Claims Liability. OPTIMUM RE will be liable to THE COMPANY for the benefits reinsured hereunder to the same extent as THE COMPANY is liable to the insured for such benefits, and all reinsurance will be subject to the terms and conditions of the policy under which THE COMPANY is liable. OPTIMUM RE will also be liable for its proportionate share of interest on payment of the claim at the usual interest rate allowed by THE COMPANY.
Claims Liability. Buyer shall be deemed to have waived all claims with respect to any Product sold hereunder for which Buyer’s notice of insufficient quality has not been given to Seller in writing within ninety (90) days of Buyer’s receipt of such Product. Any such claim which is not asserted as a claim, counterclaim, and defense or set-off in a judicial proceeding instituted within two (2) years after the cause of action arises shall be forever waived, barred and released. Buyer’s exclusive remedy, and Seller’s and its affiliates’ sole liability, for any shortfall in delivery of Product or failure of any Product to meet the specifications in Exhibit A, including but not limited to claims for breach of warranty, shall be limited, at Seller’s sole option, to (a) payment to Buyer of the difference in the then current market value cost to replace such Product over the Final Price of such Product, or (b) Seller’s replacement of the Product in respect of which a valid claim is made. In the event of a material breach by either party, the parties will meet to discuss how to address the material breach in a manner that is fair and reasonable and reduces the financial impact on the non breaching party. This could include, but not be limited to, having Buyer purchase Product from a third party on a contract basis, or Seller selling Product to a third party on a contract basis. In no event shall either party or their affiliates be liable for indirect, punitive, consequential, special, incidental or contingent damages, costs of litigation or for loss of business or business opportunities based upon a breach of warranty claim.
Claims Liability. There is no action, claim or demand of any kind (other than routine claims for benefits) which has been brought or threatened, against any Employee Benefit Plan or the assets thereof, or against any fiduciary of any such Plan.
Claims Liability. The supplier of Product shall not be liable for any defect in quality or specifications, or shortage in volume of the Product delivered under this Agreement unless such supplier receives written notice of such defect or shortage setting out all particulars upon which the claim is based within ninety (90) days from the time of delivery of the Product in dispute. In the event a variation in the supplier’s records of the volumes of Product supplied and the receiver’s records of volumes of Product received for any given transaction:
(i) is less than one-half of one percent (0.5%) for Products having a density equal to or greater than 790.09 kg/m³ when adjusted for any meter factor applicable and when corrected for temperature; or (ii) is less than three tenths of one percent (0.3%) for Products having a density less than 790.09 kg/m³, when adjusted for any meter factor applicable and when corrected for temperature; then notwithstanding the provisions hereof, the supplying party’s record evidenced by the volume statement shall be deemed accurate and accepted as the official record of the volume of Product delivered. In the event of a dispute as to volumes delivered, the parties shall in good faith and with due diligence attempt to reconcile their respective records so as to determine the volumes of Product delivered. In the case of claims associated with product quality, on written request by the supplier, the receiver shall take samples of the Products upon which a claim has been initiated and shall forward the samples to the supplier’s designated laboratory for testing. If the results from the receiver’s and supplier’s laboratories vary significantly and the quality of the Product remains in dispute, the parties shall agree upon an independent laboratory and submit the Product in question to this facility for evaluation. The findings of the independent laboratory will be binding upon both parties. All costs for the independent laboratory will be shared equally between the parties. In the event it is determined that any claim of the receiving party lodged in accordance herewith is valid, then the receiver, notwithstanding the provisions hereof, shall only be entitled to be compensated for any damages suffered in an amount equal to the lesser of:
(i) the actual amount of the damages suffered; or
(ii) the fair market value of the Product as of the date of delivery as determined on the open market based on the actual volume of the defective Product delivered. The...
Claims Liability. AARP and AARP Trust will cause any successor carrier to accept liability (or proportional liability as applicable) from United for all of its insurance and related administrative obligations arising out of the SHIP (whether arising before or after the date of termination) and for related costs including reasonable legal fees and expenses; provided, however, that in no event shall the successor carrier be obligated to assume any extra-contractual liability of United. AARP and AARP Trust will cause the successor carrier to administer payment of claims in accordance with standards at least equal to United's policies and practices then in effect in administering claims under the SHIP. Notwithstanding the foregoing, by notice to AARP and AARP Trust, United may elect to retain liability for and handle any specific claim itself, in which case AARP and AARP Trust will cause the successor carrier to transmit to United all information and forms in its possession pertaining to such claims. United will notify AARP and AARP Trust of the amount of any payments made by it in handling and settling any such claim or claims it elects to handle and AARP and AARP Trust will forthwith cause United to be reimbursed for the
Claims Liability. Neither the Government, the Seller, nor their officers, agents, and employees will be responsible for any injury to or death of persons or other living things, or damage to or destruction or loss of property, or for any other loss, damage or injury of any kind whatsoever resulting from the performance of this Agreement by the Government, or the Seller to the extent such injury, death, damage, destruction, or loss is not caused by the negligence or willful misconduct of the Government or the Seller. The Buyer agrees to indemnify and hold harmless the Government, the Seller and their officers, agents, and employees, from and against any and all liabilities, penalties, fines, forfeitures, claims, causes of action, and costs and expenses (including the costs of defense and/or settlement, including, but not limited to, attorney's fees), caused by, resulting from or arising out of, in whole or in part, the performance of this Agreement, to the extent the liability is not caused by the negligence or willful misconduct of the Government or the Seller.
Claims Liability. There is no action, claim or demand of any kind (other than routine claims for benefits) which has been brought or, to the Sellers' Knowledge, threatened, against any Employee Benefit Plan or the assets thereof, or against any fiduciary of any such Plan.
Claims Liability. There is no action, claim or demand of any kind, other than routine claims for benefits, that has been brought or, to the knowledge of the Company and the Stockholder Parties, threatened against, or relating to, any Designated Plan, and the Company and the Stockholder Parties have no knowledge of any pending investigation or administrative review by any governmental entity relating to any Designated Plan.
Claims Liability. Other than routine claims for benefits, no Target Company Plan is subject to any pending or threatened action, investigation, examination, claim or any other proceeding initiated by any Governmental Authority or other Person, and to the Knowledge of any Acquired Company, no facts exist that would give rise thereto.
Claims Liability. There is no pending or, to the Knowledge of Landec, Seller, or the Company, threatened Action involving any Company Plan and no facts exist that would give rise thereto, other than routine claims for benefits. Neither the Company nor any of its directors, officers, employees or any plan fiduciary has any Liability for failure to comply with ERISA, HIPAA, COBRA or the Code. The Company has no Liability by virtue of its being a member of a controlled group with a Person who has Liability under the Code or ERISA. All contributions and insurance premiums, including premiums to the PBGC, due on or prior to Closing have been paid in full with respect to each applicable Plan, and the Company has no Liability in connection with any such contributions or premiums due on or prior to Closing or by virtue of being a member of a controlled group with a person who has any such Liability.
