Common use of LIMITATIONS ON THE SELLERS’ LIABILITY Clause in Contracts

LIMITATIONS ON THE SELLERS’ LIABILITY. (a) Notwithstanding anything in this Agreement, the provisions in this Article VII shall operate to limit all liabilities of the Seller whatsoever under any and all claims (including Third Party Claims) for indemnification by the Purchasers under this Agreement (the “Indemnity Claims”). (b) No Indemnity Claims shall arise in respect of any Loss as contemplated above to the extent that liability for such breach occurs or is increased wholly or partly as a result of the passing of, or any change in, any Law, regulation or administrative practice not in effect at the First Payment Date whether with or without retrospective effect. (c) The Seller Warranties and the liability of the Seller under this Agreement shall be subject to and qualified by: (i) any matter or thing hereafter done or omitted to be done at the request in writing or with the approval in writing of the Purchasers or in accordance with the terms of this Agreement; (ii) any provisions on the limitation of the Seller’s liability as may at any time be agreed in writing by the Purchasers; and (iii) written disclosures made by the Seller on or before the Signing Date and accepted by the Purchasers. (d) The rights and remedies of the Purchasers under this Article VII are exclusive and in lieu of any and all other rights and remedies that the Purchasers may have under this Agreement or otherwise for monetary relief with respect to any breach of or failure by the Seller to perform any representation, warranty, or covenant set forth in this Agreement.