Limitation on the Buyer’s Liability. Notwithstanding anything to the contrary set forth herein, the Buyer shall not be liable for any Loss to any Person, including any Seller, for any action taken or not taken by the Representative or for any act or omission taken or not taken in reliance upon the actions taken or not taken or decisions, communications or writings made, given or executed by the Representative, including any failure of the Representative to distribute, or to distribute or sub divide in the correct amounts, any payments made to the Representative by the Buyer for distribution to any Seller, among the Sellers or any other Person; it being understood that once the Buyer has made such a payment to the Representative for distribution to any Seller, among the Sellers or to such other Person, such payment shall constitute a complete discharge of the relevant payment obligation of the Buyer.
Appears in 2 contracts
Sources: Purchase and Sale Agreement, Purchase and Sale Agreement (Evercore Partners Inc.)
Limitation on the Buyer’s Liability. Notwithstanding anything to the contrary set forth herein, the Buyer shall not be liable for any Loss to any Person, including any SellerSeller or Sosnoff, for any action taken or not taken by the Representative or for any act or omission taken or not taken in reliance upon the actions taken or not taken or decisions, communications or writings made, given or executed by the Representative, including any failure of the Representative to distribute, or to distribute or sub divide in the correct amounts, any payments made to the Representative by the Buyer for distribution to any SellerSeller or Sosnoff, among the Sellers Sellers, Sosnoff or any other Person; it being understood that that once the Buyer has made such a payment to the Representative for distribution to any Seller, among the Sellers Sellers, Sosnoff or to such other Person, such payment shall constitute a complete discharge of the relevant payment obligation of the Buyer.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Evercore Partners Inc.)