Clarification of Term Sample Clauses

Clarification of Term. The Parties agree that the use of the word "will" in this Agreement is to be interpreted as "has a duty to," or more broadly, "is required to."
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Clarification of Term. “Losses”. Except in the case of Fraud, the Parties acknowledge and agree that in no event shall the TopCo Sellers be liable to a Buyer Indemnified Party for any punitive, exemplary or special damages unless such damages were actually assessed against the Buyer Indemnified Party in connection with a Third-Party Action. In addition, the term “Losses” as used in this Agreement shall only include consequential damages, damages for lost profits or any similar measure of damages if (i) the Buyer Indemnified Party seeking such damages is able to prove all elements necessary for recovery of such damages under Delaware law, or (ii) if such damages were actually assessed against the Buyer Indemnified Party in connection with a Third-Party Action. (f) Insurance Proceeds. The amount of any Loss for which indemnification is provided under this Article IX shall be net of any amounts actually recovered by a Buyer Indemnified Party under insurance policies with respect to such Loss, less such Buyer Indemnified Party’s out-of-pocket costs of obtaining or receiving such recovery, including any deductible paid in obtaining such proceeds and increased costs of insurance related to the making of such claim, including retrospective premium adjustments and experienced based premium adjustments. In the event that an insurance recovery is made by any Buyer Indemnified Party with respect to any Losses for which such Person has been indemnified hereunder and has received funds in the amount of the Losses or portion thereof, then a refund equal to the aggregate amount of the insurance recovery (less such Buyer Indemnified Party’s reasonable out-of-pocket costs of receiving such recovery, including any deductible paid in obtaining such proceeds and increased costs of insurance related to the making of such claim), but in no event in excess of the amount of such indemnification payment, shall be made promptly to the TopCo Sellers (in accordance with their respective Indemnity Pro Rata Portion). In addition, in the event Buyer obtains actual knowledge that a Buyer Indemnified Party is entitled to recovery under the E&O Tail Policy and/or the D&O Tail Policy (in each case, as defined under the Company Purchase Agreement), Buyer shall use commercially reasonable efforts to submit to the relevant insurance provider a corresponding claim for recovery. (g)
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Related to Clarification of Term

  • Duration of Term The term of this Agreement (the “Term”) shall commence on the Commencement Date and shall expire at 11:58 p.m. (New York City time) on the earlier of the Expiration Date or the Termination Date, if any.

  • Expiration of Term During the Initial Term or Renewal Term, whichever currently is in effect, should either party exercise its right to terminate, all out-of-pocket expenses or costs associated with the movement of records and material will be borne by the Fund. Additionally, the Transfer Agent reserves the right to charge for any other reasonable expenses associated with such termination.

  • Application of Terms 2.1 Subject to any variation under condition 2.3 the Contract shall be on these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document).

  • Extension of Term Provided Exporter's goods and services are in demand and Exporter is processing sales generating Transaction Fees, as set forth in Section 6, within fifteen (15) years from the Effective Date, Exporter shall have an option to (a) continue with its membership under Section 2 at no additional fee, or (b) option of developing single point of sales, distribution, networking, and logistics facilities separate and distinct from AmericaTowne for a mutually agreeable reduced rate, which shall be agreed upon in writing prior to thirty (30) days from the termination of fifteen (15) years from the Effective Date. The Exporter has the option of choosing option (b) above at its discretion.

  • Notification of Termination 22.3.2.1 Upon the occurrence at District's sole determination of any of the above conditions, or upon Developer’s failure to perform any material covenant, condition or agreement in this Facilities Lease, District may, without prejudice to any other right or remedy, serve written notice upon Developer and its Surety of District's termination of this Facilities Lease and/or Developer’s right to perform the Work of this Facilities Lease. This notice will contain the reasons for termination.

  • Definition of Terms The following terms referred to in this Agreement shall have the following meanings:

  • Modification of Terms Except as otherwise provided for herein, this Agreement may only be modified or amended upon a mutual written contract amendment signed by Citizens and Vendor or as otherwise permitted by this Agreement. Vendor may not unilaterally modify the terms of this Agreement in any manner such as by affixing additional terms to any Deliverable (e.g., attachment or inclusion of standard preprinted forms, product literature, “shrink wrap” or “click through” terms, whether written or electronic) or by incorporating such terms onto Vendor’s order or fiscal forms or other documents forwarded by Vendor for payment and any such terms shall have no force or effect upon Citizens or this Agreement. Citizens' acceptance of any Service or processing of documentation on forms furnished by Vendor for approval or payment shall not constitute acceptance of any proposed modification to terms and conditions or any conflicting terms and conditions.

  • ALTERATION OF TERMS 13 This Agreement, including any Exhibit(s) attached hereto and 14 incorporated by reference, fully expresses all understandings of the parties 15 and is the total Agreement between the parties as to the subject matter of 16 this Agreement. No addition to, or alteration of, the terms of this 17 Agreement, whether written or verbal, by the parties, their officers, agents, 18 or employees, shall be valid unless made in the form of a written amendment to 19 this Agreement which is formally approved and executed by both parties.

  • VARIATION OF TERMS All terms and any variations thereof shall be deemed to refer to masculine, feminine, or neuter, singular or plural, as the identity of the Person or Persons may require.

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