Limitations of Seller's Liability. This Agreement contemplates that all investments by or in Dealer shall be made, and Dealer shall purchase and resell Nissan Products, in conformity with the provisions hereof, but otherwise in the discretion of Dealer. Except as herein specified, nothing herein contained shall impose any liability on Seller in connection with the business of Dealer or otherwise or for any expenditures made or incurred by Dealer in preparation for performance or in performance of Dealer's responsibilities under this Agreement.
Limitations of Seller's Liability. () The Seller shall not be required to indemnify an Indemnified Person pursuant to subsection 9.1 for:
Limitations of Seller's Liability. 11.1 Seller contracts to supply Bunker only upon the basis of the liabilities as set forth below, unless otherwise negotiated by the parties and agreed to in writing. The Seller shall not be liable for damages of whatever nature, including physical injury, nor for delivery of bunkers or services, no matter whether or not such damages or delay has been caused by fault or negligence on the side of the Seller. The Seller shall furthermore not be liable for damages or delay as described above when such damages or delay has been caused by the fault or negligence of its personnel, representatives or sub-contractors. Liability of the Seller for consequential damages is excluded. Buyer and its Vessel (inclusive her owners, charterers, managers and agents), shall be solely responsible for any loss or damage occurring on board or to the Vessel resulting from any incident arising out of or in connection with bad weather conditions and/or circumstances beyond control of sellers and/or their barge, terminal, plant, vehicle, pumps, equipment’s, machineries etc.
Limitations of Seller's Liability. 8.1 The liability of the Sellers under this Umbrella Agreement and the Transaction Agreements and any schedules or exhibits hereto or thereto shall be limited in accordance with the provisions of Clauses 8.2 to 8.15 of this Umbrella Agreement (inclusive).
Limitations of Seller's Liability. In the absence of fraud or intentional misrepresentation or intentional breach of warranty or covenant set forth in this Agreement of the other Ancillary Agreements, the liability of the Sellers under Section 9.2 shall be limited as follows: The maximum amount payable by the Sellers in respect of all claims for indemnification under this Agreement will not exceed $1,000,000; provided, however, that this amount shall not apply to any breaches of representations and warranties contained in Sections 3.1 (“Authority”), 3.2 (“Corporate Existence of the Company”) and Section 3.3 (“Capital Stock”), where the maximum amount payable by the Sellers in respect of all claims pursuant to Sections 3.1, 3.2 and the first, second and fourth sentences of Section 3.3 shall be limited to the Purchase Price, as adjusted pursuant to this Agreement. The Sellers shall not, further, be liable for a claim arising out of a breach of the representations and warranties if (i) the notice of such claim is not given in writing by the Purchaser to the Sellers within the time period set out in Section 9.1; (ii) the amount of the claim does not exceed USD 10,000; or (iii) the aggregate amount of all claims for which the Sellers would be liable under this Agreement does not exceed USD 25,000.
Limitations of Seller's Liability. 9.1 The Sellers' liability in respect of Claims (as defined in Schedule 4 (Limitations on Sellers' Liability)) shall be limited or excluded (as the case may be) by the provisions of Schedule 4 (Limitations on Sellers' Liability).
Limitations of Seller's Liability. Minimum claims
Limitations of Seller's Liability. The representations and warranties of Seller in Section 10 or elsewhere in this Agreement are intended to and shall remain true and correct as of the Closing Date (and with respect to the representations and warranties related to EMI until the Initial EMI Transfer Date), and shall survive the Closing and transfer of title to the Property until the fifth anniversary of the Closing Date with respect to any and all environmental representations and warranties and the representations set forth in Sections 10.1(a), (b), (k), (l) and (t), and until the second anniversary of the Closing Date with respect to all other representations and warranties (as applicable, the “Survival Period”), unless a longer period of time is otherwise expressly provided for herein. Any action for breach of a representation or warranty must be commenced, if at all, within said Survival Period. Notwithstanding anything to the contrary contained herein, if the Closing shall have occurred, (a) except as provided in the following sentence, the aggregate liability of Seller arising pursuant to or in connection with Seller’s breach of its representations, warranties, indemnifications, covenants or other obligations (whether express or implied) of Seller under this Agreement or any of the Transaction Documents shall not exceed $7,500,000.00 (the “Liability Limitation”) and (b) Seller shall not be liable for any judgment in any action based upon any claim by Buyer alleging a breach by Seller of any representations, warranties, indemnifications, covenants or other obligations (whether express or implied) of Seller under this Agreement or any of the Transaction Documents, unless and until such claim, either alone or together with any other claims by Buyer against Seller alleging a breach by Seller of any representations, warranties, indemnifications, covenants or other obligations (whether express or implied) of Seller contained in this Agreement or in any of the Transaction Documents, is for an aggregate amount in excess of $250,000.00 (the “Floor Amount”), in which event Seller’s liability respecting any final judgment concerning such claim or claims shall be for the amount thereof that exceeds the Floor Amount, subject to the Liability Limitation. Notwithstanding the foregoing sentence, the Floor Amount and Liability Limitation shall not apply to (1) Seller’s obligation to pay Rebates as provided in Section 2.7, (2) Seller’s funding obligations under the EMI Operating Agreement, (3) Seller’s ...
Limitations of Seller's Liability. 11.1 De Minimis Amount; Basket; Cap. For Breaches and consequences of Breaches Section 15.1 of the ASPA shall apply accordingly. It is understood that for the calculation of the amount exceeding the Basket and for the application of the Cap set forth in Section 17.1 2nd paragraph of the ASPA, the aggregate individual claims under this Agreement and under the ASPA exceeding such De Minimis Amount shall be taken into account collectively.
Limitations of Seller's Liability. Seller's liability to Buyer for indemnification under this Section 13 for breach of any representation, warranty, or covenant of this Agreement or otherwise arising from the transactions contemplated in this Agreement shall in all cases be limited to a maximum of the Purchase Price. Any claim by Buyer against Seller must be made in writing within three (3) months after the applicable period of limitation of survival as provided in Section 14. Moreover, except in the case of intentional deceit or actual fraud, Seller shall be liable' for any claim of Buyer only in the event and to the extent that the aggregate amount of liability of Seller to Buyer exceeds Two Hundred Thousand Dollars ($200,000) (the "Deductible") and then only for the ,amount of liability in excess of such Deductible. Subject to the Deductible, time limits and maximum liability described herein, Seller shall be liable to Buyer as provided in this Agreement only on a dollar for dollar basis for the actual direct damage suffered by Buyer and Seller shall in no event be liable for consequential damages or damages in any way computed on the basis of a multiple or in any other way taking into account the Purchase Price, Buyer's method of determination of the Purchase Price, or Buyer's valuation as a public company.
