DEFAULT AND REMEDIES; LIQUIDATED DAMAGES AND LIMITATION OF LIABILITY Sample Clauses

DEFAULT AND REMEDIES; LIQUIDATED DAMAGES AND LIMITATION OF LIABILITY. 66 12.1 Maintenance Contractor Defaults 66 12.2 Notice and Opportunity to Cure 67 12.3 TxDOT Remedies 68 12.4 Liquidated Damages 72 12.5 Right to Stop Performance for Failure by TxDOT to Make Undisputed Payment 74 12.6 Limitation of Liability For Consequential Damages 74 12.7 Limitation of Maintenance Contractor’s Liability 75 SECTION 13. SUSPENSION 76 13.1 Suspensions for Convenience 76 13.2 Suspensions for Cause 76 13.3 Responsibilities of Maintenance Contractor During Suspension Periods 76 SECTION 14. TERMINATION FOR CONVENIENCE 77 14.1 Termination for Convenience 77 14.2 Termination Closing 77 14.3 Maintenance Contractor’s Responsibilities After Receipt of a Notice of Termination 77 14.4 Disposition of Subcontracts 78 14.5 Settlement Proposal 79 14.6 Amount of Negotiated Termination Settlement Amount 79 14.7 No Agreement as to Amount of Termination Settlement 80 14.8 Reduction in Amount of Claim 81 14.9 Termination Based on Failure to Issue Maintenance NTP1 81 14.10 Payment 82 14.11 No Consequential Damages 82 14.12 No Waiver 82 14.13 Dispute Resolution 82 14.14 Allowability of Costs 82 SECTION 15. INDEMNIFICATION; RELEASES 83 15.1 Indemnification by Maintenance Contractor 83 15.2 Restrictions 84 15.3 Employee Claims 85 15.4 Right to Rely 85 15.5 CERCLA Agreement 85 15.6 No Effect on Other Rights 85 15.7 No Relief from Responsibility 85 15.8 Third Parties Definition 85 15.9 Defense and Indemnification Procedures 86 SECTION 16. PARTNERING AND DISPUTE RESOLUTION 89 16.1 General Dispute Resolution Provisions 89 16.2 Partnering 89 16.3 Dispute Resolution Procedures 89
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Related to DEFAULT AND REMEDIES; LIQUIDATED DAMAGES AND LIMITATION OF LIABILITY

  • Limitation of Liability No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

  • General Provisions In connection with any Registration Statement and any Prospectus required by this Agreement to permit the sale or resale of Transfer Restricted Securities (including, without limitation, any Registration Statement and the related Prospectus required to permit resales of Initial Securities by Broker-Dealers), each of the Company and the Guarantors shall:

  • Survival The representations and warranties contained herein shall survive the Closing and the delivery of the Securities.

  • Severability Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

  • Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

  • Indemnification In the event any Registrable Securities are included in a Registration Statement under this Agreement:

  • Miscellaneous The Vendor acknowledges and agrees that continued participation in TIPS is subject to TIPS sole discretion and that any Vendor may be removed from the participation in the Program at any time with or without cause. Nothing in the Agreement or in any other communication between TIPS and the Vendor may be construed as a guarantee that TIPS or TIPS Members will submit any orders at any time. TIPS reserves the right to request additional proposals for items or services already on Agreement at any time.

  • Representations and Warranties Borrower represents and warrants as follows:

  • IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.

  • Force Majeure If by reason of Force Majeure, either party hereto shall be rendered unable wholly or in part to carry out its obligations under this Agreement then such party shall give notice and full particulars of Force Majeure in writing to the other party within a reasonable time after occurrence of the event or cause relied upon, and the obligation of the party giving such notice, so far as it is affected by such Force Majeure, shall be suspended during the continuance of the inability then claimed, except as hereinafter provided, but for no longer period, and such party shall endeavor to remove or overcome such inability with all reasonable dispatch. Choice of Law The Agreement between the Vendor and TIPS/ESC Region 8 and any addenda or other additions resulting from this procurement process, however described, shall be governed by, construed and enforced in accordance with the laws of the State of Texas, regardless of any conflict of laws principles. Venue, Jurisdiction and Service of Process Any Proceeding arising out of or relating to this procurement process or any contract issued by TIPS resulting from or any contemplated transaction shall be brought in a court of competent jurisdiction in Camp County, Texas and each of the parties irrevocably submits to the exclusive jurisdiction of said court in any such proceeding, waives any objection it may now or hereafter have to venue or to convenience of forum, agrees that all claims in respect of the Proceeding shall be heard and determined only in any such court, and agrees not to bring any proceeding arising out of or relating to this procurement process or any contract resulting from or any contemplated transaction in any other court. The parties agree that either or both of them may file a copy of this paragraph with any court as written evidence of the knowing, voluntary and freely bargained for agreement between the parties irrevocably to waive any objections to venue or to convenience of forum. Process in any Proceeding referred to in the first sentence of this Section may be served on any party anywhere in the world. Venue for any dispute resolution process, other than litigation, between TIPS and the Vendor shall be located in Camp or Xxxxx County, Texas.

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