Seller's Liability definition
Examples of Seller's Liability in a sentence
Each of the products sold or services performed by the Company conforms to all contractual agreements, all warranties made and all warranties arising by operation of law; provided, however, that Seller's Liability with respect to such representation shall be limited as set forth in Section 8.2(a)(vii).
The liability of the Seller in respect of any claim in relation to this Agreement or any other Transaction Document shall be subject to Clause 15 (Due Diligence Investigation), this Clause 16, Clause 17 (W&I Insurance) and the limitations set out in Schedule 10 (Limitations of Seller's Liability).
Limitations of Seller's Liability .................................
Except as set forth in Section 10.2(b), the aggregate personal liability (the "Personal Liability Amount") of each of the Sellers with respect to the subject matter of this Agreement and the transactions contemplated hereby is, and shall be, limited to an aggregate amount equal to the product of the Sellers' Liability Amount and the Percentage Interest of such Seller.
To the extent any term or provision of this Agreement provides for the joint and several liability of the Sellers, such joint and several liability shall be limited in the aggregate, in all respects with respect to all of the Sellers, to the Sellers' Liability Amount (except as set forth in Section 10.2(b)), and in all respects with respect to any of the Sellers, to the applicable Personal Liability Amount (except as set forth in Section 10.2(b)).
Sellers shall not be liable under Section 8.03 with respect to any Tax referred to in this Section 6.01(b) resulting from a claim or demand the defense of which Sellers were not offered the opportunity to assume as provided under this Section 6.01(b) to the extent Sellers' Liability under this Agreement is adversely affected as a result thereof.
Upon termination of such agreements, Seller's Liability for such rebates and chargebacks shall cease.
Insofar as possible, all of such limitations shall be construed and interpreted consistently and in a manner that limits Seller's Liability to the lowest applicable amount.
Waiver of Subrogation is also provided in favor of Buyer with regards to Seller's Liability and Workers Compensation coverage.
Further, excluding Losses which arise under Sections 12.01(a)(i) and (ii), and excluding Losses which result from willful, intentional and fraudulent acts on the part of Seller in connection with any representation, Seller's liability above Seller's Threshold Amount shall not exceed the Seller's Liability Cap.