Limitation on Seller’s Liability Sample Clauses
The Limitation on Seller’s Liability clause sets a cap on the amount or types of damages the seller may be held responsible for under the agreement. Typically, this clause restricts the seller’s liability to a specific dollar amount, a percentage of the purchase price, or excludes certain types of damages such as consequential or punitive damages. By doing so, it provides the seller with predictability and protection against excessive or unforeseen claims, ensuring that their financial exposure is limited and manageable in the event of a dispute.
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Limitation on Seller’s Liability. (a) (maximum aggregate liability) The maximum aggregate liability of the Seller for any and all Claims together will be limited to, and will in no event exceed, the amount that is equal to:
(i) 100% of the Purchase Price in respect of a breach by the Seller of any of the Material Warranties; and
(ii) 25% of the Purchase Price in all other cases, provided that the maximum aggregate liability of the Seller in respect of all Claims cannot exceed 100% of the Purchase Price.
(b) (deferred consideration) the obligation of the Seller to pay any amount in relation to a Claim which is otherwise payable under this agreement:
(i) if the Claim is in relation to a breach of Material Warranty, which would result in the aggregate amount paid under all Claims in relation to this Agreement which has been paid by the Seller exceeding the aggregate of the Purchase Price (Completion Payment) and the amount of the Purchase Price (Deferred Payment) which has been paid to or for the benefit of the Seller in accordance with this agreement or the Joint Venture Agreement (or both); or
(ii) if the Claim is not in relation to a breach of Material Warranty, which would result in the aggregate amount paid under all Claims in relation to this Agreement which has been paid by the Seller exceeding 25% of the aggregate of the Purchase Price (Completion Payment) and the amount of the Purchase Price (Deferred Payment) which has been paid to or for the benefit of the Seller in accordance with this agreement or the Joint Venture Agreement (or both), then, to the extent it so exceeds the relevant aggregate amount noted above, is deferred until further payments by the Buyer of any or all the Purchase Price (Deferred Payment), upon which the amount deferred under this clause is payable (to the extent that it does not then exceed the applicable thresholds in this clause 15.2(b).
(c) (thresholds) The Seller will not have any liability in respect of any Claim unless the amount of the Claim:
(i) exceeds A$2 million; and
(ii) when aggregated with the amount of any other Claims finally agreed or adjudicated to be payable in respect of the Claims, exceeds the sum of A$10 million, in which case the Seller is liable for the full amount of those Claims and not just the portion in excess of A$10 million.
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. (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.
(b) The provisions of this Section 13.5 shall survive all Closings hereunder or sooner termination of this Agreement.
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. Buyer represents and -------------------------------- covenants that Seller shall not have any liability, obligation or responsibility of any kind with respect to the following:
(i) The content or accuracy of any report, study, opinion or conclusion of any soils, toxic, environmental or other engineer or other person or entity who has examined the Property or any aspect thereof;
(ii) The content or accuracy of any information released to Buyer by an engineer or planner in connection with the development of the Property;
(iii) The availability of building or other permits or approvals for the Property by any state or local governmental bodies with jurisdiction over the Property;
(iv) Any of the items delivered to Buyer pursuant to Buyer's review of the condition of the Property; and
(v) The content or accuracy of any other development or construction cost, projection, financial or marketing analysis or other information given to Buyer by Seller or reviewed by Buyer with respect to the Property.
Limitation on Seller’s Liability. Seller shall have no liability to Purchaser for a breach of any representation or warranty unless the valid claims for all such breaches collectively aggregate more than $100,000 (the “Floor”), in which event the full amount of such valid claims shall be actionable, up to a maximum of $500,000 (the “Cap”).
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. 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. 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:
(i) The content or accuracy of any document and material including any report, study, opinion or conclusion of any soils, toxic, environmental or other engineer or other person or entity who has examined the Property or any aspect thereof;
(ii) The content or accuracy of any information released to Buyer by an engineer or planner in connection with the development of the Property;
(iii) The availability of building or other permits or approvals for the Property by any state or local governmental bodies with jurisdiction over the Property;
(iv) Any of the items delivered to Buyer pursuant to Buyer's review of the condition of the Property; and
(v) The content or accuracy of any other developmental or construction cost, projection, financial or marketing analysis or other information given to Buyer by Seller or reviewed by Buyer with respect to the Property.