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 on Seller’s Liability. Seller’s maximum aggregate liability for Claims for breaches of representations and warranties under this Agreement is limited to Seller’s Maximum Liability set forth in Part VI of Appendix B; provided that the Seller’s Maximum Liability will not apply to any Claim based on (A) actual fraud or (B) any breach of the representations and warranties set forth in Sections 2.1, 2.2, 2.3, 2.5, 2.6, 2.9 and 2.11.
Limitation on Seller’s Liability. In addition to the limitation set forth in Section 16 below, in the event that Buyer has knowledge, through its Due Diligence Review or otherwise, that any of the representations or warranties made by Seller under this Agreement were not true or correct when made or that Seller has breached a covenant hereunder, and if Buyer nevertheless closes the transaction contemplated by this Agreement, then Buyer shall be deemed to have waived any such representation and warranty or covenant breach (as applicable) and shall have no further claim against Seller with respect thereto.
Limitation on Seller’s Liability. Without limiting any other disclaimer or release of Seller liability under this Agreement, Buyer agrees that Seller shall not have any liability, obligation, or responsibility of any kind with respect to any of the matters described in Paragraph 10 of the Inspection Agreement.
Limitation on Seller’s Liability. Buyer represents and covenants that Seller shall not have any liability, obligation or responsibility of any kind with respect to the following:
Limitation on Seller’s Liability. Notwithstanding any other provision of this Article 5 to the contrary, (a) Seller shall not have any indemnification obligations for claims under Section 5.1 unless and until the aggregate amount of such claims exceeds $30,000 (provided that, once the amount of such claims exceeds $30,000, Seller shall pay damages from the first dollar of damages) and (b) in no event shall Seller’s aggregate liability for claims under Section 5.1 of this Agreement exceed $500,010.00; provided, however, that the limitations on liability set forth in this Section 5.2 shall not apply to any loss or liability arising from any breach of any of Seller’s Warranties, or to Seller’s obligations with respect to re-prorations under Section 3.2, which liability and obligations shall not be credited against the foregoing cap. The provisions of this Article 5 shall be the sole and exclusive remedy of Buyer with respect to matters which are subject to indemnification by Seller under Section 5.1 of this Agreement, all other remedies with respect to such matters being hereby waived.
Limitation on Seller’s Liability. Seller’s maximum aggregate liability for Claims for breaches of representations and warranties under this Agreement with respect to an Acquisition is limited to Seller’s Maximum Liability set forth in Part VI of Section A of the applicable Appendix for such Acquisition; provided that the Seller’s Maximum Liability will not apply to any Claim based on (A) actual fraud or willful misrepresentation with respect to such Acquisition, (B) any breach of the representations and warranties set forth in Sections 2.1, 2.2, 2.3, 2.5, 2.6, 2.9, 2.11 and 2.18 (solely with respect to the Indebtedness of the Project Company relating to such Acquisition) or (C) for the avoidance of doubt, Covered Taxes.
Limitation on Seller’s Liability. Except, and to the extent of, Seller's express representations and warranties as set forth in this Agreement, Seller shall not have any liability, obligation or responsibility of any kind with respect to the following:
Limitation on Seller’s Liability. Except as expressly provided herein regarding the remedy of specific performance, the liability of Seller to Buyer for any and all breaches by Seller of any or all representations, warranties and covenants set forth herein shall be limited to actual damages (Buyer hereby waiving and relinquishing all right to seek other damages, whether punitive, consequential, or otherwise). Buyer agrees to first seek recovery under any insurance policies, service contracts and Leases prior to seeking recovery from Seller, and Seller shall not be liable to Buyer if Buyer’s claim is satisfied from such insurance policies, service contracts or Leases.
Limitation on Seller’s Liability. Seller’s maximum aggregate liability for Claims for breaches of representations and warranties under this Agreement shall not exceed the Cap; provided that Seller’s liability for any Claim based on (A) actual fraud or (B) any breach of the representations and warranties set forth in Sections 3.1, 3.2, 3.3, 3.4, and 3.6, shall not be subject to the Cap.
