Sole Liability. This Article 27 states the Seller’s entire liability for indemnification for any infringement or violation of the Intellectual Property with respect to the Equipment and Services.
Sole Liability. Either Party's (and its suppliers') obligations and liability under this Article and this Agreement shall be either Party's sole obligations and liability to the other Party and any third party and the Party's exclusive remedy, and the other Party shall have no other liability whatsoever.
Sole Liability. THIS SECTION 8.4 IS IN LIEU OF ALL OTHER EXPRESS, IMPLIED OR STATUTORY WARRANTIES AGAINST INFRINGEMENT AND WILL BE THE SOLE AND EXCLUSIVE REMEDY FOR INTELLECTUAL PROPERTY INFRINGEMENT OF ANY KIND.
Sole Liability. LTS CORP shall be solely liable for any violations of Section 13 of this Agreement by its employees and LTS CORP also assumes full responsibility for any violations of Section 13 by employees of LTS AG. CYGNUS shall be solely liable for any violations of Section 13 of this Agreement by its employees.
Sole Liability. The Eurex Entities shall each be jointly and severally liable to Ceres and CBOT solely for damages arising from their own intentional misconduct or gross negligence. Under no circumstances shall the Eurex Entities be liable to Ceres or CBOT jointly and severally (gesamtschuldnerisch) with DBS (i) for the performance of, or DBS' or its subcontractors' failure to perform, any of DBS' obligations pursuant to this Agreement, or (ii) any conduct (Section 12.1) of, or breach of contract (Section 12.2) by, or warranties or convenants of, DBS or any of its subcontractors.
Sole Liability. The obligations of each of the parties under this Agreement are sole, and are not joint or solidary with the obligations of any other party to this Agreement unless expressly specified otherwise.
Sole Liability. The Seller hereby acknowledges and agrees that, effective upon the Closing Date, it shall be solely liable for any Losses (as such term is defined in the Original Share Purchase Agreement) arising out of (a) any inaccuracy in or breach of the representations or warranties made by the Seller or the Company in Article 2 of the Original Share Purchase Agreement or in any certificate delivered by or on behalf of the Seller or the Company pursuant to the Original Share Purchase Agreement, in each case, as of the date of the Original Share Purchase Agreement and as of the closing date thereunder, or (b) any breach of agreements or covenants made by the Seller or the Company in the Original Share Purchase Agreement, in each case, in accordance with the terms of the Original Share Purchase Agreement, and that the Company shall not be liable for any such Losses. For the avoidance of doubt, the Losses in the preceding sentence shall be in respect of 100% of share capital of the Company and not limited to the New Shares (as such term is defined in the Original Share Purchase Agreement) issued to the Purchaser thereunder but shall remain subject to all other limitations, including survival periods, as set forth in the Original Share Purchase Agreement, provided that, notwithstanding anything to the contrary in the Original Share Purchase Agreement, the aggregate amount of Losses for which the Seller is obligated to indemnify thereunder (other than Losses in connection with any breach of representations and warranties of the Seller and the Company contained in Sections 2.1, 2.2, 2.3, 2.4, 2.15, 2.20, or 2.21 thereof) shall not exceed US$25,000,000, and the Losses in connection with any breach of representations and warranties made by the Seller and the Company in Sections 2.15, 2.20 and 2.21 thereof shall not exceed US$70,000,000. The Seller hereby further acknowledges that it shall be solely liable for all obligations set forth in the Original Share Purchase Agreement as joint and several obligations of the Seller and the Company, and that the Company shall not be liable for any such obligations. The Purchaser hereby acknowledges that as of the date hereof it is not and has not been aware of any inaccuracy in or breach of the representations or warranties made by the Seller or the Company in the Original Share Purchase Agreement.
Sole Liability. Except to the extent set forth in Section 5, this section states the Indemnifying Party’s sole liability for intellectual property infringement for which the Indemnifying Party is responsible hereunder. If there is a conflict between Section 5.2.1.2 and this Section 9.3., Section 5.2.1.2 shall govern. Page 22 of 22 Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by American Superconductor Corporation 9.4.
Sole Liability. Escrow Agent assumes no liability under this Agreement except that of a stake holder. If there is any dispute as to whether Escrow Agent is obligated to deliver the Deposit, or as to whom that Deposit is to be delivered, Escrow Agent will not be obligated to make any delivery thereof, but in such event shall hold the Deposit until receipt by Escrow Agent of any authorization in writing signed by all of the persons having any interest in such dispute, directing the disposition thereof, or in the absence of such authorization, Escrow Agent shall hold the Deposit until the final determination of the rights of the parties in an appropriate proceeding. If such written authorization is not given, or proceedings for such determination are not begun and diligently continued, Escrow Agent may, but is not required to, bring an appropriate action or proceeding for leave to deposit the Deposit into the Registry of Court pending such determination. In making delivery of the Deposit in the manner provided for in this Agreement, Escrow Agent shall have no further liability in the matter. Escrow Agent shall not be liable for loss of the Deposit due to the failure of any financial institution in which the Deposit is placed so long as Escrow Agent places the Deposit in a federally insured financial institution acceptable to Purchaser and Seller in their sole discretion.
Sole Liability. Escrow Agent assumes no liability under this Agreement except that of a stakeholder. If there is any dispute as to whether Escrow Agent is obligated to deliver the escrow monies, or as to whom that sum is to be delivered, Escrow Agent shall not be obligated to make any delivery of the sum, but in such event may hold the sum until receipt by Escrow Agent of an authorization in writing signed by all the persons having an interest in such dispute, directing the disposition of the sum, or in the absence of such determination of the rights of the parties in an appropriate proceeding. If such written authorization is not given, or if proceedings for such determination are not begun and diligently continued, Escrow Agent may, but is not required to , bring an appropriate action or proceeding to deliver the Deposit to the registry of court of competent jurisdiction pending such determination. Upon making delivery of the monies in the manner provided for in this Agreement, Escrow Agent shall have no further liability in this matter.
