Claims Against Seller. If a breach of a Representation or Warranty arises in respect of any Mortgage Loan and (in either case) no repurchase requirement arises in respect of the Seller pursuant to this Clause 8 (Warranties and Repurchase by the Seller), neither the Mortgages Trustee, Funding nor the Security Trustee shall have any claim against the Seller in respect of, or in relation to, such breach of Representation or Warranty in relation to that Mortgage. For the avoidance of doubt, save as provided for in this Clause 8 (Warranties and Repurchase by the Seller), the Seller is not obliged to repurchase any other Mortgage Loan or its Related Security.
Claims Against Seller. If a breach of a Representation or Warranty arises in respect of any Mortgage Loan and (in either case) no repurchase requirement arises in respect of the Seller pursuant to this Clause 8 (Warranties and Repurchase by the Seller), neither the Mortgages Trustee, nor any Funding Beneficiary or any Funding Security Trustee shall have any claim against the Seller in respect of, or in relation to, such breach of Representation or Warranty in relation to that Mortgage but without prejudice to Clause 8.14 (Repurchase Not Possible) and Clause 8.15 (Indemnity) of this Agreement and Clause 8.5 (Adjustments to Trust Property) of the Mortgages Trust Deed. For the avoidance of doubt, save as provided for in this Clause 8 (Warranties and Repurchase by the Seller), the Seller is not obliged to repurchase any other Mortgage Loan or its Related Security.
Claims Against Seller. With respect to any claim made by Buyer against Seller for breach of any representation, warranty, covenant or indemnity of Seller or arising out of or relating to this Agreement, Buyer shall have six (6) months from the Closing Date to bring an arbitration action against Seller under Section X.B seeking a remedy for such claim. The parties agree that if the Buyer shall fail to bring an arbitration action for such claim within such period, Buyer shall be forever barred from instituting any action, arbitration or proceeding or making any claim against Seller or its affiliates with respect to such matter.
Claims Against Seller. Seller warrants to Buyer that that the Warranties are at the date of this Agreement true and correct in all material respects.
Claims Against Seller. Buyer shall indemnify and hold harmless Seller from and against all loss, damage or expense (including reasonable attorneys' fees) caused by or arising out of (i) any breach or default in the performance by Buyer of any covenant or agreement of Buyer contained in this Agreement, including the liabilities of Seller expressly assumed hereunder by Buyer, (ii) any breach of warranty or inaccurate or erroneous representation made by Buyer herein or in any certificate or other instrument delivered by or on behalf of Buyer pursuant hereto and (iii) any and all actions, suits, proceedings, claims, demands, judgments, costs and expenses (including reasonable legal and accounting fees) incident to the foregoing.
Claims Against Seller. Neither LLC nor EAT shall be required to initiate or participate in any actions or proceeding against Seller for title or property defects or other claims made under the Purchase Contract. If LLC or EAT elect, at their sole discretion, to participate in a claim against Seller, then, in addition to the indemnities in Section 16.9 of this Agreement, Exchanger will also agree to pay all reasonable attorney costs of LLC and EAT.
Claims Against Seller. The Guarantor waives all rights of subrogation, indemnity and contribution against Seller and agrees not to claim any set-off or counterclaim against Seller or to claim or prove in competition with Buyer in the liquidation or bankruptcy of any of the same or to have the benefit of any share in any other guarantee or security now or hereafter held by Buyer until Buyer has received all monies, obligations and liabilities actual or contingent now or hereafter due, owing or incurred to it from or by Seller under the Guaranteed Documents. The Guarantor has not taken any security from Seller in respect of its liability under this Guarantee and agrees not to do so until Buyer receives all monies payable to it under this Guarantee. Any security taken by the Guarantor in breach of this provision and all monies received pursuant thereto shall be held on trust for Buyer as security for the liability of the Guarantor hereunder.
Claims Against Seller. (a) If Seller shall be unable or fail to convey the Property as herein provided, such refusal or failure shall constitute a default of Seller under this Agreement only if (i) the conditions precedent set forth in Section 3.1 above shall have been satisfied or waived, and (ii) Buyer shall have performed fully or tendered performance of its obligations hereunder. In the event of such a default, Buyer's sole remedy therefor shall
Claims Against Seller. Prior to the Closing Date, Seller and Bancorp will use their reasonable best efforts to cause all litigation matters which are or should be described in Schedule 4.12 to be dismissed with prejudice or settled and all Persons that have asserted claims against Seller or Bancorp. Seller covenants that it shall ensure that any settlements entered into with respect to such litigation will release and waive any and all claims against Seller, Bancorp, Seller’s successors, if any, Persons who have purchased assets from Seller, and Persons who have assumed any of Seller’s liabilities.
Claims Against Seller. Buyer agrees that no claim may be made by Buyer against Seller or its shareholders, directors, officers, employees, attorneys or agents for any punitive, special, incidental, exemplary indirect or consequential damages related to any breach or wrongful conduct (whether the claim therefore is based on contract, tort or duty imposed by law) in connection with, arising out of or in any way related to the transactions contemplated and relationship established by this Agreement, any other document executed in connection herewith, the Loan or any of the Loan Documents, or any act, omission or event occurring in connection therewith. Buyer hereby irrevocably waives, releases and agrees not to bring a claim for any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. In addition, notwithstanding anything to the contrary contained in this Agreement, as a specifically bargained for inducement for Seller to enter into this Agreement, Buyer expressly agrees that, to the fullest extent permitted by law, Seller’s aggregate liability to Buyer in respect of any and all matters arising out of this Agreement, including without limitation, any one or more claimed breaches of this Agreement by Seller, shall in no event exceed the amount of the money actually received by Seller from Buyer pursuant to this Agreement.
