Liability of Sellers. From and after the Closing Date, subject to the provisions of Section 11.3 below, the Sellers shall indemnify and hold harmless each of the Buyer, its affiliates, members and partners, and the partners, shareholders, officers, directors, employees, representatives and agents of each of the foregoing (collectively, “Buyer-Related Entities”) against, and reimburse any Buyer-Related Entity for, all losses, liabilities, claims, damages and expenses and all costs, fees, expenses, damages, deficiencies, interest and penalties (including reasonable attorneys’ fees and disbursements) in connection therewith (“Losses”) suffered or incurred by any such Buyer-Related Entity, arising out of, or in any way relating to: (a) the failure of any representations or warranties made by the Sellers in this Agreement or any Closing Document to be true and correct as of the Closing Date (except to the extent such representations and warranties relate to a specific date, in which case, the failure of such representations and warranties to be true and correct as of such specific date), other than any breach or inaccuracy in respect of which an adjustment to the Gross Asset Value was made pursuant to Article X; (b) any breach of, default under or failure to perform any obligation or covenant made or to be performed by the Sellers pursuant to in this Agreement or the Closing Documents; and (c) any Retained Liabilities.
Liability of Sellers. Sellers shall be liable in -------------------- accordance herewith only to the extent of the obligations in this Agreement specifically undertaken by Sellers and the representations and warranties of Sellers.
Liability of Sellers. 15 SECTION 6.2 Merger or Consolidation of Sellers or Purchaser......................................... 15 SECTION 6.3 Limitation on Liability of Sellers and Others........................................... 16 SECTION 6.4 Sellers May Own Notes or the Certificate................................................ 16 SECTION 6.5 Amendment............................................................................... 16 SECTION 6.6 Notices................................................................................. 17 SECTION 6.7 Merger and Integration.................................................................. 17 SECTION 6.8
Liability of Sellers. Each Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by such Seller in such capacity herein.
Liability of Sellers. Each Seller shall be jointly and severally liable for the obligations of each Seller Party hereunder. Notwithstanding the foregoing, neither the members, managers, employees or agents of any Seller, nor the shareholders, officers, directors, employees or agents of any of them shall be liable under this Agreement, and all parties hereto shall look solely to the Holdback Amount and the assets of the Sellers for the payment of any claim or the performance of any obligation by the Sellers.
Liability of Sellers. No Seller shall be liable for any obligations of another Seller acting on behalf of a different real estate fund (several liability, Ausschluss der gesamtschuldnerischen Haftung). Within the same real estate fund, Sellers shall be jointly and severally liable for any obligations hereunder (gesamtschuldnerische Haftung).
Liability of Sellers. Any liability of Seller for damages for a breach of any representations, warranties or covenants in the Agreement shall be joint and several liability.
Liability of Sellers. (a) The Sellers shall have no liability (for indemnification or otherwise) under or relating to this Agreement or the transaction contemplated hereby until the total of all Damages with respect thereto exceeds one percent (1%) of the difference between (i) the Purchase Price and (ii) the Specified Cash Amount (the "Deductible Amount") and then only for the amount by which such Damages exceed the Deductible Amount.
Liability of Sellers. Except to the extent that any claim for indemnification results from fraud or willful misconduct on the part of the Indemnitor or a claim resulting from a breach of Section 2.1(d)(iv) or Section 4.2(i) in which case this Section 7.2(c)(i) shall not apply, notwithstanding any other provision of this Agreement or any other Transaction Document and the aggregate liability of Sellers under this ARTICLE VII for all Losses (other than any liability arising from a breach of any Seller Fundamental Representation) shall not exceed 10% of the Base Purchase Price; provided that the aggregate liability of Sellers under this ARTICLE VII for all Losses (including those arising from a breach of any Seller Fundamental Representation) shall in no event exceed 100% of the Base Purchase Price.
Liability of Sellers. 61 SECTION 7.02 Merger or Consolidation of, or Assumption of the Obligations of, Discover
