MAXIMUM LIABILITY OF SELLERS Sample Clauses

MAXIMUM LIABILITY OF SELLERS. 1.1 The total amount of the Sellers’ liability under this Agreement is limited to an amount equal to the Retention Amount, save in respect of a Claim in relation to a breach of:
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MAXIMUM LIABILITY OF SELLERS. 1.1 The total amount of the Sellers’ liability under this Agreement is limited to an amount equal to the Retention Amount, save in respect of a Claim in relation to a breach of (i) the Title Warranties, (ii) Clause 7.2.11, (iii) Clause 15.1 and (iv) paragraph 5.4.3 of Schedule 3 in which case the total aggregate liability of the Sellers for all or any breaches of the Title Warranties shall be limited to the Purchase Price less any amount paid in relation to a Claim under this Agreement.
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MAXIMUM LIABILITY OF SELLERS. Notwithstanding any other provision of this Agreement, the Sellers and the Buyer further agree that the Sellers shall not be liable to make Indemnity Payments to the Buyer and/or the Corporation on account of Losses arising from a Representation Breach other than Claims resulting from a Representation Breach under Sections 3.1(a), (b), (c), (d), (e) (j), (k), (l), (m), (ff), (ii), (yy(i)), and (ccc) which, in the aggregate, exceed an amount equal to 60% of the aggregate of (i) Initial Purchase Price (as adjusted, if necessary, pursuant to Section 2.7 and 5.2(h)), and (ii) that portion of the Milestone Payments completed in Section 2.2. hereof actually paid by the Buyer following the occurrence of a Milestone Event; provided, however, that such limitation shall not apply to any Representation Breach resulting from Sellers' fraud or an intentional Representation Breach and in such case the amounts of any Losses in respect of such claims shall not be included in determining whether any of the limitations set forth in this Section 6.7 has been exceeded.
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MAXIMUM LIABILITY OF SELLERS. The total amount of the payments that Sellers can be required to make under or in connection with this Agreement (including all indemnification payments required to be made to Purchaser and all amounts payable to any counsel retained by Sellers in accordance with Section 12.11) shall be limited in the aggregate to a maximum of $150,000, and Sellers’ cumulative liability shall in no event exceed such amount. Any such liability shall be apportioned among the Sellers 90% as to Nuvelo and 10% as to Affymetrix, except with respect to liabilities incurred pursuant to Section 12.2 above. Without limiting the generality of the foregoing, any indemnification payments required to be made by Affymetrix hereunder shall be made exclusively by offset against the principal amount of the Convertible Notes, and any indemnification payments required to be made by Nuvelo hereunder shall be made in cash, provided, however, that (i) such cash payments by Nuvelo shall be applied directly to the liability giving rise to such indemnification payment, or (ii) Company shall provide assurances to Nuvelo that such liability has been paid. Purchaser shall have no other recourse against Sellers or any of Sellers’ Associates, or against any of the assets of Sellers or any of Sellers’ Associates, in connection with any indemnification claim or any other claim of any nature.
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Related to MAXIMUM LIABILITY OF SELLERS

  • 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.

  • 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.

  • Maximum Liability The provisions of this Loan Guaranty are severable, and in any action or proceeding involving any state corporate law, or any state, federal or foreign bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of any Loan Guarantor under this Loan Guaranty would otherwise be held or determined to be avoidable, invalid or unenforceable on account of the amount of such Loan Guarantor’s liability under this Loan Guaranty, then, notwithstanding any other provision of this Loan Guaranty to the contrary, the amount of such liability shall, without any further action by the Loan Guarantors or the Lenders, be automatically limited and reduced to the highest amount that is valid and enforceable as determined in such action or proceeding (such highest amount determined hereunder being the relevant Loan Guarantor’s “Maximum Liability”. This Section with respect to the Maximum Liability of each Loan Guarantor is intended solely to preserve the rights of the Lenders to the maximum extent not subject to avoidance under applicable law, and no Loan Guarantor nor any other person or entity shall have any right or claim under this Section with respect to such Maximum Liability, except to the extent necessary so that the obligations of any Loan Guarantor hereunder shall not be rendered voidable under applicable law. Each Loan Guarantor agrees that the Guaranteed Obligations may at any time and from time to time exceed the Maximum Liability of each Loan Guarantor without impairing this Loan Guaranty or affecting the rights and remedies of the Lenders hereunder, provided that, nothing in this sentence shall be construed to increase any Loan Guarantor’s obligations hereunder beyond its Maximum Liability.

  • 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.

  • Liability of Parties By entering into this Agreement, no party shall become liable for any other party's obligations relating to any activities beyond the scope of this Agreement, except as provided by the Act. If any party suffers, or is held liable for, any loss or liability of the Partnership which is in excess of that agreed upon herein, such party shall be indemnified by the other parties, to the extent of their respective interests in the Partnership, as provided herein.

  • Liability of DFAL Except as provided by the next sentence, DFAL shall not be liable for any error of judgment or of law or for any loss suffered by the Fund in connection with the matters to which this Agreement relates, except loss resulting from willful misfeasance, bad faith or gross negligence on the part of DFAL in the performance of its obligations and duties or by reason of its reckless disregard of its obligations and duties under this Agreement. The foregoing sentence does not apply to any liability which DFAL may have arising out of the execution by it or any of its employees, officers or agents of portfolio transactions for the Fund.

  • Seller's Liability Seller shall remain liable for all Liability related to workers’ compensation, disability and occupational diseases of or with respect to all of Seller’s employees attributable to injuries, claims, conditions, events and occurrences occurring prior to the Closing Date, which Liability shall be a Retained Liability.

  • Seller’s Indemnification Obligations Seller shall, on the date of Closing, agree (and, upon delivery to Purchaser of the Assignments, shall be deemed to have agreed), subject to the limitations and procedures contained in this Article 9, following the Closing, to indemnify and hold Purchaser, its Affiliates and its and their respective successors and permitted assigns and all of their respective stockholders, partners, members, managers, directors, officer, employees, agents and representatives (collectively, the “Purchaser Indemnitees”) harmless from and against any and all claims, obligations, actions, liabilities, damages or expenses (collectively, “Purchaser’s Losses”) incurred, suffered, paid by or resulting to any of the Purchaser Indemnitees and which results from, arises out of or in connection with, is based upon, or exists by reason of: (a) any breach of any representation, warranty, covenant or agreement of Seller contained in this Agreement (in each case without regard to materiality or any qualification as to Material Adverse Effect), (b) Seller’s non-compliance with Applicable Laws or agreements in respect of the Properties prior to the Closing, (c) all Property Costs incurred prior to the Effective Date (including with regard to joint interest xxxxxxxx by Seller and any participating party’s payments in respect thereof), (d) all costs and expenses incurred by Purchaser associated with the plugging and abandoning of each Abandoned Well pursuant to Section 7.13 or (e) the Excluded Assets; REGARDLESS OF THE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR RESPONSIBILITY OF PURCHASER, ANY OTHER PURCHASER INDEMNITEE, SELLER OR ANY OTHER PERSON. Notwithstanding any other provision of this Agreement, (i) the maximum liability of Seller under the indemnity provisions of Article 9 or under any other provisions of this Agreement, in either case for a breach of any representation or warranty other than the Seller Transaction Representations and Section 4.1(i), shall not exceed ten percent (10%) of the Purchase Price and (ii) Seller shall have no liability under the indemnity provisions of this Section 9.5 by reason of any breach of any representation or warranty (other than the Seller Transaction Representations and Section 4.1(i)) until and unless the aggregate amount of the liability for all Purchaser Losses associated therewith exceeds ONE MILLION Dollars ($1,000,000), in which event Seller shall be liable for the amount of all Purchaser Losses, but in no event to exceed ten percent (10%) of the Purchase Price. Seller agrees that any amounts owing to Purchaser under this Agreement may be set off against and withheld from any amounts owing to Seller in respect of its interest under the Farmout Agreement.

  • LIABILITY OF THE PARTIES Nothing herein contained shall constitute the Dealer-Manager, the Soliciting Dealers and the Company as an association, partnership, unincorporated business or other separate entity, nor shall anything herein contained render the Dealer-Manager or the Company liable for the obligations of any of the Soliciting Dealers. Neither the Dealer-Manager nor the Company shall be under any liability to any Soliciting Dealer or any other person for any act or omission or any matter connected with this Agreement or the Company, except for obligations expressly assumed by an association, partnership, unincorporated business or other separate entity in this Agreement.

  • LIABILITY OF THE SELLER; INDEMNITIES The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under these Master Sale Terms and each related Sale Agreement.

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