.

  • Except as set forth in Section 10.2(b), the aggregate personal liability (the "Personal Liability Amount") of each of the Sellers with respect to the subject matter of this Agreement and the transactions contemplated hereby is, and shall be, limited to an aggregate amount equal to the product of the Sellers' Liability Amount and the Percentage Interest of such Seller.

  • Sellers shall not be liable under Section 8.03 with respect to any Tax referred to in this Section 6.01(b) resulting from a claim or demand the defense of which Sellers were not offered the opportunity to assume as provided under this Section 6.01(b) to the extent Sellers' Liability under this Agreement is adversely affected as a result thereof.

  • Except as provided in the preceding sentence, in no event shall Seller have any liability to Buyer under this Section 12.01 for Losses in excess of Seller's Liability Cap.

  • Section 5.7 Post-Closing Actions Which May Affect the Seller's Liability for Taxes..................................................

  • Further, excluding Losses which arise under Sections 12.01(a)(i) and (ii), and excluding Losses which result from willful, intentional and fraudulent acts on the part of Seller in connection with any representation, Seller's liability above Seller's Threshold Amount shall not exceed the Seller's Liability Cap.


More Definitions of Seller's Liability

Seller's Liability. Avantel Infraestructura’s partners assumed the liabilities of Avantel Infraestructura for the sale of the Assets.
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Related to Seller's Liability

  • Seller Damages shall have the meaning given to such term in Section 14.3.

  • Products Liability means:Your legal liability in respect of Personal Injury and/or Property Damage caused by or arising out of any Products or the reliance upon a representation or warranty made at any time with respect to such products; but only where such Personal Injury and/or Property Damage occurs away from premises owned or leased by or rented to You and after physical possession of such products has been relinquished to others.

  • Maximum Liability has the meaning assigned to such term in Section 10.10.

  • Excluded Liability means any liability that is excluded under the Bail-In Legislation from the scope of any Bail-In Action including, without limitation, any liability excluded pursuant to Article 44 of the Bank Recovery and Resolution Directive.

  • Aircraft Liability This policy does not cover "aircraft liability".

  • BRRD Liability means a liability in respect of which the relevant Write Down and Conversion Powers in the applicable Bail-in Legislation may be exercised.

  • Product Liability means any liability, claim or expense, including but not limited to attorneys’ fees and medical expenses, arising in whole or in part out of a breach of any express or implied product warranty by the Company, strict liability in tort, negligent manufacture of product, negligent provision of services, product recall, or any other allegation of liability arising from the design, testing, manufacture, packaging, labeling (including instructions for use), or sale of products.

  • Defects Liability Period means the warranty period following the taking over, during which the Contractor is responsible for making good, defects and damage in Goods and Services provided, under the Contract.

  • UK Bail-in Liability means a liability in respect of which the UK Bail-in Powers may be exercised.

  • Indemnity Obligations means all obligations of the Company to Indemnitee under this Agreement, including the Company’s obligations to provide indemnification to Indemnitee and advance Expenses to Indemnitee under this Agreement.

  • Hovercraft Liability This policy does not cover "hovercraft liability".

  • Product Liabilities means all claims, Liabilities and Proceedings related to or arising from actual or alleged harm, injury, damage or death to persons, animals, property or business, irrespective of the legal theory asserted, and resulting from or alleged to result from the use, sale or manufacture of the Products.

  • Legal Liability means responsibility which courts recognize and enforce between persons who sue one another.

  • Environmental Damages means all liabilities (including strict liability), losses, damages (excluding consequential, special, exemplary or punitive damages except to the extent such damages were imposed upon an Indemnitee as a result of any claims made against such Indemnitee by a governmental entity or any other third party), judgments, penalties, fines, costs and expenses (including fees, costs and expenses of attorneys, consultants, contractors, experts and laboratories), of any and every kind or character, at law or in equity, contingent or otherwise, matured or unmatured, foreseeable or unforeseeable, made, incurred, suffered, brought, or imposed at any time and from time to time, whether before or after the Release Date and arising in whole or in part from:

  • Buyer Losses shall have the meaning set forth in Section 11.1 hereof;

  • D&O Liability Insurance Policies means all insurance policies (including any “tail policy”) of any of the Debtors for liability of any current or former directors, managers, officers, and members.

  • Defects Liability Period (Warranty Period) means the period stated in the Schedule A Special Stipulations, following the taking over, during which the Contractor is responsible for making good defects and damage in accordance with Clause 15.

  • Defect Liability Period in relation to a work means the specified period from the date of COMPLETION CERTIFICATE upto the date of issue of FINAL CERTIFICATE during which the CONTRACTOR stands responsible for rectifying all defects that may appear in the works executed by the CONTRACTOR in pursuance of the CONTRACT and includes warranties against Manufacturing/Fabrication/ Erection/Construction defects covering all materials plants, equipment, components, and the like supplied by the CONTRACTOR, works executed against workmanship defects.

  • Retained Liabilities has the meaning set forth in Section 2.4.

  • Indemnification Obligations means each of the Debtors’ indemnification obligations in place as of the Effective Date, whether in the bylaws, certificates of incorporation or formation, limited liability company agreements, other organizational or formation documents, board resolutions, management or indemnification agreements, or employment or other contracts, for their current and former directors, officers, managers, members, employees, attorneys, accountants, investment bankers, and other professionals and agents of the Debtors.

  • Defects Liability Expiry Certificate means the certificate to be issued by the Client to the Contractor, in accordance with the Contract.

  • Seller Obligations means all present and future indebtedness, reimbursement obligations, and other liabilities and obligations (howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, or due or to become due) of the Seller to any Purchaser Party, Seller Indemnified Party and/or any Affected Person, arising under or in connection with this Agreement or any other Transaction Document or the transactions contemplated hereby or thereby, and shall include, without limitation, all obligations of the Seller in respect of the Seller Guaranty and the payment of all Capital, Yield, Fees and other amounts due or to become due under the Transaction Documents (whether in respect of fees, costs, expenses, indemnifications or otherwise), including, without limitation, interest, fees and other obligations that accrue after the commencement of any Insolvency Proceeding with respect to the Seller (in each case whether or not allowed as a claim in such proceeding).

  • Contingent Liability means any agreement, undertaking or arrangement by which any Person guarantees, endorses or otherwise becomes or is contingently liable upon (by direct or indirect agreement, contingent or otherwise, to provide funds for payment, to supply funds to, or otherwise to invest in, a debtor, or otherwise to assure a creditor against loss) the indebtedness, obligation or any other liability of any other Person (other than by endorsements of instruments in the course of collection), or guarantees the payment of dividends or other distributions upon the shares of any other Person. The amount of any Person’s obligation under any Contingent Liability shall (subject to any limitation set forth therein) be deemed to be the outstanding principal amount (or maximum outstanding principal amount, if larger) of the debt, obligation or other liability guaranteed thereby.

  • Environmental Damage means any material injury or damage to persons, living organisms or property or any material pollution or impairment of the environment resulting from the discharge, emission, escape or migration of any substance, energy, noise or vibration;

  • Tax Warranty means a representation or warranty in Sections 3.17 or 3.19.

  • Suretyship Liability means any agreement, undertaking or arrangement by which any Person guarantees, endorses or otherwise becomes or is contingently liable upon (by direct or indirect agreement, contingent or otherwise, to provide funds for payment, to supply funds to or otherwise to invest in a debtor, or otherwise to assure a creditor against loss) any indebtedness, obligation or other liability of any other Person (other than by endorsements of instruments in the course of collection), or guarantees the payment of dividends or other distributions upon the shares of any other Person. The amount of any Person's obligation in respect of any Suretyship Liability shall (subject to any limitation set forth therein) be deemed to be the principal amount of the debt, obligation or other liability supported thereby.