Claims by Seller Sample Clauses

Claims by Seller. Any action or proceeding by Seller relating to the Purchase Order must be commenced no later than one (1) year after the breach or other event giving rise to Seller's claim occurs, or Seller becomes aware of the existence (or facts and circumstances giving rise to the existence) of such claim, whichever occurs first. IN THE EVENT OF A BREACH BY BUYER, BUYER SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS), INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES, WHETHER OR NOT FORESEEABLE.
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Claims by Seller. If the Seller, the Seller Parent or any Selling Subsidiary asserts a claim or takes any other action in respect of a Default under any Transferred Contract that arises out of or relates to events occurring before 12:01 a.m. Central Time on the Closing Date and if such claim or other action involves Litigation against, or formal dispute resolution before any third-party mediator or arbitrator with, a party who at the Closing was a customer or vendor of the Transferred Business and remains a customer or vendor of the Transferred Business at the time of such Litigation or such formal dispute resolution, then, prior to commencing Litigation or formal dispute resolution, the Seller shall first discuss the matter with the Buyer and shall consider in good faith the Buyer's views on the matter.
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Claims by Seller. Seller shall notify Buyer in writing with reasonable promptness after the discovery of any claim upon which Seller will demand indemnification from Buyer under this Agreement. The notice shall describe in reasonable detail the basis for the claim, include an itemized accounting of the claim, and provide a good faith estimate of the amount of the Indemnified Loss. Within fifteen (15) days after receipt of the notice, Buyer shall either reimburse Seller for the amount of the claim or notify Seller of its intent to dispute the claim. The foregoing notwithstanding, if Seller would otherwise be entitled to indemnification under this Agreement but for Seller's failure timely to deliver a notice and if such notice was delivered before the expiration of the applicable Indemnity Period, Seller shall nevertheless be entitled to be indemnified under this Article unless Buyer can establish that Buyer has been materially prejudiced by any time elapsed or by any intervening payment, settlement, or other disposition of the claim.
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Claims by Seller. The procedures and requirements of Sections 6.2 and 6.3 shall apply MUTATIS MUTANDIS to any claims by Seller for indemnification pursuant to Section 6.1 hereof.
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Related to Claims by Seller

  • Deliveries by Seller At the Closing, Seller shall deliver, or cause to be delivered, to Buyer the following:

  • Indemnity by Seller (a) Seller shall release, defend, indemnify and hold harmless Buyer, its directors, officers, agents, attorneys, representatives and Affiliates (“Buyer Group”) against and from any Indemnifiable Losses, which arise out of or relate to or are in any way connected with (i) the Seller’s delivery of the Product to Buyer, (ii) Seller’s or its Affiliates’ ownership, development, construction, operation and/or maintenance of the Project, including the Unit(s) and Sites(s); (iii) Third Party Claims arising from Seller’s or its Affiliates’ actions or inactions, including Seller’s breach of this Agreement or other agreements related to the development, construction, ownership, operation or maintenance of the Project, Unit(s), Seller’s Portfolio, or Site(s); (iv) any environmental matters associated with the Project, including the disposal and transportation of Hazardous Substances by or on behalf of the Seller or at the Seller’s direction or agreement; (v) Third Party Claims arising under any agreement between Seller or its Affiliates and a Customer in Seller’s Portfolio; or (vi) resulting from Seller’s or its Affiliates’ violation of any applicable Law, or requirements of Transmission Provider, Utility Distribution Company, NERC, WECC or Reliability Organization; in each case including any loss, claim, action or suit, for or on account of injury to, bodily or otherwise, or death of, persons, or for damage to or destruction or economic loss of property belonging to Buyer, Seller, Seller’s Affiliates, Customers or others, excepting only such Indemnifiable Losses, to the extent solely caused by the willful misconduct or gross negligence of a member of the Buyer Group.

  • Deliveries by Seller at Closing At the Closing, Seller shall deliver or cause to be delivered to Buyer the following:

  • Indemnity by Buyer Buyer shall release, indemnify and hold harmless Seller, its directors, officers, agents, and representatives against and from any and all loss, Claims, actions or suits, including costs and attorney’s fees resulting from, or arising out of or in any way connected with the Product delivered by Seller under this Agreement after the Delivery Point, including any loss, Claim, action or suit, for or on account of injury to, bodily or otherwise, or death of persons, or for damage to or destruction of property belonging to Buyer, Seller, or others, excepting only such loss, Claim, action or suit as may be caused solely by the willful misconduct or gross negligence of Seller, its Affiliates, or Seller’s and Affiliates’ respective agents, employees, directors or officers.

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