Claims for Breach Sample Clauses

Claims for Breach. (a) Subject to the limitations and other provisions of this Agreement, any claim for indemnification under this Agreement shall be presented in writing, specifying the facts constituting the basis for such claim. (b) Any claim for indemnification under this Agreement shall be presented to the other Party within a period of [*****] after the Closing Date, except for claims under Section [*****], which shall be presented to the other Party within a period of [*****] after the Closing Date, claims under Section [*****], which shall be presented to the other Party within a period of [*****] after the Closing Date, and claims under Sections [*****] and [*****], which shall be presented to the other Party within a period of [*****] after the Party has become aware of the act or event giving rise to the claim but in no event later than [*****] after the respective covenant period provided therein. 8.3
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Claims for Breach. The only legal action that may be asserted by or on behalf of any Party with respect to an alleged breach of this Agreement or another Transaction Document or any other matter arising out of the transactions contemplated by this Agreement or another Transaction Document shall be an action to enforce or to recover Losses as an indemnification claim pursuant to this Section 8.04. The Party asserting such a claim shall provide the other Party with written notice setting forth in detail the factual and legal basis for such claim, and the Party against whom such a claim is alleged shall thereafter have 60 days within which to cure the alleged breach or otherwise remedy Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. the situation. In the event the alleged breach is not cured or the situation is not otherwise remedied within such 60 day period, the non-breaching Party may initiate legal action to enforce its rights under this Agreement or another Transaction Document. Without limiting the generality of the foregoing, no legal action based upon predecessor or successor liability, contribution, tort, strict liability or any statute, regulation or ordinance may be maintained by or on behalf of Buyer or any Buyer Indemnified Party with respect to any matter that is the subject of this Section 8.04.
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Claims for Breach. A party seeking indemnification pursuant to the provisions of this Section 12 (“Indemnitee”) may do so provided that (a) the valid claims for all such breaches by the indemnifying party (“Indemnitor”) collectively aggregate more than One Hundred Thousand No/100 Dollars ($100,000.00), and (b) written notice containing a description of the specific nature of such breach shall have been delivered by such party to Indemnitor prior to the expiration of the Survival Period. The maximum amount that an Indemnitee shall be entitled to collect from an Indemnitor in connection with all claims for indemnity resulting from all breaches of an Indemnitor of any representation or warranty made by the Indemnitor, or the failure of any covenants of the Indemnitor, shall in no event exceed $12,500,000. Any claim for indemnification under this Section 12 must be asserted in writing, stating the nature of such claim and the basis for indemnification therefor, within the Survival Period. If so asserted in writing within the Survival Period, such claims for indemnification shall survive until resolved by mutual agreement between the Indemnitor and the Indemnitee or by judicial determination.
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Claims for Breach. 17 7.9 Taxes ............................................................................................ 17 8. Convenants ........................................................................................... 17 8.1 Covenants ........................................................................................ 17 9.
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Claims for Breach. (a) Any claim for breach of a representation or warranty must be made by notice to the breaching party not more than 365 days after the Closing (or, with respect to assets or other rights transferred at a subsequent Closing, 365 days after the subsequent Closing) at which the breach occurred. Any claim must be in writing, must identify in reasonable detail the breach claimed and, to the extent known, the facts and circumstances giving rise to the claim. Investor and any COM Entity that requires a license or other right to use spectrum or Related Assets under this Agreement are jointly and severally liable for any claim made by the Company for breach of a representation or warranty by Investor or any other COM Entity. If a claim is made for breach of a representation or warranty, then not sooner than 60 days after giving notice that it will exercise its right to do so if the claim is not resolved, the party making the claim can initiate arbitration under Section 11.1. (b) NO PARTY TO THIS AGREEMENT IS ENTITLED TO SEEK OR RECOVER CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES. CONSEQUENTIAL DAMAGES ARE, WITHOUT LIMITATION, LOST PROFITS, LOST REVENUE, AND THE LIKE.
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Claims for Breach. Subject to the limitations set forth herein, any Purchaser Indemnified Party or Seller Indemnified Party may bring a claim for the breach of: (i) any representation or warranty made by either Seller or any Majority Member, on the one hand, or the Purchaser, on the other hand, in this Agreement; or (ii) a covenant or agreement made by Seller or any Majority Member, on the one hand, or the Purchaser, on the other hand, in this Agreement, by delivering a written Notice of such claim to the Seller, applicable Majority Member, or the Purchaser, respectively, in each case prior to the expiration of the applicable survival period set forth in this Section 9.3 above. Any claims so asserted prior to the expiration date of the applicable survival period shall not thereafter be barred or limited in any manner by the expiration of the applicable survival period and such claims shall survive until finally resolved.
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Related to Claims for Breach

  • Liabilities for Breach 9.1 The Parties agree and confirm that, if any of the Parties (the “Breaching Party”) is materially in breach of any provision hereof, or materially fails or delays in performing any of the obligations hereunder, a breach hereof is constituted (a “Breach”), and any of the other Parties which does not commit any Breach (a “Non-breaching Party”) has the right to require that the Breaching Party rectify it or take a remedial action within a reasonable period. If the Breaching Party fails to rectify the Breach or take remedial actions within the reasonable period or within ten (10) days of the other Party’s written rectification notice, then: 9.1.1. if any Shareholder or the Company is the Breaching Party, the WFOE is entitled to terminate this Agreement and require the Breaching Party to indemnify it against its damage; 9.1.2. if the WFOE is the Breaching Party, each of the Non-defaulting Parties is entitled to require the Breaching Party to indemnify it against its damage; but unless otherwise provided for by law, in no case does it have the right to terminate or cancel this Agreement. 9.2 Notwithstanding any other provision herein, the effect of this Article 9 shall not be affected by the suspension or termination of this Agreement.

  • Remedy for Breach In the event of any actual or threatened breach of any of the provisions of this Section 11 by the Architectural Designer, and in addition to any other remedies that may be available to the School District in law or equity, the School District shall be entitled to a restraining order, preliminary injunction, permanent injunction, or other appropriate relief to specifically enforce the terms of this Section 11. The parties agree that a breach of the terms of this Section 11 by the Architectural Designer would cause the School District injury not compensable in monetary damages alone, and that the remedies provided herein are appropriate and reasonable.

  • Liabilities for Breach of Contract 11.1 The Parties agree and acknowledge that, if any Party (“Defaulting Party”) is materially in breach of any provision of this Agreement, or materially fails to perform or delays in performing any of its obligations hereunder, such breach, failure or delay shall constitute a default hereunder (the “Default”), and the non-defaulting Party shall be entitled to demand the Defaulting Party to rectify such Default or take remedial actions within a reasonable period of time. If the Defaulting Party fails to rectify such Default or take remedial actions within such reasonable period of time or ten (10) days from the receipt of the written notice from the non-defaulting Party requiring such rectification, the non-defaulting Party shall be entitled to make a decision at its sole discretion: 11.1.1 the WFOE shall be entitled to terminate this Agreement and claim from the Defaulting Party for damages if the Defaulting Party is any of the Existing Shareholders or the Company; 11.1.2 the non-defaulting Party shall be entitled to claim from the Defaulting Party for damages if the Defaulting party is the WFOE, provided that under no circumstances shall the Non-defaulting Party be entitled to terminate or rescind this Agreement unless otherwise provided by laws. 11.2 Notwithstanding anything to the contrary in this Agreement, this Article shall survive the termination of this Agreement.

  • Liability for Breach In addition to any liability you may have to Customer, you agree that you will also be legally responsible directly to Microsoft for any breach of these terms and conditions.

  • For Breach A Party may terminate this Agreement for cause if it provides 30 days written notice of the breach to the other Party, and the breach remains uncured at the end of 30 days. If Agency terminates this Agreement due to Axon’s uncured breach, Axon will refund prepaid amounts on a prorated basis based on the effective date of termination.

  • Remedies for Breach It is understood and agreed that all rights and remedies afforded below shall be in addition to all remedies or actions otherwise authorized or permitted by law: a. Cover/Substitute Performance In the event of Contractor's material breach that has not been cured within thirty (30) days following Contractor’s receipt of written notice of the material breach, the Commissioner may, with or without formally Bidding: (i) Purchase from other sources; or (ii) If the Commissioner is unsuccessful after making reasonable attempts, under the circumstances then-existing, to timely obtain acceptable service or acquire replacement Product of equal or comparable quality, the Commissioner may acquire acceptable replacement service or Product of lesser or greater quality. Such purchases may be deducted from the Contract quantity without penalty or liability to the State. The Commissioner agrees that Authorized Users shall accept allocated performance or deliveries during a period where Contractor is making good faith efforts to cure a material breach. b. Withhold Payment In any case where a reasonable question of material, uncured non-performance by Contractor arises, payment may be withheld in whole or in part at the discretion of the Commissioner. Should Contractor and the Commissioner fail to agree upon the question of “materiality” in an instance of non-performance, such failure to agree shall be a dispute under the Disputes clause. c. Bankruptcy In the event that the Contractor files, or there is filed against Contractor, a petition under the U.S. Bankruptcy Code during the term of this Centralized Contract, Authorized Users may, at their discretion, make application to exercise its right to set-off against monies due the Debtor or, under the Doctrine of Recoupment, be credited the amounts owed by the Contractor arising out of the same transactions.

  • Termination for Breach Either party may terminate this Agreement immediately upon notice to the other party if the other party materially breaches this Agreement, and such breach remains uncured more than thirty (30) days after receipt of written notice of such breach.

  • REMEDY FOR BREACH OF WARRANTY 3.1. Subject to the exclusions and limitations set out above, if the Product fails to comply with the Limited Warranty in clauses 1.2 or 1.3, BYD will repair or replace the non-conforming Product or parts thereof within the warranty term at no charge (or provide a partial refund) on the following conditions. 3.2. Whether to repair or replace the Product will be determined by BYD in its sole discretion. 3.3. The Product or any of its parts to be replaced will have the same performance and reliability as the original Product. If the Production of the relevant type of the Product or any of its parts has been discontinued, withdrawn from the market, or are otherwise unavailable, BYD may replace the Product or parts with a similar Product or part (which may include previously used parts that are equivalent to new in performance and reliability). 3.4. If BYD does not repair or replace the defective Product or parts, BYD will refund You an amount of money calculated as follows: a) If the Product fails to comply with the Limited Performance Warranty in clause 1.3, BYD may calculate the refund using one of the two refund formulas below: i) Refund = maximum claim amount* x (warranted Minimum Throughput Energy - output energy of the Product recorded in the control module of the Product)/ warranted Minimum Throughput Energy; or ii) Refund = maximum claim amount* x (warranted remaining Useable Energy - remaining Useable Energy)/ warranted Usable Energy; and b) If the Product cannot be operated, BYD will calculate the refund as follows: Refund = (maximum claim amount*/120) x (120 - number of months since Warranty Start Date). *The maximum claim amount is the market value of the Product (or an equivalent Product) determined by BYD if it were purchased new with no defects. 3.5. The remedies as set out above are the sole and exclusive obligations of BYD to You under this Limited Warranty, and BYD will have no other liability to You if the Product fails to comply with the Limited Warranty.

  • Liability for Breach of Contract 1. Party A and Party B shall strictly perform the terms stipulated in the agreement. If one party breaches the contract, the breaching party shall bear the liability for breach of contract according to the contract. 2. If the product is delivered by Party A to Party B and Party B fails to raise any objection to the product quality within the acceptance period, Party B shall not apply for return or replacement; If the product quality problems caused by Party B due to Party B's reasons or the intervention of a third party, which are not caused by the product itself, and caused by Party B's failure to raise any objection within the time limit since the date of acceptance, Party A can repair and rework the products, and Party B shall bear the rework service fee, material fee, processing fee, labor wages and other expenses incurred by Party A; 3. If the payment is not made in advance and then delivered, the ownership of the goods stipulated in this agreement still belongs to Party A before Party B pays off the payment, and Party A has the right to take back the goods at any time. Meanwhile, before this, Party B shall properly keep the goods and ensure that they are intact. If there is any damage, Party B shall compensate Party A according to the price of the goods agreed in the agreement. If the amount is not enough to make up for the losses, it shall also compensate Party A for all losses. 4. If Party B violates the agreement or refuses to perform the cooperation content during the cooperation period of this agreement, and refuses to perform or even withdraws from the cooperation after being urged by Party A, Party A has the right not to return the initial fee paid by Party B as a security deposit; At the same time, Party B shall cooperate with Party A to return all cooperation materials such as cooperation project materials and trademark product authorization documents, and compensate all economic losses suffered by Party A; 5. If Party B violates this agreement and causes losses to Party A, all expenses (including but not limited to attorney fees, legal fees, arbitration fees, announcement fees, preservation fees, guarantee fees, appraisal fees and auction evaluation fees) incurred by Party A for safeguarding its own legitimate rights and interests shall be borne by Party B; 6. If Party B cancels or changes the order without authorization, it shall pay 20% of the order price as liquidated damages and compensate Party A for all losses such as stocking, labor and profit.

  • Remedies for Breaches of This Agreement Section 8.1 Survival of Representations and Warranties