Buyer's Claims. The Seller shall indemnify and hold harmless Buyer, its successors and assigns, and their respective officers, directors, employees, shareholders, agents, and affiliates against any and all damages, claims, losses, liabilities, and expenses actually incurred by Buyer, including, without limitation, legal, accounting, and other expenses, which may arise out of any breach of any of the representations or warranties made in this Agreement by the Sellers (hereinafter referred to as a "Claim" or "Claims").
Buyer's Claims. No claim of Customer related to an alleged failure by UTC Power to meet any requirement of this Contract shall be valid unless, prior to Customer incurring any cost related to such claim, Customer notifies UTC Power in writing, in detail of such alleged failure and Customer then allows UTC Power a reasonable time to correct any such failure verified by UTC Power. Any suits arising from the performance or nonperformance of UTC Power, whether based upon contract, negligence, strict liability or otherwise, shall be brought within one (1) year from the date the claim arose.
Buyer's Claims. The Seller shall indemnify and hold harmless Buyer, its successors and assigns, and their respective officers, directors, employees, shareholders, agents, and affiliates against any and all damages, claims, losses, liabilities, and expenses actually incurred by Buyer, including, without limitation, legal, accounting, and other expenses, which may arise out of any breach of any of the representations or warranties made in this Agreement by the Sellers (hereinafter referred to as a "Claim" or "Claims"). Buyer and the Company will indemnify Seller pursuant to the provisions of their Bylaws and applicable law. Such indemnification obligation shall survive the Closing.
Buyer's Claims. BUYER shall notify UTCP of any claim of BUYER related to any alleged failure by UTCP to meet any requirement of this Agreement. The notice shall be in writing, detail of the alleged failure or failures and allow UTCP a reasonable time to correct any such failure or failures.
Buyer's Claims. Buyer must give Seller written notice of any failure of the Products to comply with the warranty within 5 days after Buyer identifies any non-compliance; provided that notwithstanding when Buyer identifies such non-compliance, Buyer must notify Seller in writing of any non-compliance no later than 90 days after delivery of the Products. The notice must specify the basis of Xxxxx’s claim in detail and identify the Products at issue. Seller shall have a reasonable opportunity to inspect the Products at issue and a reasonable time to cure any nonconformity. Buyer shall allow Seller access to the Products on Buyer’s premises to inspect, or replace the Products, and shall return the Products to Seller, freight and insurance prepaid, at Seller’s request, for inspection, or replacement. Buyer shall not ship Products to Seller without first obtaining Seller’s approval and instructions. Buyer shall keep all Products subject to a claim segregated until Seller has completed its inspection or has given Buyer written notice with respect to the particular Products that Buyer does not need to continue to segregate those Products. For any Products that Seller determines do not conform to the warranty, Buyer’s sole and exclusive remedy shall be for Seller, at its sole discretion, to replace the non-conforming Product (subject to availability) or refund the amount of the purchase price Buyer paid for the non- conforming Product, and in no event shall Seller’s liability for any claim be greater than the amount Buyer paid for the non-conforming Product. Buyer shall be deemed to have waived all warranty claims with respect to the Products that it does not report to Seller in writing within the 90 day period. No claim shall be allowed for Product that has been processed in any manner. 5.
Buyer's Claims. Xxxxx agrees that all claims against Seller are waived unless presented to Seller in writing within one week from the date of Delivery of the Product. Seller shall have thirty days from receipt to inspect and correct a defect if such claim is allowed. Xxxxx further agrees that in the event that Xxxxx disagrees with Xxxxxx’s decision about whether to allow the claim that the Buyer’s remedy is to formally adjudicate the claim, but the Buyer further agrees that Xxxxxx’s invoices for all Product supplied shall be paid in the interim. No claim shall be allowed after the Product purchased hereunder is incorporated, modified or processed by Xxxxx in any manner. Seller’s liability on any claim for loss or damage shall not exceed the price of the Product actually received by buyer from seller with regard to which such claim for loss or damage is made.
Buyer's Claims. The Seller shall indemnify and hold harmless Buyer, its successors and assigns, and their respective officers, directors, employees, shareholders, agents, and affiliates against any and all damages, claims, losses, liabilities, and expenses actually incurred by Buyer, including, without limitation, legal, accounting, and other expenses, which may arise out of (i) any breach of any of the representations or warranties made in this Agreement by the Seller, or (ii) any claims against Buyer from a stockholder of Seller or other party (other than a creditor of the Company seeking to enforce a debt owed by the Company) challenging the validity or legality of this Agreement. Such indemnification obligation shall survive the Closing.
Buyer's Claims. Subject to the Provisions of Article IX, the Sellers shall jointly and severally indemnify the Buyers, SMI (which shall be entitled to demand payment of Claims on behalf of the Buyers) and permitted (see Clause 11.3) assigns (collectively, the “Buyers Parties”) and hold each of them harmless from and against and pay on behalf of or reimburse such Buyers in respect of any loss, liability, cost, damage, deficiency, Tax, penalty, fine or expense, whether or not arising out of third party claims (including, without limitation, reasonable interest, and, with respect to third person claims, attorneys fees, as provided in Section 9.4.3), (collectively, “Losses” and individually, a “Loss”) which any such Buyers Party suffers from:
(i) the breach of any representation or warranty made by the Sellers contained in Sections VI and VII of this Agreement or any Exhibit or Schedule hereto or thereto; or
(ii) the breach of any covenant or agreement made by the Sellers contained in this Agreement or any Exhibit or Schedule hereto or thereto; unless, in each case,
(a) Buyers or SMI had Knowledge of such breach of representation or warranty at or prior to the Closing, and
(b) only if and unless stated otherwise herein to the extent that no sufficient reserves or provisions for such purposes were included in the Closing Financial Statements.
Buyer's Claims. 8.11.1 To make any claims ("Claim") under this Article 8, the Buyer must notify the Seller within thirty (30) Working Days of learning about facts or a Third Party Claim which may give rise to the application of this Article 8 or, in the case of a Third Party Claim arising from a competent Tax Authority, within ten (10) Working Days of that Third Party Claim being received by the competent Tax Authority and within five (5) Working Days, in the case of urgent proceedings.
8.11.2 This Claim must indicate (i) the underlying facts or events, (ii) the basis for the Claim and (iii) the amount of the payment claimed by the Buyer under that Claim if that amount is known. If the Claim does not specify the amount of the payment claimed by the Buyer under that Claim, the Buyer will have the right to lodge one or more additional claims (each an "Additional Claim") requesting payment by the Seller once the amount of the Damage suffered by the Buyer or the Company is known (in whole or in part). As from the moment of receiving the Claim, the Buyer will, on request, provide the Seller and its advisers, under the same conditions as those offered to the internal auditor but without disrupting the smooth operation of the Company, with access to all documents concerning the Claim in question.
8.11.3 The Seller (i) acknowledges that the Buyer will be deemed to have lodged a Claim on the present date in relation to all facts or events referred to in Article 8.2 and (ii) hereby acknowledges, insofar as is necessary, that this Claim is well founded.
Buyer's Claims. Buyer’s claims for indemnification that involve:
13.5.1.1. breaches of representations and warranties in Articles 5 and 7 of this Agreement
13.5.1.2. matters described in other Sections hereof must be asserted by Buyer prior to a date that is three years after the Closing Date.
