Overall Scope of Seller’s Liability Sample Clauses

Overall Scope of Seller’s Liability pursuant to this Agreement The Seller’s aggregate liability under this Agreement including, but not limited to, any and all claims for breach of any of the guarantees and indemnities pursuant to Sections 5 to 7 and 9, shall be limited to twenty (20) % of the Base Purchase Price hereinafter referred to as the “Liability Cap”). Such Liability Cap shall not apply to the guarantees and indemnities set forth in Section 5.2.1 (1) through 5.2.1 (3) and taxes (Section 8), provided, however, that the overall liability of the Seller under these provisions, when taken together with any other liability of the Seller under this Agreement, shall in no event exceed the Base Purchase Price.
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Overall Scope of Seller’s Liability. 12.3.1 Except for the Exempted Claims, the Purchaser shall only be entitled to claims under § 11 to the extent that (i) each individual claim exceeds an amount of EUR 500,000 (Euro five hundred thousand) (the De Minimis Amount) (whereby a series of claims out of a single event, cause, act or omission or a related or linked series thereof, shall be aggregated and treated as a single claim) and (ii) the aggregate amount of all such individual claims exceeding the De Minimis Amount pursuant to lit. (i) exceeds an amount of 1% (one per cent) of the Aggregated Purchase Price, in which case the full amount (and not only the exceeding amount) shall be recoverable (Freigrenze).
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Overall Scope of Seller’s Liability. Subject to sentences 2 through 5 of this Section 8.4, the Seller’s aggregate liability under this Agreement shall be limited to EUR 12,000,000 (in words: twelve million euros) (Cap). The Sellers’ aggregate liability for breaches of the provisions of this Agreement other than the guaranties set forth in Sections 7.2.1 through 7.2.3, Section 7.3, sentence 1 and sentence 2 of Section 7.7.1 and Section 7.17a and other than the provisions of Section 10 shall, however, be limited to EUR 6,000,000 (in words: six million euros) (General Cap). The Seller’s aggregate liability (i) for breaches of the Seller’s guaranties set forth in Section 7.17a and (ii) under Section 10 shall also be limited to a (separate) amount of EUR 6,000,000 (in words: six million euros) (Tax Cap). The aggregate liability of the Seller (i) for breaches of the Seller’s guaranties, other than the guaranties set forth in Sections 7.2.1 through 7.2.3, Section 7.3 and Section 7.17a, but including, for the avoidance of doubt, for breaches of the guaranties set forth in sentence 1 and sentence 2 of Section 7.7.1, and (ii) for breaches of the Seller’s guaranties set forth in Section 7.17a and under Section 10 shall in no event exceed the Cap. The Cap shall not apply to the guaranties set forth in Section 7.2.1 through 7.2.3 and 7.3, provided, however, that the overall liability of the Seller under these provisions shall in no event exceed the Purchase Price. The Cap, the General Cap and the Tax Cap shall also not apply to claims for breach of guaranties which are incomplete or incorrect due to a wilful act (vorsätzliche Handlung) or fraudulent misrepresentation (arglistige Täuschung) of the Seller.
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Overall Scope of Seller’s Liability. (a) The Sellers’ combined aggregate liability under this Agreement including, but not limited to, any and all claims for breach of any of the Sellers’ Guarantees pursuant to Section 8, shall be limited to a total liability amount of EUR 20,000,000 (in words: twenty million euro). Such limitation to EUR 20,000,000 shall not apply to the Sellers’ Guarantees set forth in Sections 8.2 and 8.13 and the Sellers’ liability under Section 11.3, provided, however, that the total liability of the Sellers under these provisions shall in no event exceed the Purchase Price. Each Seller’s individual liability shall be limited to such pro rata portion of the respective total liability amount that corresponds to the pro rata portion of the Purchase Price pertaining to the respective Seller. For the avoidance of doubt: the limitations set forth in this Section 9.2(a) shall not apply in cases of willful misconduct (Vorsatz), fraud (Betrug) or willful deceit (Arglist).
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Overall Scope of Seller’s Liability pursuant to this Agreement The Seller’s aggregate liability under this Agreement, including, but not limited to, any and all claims for breach of any of the guarantees pursuant to this Article 11, but excluding Seller’s obligations under Articles 2.1.7, 4.1 and 4.3 and any breach based upon Seller’s fraud (all of which shall have no limitation), shall be limited to [*] of the Final Purchase Price (the “Overall Cap”).
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Overall Scope of Seller’s Liability pursuant to this Agreement Seller’s aggregate liability under this Agreement, including, but not limited to, any and all claims for breach of any of the guarantees pursuant to this Article 11, but excluding Seller’s obligations under Articles 2.1.7, 4.1 and 4.3 and any breach based upon Seller’s fraud (all of which shall have no limitation), shall be limited to * of the Final Purchase Price (the “Overall Cap”). CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY AN ASTERISK.
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Overall Scope of Seller’s Liability. 8.3.1 With regard to the Sellers’ guaranties pursuant to Sections 7.2, each Seller will only be liable pursuant to this Section 8 to the extent that such guaranty is incorrect in respect of that Seller or that Seller’s Share(s). With regard to all other Sellers’ guaranties set forth in Section 7, each Seller will be severally (but not jointly) liable in the proportion that the registered share capital of the Company represented by the Shares of such Seller bears to the total registered share capital of the Company.
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Related to Overall Scope of Seller’s Liability

  • 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.

  • 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.

  • Liabilities of Seller All liabilities of Seller related to the Business or the Assets that are not Assumed Liabilities will be promptly paid by Seller as they come due.

  • Assumed Liabilities Subject to the terms and conditions set forth herein, Buyer shall assume and agree to pay, perform and discharge only the following Liabilities of Seller (collectively, the “Assumed Liabilities”), and no other Liabilities:

  • 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.

  • Exceptions from Liability Without limiting the generality of any other provisions hereof, neither the Custodian nor any Domestic Subcustodian shall be under any duty or obligation to inquire into, nor be liable for:

  • Assumed Liabilities; Excluded Liabilities (a) Pursuant to the terms and subject to the conditions of this Agreement, at the Closing, Sellers shall sell, convey, deliver, transfer and assign to Buyer (or its designated Affiliate), and Buyer (or its designated Affiliate) shall assume from Sellers the Assumed Liabilities.

  • Retained Liabilities The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller. “Retained Liabilities” shall mean every Liability of Seller other than the Assumed Liabilities, including:

  • Servicer's Liability Except in the case of a purchase by the Servicer of a Mortgage Loan from the Trustee thereof due to a breach of a representation or warranty by the Servicer or failure to perform the servicing procedures as set forth in this Agreement, the Servicer is not liable for any Realized Loss on any Mortgage Loan.

  • Excluded Liabilities Buyer shall not assume and shall not be responsible to pay, perform or discharge any of the following liabilities or obligations of Seller (collectively, the “Excluded Liabilities”):

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