Limitation on Liability of Seller. Neither Seller nor any of --------------------------------- the directors or officers or employees or agents of Seller shall be under any liability to the Issuer, the Owner Trustee, the Noteholders or any other Person for any action taken or for refraining from the taking of any action pursuant to this Agreement whether arising from express or implied duties under this Agreement; provided, however, that this provision shall not protect Seller or -------- ------- any such person against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of its willful misconduct hereunder; and provided, further, -------- ------- that Seller shall be liable for any actual damages resulting directly from Seller's material failure to perform any of its obligations under this Agreement, but only if and to the extent that another remedy is not provided for and available hereunder. Seller and any director or officer or employee or agent of Seller may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder.
Limitation on Liability of Seller. Neither Seller nor any of --------------------------------- the directors or officers or employees or agents of Seller shall be under any liability to the Issuer, the Owner Trustee, the Noteholders or any other Person for any action taken or for refraining from the taking of any action pursuant to this Agreement whether arising from express or implied duties under this Agreement; provided, however, that this provision shall not protect Seller or -------- ------- any such person against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of its willful misconduct hereunder; and provided, further, -------- ------- that Seller shall be liable for any actual damages resulting directly from Seller's material failure to perform any of its obligations under this Agreement, but only if and to the extent that another remedy is not provided for and available hereunder. Seller and any director or officer or employee or agent of Seller may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. Notwithstanding anything to the contrary in this Agreement or any other Transaction Document, any payment by the Seller pursuant to this Section ------- 4.3 shall only be made to the extent the Seller has funds available for such --- purpose after amounts payable to Securityholders (as defined in the Receivables Purchase Agreement) have been paid in full. Each party hereto agrees that the failure to make such payment shall not give rise to any claim against the Seller.
Limitation on Liability of Seller. The Seller may rely and shall be protected in acting or refraining from acting upon any resolution, certificate of auditors or accountants or any other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, appraisal, bond, note or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Seller shall not be under any obligation to appear in, prosecute, or defend any legal action that shall not be incidental to its obligations under this Agreement, and that in its reasonable judgment may involve it in any expense or liability.
Limitation on Liability of Seller. The Seller shall not have any obligation to indemnify the Buyer or the Parent under this Section 11 until the Buyer and the Parent have suffered Losses that, in the aggregate, exceed $30,000.00, provided that Losses arising out of or resulting from the failure of the Seller to pay all taxes, penalties and interest related thereto, and other charges of a comparable nature irrespective of how designated, which have been incurred, due or claimed to be due from the Seller or imposed on the Seller or the Seller's properties, assets, income, payroll, franchises, licenses, sales or use by any federal, state, local or foreign taxing authorities with respect to periods ending on or prior to the Closing (collectively, "Tax Losses") shall not be included in such calculation, and the Seller shall be obligated to indemnify the Buyer or the Parent for all such Tax Losses in accordance with Section 11(a) above. The Seller shall be obligated to indemnify the Buyer and the Parent from and against any Loss(es) upon such Loss(es) (other than Tax Losses) exceeding $30,000.00. In no event shall the Seller be obligated to indemnify the Buyer or the Parent from and against any Losses, if the Seller has paid an aggregate of $150,000 to the Buyer or the Parent pursuant to this Section 11; provided that the Seller's obligation to indemnify the Buyer and the Parent for Losses arising out of or resulting from a breach of Section 6(q) hereof shall be limited to the Purchase Price; further provided that there shall be no limit on the Seller's obligation to indemnify the Buyer and the Parent for Losses arising out of or resulting from (i) a breach of any covenant or agreement contained in Section 12 hereof, (ii) any Excluded Obligation, and (iii) Tax Losses.
Limitation on Liability of Seller. The liability of Seller to Buyer for breach of the representations, warranties, agreements, covenants and obligations herein or in any Schedule, Exhibit, Certificate or financial statement delivered by any party to the other party incident to the transactions contemplated hereby (a "Breach") shall be subject to the following:
Limitation on Liability of Seller. IF ANY OF SELLER’S REPRESENTATIONS OR WARRANTIES HEREIN ARE MATERIALLY UNTRUE OR MATERIALLY MISLEADING, OR IF SELLER BREACHES ITS MATERIAL OBLIGATIONS (SUBJECT TO SECTION 32.3) HEREUNDER, THEN BUYER SHALL HAVE THE RIGHT, AS ITS SOLE AND EXCLUSIVE REMEDY, EITHER:
Limitation on Liability of Seller. IN THE EVENT THAT (I) ANY PRODUCT DOES NOT MEET THE SPECIFICATIONS THEREFOR, OR (II) SELLER HAS OTHERWISE BREACHED THIS AGREEMENT, THEN THE LIABILITY OF SELLER HEREUNDER TO PURCHASER (INCLUDING, BUT NOT LIMITED TO, CLAIMS OR COSTS RELATED TO PRODUCT LIABILITY CLAIMS OR OTHERWISE), SHALL NOT, (X) WITH RESPECT TO THOSE CLAIMS BASED UPON THE PRECEDING CLAUSE (I), EXCEED $[**] MILLION PER OCCURRENCE AND $[**] MILLION IN THE AGGREGATE ANNUALLY AND (Y) WITH RESPECT TO THOSE CLAIMS BASED UPON THE PRECEDING CLAUSE (II), EXCEED $[**] MILLION (EXCEPT AS PROVIDED IN SECTION 15.3(B)). request for confidentiality and filed separately with the Securities and Exchange Commission.
Limitation on Liability of Seller. No officer, director, employee, agent, official or representative of the TOWN or any of such person's separate assets or property shall have or be subject to any liability with respect to any obligation or liability of the TOWN. It is acknowledged and understood by the parties that the members of the TOWN executing this Agreement and any related documents thereto either now or in the future, are doing so in their official capacity only and not in their individual capacity. The provisions of this clause shall specifically survive delivery of the deed or earlier termination of this agreement.
Limitation on Liability of Seller. None of the directors, officers, employees or agents of the Seller shall be under any liability to the Transferor, it being expressly understood that all such liability is expressly waived and released as a condition of, and as consideration for, the execution of this Purchase Agreement. Except as and to the extent expressly provided in the Basic Documents, the Seller shall not be under any liability to the Trustee, the Certificate Administrator or the Certificateholders. The Seller and any director, officer, employee or agent of the Seller may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder.
Limitation on Liability of Seller. Notwithstanding anything to the contrary herein, in no event shall Buyer or Seller have any liability or obligation to indemnify against any Claims under this Article 9 unless the aggregate of such Claims actually incurred exceeds fifty thousand dollars ($50,000.00) (the “Indemnity Deductible”).
