Limitation of Seller Liability Sample Clauses

Limitation of Seller Liability. The Parties recognize and acknowledge that Seller is participating in this transaction in an individual capacity. The Parties further recognize and acknowledge the devastating effect that a claim, suit or demand (collectively, “Claim”) could and would have on Seller. As such, the Parties hereby agree that any liability that Seller shall have or may have as a result of this Agreement or the transaction contemplated hereby, shall be limited to the amount of Net Profit actually received by Seller as provided in the Option. The limitation of liability provided for herein shall not be applicable to the gross negligence or willful misconduct of Seller.
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Limitation of Seller Liability. Seller shall have no liability to Buyer for a breach or default of any representation or warranty in this Agreement or in any agreement delivered by Seller pursuant to this Agreement unless the valid claims for all such breaches and defaults ("Representation Claims"), collectively aggregate more than Ten Thousand Dollars ($10,000). The maximum aggregate liability of Seller on account of Representation Claims shall not exceed the Purchase Price ($60,000). No present or future partner, director, officer, shareholder, employee, advisor, agent, attorney or asset manager of or in Seller shall have any personal liability, directly or indirectly, under or in connection with this Agreement or any agreement made or entered into under or in connection with the provisions of this Agreement, or any amendment or amendments to any of the foregoing made at any time or times, heretofore or hereafter, and Buyer and its successors and assigns and, without limitation, all other persons and entities, shall look solely to Seller's assets for the payment of any claim or for any performance, and Buyer hereby waives any and all such personal liability. The limitations on liability contained in this Section 7.6 are in addition to, and not in limitation of, any limitation on liability applicable to Seller provided in any other provision of this Agreement or by law or by any other contract, agreement or instrument.
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Limitation of Seller Liability. Notwithstanding any provision of the Agreement to the contrary except for the provisions of subsection (e) hereof, the liability of Seller, Seller's agents, contractors, subcontractors and suppliers, and each of their respective employees, officers and shareholders to Buyer or Buyer's insurers with respect to any and all claims arising out of the performance ore nonperformance of the Seller's obligations hereunder shall in no event include damages for loss of profits or revenue or the loss of use of either; loss by reason of shutdown of Buyer's Facility or inability to operate Buyer's Facility at rated capacity; increased expense of operation of Buyer's Facility or its equipment; increased costs of purchasing or providing equipment, materials, supplies, or services outside the Seller's scope of supply; costs of replacement capital; claims of Buyer's customers; interest during construction; inventory or use charges; or incidental, special, indirect or consequential damage of any kind resulting from the Seller's performance or failure to perform its obligations hereunder.
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Limitation of Seller Liability. Seller 's and Company's aggregate liability to Purchaser under and in connection with this Agreement shall not exceed the cash consideration of the Purchase Price actually paid by Purchaser to Company hereunder.
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Limitation of Seller Liability. In the event of a Seller default, Xxxxx’s sole and exclusive remedy shall be limited to return of the EMD to Buyer and thereafter neither Party shall have any rights or obligations hereunder.
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Limitation of Seller Liability. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL LICENSOR OR ITS SUPPLIERS OR RESELLERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES. IN NO EVENT WILL LICENSOR BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE AMOUNT LICENSOR RECEIVED FROM YOU FOR A LICENSE TO THE SOFTWARE, EVEN IF LICENSOR SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR AN INTELLECTUAL PROPERTY INFRINGEMENT CLAIM, DEATH OR PERSONAL INJURY RESULTING FROM LICENSOR'S NEGLIGENCE TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH LIMITATION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS EXCLUSION AND LIMITATION MAY NOT APPLY TO YOU.
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Limitation of Seller Liability 
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Related to Limitation of Seller Liability

  • Limitation of Seller's Liability This paragraph limits the liability of the seller. This is a usual provision, but flexible, ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ . ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ , ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ .

  • Liability of Seller; Indemnities The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement.

  • Indemnification of Sellers Parent, LuxCo and BHN, jointly and severally hereby agree to indemnify and hold harmless Sellers, each of its Affiliates, and each of its members, managers, partners, directors, officers, employees, attorneys and agents and permitted assignees (the “Sellers Indemnitees”) against and in respect of any Losses incurred or sustained by any Sellers Indemnitee as a result of any breach, inaccuracy or nonfulfillment or the alleged breach, of any of the representations, warranties and covenants of LuxCo contained herein. The total payments made by Parent, LuxCo or BHN to Sellers Indemnitees with respect to Losses shall not exceed the Indemnifiable Loss Limit; provided, however, Sellers Indemnitees shall not be entitled to indemnification pursuant to this Section 10.2 unless and until the aggregate amount of Losses to Sellers Indemnitees equals at least the Basket, at which time, subject to the Indemnifiable Loss Limit, the Sellers Indemnitees shall be entitled to indemnification for the total amount of such Losses. Notwithstanding anything set forth in this Section 10.2, any Losses incurred by any Sellers Indemnitee arising out of the failure of Parent, LuxCo or BHN to perform any covenant or obligation to be performed by it at or after the Closing Date including payment of the Purchase Price, shall not be subject to or applied against the Indemnifiable Loss Limit or the Basket, respectively.

  • Indemnification of Seller Without in any way limiting or diminishing the warranties, representations or agreements herein contained or the rights or remedies available to Seller for a breach hereof, Buyer hereby agrees, with respect to this Contract, to indemnify, defend and hold harmless Seller from and against all losses, judgments, liabilities, claims, damages or expenses (including reasonable attorneys’ fees) of every kind, nature and description in existence before, on or after Closing, whether known or unknown, absolute or contingent, joint or several, arising out of or relating to:

  • Buyer’s Indemnification of Seller Buyer assumes all risk, liability, obligation and Losses in connection with, and shall defend, indemnify, and save and hold harmless Seller, its members, officers, directors, employees and agents, from and against all Losses which arise from or in connection with (i) the Assumed Liabilities, (ii) any matter for which Buyer has agreed to indemnify Seller under this Agreement, and (iii) any breach by Buyer of its representations, warranties or covenants under this Agreement.

  • Liability of Seller Seller shall be liable in accordance herewith only to the extent of the obligations in this Agreement specifically undertaken by Seller and the representations and warranties of Seller.

  • Limitation on Seller’s Liability (a) No partner, member, employee, shareholder or agent of the Sellers, nor any of Sellers’ Related Entities, shall have any personal liability, directly or indirectly, under or in connection with this Agreement or any agreement made or entered into under or pursuant to the provisions of this Agreement, or any amendment or amendments to any of the foregoing made at any time or times, heretofore or hereafter, and the Buyer and its successors and assigns and, without limitation, all other persons and entities, shall look solely to the Sellers’ assets for the payment of any claim or for any performance, and the Buyer, on behalf of itself and its successors and assigns, hereby waives any and all such personal liability.

  • Indemnification Obligations of Seller Seller shall defend, indemnify, save and keep harmless Purchaser and its successors and permitted assigns against and from all Damages sustained or incurred by any of them resulting from or arising out of or by virtue of:

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