Sellers Liability Regime Clause Samples
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Sellers Liability Regime. Notwithstanding anything in this Agreement to the contrary, the liability of the Sellers under this Agreement shall be as follows:
(a) The representations and warranties included in Article 4 (the “Individual R&Ws”) are made by each Seller only in respect of its particular circumstances and in respect of the particular Sale Shares that it sells. Consequently, each Seller will be individually liable for any Losses resulting from any breach or inaccuracy of the Individual R&Ws related to its particular circumstances or in respect with the particular Sale Shares that it sells and Losses for any inaccuracy of Individual R&Ws may only be claimed against the particular Seller who made such representation or warranty.
(b) The representations and warranties included in Article 5 and any schedules hereto (the “Collective R&Ws” and, jointly with the Individual R&Ws, the “Sellers R&Ws”) are made by all of the Sellers jointly and the Sellers’ liability for any Losses resulting from any breach or inaccuracy of such Collective R&Ws shall be several (responsabilidad mancomunada) and distributed among Sellers in accordance with each Seller’s respective Seller Ownership Percentage.
(c) All covenants, agreements and obligations assumed by the Sellers in this Agreement are assumed by each Seller individually such that each Seller will be individually liable for any breach of any such covenant, agreement or obligation by such particular Seller.
Sellers Liability Regime. 6.1. Each of the Sellers hereby represents and warrants to the Purchaser that the Fundamental Representations and Warranties (as defined below) are true and correct and not misleading with respect to itself or the Company, respectively, as of the Closing Date. Each of the Majority Sellers further represents and warrants to the Purchaser that the Business Representations and Warranties are true and correct and not misleading with respect to itself or the Company, respectively, as of the Closing Date.
6.2. The Sellers shall be severally and not jointly liable —prorate to their stake in the Company’s share capital according to Annex I—, under the terms and conditions set forth in this clause, to indemnify the Purchaser and/or the Company, irrespective of any fault, for any Losses (as this term is defined below) incurred or sustained by the Purchaser and/or the Company, as the case may be, resulting from or arising out of any misrepresentation, inaccuracy or breach of the representations and warranties contained in Annex 6.2 (the Fundamental Representations and Warranties).
6.3. Additionally, the Majority Sellers shall be severally and not jointly liable —prorate to their stake in the Company’s share capital according to Annex I—, under the terms and conditions set forth in this clause, to indemnify the Purchaser and/or the Company, irrespective of any fault, for any Losses (as this term is defined below) incurred or sustained by the Purchaser and/or the Company, as the case may be, (i) resulting from or arising out of any misrepresentation, inaccuracy or breach of the representations and warranties contained in Annex 6.3 (the Business Representations and Warranties),
Sellers Liability Regime. 16.1. Sellers’ liability regime; Sole and exclusive remedy The Purchaser acknowledges and agrees that, in consideration of (a) the Due Diligence exercise conducted by the Purchaser, (b) the Sellers’ limited involvement in the business conduct and in the financial reporting by TCG, and (c) the price agreed hereunder (which has been negotiated in consideration of the acceptance by the Purchaser of this specific feature of this transaction), the Sellers make no representations and undertake no warranties, nor any other liability for “manifest defects” (vicios aparentes) or “hidden defects” (vicios ocultos) nor assume any indemnity undertaking in favor of the Purchaser or the Company other than those contained in Clause 16.2 below, and therefore the Purchaser agrees to this Transaction with no other representation made or warranty given by the Sellers with respect to TCG and its Group, the Budget Plan, the TCG Group’s assets, rights and liabilities (whether actual or contingent), its financial situation, its past or future business performance, risks and profitability, whether arisen prior to this Agreement, at the time of entering into this Agreement, during the Interim Period, on the Closing Date or thereinafter.
16.2. Sellers’ obligation to indemnify Purchaser Each Seller, in the proportion that the Shares held by each Seller (as set forth in Whereas V) represent in the total number of Shares, shall indemnify the Purchaser as follows:
Sellers Liability Regime