SCOPE AND NATURE OF THE SELLERS’ LIABILITY Clause Samples

The "Scope and Nature of the Sellers’ Liability" clause defines the extent and limitations of the sellers’ responsibility for claims, losses, or damages arising from the transaction. It typically outlines what types of liabilities the sellers are accountable for, such as breaches of representations or warranties, and may specify exclusions, caps, or time limits on liability. By clearly delineating these boundaries, the clause helps allocate risk between the parties and provides certainty regarding the sellers’ obligations after the sale.
SCOPE AND NATURE OF THE SELLERS’ LIABILITY. 6.1 The Seller hereby undertakes to compensate the Buyer for any effective damage the Buyer or the Companies of the Matchmind Group may suffer as a result of: 6.1.1 a breach, inaccuracy (including any inaccuracy caused by an omission) or falsehood concerning any of the Statements and Guaranties; or 6.1.2 a breach of any other obligations, undertakings or agreements set forth herein. 6.2 The Seller’s liability shall be solely governed by the terms and conditions laid down herein, expressly waiving the rights and actions set forth in the Civil Code (Código Civil), the Commercial Code (Código Comercial) and in any law that may apply for these purposes as regards the Sellers’ obligations arising from this Agreement and, in particular, the entitlement to terminate this Agreement as set forth in Article 1,124 of the Civil Code, along with the entitlement to claim redress for hidden faults and for warranty of title, which are hereby waived through the Parties’ mutual agreement for the purposes set forth in Article 1,475, paragraph three of the Civil Code.
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SCOPE AND NATURE OF THE SELLERS’ LIABILITY. 7.1 The Sellers hereby undertake to compensate the Buyer for any effective real damages it, the Holding Companies or the Matchmind Group Companies may suffer as a result of: 7.1.1 a breach, inaccuracy (including any inaccuracy caused by an omission) or falsehood concerning any of the Statements and Guarantees; 7.1.2 a breach of any other obligations, commitments or agreements set forth herein, expressly including the obligations having to do with the Price adjustment mechanism governed by Clauses 2.3 and 2.4 contained herein; or 7.1.3 any kind of hidden faults or contingencies that may appear in the Holding Companies or in the Matchmind Group Companies arising from any actions or omissions prior to the Date of Execution. Any damages arising from any of the circumstances set forth in Clauses 7.1.1, 7.1.2 and 7.1.3 shall hereinafter be jointly referred to as “Indemnifiable Damages.” For the purposes of this Agreement, any kind of loss, damage, prejudice, charge, liability, handicap, penalty, surcharge, interest or cost (including the cost and fees of lawyers, procurators, notaries, auditors, accountants, experts and other kinds of professionals) shall be construed as Indemnifiable Damages once the amounts for the items set out below have been subtracted, as appropriate:
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SCOPE AND NATURE OF THE SELLERS’ LIABILITY. 6.1 The Sellers hereby undertake to compensate the Buyer for any effective damage the Buyer or the Companies of the Matchmind Group may suffer as a result of: 6.1.1 a breach, inaccuracy (including any inaccuracy caused by an omission) or falsehood concerning any of the Statements and Guaranties; 6.1.2 a breach of any other obligations, undertakings or agreements set forth herein; or 6.1.3 any hidden defects or contingencies that may appear in the Companies of the Matchmind Group arising for the aforementioned actions or omissions prior to the execution of this Agreement, apart from any that the Buyer may have effectively been aware of in its capacity as a partner of the Companies of the Matchmind Group with representation in their boards of directors. Any damages arising from any of the circumstances set forth in Clauses 6.1.1, 6.1.2 and 6.1.3 shall hereinafter be jointly referred to as “Indemnifiable Damages.” For the purposes of this Agreement, any kind of loss, damage, prejudice, charge, liability, handicap, penalty, surcharge, interest or cost (including the cost and fees of lawyers, procurators, notaries, auditors, accountants, experts and other kinds of professionals) shall be construed as Indemnifiable Damages once the amounts for the items set out below have been subtracted, as appropriate: (a) Any amount charged by the Companies of the Matchmind Group to any insurance company as compensation from insurance policies that are in effect taken out by the aforementioned companies that insure the Indemnifiable Damages in question. (b) Any amount up to which the Indemnifiable Damages would have been covered by insurance if the Buyer or the insured company had not reduced, for reasons imputable to them and which the Sellers can thus prove, the scope and quantitative limits of the coverage of the insurance policies of the Company of the Matchmind Group suffering the Indemnifiable Damages after the Date of Execution of this Agreement. (c) The amount of any tax benefits the Companies of the Matchmind Group or the Buyer may obtain in future years’ corporation tax as a consequence of the effective deduction of the amount of the damages suffered or of the damages suffered by the Buyer, or any other kind of tax benefit that may apply to any other kind of tax of the Companies the Matchmind Group or the Buyer for the damages suffered by the Companies of the Matchmind Group or the Buyer. For these purposes, the possible tax benefit shall be calculated by taking int...
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SCOPE AND NATURE OF THE SELLERS’ LIABILITY. 5.1 The Seller’s liability for any possible effective and real damages suffered by the Buyer or by the Holding Company arising from this Agreement shall be limited to the liability undertaken by the Seller in the Galian 2001 and GD 21 Purchase and Sale Agreement.
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Related to SCOPE AND NATURE OF THE SELLERS’ LIABILITY

  • Seller’s Liability THE COMPANY’S TOTAL LIABILITY TO THE CUSTOMER IN CONTRACT, TORT (INCLUDING CLAIMS FOR NEGLIGENCE OR BREACH OF STATUTORY DUTY) MISREPRESENTATION, RESTITUTION OR OTHERWISE ARISING IN CONNECTION WITH THE PERFORMANCE OR CONTEMPLATED PERFORMANCE OF THE CONTRACT SHALL IN ALL CIRCUMSTANCES BE LIMITED TO THE GREATER OF (i) US$5,000 OR (ii) THE CONSIDERATION FOR THE SERVICES PAYABLE EACH CALENDAR YEAR UNDER THE CONTRACT THAT ARE SUBJECT TO THE CLAIM. UNDER NO CIRCUMSTANCE SHALL COMPANY’S LIABILITY EVER EXCEED ITS PROPORTIONATE SHARE WHERE MORE THAN ONE PARTY HAS LIABILITY. Save in the case of fraud or fraudulent concealment by the Seller, the Seller shall be under no liability in respect of any claim under the Contract and any such claim shall be wholly barred and unenforceable unless: (i) the Buyer notifies the Seller in detail and in writing of the alleged basis for the claim within two (2) months of the Buyer becoming aware thereof and within one year after the completion of the Services to which the claim relates; and (ii) the Seller is permitted to inspect any and all property with respect to which the Services are claimed to have been defective or to which ▇▇▇▇▇’s claim otherwise relates. The Buyer acknowledges that the above provisions of this Section 10 are reasonable and reflected in the price which would be higher without those provisions and the Buyer will accept such risk and/or insure accordingly. Nothing in these Terms and Conditions limits or excludes the liability of the Seller for: (x) death or personal injury to the extent resulting from the Seller’s negligence; or (y) liability incurred by the Buyer to the extent resulting from fraud or fraudulent misrepresentation by the Seller; or (z) any other matter which may not be limited or excluded by law to the extent arising out of the errors or omissions of Seller.

  • Vendor’s Resellers as Related to This Agreement

  • Limitation of Seller's Liability This paragraph limits the liability of the seller. This is a usual provision, but flexible, ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ . ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ , ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ .

  • Business Auto Liability Coverage shall be provided for all owned hired, and non-owned vehicles. Required Limit: $1,000,000 combined single limit each accident.

  • Vendor’s Resellers as Related to This Agreement Vendor’s Named Resellers (“Resellers”) under this Agreement shall comply with all terms and conditions of this agreement and all addenda or incorporated documents. All actions related to sales by Authorized Vendor’s Resellers under this Agreement are the responsibility of the awarded Vendor. If Resellers fail to report sales to TIPS under your Agreement, the awarded Vendor is responsible for their contractual failures and shall be billed for the fees. The awarded Vendor may then recover the fees from their named reseller. If there is a dispute between the awarded Vendor and TIPS Member, TIPS or its representatives may, at TIPS sole discretion, assist in conflict resolution if requested by either party. TIPS, or its representatives, reserves the right to inspect any project and audit the awarded Vendor’s TIPS project files, documentation and correspondence related to the requesting TIPS Member’s order. If there are confidentiality requirements by either party, TIPS shall comply to the extent permitted by law. The TIPS Solicitation which resulted in this Vendor Agreement, whether a Request for Proposals, the Request for Competitive Sealed Proposals or Request for Qualifications solicitation, or other, the Vendor’s response to same and all associated documents and forms made part of the solicitation process, including any addenda, are hereby incorporated by reference into this Agreement as if copied verbatim. THE SECTON HEADERS OR TITLES WITHIN THIS DOCUMENT ARE MERELY GUIDES FOR CONVENIENCE AND ARE NOT FOR CLASSIFICATION OR LIMITING OF THE RESPONSIBILITES OF THE PARTIES TO THIS DOCUMENT. Texas governmental entities are prohibited from doing business with companies that fail to certify to this condition as required by Texas Government Code Sec. 2270. By executing this agreement, you certify that you are authorized to bind the undersigned Vendor and that your company (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. You certify that your company is not listed on and does not and will not do business with companies that are on the Texas Comptroller of Public Accounts list of Designated Foreign Terrorists Organizations per Texas Gov't Code 2270.0153 found at ▇▇▇▇▇://▇▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇.▇▇▇/purchasing/docs/foreign-terrorist.pdf You certify that if the certified statements above become untrue at any time during the life of this Agreement that the Vendor will notify TIPS within three (3) business day of the change by a letter on Vendor’s letterhead from and signed by an authorized representative of the Vendor stating the non-compliance decision and the TIPS Agreement number and description at: Attention: General Counsel ESC Region 8/The Interlocal Purchasing System (TIPS) ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇,▇▇▇▇▇ And by an email sent to ▇▇▇▇@▇▇▇▇-▇▇▇.▇▇▇ The undersigned Vendor agrees to maintain the below minimum insurance requirements for TIPS Contract Holders: When the Vendor or its subcontractors are liable for any damages or claims, the Vendor’s policy, when the Vendor is responsible for the claim, must be primary over any other valid and collectible insurance carried by the Member. Any immunity available to TIPS or TIPS Members shall not be used as a defense by the contractor's insurance policy. The coverages and limits are to be considered minimum requirements and in no way limit the liability of the Vendor(s). Insurance shall be written by a carrier with an A-; VII or better rating in accordance with current A.M. Best Key Rating Guide. Only deductibles applicable to property damage are acceptable, unless proof of retention funds to cover said deductibles is provided. "Claims made" policies will not be accepted. Vendor’s required minimum coverage shall not be suspended, voided, cancelled, non-renewed or reduced in coverage or in limits unless replaced by a policy that provides the minimum required coverage except after thirty (30) days prior written notice by certified mail, return receipt requested has been given to TIPS or the TIPS Member if a project or pending delivery of an order is ongoing. Upon request, certified copies of all insurance policies shall be furnished to the TIPS or the TIPS Member. • Orders: All Vendor orders received from TIPS Members must be emailed to TIPS at tipspo@tips- ▇▇▇.▇▇▇. Should a TIPS Member send an order directly to the Vendor, it is the Vendor’s responsibility to forward a copy of the order to TIPS at the email above within 3 business days and confirm its receipt with TIPS. • Vendor Encouraging Members to bypass TIPS agreement: Encouraging TIPS Members to purchase directly from the Vendor or through another agreement, when the Member has requested using the TIPS cooperative Agreement or price, and thereby bypassing the TIPS Agreement is a violation of the terms and conditions of this Agreement and will result in removal of the Vendor from the TIPS Program. • Order Confirmation: All TIPS Member Agreement orders are approved daily by TIPS and sent to the Vendor. The Vendor should confirm receipt of orders to the TIPS Member (customer) within 3 business days. • Vendor custom website for TIPS: If Vendor is hosting a custom TIPS website, updated pricing when effective. TIPS shall be notified when prices change in accordance with the award.