Common use of Limitation of Seller’s Liability Clause in Contracts

Limitation of Seller’s Liability. No shareholders, partners or members of Seller, nor any of its or their respective officers, directors, 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 Buyer hereby waives for itself and anyone who may claim by, through or under Buyer any and all rights to xxx or recover on account of any such alleged personal liability. Notwithstanding anything set forth in this Agreement to the contrary, Buyer agrees that Seller shall have no liability to Buyer for any breach of Seller’s covenants, agreements, representations or warranties hereunder or under any other agreement, document, certificate or instrument delivered by Seller to Buyer unless the valid claims for all such breaches collectively aggregate more than Twenty-Five Thousand and 00/100 Dollars ($25,000.00), in which event the full amount of such valid claims shall be actionable, up to the cap set forth in the following sentence. Further, Buyer agrees that any recovery against Seller for any breach of Seller’s covenants, agreements, representations and warranties hereunder or under any other agreement, document, certificate or instrument delivered by Seller to Buyer, or under any law applicable to the Property or this transaction, shall be limited to Buyer’s actual damages not in excess of Two Hundred Fifty Thousand and 00/100 Dollars ($250,000.00) in the aggregate and that in no event shall Buyer be entitled to seek or obtain any other damages of any kind, including, without limitation, consequential, indirect or punitive damages.

Limitation of Seller’s Liability. No shareholders, partners or members of Seller, nor any of its or their respective officers, directors, 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 Buyer hereby waives for itself and anyone who may claim by, through or under Buyer any and all rights to xxx sue or recover on account of any such alleged personal liability. Notwithstanding anything set forth in this Agreement to the contrary, Buyer agrees that Seller shall have no liability to Buyer for any breach of Seller’s 's covenants, agreements, representations or warranties hereunder or under any other agreement, document, certificate or instrument delivered by Seller to Buyer unless the valid claims for all such breaches collectively aggregate more than Twenty-Five Two Hundred Fifty Thousand and 00/100 No/100 Dollars ($25,000.00250,000.00), in which event the full amount of such valid claims shall be actionable, up to the cap set forth in the following sentence. Further, Buyer agrees that any recovery against Seller for any breach of Seller’s 's covenants, agreements, representations and warranties hereunder or under any other agreement, document, certificate or instrument delivered by Seller to Buyer, or under any law applicable to the Property or this transaction, shall be limited to Buyer’s 's actual damages not in excess of Two Hundred Fifty Thousand and 00/100 No/100 Dollars ($250,000.00) in the aggregate and that in no event shall Buyer be entitled to seek or obtain any other damages of any kind, including, without limitation, consequential, indirect or punitive damages.

Limitation of Seller’s Liability. No shareholders, partners or members of SellerSeller or Buyer, nor any of its or their respective officers, directors, 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 Buyer and Seller, as applicable, hereby waives waive for itself and anyone who may claim by, through or under Buyer or Seller, as applicable, any and all rights to xxx or recover on account of any such alleged personal liability. Notwithstanding anything set forth in this Agreement to the contrary, Buyer agrees that Seller shall have no liability to Buyer for any breach of Seller’s covenants, agreements, representations or warranties hereunder or under any other agreement, document, certificate or instrument delivered by Seller to Buyer unless the valid claims for all such breaches collectively aggregate more than Twenty-Five Thousand and 00/100 Dollars ($25,000.00), in which event the full amount of such valid claims shall be actionable, up to the cap set forth in the following sentence. Further, Buyer agrees that any recovery against Seller for any breach of Seller’s covenants, agreements, representations and warranties hereunder or under any other agreement, document, certificate or instrument delivered by Seller to Buyer, or under any law applicable to the Property or this transaction, shall be limited to Buyer’s actual damages not in excess of Two Five Hundred Fifty Thousand and 00/100 Dollars ($250,000.00500,000.00) in the aggregate and that in no event shall Buyer be entitled to seek or obtain any other damages of any kind, including, without limitation, consequential, indirect or punitive damages.

Limitation of Seller’s Liability. No Notwithstanding any other provision set forth herein it is hereby agreed that any liability of Seller arising under this Agreement for any reason whatsoever shall be limited to Seller's equity interest in and to the Property, and any proceeds thereof. In addition, no shareholders, partners or members of Seller, nor any of its or their respective officers, directors, 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 Buyer hereby irrevocably waives for itself and anyone who may claim by, through or under Buyer any and all rights to xxx or recover on account of any such alleged personal liability. Notwithstanding anything set forth in this Agreement or Other Agreements to the contrary, Buyer agrees that Seller shall have no liability to Buyer for any breach of Seller’s 's covenants, agreements, representations or warranties hereunder or under any other agreement, document, certificate or instrument delivered by Seller to Buyer unless the valid claims for all such breaches collectively aggregate more than Twenty-Five Thousand and 00/100 Dollars ($25,000.00)50,000.00, in which event the full amount of such valid claims shall be actionable, up to the cap set forth in the following sentence. Further, Buyer agrees that any recovery against Seller for any breach of Seller’s 's covenants, agreements, representations and warranties hereunder or under any other agreement, document, certificate or instrument delivered by Seller to Buyer, or under any law applicable to the Property or this transaction, shall be limited to Buyer’s 's actual damages not in excess of Two Hundred Fifty Thousand and 00/100 Dollars ($250,000.00) 310,000.00 in the aggregate and that in no event shall Buyer be entitled to seek or obtain any other damages of any kind, including, without limitation, consequential, indirect or punitive damages.

Limitation of Seller’s Liability. No shareholders, partners or members of Seller, nor any of its or their respective officers, directors, 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 Buyer hereby waives for itself and anyone who may claim by, through or under Buyer any and all rights to xxx or recover on account of any such alleged personal liability. Notwithstanding anything set forth in this Agreement to the contrary, Buyer agrees that Seller shall have no liability to Buyer for any breach of Seller’s covenants, agreements, representations or warranties hereunder or under any other agreement, document, certificate or instrument delivered by Seller to Buyer unless the valid claims for all such breaches collectively aggregate more than Twenty-Five Thousand and 00/100 Dollars ($25,000.00), in which event the full amount of such valid claims shall be actionable, up to the cap set forth in the following sentence. Further, Buyer agrees that except for any damages arising as a result of a breach by Seller of any covenant or representation set forth in Section 13 hereof (as to which the limitations herein shall not apply) any recovery against Seller for any breach of Seller’s covenants, agreements, representations and warranties hereunder or under any other agreement, document, certificate or instrument delivered by Seller to Buyer, or under any law applicable to the Property or this transaction, shall be limited to Buyer’s actual damages not in excess of Two Four Hundred Fifty Sixty-Nine Thousand and 00/100 Dollars ($250,000.00469,000.00) in the aggregate and that in no event shall Buyer be entitled to seek or obtain any other damages of any kind, including, without limitation, consequential, indirect or punitive damages.

Limitation of Seller’s Liability. No shareholdersExcept as expressly set froth in this Agreement, partners the sale of the Note and the other Loan Documents shall be without recourse to Seller and Seller makes no representations concerning the Loan Documents and hereby disclaims all warranties of any kind or members nature whatsoever, whether expressed or implied. Purchaser acknowledges that this is an arm's-length transaction and that Purchaser is not relying upon any representation of any kind or nature made by Seller (or any other person or entity on behalf of Seller) in entering into and consummating the transactions contemplated under this Agreement other than those expressly set forth herein. No officer, nor any partner, affiliate, shareholder, director, agent or employee of its or their respective officers, directors, agents, employees, heirs, successors or assigns Seller shall have any personal liability of any kind or nature for or by reason of any matter or thing whatsoever underunder or in connection with, arising out of, or in any way related to this Agreement or the transactions provided for herein and Purchaser, its Affiliates and all persons claiming by, through or under Purchaser or its Affiliates, hereby waive any and all right to sue or recover on accounx xf any such personal liability, whether real or claimed. Notwithstanding anything contained herein to the contrary, Purchaser hereby agrees that the maximum aggregate liability of Seller in connection with, arising out of or in any way related to a breach by Seller under this Agreement and or any document or conveyance agreement in connection with the transactions contemplated herein, and Buyer transaction set forth herein after the Closing shall be $25,000. Purchaser hereby waives for itself and anyone who may claim by, through or under Buyer Purchaser any and all rights to xxx sue or recover on account of from Sellxx any such alleged personal liability. Notwithstanding anything set forth in this Agreement to the contrary, Buyer agrees that Seller shall have no liability to Buyer for any breach of Seller’s covenants, agreements, representations or warranties hereunder or under any other agreement, document, certificate or instrument delivered by Seller to Buyer unless the valid claims for all such breaches collectively aggregate more amount greater than Twenty-Five Thousand and 00/100 Dollars ($25,000.00), in which event the full amount of such valid claims shall be actionable, up to the cap set forth in the following sentence. Further, Buyer agrees that any recovery against Seller for any breach of Seller’s covenants, agreements, representations and warranties hereunder or under any other agreement, document, certificate or instrument delivered by Seller to Buyer, or under any law applicable to the Property or this transaction, shall be limited to Buyer’s actual damages not in excess of Two Hundred Fifty Thousand and 00/100 Dollars ($250,000.00) in the aggregate and that in no event shall Buyer be entitled to seek or obtain any other damages of any kind, including, without limitation, consequential, indirect or punitive damagessaid limit.

Limitation of Seller’s Liability. No Except as expressly set forth in the AEW Guaranty, Medicare/Medicaid Assignment, Interim Structure documents and Tarzana Interim Structure documents, with respect to the parties to such documents (as such capitalized terms are defined in this Agreement), no shareholders, partners or members of Sellerany Seller or Seller Indemnified Parties, nor any of its or their respective officers, directors, 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 Buyer for itself and all Buyer Indemnified Parties (with respect to their rights arising under this Agreement) hereby waives for itself and anyone who may claim by, through or under Buyer or any Buyer Indemnified Party any and all rights to xxx or recover on account of any such alleged personal liability. Except as expressly set forth in this Section 18.02, (i) no Seller hereunder shall have any liability to Buyer or any Buyer Indemnified Party for the action, inaction, breach or default of any other Seller hereunder, (ii) no Seller will have any liability to Buyer or any Buyer Indemnified Party for the breach of any representation or warranty by any other Seller, and (iii) no Seller shall have any liability to Buyer or any Buyer Indemnified Party for any matters related to or arising out of the Property of any other Seller or operations of any other Seller. Notwithstanding anything set forth in this Agreement to the contrary, Buyer for itself and all Buyer Indemnified Parties agrees that no Seller shall have no liability to Buyer or any Buyer Indemnified Party for any breach of Seller’s covenants, agreements, its representations or warranties hereunder or under any other agreement, document, certificate or instrument delivered by Seller it to Buyer or any Buyer Indemnified Party unless the valid claims for all breaches of such breaches Seller collectively aggregate more than Twenty-Five Fifty Thousand and 00/100 Dollars ($25,000.0050,000.00) ("Seller's Basket"), in which event the full amount of such valid claims shall be actionableactionable against it, up to the cap set forth in the following sentence. Further, Buyer for itself and all Buyer Indemnified Parties agrees that that, subject to the aggregating of certain Seller's Caps as set forth in the next sentence, any recovery against a Seller for any breach of Seller’s covenants, agreements, its representations and warranties hereunder or under any other agreement, document, certificate or instrument delivered by Seller it to Buyer or any Buyer, or under any law applicable to the Property or this transaction, shall be limited to Buyer’s actual damages not in excess of Two Hundred Fifty Thousand and 00/100 Dollars ($250,000.00) in the aggregate and that in no event shall Buyer be entitled to seek or obtain any other damages of any kind, including, without limitation, consequential, indirect or punitive damages.

Limitation of Seller’s Liability. No Notwithstanding any other provision set forth herein it is hereby agreed that any liability of Seller arising under this Agreement for any reason whatsoever shall be limited to Seller's equity interest in and to the Property, and any proceeds thereof. In addition, no shareholders, partners or members of Seller, nor any of its or their respective officers, directors, 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 Buyer hereby irrevocably waives for itself and anyone who may claim by, through or under Buyer any and all rights to xxx or recover on account of any such alleged personal liability. Notwithstanding anything set forth in this Agreement or Other Agreements to the contrary, Buyer agrees that Seller shall have no liability to Buyer for any breach of Seller’s 's covenants, agreements, representations or warranties hereunder or under any other agreement, document, certificate or instrument delivered by Seller to Buyer unless the valid claims for all such breaches collectively aggregate more than Twenty-Five Thousand and 00/100 Dollars ($25,000.00)50,000.00, in which event the full amount of such valid claims shall be actionable, up to the cap set forth in the following sentence. Further, Buyer agrees that any recovery against Seller for any breach of Seller’s 's covenants, agreements, representations and warranties hereunder or under any other agreement, document, certificate or instrument delivered by Seller to Buyer, or under any law applicable to the Property or this transaction, shall be limited to Buyer’s 's actual damages not in excess of Two Hundred Fifty Thousand and 00/100 Dollars ($250,000.00) 380,000.00 in the aggregate and that in no event shall Buyer be entitled to seek or obtain any other damages of any kind, including, without limitation, consequential, indirect or punitive damages.

Limitation of Seller’s Liability. No Except as otherwise provided in Section 15.10, no shareholders, partners or members of Seller, nor any of its or their respective officers, directors, 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 Buyer hereby waives for itself and anyone who may claim by, through or under Buyer any and all rights to xxx or recover on account of any such alleged personal liability. Notwithstanding anything set forth in this Agreement to the contrary, Buyer agrees that post-Closing Seller shall have no liability to Buyer for any breach of Seller’s covenants, agreements, representations or warranties hereunder or under any other agreement, document, certificate or instrument delivered by Seller to Buyer unless the valid claims for all such breaches collectively aggregate more than Twenty-Five Thousand and 00/100 Dollars ($25,000.00), in which event the full amount of such valid claims shall be actionable, up to the cap set forth in the following sentence. Further, Buyer agrees that any recovery against Seller for any breach of Seller’s covenants, agreements, representations and warranties hereunder or under any other agreement, document, certificate or instrument delivered by Seller to Buyer, or under any law applicable to the Property or this transaction, shall be limited to Buyer’s actual damages not in excess of Three Hundred Ninety-Two Thousand Five Hundred Fifty Thousand and 00/100 Dollars ($250,000.00392,500.00) in the aggregate and that in no event shall Buyer be entitled to seek or obtain any other damages of any kind, including, without limitation, consequential, indirect or punitive damages.

Limitation of Seller’s Liability. No shareholders, partners or members of Seller, any of the Selling Entities (except Seller as the stockholder of the Corporation) nor any of its or their respective officers, directors, 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 Buyer hereby waives for itself and anyone who may claim by, through or under Buyer any and all rights to xxx sue or recover on account of any such alleged personal liability. Notwithstanding anything set forth in this Agreement to the contrary, Buyer agrees that Seller the Selling Entities shall have no liability to Buyer for any breach of Seller’s 's covenants, agreements, representations or warranties hereunder or under any other agreement, document, certificate or instrument delivered by Seller to Buyer unless the valid claims for all such breaches collectively aggregate more than Twenty-Five Fifty Thousand and 00/100 No/100 Dollars ($25,000.0050,000), in which event the full amount of such valid claims shall be actionable, up to the cap set forth in the following sentence. Further, Buyer agrees that any recovery against Seller the Selling Entities for any breach of Seller’s covenants, agreements, representations and warranties hereunder or under any other agreement, document, certificate or instrument delivered by Seller the Selling Entities to Buyer, or under any law applicable to the Property or this transaction, shall be limited to Buyer’s 's actual damages not in excess of Two Four Hundred Fifty Thousand and 00/100 No/100 Dollars ($250,000.00450,000.00) in the aggregate and that in no event shall Buyer be entitled to seek or obtain any other damages of any kind, including, without limitation, consequential, indirect or punitive damages. The foregoing limitation of liability shall not apply in the case of fraud or intentional and material misrepresentation.