Cap on Sellers’ Liability. Notwithstanding any contrary provision of this Agreement, the aggregate Liability of Sellers under Section 15.3(a)(i) (excluding Claims arising from the breach of Fundamental Representations and the representations and warranties in Section 7.13 (Taxes)) shall in the aggregate be limited to twenty percent (20%) of the unadjusted Base Purchase Price, being Twenty-two Million Dollars ($22,000,000.00) (the “Cap”), which aggregate amount shall be reduced to the extent coverage is available under the R&W Insurance Policy. Any Claims for indemnification under Section 15.3(a)(i) for breaches of Fundamental Representations or the representations and warranties in Section 7.13 (Taxes) shall not be subject to the Cap.

Cap on Sellers’ Liability. The Seller’s liability for EHS Indemnity Claims shall not exceed one hundred million (100,000,000) Euros. The Seller’s liability for EHS Indemnity Claims that have not been notified to the Seller under Section 5.3 of this Schedule 9.5 on or before the fifth(5th) anniversary of the Closing Date shall not exceed fifty million (50,000,000) Euros.

Cap on Sellers’ Liability. Subject to Sections 8.4(f) and 8.9, the liability of Seller in respect of claims of Purchaser Indemnified Persons for Damages under Section 8.1(a) shall not exceed, in the aggregate, $10,000,000.

Cap on Sellers’ Liability. 3.1 The aggregate liability of each of Apax and Wellcome Trust in respect of all and any Sellers' Capacity Claims (when aggregated with any other Claims) shall, save as provided below, not exceed the amount of the Consideration Price (calculated, where relevant, by reference to the Issue Price) paid by Buyer to the relevant Seller at the time such Seller's Capacity Claim becomes a Determined Claim (the "Paid Amount").

Cap on Sellers’ Liability. If a Buyer Indemnified Party is entitled to indemnity under Section 8.1 (Seller Indemnity), any such claim shall be satisfied solely and exclusively against the Indemnity Cap; provided that such limitation shall not apply to Liabilities resulting from any breach of any Fundamental Representation (the “Excepted Matters”). Therefore, except for the Excepted Matters, the maximum aggregate liability of Seller under Section 8.1 (Seller Indemnity) shall not exceed the Indemnity Cap, and the Buyer Indemnified Parties shall have no further right to indemnification hereunder or thereunder, and Seller shall be relieved from any and all liability under this Agreement and Buyer releases Seller from any and all such liability, at such time as the aggregate funds paid by Seller for indemnification under this Article VIII equal the Indemnity Cap. Notwithstanding anything else to the contrary in this Agreement, the maximum aggregate liability of Seller under this Agreement (including with respect to Excepted Matters) shall not exceed the Purchase Price.

Cap on Sellers’ Liability. Notwithstanding any provision of this Agreement to the contrary, the Mobile Shareholder’s liability for (and Company’s damages awardable for) any claim arising from or relating to this Agreement (including, but not limited to, indemnity obligations) shall not exceed the amount of $800,000. In lieu of cash/immediately available funds, the Mobile Shareholder may satisfy any such obligation by immediately (i) surrendering shares of Company Common Stock then owned by the Mobile Shareholder back to Company as provided in this Section 8.10 and (ii) providing all documentation reasonably requested by the Company in order to effectuate the surrendering of such shares of Company Common Stock (including but not limited to a medallion guaranteed stock power). For purposes of determining the value of the shares of the Company Common Stock surrendered in accordance with this Section 8.10, the following formula shall apply: the total number of shares of Company Common Stock surrendered by Mobile Shareholder multiplied by the average of the closing prices of Company Common Stock on the Trading Market (as reported by such Trading Market or other reputable source) during the twenty (20) Trading Day period immediately prior to the date of the award of damages.

Related to Cap on Sellers’ 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 on Seller’s Liability (a) No partner, member, employee, shareholder or agent of the Sellers, nor any of Sellers’ Related Entities, shall have any personal liability, directly or indirectly, under or in connection with this Agreement or any agreement made or entered into under or pursuant to the provisions of this Agreement, or any amendment or amendments to any of the foregoing made at any time or times, heretofore or hereafter, and the Buyer and its successors and assigns and, without limitation, all other persons and entities, shall look solely to the Sellers’ assets for the payment of any claim or for any performance, and the Buyer, on behalf of itself and its successors and assigns, hereby waives any and all such personal 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.
Reinsurer’s Liability The Reinsurer’s liability with respect to the Reinsured Risks will terminate on the earliest of: (i) the date the Company’s liability with respect to the Reinsured Risks is terminated and all amounts due the Company from the Reinsurer with respect to such Reinsured Risks are paid to the Company by or on behalf of the Reinsurer; and (ii) the date this Agreement is terminated upon the written agreement of the parties.
Cap on Liability Notwithstanding anything to the contrary contained in this Agreement or in any Closing Document, the liability of the Sellers for Losses arising pursuant to or in connection with the representations, warranties, indemnifications, covenants or other obligations (whether express or implied) of the Sellers under this Agreement (or in any Closing Document) shall not exceed $50,000,000 in the aggregate under this Agreement and the Other PSAs combined (the “Cap”), however, the Buyer shall not make any claims for Losses in connection with the representations, warranties, indemnifications, covenants or other obligations (whether express or implied) of the Sellers under this Agreement unless such claims exceed $1,000,000 in the aggregate under this Agreement and the Other PSAs combined (the “Basket”) (at which point the Buyer shall be entitled to make a claim for the aggregate amount of Losses and not just amounts in excess of the Basket). Notwithstanding anything to the contrary contained herein, the Basket and Cap limitations set forth herein shall not apply to Losses suffered or incurred as a result of any breaches of the covenants and obligations of the Sellers set forth in Section 9.1, Article X, Article XII, and Section 14.3.
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.
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.
Seller’s Indemnity Seller shall indemnify, defend and hold Buyer harmless from any claim, demand, loss, liability, damage, or expense (including reasonable attorneys' fees) in connection with third-party claims for injury or damage to personal property in connection with the ownership or operation of the Properties prior to Closing. These indemnification obligations of Seller shall be repeated at and shall survive the Closing.
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.
LESSOR'S LIABILITY The term "Lessor" as used herein shall mean only the owner or owners, at the time in question, of the fee title or a lessee's interest in a ground lease of the Office Building Project, and except as expressly provided in paragraph 15, in the event of any transfer of such title or interest, Lessor herein named (and in case of any subsequent transfers then the grantor) shall be relieved from and after the date of such transfer of all liability as respects Lessor's obligations thereafter to be performed, provided that any funds in the hands of Lessor or the then grantor at the time of such transfer, in which Lessee has an interest, shall be delivered to the grantee. The obligations contained in this Lease to be performed by Lessor shall, subject as aforesaid, be binding on Lessor's successors and assigns, only during their respective periods of ownership.

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