Limitation of Seller’s Liability Sample Clauses

Limitation of Seller’s Liability. This paragraph limits the liability of the seller. This is a usual provision, but flexible, ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ . ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ , ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ .
Limitation of Seller’s Liability. No shareholders, partners or members of either Seller or Buyer, nor any of its or their respective officers, directors, agents, employees, heirs, successors or assigns, shall have any personal liability of any kind or nature for or by reason of any matter or thing whatsoever under, in connection with, arising out of or in any way related to this Agreement and the transactions contemplated hereby, and each of Seller and Buyer hereby waives for itself and anyone who may claim by, through or under Seller or Buyer, as the case may be, any and all rights to xxx or recover on account of any such alleged personal liability. Notwithstanding anything set forth in this Agreement to the contrary, Buyer agrees that any recovery against Seller for any breach of Seller’s representations and warranties set forth in Section 4 hereof or under any other agreement, document, certificate or instrument delivered by Seller to Buyer in connection herewith, shall be limited to Buyer’s actual damages in the aggregate amount not in excess of the Escrow Amount (the “Cap Amount”), and that in no event shall Buyer be entitled to seek or obtain any other damages of any kind, including, without limitation, consequential, indirect or punitive damages.
Limitation of Seller’s Liability. No general or limited partner of Seller, nor any of its respective beneficiaries, shareholders, partners, officers, agents, employees, heirs, successors or assigns shall have any personal liability of any kind or nature for or by reason of any matter or thing whatsoever under, in connection with, arising out of or in any way related to this Agreement and the transactions contemplated herein, and Purchaser hereby waives for itself and anyone who may claim by, through or under Purchaser any and all rights to sue or recover on account of any xxch alleged personal liability.
Limitation of Seller’s Liability. Notwithstanding any other provision of this Contract, any agreement contemplated by this Contract, or any rights which Buyer might otherwise have at law, equity, or by statute, whether based on contract or some other claim, any liability of Seller to Buyer will be satisfied only from Seller’s interest in the Property and the proceeds thereof. Without limiting the generality of the foregoing, the members, managers, officers, employees, agents or affiliates of Seller will not in any manner be personally or individually liable for the obligations of Seller hereunder or for any claims related to this Contract, any agreement contemplated by this Contract, or the Property. The provisions of this Section 24 shall survive Closing. Contract of Sale (Xxxxxxxx at Deerwood) NAI-1500426046v5
Limitation of Seller’s Liability. BUYER HEREBY EXPRESSLY WAIVES ALL CLAIMS AGAINST GLF, AND GLF SHALL NOT BE LIABLE TO BUYER FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR AS A RESULT OF, THE SALE, DELIVERY, NON-DELIVERY, SERVICING, USE OR LOSS OF USE OF THE PRODUCTS OR ANY PART THEREOF, OR FOR ANY CHARGES OR EXPENSES OF ANY NATURE INCURED WITHOUT GLF WRITTEN CONSENT, EVEN THOUGH GLF HAS BEEN NEGLIGENT, AND BUYER INDEMNIFIES AND HOLD GLF HARMLESS FROM ANY AND ALL SUCH CLAIMS OF DAMAGE BY BUYER OF OTHERS. GLF SHALL NOT INCUR ANY LIABILITY UNDER ANY CLAIM MADE BY BUYER UNDER THIS AGREEMENT OR OTHERWISE EXCEEDING THE PURCHASE PRICE OF THE PRODUCT IN RESPECT TO WHICH DAMAGE ARE CLAIMED. The Seller's liability for loss or damages on any claim is limited by the previous provisions hereof and shall in no event be more than an amount equal to the sum paid seller by buyer for the specific equipment and/or services. Seller shall not be liable for any indirect, special, secondary, incidental or consequential damages, howsoever or whenever the same may arise.
Limitation of Seller’s Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, IN NO EVENT SHALL SELLER BE LIABLE HEREUNDER OR OTHERWISE FOR ANY EXEMPLARY, PUNITIVE, REMOTE, SPECULATIVE, CONSEQUENTIAL, SPECIAL OR INCIDENTAL DAMAGES OR LOSS OF PROFITS, AND NO CLAIM SHALL BE MADE OR AWARDED AGAINST SELLER, FOR ANY SUCH DAMAGES OR LOSS OF PROFITS. Except as provided in in the Warranty and this Limitation of Liability, Seller shall not be liable for damages of any kind including, but not limited to, product performance in Buyer’s application(s). In addition, Seller will not be liable for removal and/or replacement of reflective products or retro reflective characteristics of any installed Seller’s products unless agreed to in writing by the parties. In no event will Seller be liable for any claims related to the products after the products have been incorporated into any other product or subject to further processing. Such incorporation or such processing shall be deemed to be a waiver of all claims by Buyer. SELLER’S LIABILITY AND BUYER’S EXCLUSIVE REMEDY FOR ANY CAUSE OF ACTION ARISING IN CONNECTION WITH THE SALE OR USE OF THE PRODUCTS, WHETHER IN LAW OR IN EQUITY OR WHETHER IN CONTRACT OR IN TORT, AND WHETHER BASED UPON NEGLIGENCE, STRICT LIABILITY, BREACH OF WARRANTY, BREACH OF CONTRACT OR EQUITABLE PRINCIPLES, OR OTHERWISE, IS EXPRESSLY LIMITED TO, AT SELLER’S OPTION, REPAIR OR REPLACEMENT OF THE PRODUCTS WITH RESPECT TO WHICH DAMAGES ARE CLAIMED. All claims of any kind arising in connection with this Agreement or the sale or use of the products shall be deemed waived unless made in writing within 60 days of the earlier of the date of Seller’s delivery or the date fixed for delivery in the event of non-delivery. Seller shall be given, and any claim shall be subject to Seller being provided, a reasonable opportunity to investigate the products subject to any claim.
Limitation of Seller’s Liability. ANY PARTY SEEKING TO ENFORCE ANY DUTY, OBLIGATION, LIABILITY OR RESPONSIBILITY OF SELLERS ARISING UNDER THIS AGREEMENT WILL RELY ON AND LOOK SOLELY TO THE PROPERTY AND ANY INCOME OR PROCEEDS (INCLUDING, BUT NOT LIMITED TO, ANY INSURANCE PROCEEDS) FROM THE PROPERTY. SELLERS WILL HAVE NO LIABILITY FOR THE PERFORMANCE OF ANY DUTIES OR OBLIGATIONS OF SELLERS UNDER THIS AGREEMENT BEYOND ITS INTEREST IN THE PROPERTY AND ITS PROCEEDS (INCLUDING, BUT NOT LIMITED TO, ANY INSURANCE PROCEEDS). BUYER WILL NOT SEEK TO ENFORCE ANY CLAIM OR JUDGMENT OBTAINED BY BUYER AGAINST SELLERS AGAINST ANY PROPERTY OF SELLERS OTHER THAN ITS INTEREST IN THE PROPERTY AND ITS PROCEEDS, AND BUYER WILL LOOK SOLELY TO, AND RELY SOLELY ON, THAT INTEREST AND THOSE PROCEEDS FOR ENFORCEMENT AND SATISFACTION OF ANY CLAIM OR JUDGMENT. BUYER AGREES THAT THE DIRECTORS, OFFICERS, PARTNERS, MEMBERS, OWNERS AND EMPLOYEES OF SELLERS HAVE NO PERSONAL LIABILITY UNDER THIS AGREEMENT, AND BUYER WAIVES ITS RIGHT TO XXX ANY OF THEM PERSONALLY OR INDIVIDUALLY.
Limitation of Seller’s Liability. (i) Notwithstanding anything to the contrary contained in this Agreement, after the Closing, the aggregate liability of the Seller for any Claim, individually or in the aggregate with all other Claims covered by this Agreement, for which indemnification is required by Seller pursuant to Section 8.4.3, shall be limited to the full amount of the adjusted Cash Consideration. Buyer agrees to hold Seller harmless for any Claims greater than such amount.
Limitation of Seller’s Liability. Seller’s liability on any claim with respect to Buyer’s parts and/or material directly damaged by Seller's processing is limited to (a) direct labor and material cost of such parts and materials. Notwithstanding the forgoing or anything to the contrary contained herein, the aggregate cumulative liability of Seller to Buyer with respect to all goods and services provided to Buyer, whether pursuant to these terms and conditions, the Seller’s quotation or otherwise and whether arising in contract, tort (including, without limitation, negligence), or otherwise, shall under no circumstances exceed an amount equal to three (3) times Seller’s charges for the particular services or goods which are the subject matter of a claim by Buyer. As a contingency of the respective liability or claim, Seller has the right to take possession of Buyer’s parts related to claim, witness destruction, and/or agree to disposition of parts, as a contingency of liability or claim payment. Seller is not responsible for the results of metal finishing operations that are unsatisfactory due to metal imperfections, changes in grade or composition of material, manufacturing and/or fabrication imperfections, usages for which the plating or other finishing operation was not reasonably designed, and similar variables over which Seller has no control. In such cases, Buyer remains responsible to pay the contracted price for the finishing operations performed by Seller. No claim for shortage in weight or count will be allowed unless made in writing and presented or mailed within three (3) working days after receipts of material or merchandise by the customer or the customer’s consignee to whom it was delivered. However, a shrinkage of quantity in processing of two percent (2%) shall be allowed without charge or liability Where operations or processing services performed by Seller are in the nature of "salvaging" parts and/or material, the work will be performed on a “best effort" basis and no liability shall attach to Seller unless it has previously agreed to such liability in writing prior to beginning the job. IN NO EVENT SHALL SELLER BE LIABLE FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY LOSS OF ANTICIPATED PROFITS), OR DAMAGES IN THE NATURE OF PENALTIES.