Benefit of Warranties and indemnities Sample Clauses

Benefit of Warranties and indemnities. The Recipient’s rights to make a Warranty Claim or other Claim in connection with this Agreement are personal to the Recipient and may not be assigned to any other person. Limitations on liability Limitation of APIDT’s liability to Recipient. APIDT’s liability to the Recipient for any and all Claims arising under or in relation to this Agreement, the RFT, the transfer of the Address Rights in respect of the Transfer Addresses and the failure of any transfer for any reason is limited to: the amount of the Tender Price received by APIDT from the Recipient; and the value of the cash and cash like assets held by the APIDT as part of the assets of the Trust, as at the date APIDT’s liability to the Recipient is finally determined. Without limitation to the generality of clause 8.1.1, APIDT is not liable to the Recipient for any Consequential Loss. Time limits Without limitation to clause 8.1: APIDT is not liable for a Claim specified below unless the Recipient gives APIDT a Claim Notice on or before the corresponding date below. Type of Claim Latest date that the Recipient may give Claim Notice Warranty Claim 6 months after the Completion Date. All other Claims 12 months after the Completion Date. After Completion, if the Recipient becomes aware of any fact, event, matter, circumstance or information that could reasonably result in the Recipient making a Claim against APIDT under this Agreement, the Recipient must use reasonable endeavours to give APIDT a Claim Notice within 20 Business Days after it becomes aware of it. Withdrawal of Warranty Claim APIDT is not liable for a Warranty Claim, and the Warranty Claim is taken to be withdrawn, unless one of the events described below occurs: that Warranty Claim is satisfied or settled within 3 months after the Recipient gives a notice under clause 8.2; or the Recipient serves legal proceedings against APIDT for that Warranty Claim within 3 months after the date that the Recipient gives a Claim Notice. Quantum limits The Recipient must not make, and APIDT is not liable to pay any Claim: for less than the individual threshold amount of 5% of the Tender Price or $100,000, whichever is the greater; and unless the aggregate amount of all Claims is or exceeds $200,000, in which case the Recipient may only claim the amount in excess of $100,000. (each a Qualifying Claim). For the purpose of clause 8.4.1: multiple Claims arising out of separate Warranty Events will not be treated as one Claim, even if each Warranty Event may...
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Benefit of Warranties and indemnities. The parties acknowledge that the Buyer's Group may wish to sell members or assets of the Company Group (including shares in Associated Companies) following Completion. Notwithstanding anything to the contrary in this agreement:
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Benefit of Warranties and indemnities. The Recipient’s rights to make a Warranty Claim or other Claim in connection with this Agreement are personal to the Recipient and may not be assigned to any other person.
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Related to Benefit of Warranties and indemnities

  • WARRANTIES AND INDEMNITIES It is agreed that:

  • NEGATION OF WARRANTIES AND INDEMNIFICATION 12.01 PHS offers no warranties other than those specified in Article 1.

  • Warranties and Indemnification Employee warrants that he is not a party to any contract, restrictive covenant, or other agreement purporting to limit or otherwise adversely affecting his ability to secure employment with any third party. Alternatively, should any such agreement exist, Employee warrants that the contemplated services to be performed hereunder will not violate the terms and conditions of any such agreement. In either event, Employee agrees to fully indemnify and hold the Company harmless from any and all claims arising from, or involving the enforcement of, any such restrictive covenants or other agreements.

  • Representations Warranties and Indemnities You represent and warrant to Prime Publishing and its Affiliates that (a) you have the right, power, and authority necessary to enter into this Agreement, to fully perform your obligations hereunder, and to grant the licenses set forth in Paragraphs 3 and 5 above, (b) you will comply fully with all terms of this Agreement, (c) the Materials submitted to Prime Publishing by you, and Prime Publishing's and its Affiliates' exercise of their rights hereunder, do not and will not violate, misappropriate or infringe any intellectual property right, including but not limited to trademark rights, copyrights, moral rights and publicity rights of any third party, (d) you possess all rights necessary for the reproduction, distribution, transmission, public performance, public display, and other exploitation of the Materials by Prime Publishing and its Affiliates as permitted hereunder, (e) the Materials are not pornographic, obscene, libelous, defamatory, tortious, or otherwise unlawful, and (f) all factual statements submitted by you are accurate and not misleading. You agree to indemnify, defend, and hold Prime Publishing and its Affiliates harmless from all claims, liabilities, damages, and expenses (including, without limitation, reasonable attorneys' fees and expenses) arising from your breach of any representation or warranty set forth in this paragraph. 8)

  • Survival of Representations, Warranties and Indemnities The respective agreements, representations, warranties, and indemnities contained in this Agreement will remain in full force and effect regardless of any investigation made by or on behalf of you, any Underwriter or the Company, or any of your or their respective officers or directors or controlling persons, and will survive delivery of and payment for the Securities and the Unit Purchase Option.

  • Representations Warranties and Indemnification You represent and warrant that: (i) You own or control all rights necessary to make the grant of rights, licenses, and permissions listed in Section 2, and that the exercise of such rights, licenses, and permissions shall not violate or infringe the rights of any third party, and (ii) any use of the Custom Codes shall be in accordance with the terms of this Exhibit C and shall not infringe any third party rights or violate any applicable laws, directives, rules, and regulations of any governmental authority in the Territory or anywhere else in the world. You agree to indemnify and hold Apple, its subsidiaries and affiliates (and their respective directors, officers, and employees) harmless from all losses, liabilities, damages, or expenses (including reasonable attorneys’ fees and costs) resulting from any claims, demands, actions, or other proceedings arising from a breach of the representations and warranties set for h in this Section, or a breach of any other term of the Agreement and this Schedule 1.

  • Survival of Warranties and Agreements All representations and warranties made herein and all obligations of the Borrower in respect of taxes, indemnification and expense reimbursement shall survive the execution and delivery of this Agreement and the other Loan Documents, the making and repayment of the Loans, the issuance and discharge of Letters of Credit hereunder and the termination of this Agreement and shall not be limited in any way by the passage of time or occurrence of any event and shall expressly cover time periods when the Administrative Agent, any of the other Agents or any of the other Lenders may have come into possession or control of any Property of the Borrower or any of its Subsidiaries.

  • Survival of Representations and Warranties and Indemnification The representations and warranties of the Company set forth in Section 3 of this Agreement shall survive the execution and delivery of the Preferred Stock. The indemnification obligations of the Company as set forth in the indemnification rider identified as Exhibit B ("Indemnification Rider") to the February 4, 1998 engagement letter between the Company and the Placement Agent, as same shall be supplemented and/or amended, is hereby incorporated herein by reference in its entirety as if more fully set forth herein and the provisions of the Indemnification Rider shall apply and be applicable to, among other things, all representations and warranties of the Company.

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