Liability Offset Sample Clauses

Liability Offset. Payments made or earned under this Agreement may be used to offset any outstanding financial liabilities owed under a prior Agreement at the sole discretion of ETP. This provision shall remain in full force and effect until the funds owed have been repaid, including statutory interest.
Sample 1Sample 2Sample 3See All (5)
AutoNDA by SimpleDocs
Liability Offset. The Corporation’s obligation to provide indemnification under this Article XI shall be offset to the extent the indemnified party is indemnified by any other source including, but not limited to, any applicable insurance coverage under a policy maintained by the Corporation, the indemnified party or any other person.
Sample 1Sample 2See All (5)
Liability Offset. Notwithstanding anything to the contrary in this Agreement, Buyer may credit, apply, and deduct the amount of any and all Liability Offsets, up to the total amount actually paid to BTR/ALI under this Agreement, against any and all financial liability or other financial obligations of Buyer incurred pursuant to a final judgment or award against Buyer as a result of any New Claim.
Sample 1Sample 2
Liability Offset. The Parent and the Acquisition Corp. agree that the right to indemnification pursuant to this ARTICLE VIII shall constitute the Parent’s and the Surviving Corporation’s sole and exclusive remedy and recourse against the Stockholders in connection with the transactions contemplated hereby, including without limitation, relating to any misrepresentation or inaccuracy in or breach of any of the representations or warranties or covenants hereby whether in tort, contract or otherwise. Except with respect to the Excluded Obligations the maximum aggregate liability of the Stockholders shall be limited to *** of the Merger Consideration (valuing such shares of Parent Common Stock included in the Merger Consideration as provided in Sections 2.1(a) and 2.1(b) above as the case may be) (the “Offset Amount”) and of any Stockholder shall be limited to such Stockholder’s Pro Rata Portion of the Losses up to such Stockholder’s Pro Rata Portion of the Offset Amount and the maximum aggregate liability of the Stockholders (for the Excluded Obligations or otherwise hereunder) shall be limited to the Merger Consideration and of any Stockholder (for the Excluded Obligations or otherwise hereunder) shall be limited to such Stockholder’s Pro Rata Portion of the Losses up to such Stockholder’s Pro Rata Portion of the Merger Consideration (valuing such shares of Parent Common Stock included in the Merger Consideration as provided in Sections 2.1(a) and 2.1(b) above as the case may be). The Parent shall first offset against the Future Consideration any amounts due to it pursuant to this ARTICLE VIII.
Sample 1
Liability Offset. (a) If the Closing occurs, the Buyer agree that the right to indemnification pursuant to this Article XI shall constitute the Buyer’s sole and exclusive remedy and recourse against the Sellers for Losses attributable to any Indemnifiable Matters. Except with respect to the Excluded Obligations, the maximum liability of the Securityholders collectively shall be limited to the Escrow Deposit and the maximum liability of any Securityholder shall be limited to such Securityholder’s Pro Rata Portion of the Losses up to such Securityholder’s Pro Rata Portion of the Escrow Deposit and the maximum liability of the Securityholders collectively for the Excluded Obligations shall be limited to the Purchase Price and the maximum liability of any Securityholder for the Excluded Obligations shall be limited to such Securityholder’s Pro Rata Portion of the Losses up to such Securityholder’s Pro Rata Portion of the Purchase Price, [***].
Sample 1
Liability Offset. (a) If the Closing occurs, the Buyer agree that the right to indemnification pursuant to this Article XI shall constitute the Buyer’s sole and exclusive remedy and recourse against the Stockholders for Losses attributable to any Indemnifiable Matters. Except with respect to the Excluded Obligations, the maximum liability of the Stockholders collectively shall be limited to *** and the maximum liability of any Stockholder shall be limited to *** and the maximum liability of the Stockholders collectively for the Excluded Obligations shall be limited to the Purchase Price and the maximum liability of any Stockholder for the Excluded Obligations shall be limited to such Stockholder’s Pro Rata Portion of the Losses up to such Stockholder’s Pro Rata Portion of the Purchase Price. No Stockholder shall have liability for breach of the covenants set forth in Article VII of this Agreement except in the event of such Stockholder’s involvement in, consent to, or facilitation of the breach of such covenants in Article VII.
Sample 1

Related to Liability Offset

  • 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.

  • Liability of Company The Indemnitee agrees that neither the stockholders nor the directors nor any officer, employee, representative or agent of the Company shall be personally liable for the satisfaction of the Company's obligations under this Agreement and the Indemnitee shall look solely to the assets of the Company for satisfaction of any claims hereunder.

  • Liability of Servicer The Servicer shall not be relieved of its obligations under this Agreement notwithstanding any Sub-Servicing Agreement or any of the provisions of this Agreement relating to agreements or arrangements between the Servicer and a Sub-Servicer or otherwise, and the Servicer shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans. The Servicer shall be entitled to enter into any agreement with a Sub-Servicer for indemnification of the Servicer by such Sub-Servicer and nothing contained in such Sub-Servicing Agreement shall be deemed to limit or modify this Agreement. The Trust shall not indemnify the Servicer for any losses due to the Servicer's negligence.

  • Liability Limitation CHANNELADVISOR IS NOT LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR THE FAILURE OF A PERSON TO ENTER INTO A TRANSACTION BY MEANS OF CUSTOMER’S USE OF THE CHANNELADVISOR PLATFORM, ANY MODULE (OR OTHER SOFTWARE LICENSED) OR THE SERVICES. CUSTOMER IS SOLELY RESPONSIBLE FOR ALL SELECTION OF PARTIES WITH WHOM CUSTOMER DOES BUSINESS, AND FOR TERMS AND CONDITIONS OF CUSTOMER’S AGREEMENTS WITH THOSE PARTIES AND WITH NETWORK SITES AND FLEX FEED DESTINATIONS. CHANNELADVISOR HAS NO RESPONSIBILITY FOR THE QUALITY OR AVAILABILITY OF GOODS OR SERVICES PROVIDED BY CUSTOMER, ANY BUYER'S ABILITY TO PAY, ANY THIRD PARTY'S COMPLIANCE WITH THE TERMS OF A TRANSACTION, OR FOR ANY INJURY, LOSS OR DAMAGE CAUSED OR ALLEGED TO HAVE BEEN CAUSED BY THE GOODS OR SERVICES OBTAINED BY A BUYER OR SOLD BY CUSTOMER THROUGH USE OF THE SERVICES. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY LOST PROFITS, LOSS OF DATA, OR ANY FORM OF INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER FROM ANY CAUSES OF ACTION OF ANY KIND WITH RESPECT TO THIS AGREEMENT OR ANY APPLICABLE SOW, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND WHETHER OR NOT THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. CHANNELADVISOR’S AGGREGATE LIABILITY UNDER THIS AGREEMENT OR APPLICABLE SOW WILL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER UNDER THE APPLICABLE SOW GIVING RISE TO THE CLAIM DURING THE TWELVE MONTH PERIOD IMMEDIATELY BEFORE THE DATE THE CLAIM AROSE. IF APPLICABLE LAW DOES NOT PERMIT THE DISCLAIMER OF CERTAIN DAMAGES RELATED TO A PARTICULAR CAUSE OF ACTION, THEN THIS LIMITATION SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

  • Liability of Parties Without waiving any defenses including governmental immunity, each Party to this XXX agrees to be responsible for its own acts of negligence, which may arise in connection with any and all claims for damages, costs and expenses to person or persons and property that may arise out of or be occasioned by this XXX or any of its activities or from any act or omission of any employee or invitee of the Parties. The provisions in this paragraph are solely for the benefit of the Parties hereto and are not intended to create or grant any rights, contractually or otherwise to any third party.

  • Liability of Servicer; Indemnities (a) The Servicer (in its capacity as such) shall be liable hereunder only to the extent of the obligations in this Agreement specifically undertaken by the Servicer and the representations made by the Servicer.

  • Liability of Indemnitees (a) Notwithstanding anything to the contrary set forth in this Agreement, no Indemnitee shall be liable for monetary damages to the Partnership, the Limited Partners, or any other Persons who have acquired interests in the Partnership Interests, for losses sustained or liabilities incurred as a result of any act or omission of an Indemnitee unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter in question, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was criminal.

  • Liability of the Company The Company shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Company herein.

Time is Money Join Law Insider Premium to draft better contracts faster.