Claims of the Buyer Sample Clauses

Claims of the Buyer. The Seller’s obligations in Section 11.4 (Indemnity for Environmental Claims) and 11.6 (Indemnity for Tax) are non-accessory guarantees of the Seller in the sense of article 111 CO and are valid and enforceable irrespective of any knowledge of the Buyer. The Seller undertakes to fully indemnify the Buyer for a breach of such guarantee and to hold the Buyer harmless for all obligations, costs and expenses. All claims of the Buyer for a breach of such guarantee (the “Guarantee Claim”) shall survive until five (5) years after the Closing Date or shall lapse within three (3) months after expiration of the applicable statute of limitations, if such expiration occurs five (5) years after the Closing Date, respectively. Without prejudice to the validity of the Guarantee Claim, the Buyer shall allow the Seller and its auditors as well as its other advisors to investigate the facts and the circumstances on which the Guarantee Claim is based and to determine whether there is a potential Guarantee Claim and what its amount may be. Further, the Buyer shall provide the Seller with such information and support that the Seller reasonably requires. In case of any suit or threatened suit against the Company or the Buyer by a third party including governmental bodies or in case the Company or the Buyer is the subject of a inspection, audit or review by the Tax Authority, which may result in a Guarantee Claim (the “Third Party Gurantee Claim”), the Buyer shall notify the Seller immediately about such Third Party Gurantee Claim, in particular, in connection with tax inspections, audits or reviews. The Buyer shall ensure that the Seller receives all documents, information and support in connection with a Third Party Gurantee Claim and that it has a reasonable possibility to discuss with the Buyer all litigation in connection with a Third Party Gurantee Claim beforehand and that the Seller is served without delay with copies of all relevant decisions of all governmental bodies. In connection with Third Party Gurantee Claims, there shall be no concessions in the name of the Buyer or the Company and no settlement and no other cessation of the suit without the Seller having given its consent in writing beforehand, which consent shall not be unreasonably withheld or delayed. If the Buyer fails to notify the Seller or if the Buyer fails to seek the Seller’s prior consent to any concession, settlement, or cessation of a suit in case of a Third Party Gurantee Claim, then, the Buyer fo...
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Claims of the Buyer. If it becomes apparent that the warranties given by the Sellers in this Agreement are not accurate, the Sellers shall place the respective Company in the position that it would be in if the warranties were correct. The Buyer shall only be entitled to payment after (i) the Buyer has granted the Sellers an appropriate period of at least 30 days (hereinafter "Rectification Period") in which to bring about the warranted situation (hereinafter "Rectification") and the Sellers fail to remedy the defects within the said rectification period or (ii) if it can be proven that rectification is not possible.
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Claims of the Buyer shall be excluded to the extent that the infringe- ment of an industrial property right is attributable to the Buyer. Claims of the Buyer shall also be excluded if the infringement of the industrial property right is caused by specifications made by the Buyer, to a type of use not foreseeable by sera or to the Supplies being modified by the Buyer or being used together with products not provided by sera.
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Related to Claims of the Buyer

  • Claims of the Partners The Partners shall look solely to the Partnership’s assets for the return of their Capital Contributions, and if the assets of the Partnership remaining after payment of or due provision for all debts, liabilities and obligations of the Partnership are insufficient to return such Capital Contributions, the Partners shall have no recourse against the Partnership or any other Partner or any other Person. No Partner with a negative balance in such Partner’s Capital Account shall have any obligation to the Partnership or to the other Partners or to any creditor or other Person to restore such negative balance during the existence of the Partnership, upon dissolution or termination of the Partnership or otherwise, except to the extent required by the Act.

  • Claims of the Members The Members and former Members shall look solely to the Company’s assets for the return of their Capital Contributions, and if the assets of the Company remaining after payment of or due provision for all debts, liabilities and obligations of the Company are insufficient to return such Capital Contributions, the Members and former Members shall have no recourse against the Company or any other Member.

  • Indemnity Claims A claim for indemnification for any matter not involving a third-party claim may be asserted by notice to the party from whom indemnification is sought.

  • Claims and Suits (a) The Receiver shall have the right, in its discretion, to (i) defend or settle any claim or suit against the Assuming Bank with respect to which the Receiver has indemnified the Assuming Bank in the same manner and to the same extent as provided in Article XII, and (ii) defend or settle any claim or suit against the Assuming Bank with respect to any Liability Assumed, which claim or suit may result in a loss to the Receiver arising out of or related to this Agreement, or which existed against the Failed Bank on or before Bank Closing. The exercise by the Receiver of any rights under this Section 9.3(a) shall not release the Assuming Bank with respect to any of its obligations under this Agreement.

  • Claims A. To accept HHSC's reimbursement rates as payment in full for the services specified in this Contract to the persons for whom a payment is received, and to make no additional charge to the individual, any member of their family or to any other source for any supplementation for such services, unless specifically allowed by HHSC rules.

  • Warranty Claims This Contractual Warranty is provided by Xxxxxxxxx Electric and covers defects in workmanship and materials in your Product. This warranty period lasts from the date of purchase at the point of sale to you, the original end user, unless otherwise agreed in writing (the "Warranty Period"). This Contractual Warranty is transferable to subsequent owners but only for the unexpired portion of the Warranty Period.

  • Indemnification Procedure for Claims of Third Parties Indemnification, with respect to claims resulting from the assertion of liability by those not parties to this Contract (including governmental claims for penalties, fines and assessments), shall be subject to the following terms and conditions:

  • Direct Claims Any Action by an Indemnified Party on account of a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than 30 days after the Indemnified Party becomes aware of such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have 30 days after its receipt of such notice to respond in writing to such Direct Claim. The Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access to the Company’s premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not so respond within such 30 day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

  • CLAIMS OF CREDITORS The Contract Value and other benefits under this Contract are exempt from the claims of creditors to the extent permitted by law.

  • Release of Pre-Closing Claims (a) Except as provided in (i) Section 6.1(c), (ii) any exceptions to the indemnification provisions of Sections 6.2, 6.3 and 6.4 set forth in those Sections and (iii) any Transaction Document and this Agreement, effective as of the Closing Date, to the fullest extent permitted by law, the Company does hereby for itself and all Persons who at any time prior to the Closing Date have been directors, officers, agents or employees of the Company (in each case, in their respective capacities as such), voluntarily, knowingly unconditionally remise, release and forever discharge Genworth and the other members of the Genworth Group, their respective Affiliates, successors and assigns, and all Persons who at any time prior to the Closing Date have been stockholders, directors, officers, agents or employees of any member of the Genworth Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, from any and all Liabilities whatsoever, whether at Law or in equity (including any right of contribution), whether arising under any contract, tort or agreement, by operation of Law or otherwise, existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed from the beginning of time up to the Closing Date, including without limitation in connection with the transactions and all other activities to implement the IPO Transactions, the Initial Public Offering and any of the other transactions contemplated hereunder and under the Transaction Documents.

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