Limitations on Seller definition

Limitations on Seller s, Indemnitor's and JMJ's Indemnification. Seller, Indemnitors and JMJ shall not be liable and Buyer agrees not to enforce any claim for indemnification under this Agreement until the aggregate amount of all such claims exceeds Fifty Thousand Dollars ($50,000.00) (the "Threshold Amount"), and then Buyer shall be entitled to recover only the amount of such claims in excess of the Threshold Amount, except that, notwithstanding the foregoing, Seller, Indemnitors and JMJ, shall be liable and Buyer may enforce any and all claim(s) for breach of any representation or warranty under Section 6.10 and/or 6.15, as well as any claim(s) for indemnity under Sections 13.01(c), (d), (e) and (f) without regard to the Threshold Amount.
Sample 1Sample 2
Limitations on Seller s and the Members' Indemnities. The maximum amount which the Indemnitees can recover as a result of one or more Indemnity Events pursuant to the provisions hereof for Claims shall not in the aggregate exceed the Purchase Price.
Sample 1
Limitations on Seller s and Takihyo's Liability
Sample 1

Examples of Limitations on Seller in a sentence

  • Seller shall comply with the Export Control Laws and regulations of the United States and any amendments thereof.

Related to Limitations on Seller

  • Exceptions and Limitations means fair use, fair dealing, and/or any other exception or limitation to Copyright and Similar Rights that applies to Your use of the Licensed Material.

  • Limitation of Liability Insert the following Section 15, after Section 14:

  • Specified Purchase Agreement Representations means the representations and warranties made by the Seller or the Company in the Purchase Agreement as are material to the interests of the Lenders, but only to the extent that the Borrower (or the Borrower’s Affiliates) has the right (taking into account any applicable cure provisions) to terminate the Borrower’s (or such Affiliates’) obligations under the Purchase Agreement, or to decline to consummate the Acquisition (in each case, in accordance with the terms thereof), as a result of a breach of such representations and warranties.

  • Conditions of Sale means the Conditions of Sale set out in Part 3 of this TenderDocument;

  • General Conditions of Contract means the ‘Instructions to Tenderers’ and ‘General Conditions of Contract’ pertaining to the work for which above tenders have been called for.

  • REIT Provisions of the Code means Sections 856 through 860 of the Code and any successor or other provisions of the Code relating to real estate investment trusts (including provisions as to the attribution of ownership of beneficial interests therein) and the regulations promulgated thereunder.

  • Acquisition Agreement Representations means such of the representations made by or on behalf of the Target in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that the accuracy of any such representation is a condition to the obligations of Holdings or an Affiliate thereof to close under the Acquisition Agreement or Holdings (or an Affiliate thereof) has the right to terminate its obligations under the Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreement.

  • Blanket Issuer Letter of Representations means the Representation Letter from the Issuer to DTC, with respect to the Bonds.

  • Warranty Xxxx of Sale means the warranty (as to title) xxxx of sale covering the Aircraft executed by Manufacturer or an affiliate of Manufacturer in favor of Company and specifically referring to each Engine, as well as the Airframe, constituting a part of the Aircraft.

  • Seller’s Warranties means Seller’s representations and warranties set forth in Section 9.2 and the Closing Documents executed by Seller, as such representations and warranties may be deemed modified or waived by Buyer pursuant to the terms of this Agreement.

  • Purchaser’s Warranties means the warranties of the Purchaser set out in Clause 6.2 and Schedule 2;

  • Special Conditions of Contract means the pages completed by the Procuring Entity entitled Special Conditions of Contract which constitute Part A of the Special Conditions.

  • Pooling Agreement means the Fifth Amended and Restated Pooling Agreement, dated as of June 28, 2004, among Bunge Funding, Inc., Bunge Management Services, Inc., as servicer, and the Master Trust Trustee, as amended, modified or supplemented from time to time in accordance with its terms, subject to Section 3.02(f) hereof.

  • Miscellaneous Interests means the entire interest of the Vendor in and to all property, assets and rights, other than the Petroleum and Natural Gas Rights and the Tangibles, to the extent such property, assets and rights pertain to the Petroleum and Natural Gas Rights or the Tangibles, or any rights relating thereto, including, without limitation of the generality of the foregoing, the entire interest of the Vendor in:

  • Fundamental Representations and Warranties means the representations and warranties contained in Sections 3.1, 3.2, 3.6, 4.1 and 4.3.

  • Transfer and Servicing Agreement means the Amended and Restated Transfer and Servicing Agreement dated as of May 1, 2007 among the Transferor, the Servicer, and the Indenture Trustee, as the same may be amended, modified or supplemented.

  • laws relating to native title means laws applicable from time to time in Western Australia in respect of native title and includes the NTA;

  • Grantor Trust Provisions Subpart E of part I of subchapter J of the Code and Treasury Regulations Section 301.7701-4(c).

  • Buyer Fundamental Representations means the representations and warranties of Buyer contained in Sections 6.1, 6.2 and 6.7.

  • and Servicing Agreement Dated: Series#: Account#: Pool#: Loan#: MIN#: Borrower Name(s): Reason for Document Request: (circle one) Mortgage Loan Prepaid in Full Mortgage Loan Repurchased "We hereby certify that all amounts received or to be received in connection with such payments which are required to be deposited have been or will be so deposited as provided in the Pooling and Servicing Agreement." Residential Funding Corporation Authorized Signature ****************************************************************************** TO CUSTODIAN/TRUSTEE: Please acknowledge this request, and check off documents being enclosed with a copy of this form. You should retain this form for your files in accordance with the terms of the Pooling and Servicing Agreement.

  • Schedule of Representations means the Schedule of Representations and Warranties attached hereto as Schedule B.

  • Conditions of Contract means those statements contained in or delivered with your Ticket/s or Itinerary/Receipt, identified as such and which incorporate by reference, these Conditions of Carriage and notices.

  • Company Fundamental Representations means the representations and warranties set forth in Section 3.1 (Organization; Good Standing); Section 3.2 (Corporate Power; Enforceability); Section 3.3(a) (Company Board Approval); Section 3.3(b) (Anti-Takeover Laws); Section 3.4 (Requisite Stockholder Approvals); Section 3.5(a) (Non-Contravention); Section 3.7 (Company Capitalization); and Section 3.25 (Brokers).

  • Other Pooling and Servicing Agreement With respect to a Serviced Companion Loan or the related Serviced Loan Combination, the pooling and servicing agreement or other comparable agreement governing the creation of any related Other Securitization Trust and the issuance of securities backed by the assets of such Other Securitization Trust, but not the servicing of such Serviced Companion Loan or Serviced Loan Combination or the related Mortgage Loan.

  • Seller Fundamental Representations means the representations and warranties set forth in Section 6.1 (Organization, Good Standing and Qualification of Seller), Section 6.2 (Authorization; Enforceability), Section 6.10 (Title to Purchased Assets) and Section 6.26 (Brokerage Commission).

  • Pooling and Servicing Agreement The pooling and servicing agreement among Wells Fargo Asset Securities Corporation, as depositor, Wells Fargo Xxxx, N.A., as master servicer, the Trustee, and, if appxxxxxle, the Trust Administrator, relating to the issuance of the Mortgage Pass-Through Certificates.