Defect Matters Sample Clauses

Defect Matters. (a) Defects. Purchaser will have the right to assert Defects pursuant to this Section 6.4(a) for the purpose of (x) making an adjustment to the Unadjusted Purchase Price pursuant to Section 3.4(b)(vi) and (y) determining whether the closing condition in Section 7.2(e) has been satisfied. Except as set forth in the preceding sentence and the special warranty of title provided in the Conveyance, and without prejudice to Purchaser’s rights under Section 10.2(b), Purchaser hereby acknowledges and agrees that Purchaser will have no other remedy for any Defect with respect to any of the Leases, Xxxxx, Units and other Assets and Purchaser hereby releases and waives all other remedies and agrees not to assert or threaten to assert any claim with respect to any such waived remedies.
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Defect Matters. (a) Defects. Purchaser will have the right to assert Defects pursuant to this Section 6.4(a) for the purpose of (x) making an adjustment to the Unadjusted Purchase Price pursuant to Section 3.4(b)(vi) and (y) determining whether the closing condition in Section 7.2(e) has been satisfied. Except as set forth in the preceding sentence, or pursuant to the special warranty of title contained in the Conveyance, Purchaser hereby acknowledges and agrees that Purchaser will have no other remedy for any Defect with respect to any of the Leases, Wxxxx, Units and other Assets and Purchaser hereby releases and waives all other remedies and agrees not to assert or threaten to assert any claim with respect to any such waived remedies. With respect solely to the special warranty of title contained in the Conveyance, Purchaser hereby acknowledges and agrees that Purchaser will have no remedy under such special warranty of title for any Defects arising prior to the Execution Date and hereby releases and waives all remedies, and agrees not to assert or threaten to assert any claim, under such special warranty of title with respect to any such waived Defects.
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Defect Matters. In making a determination, the applicable Defect Referee shall be bound by the rules set forth in this Article 3 or, if applicable, Section 8.20, and may consider such other matters as in the opinion of the applicable Defect Referee are necessary or helpful to make a determination; provided, however, in determining the existence or amount of any Defect or Defect Amount, neither Purchaser nor Seller may submit any evidence, records, materials, data or information that was not included either in a valid Defect Notice delivered to Sellers’ Representative by the Defect Deadline or in Sellers’ or Purchaser’s initial written submission to the applicable Defect Referee. Additionally, the applicable Defect Referee may consult with and engage any disinterested Third Party to advise the Defect Referee, including title attorneys, petroleum engineers and environmental consultants.
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Related to Defect Matters

  • Patent Matters Exhibit A is an accurate listing by owner, inventor(s), serial number, filing date, country, and status of all patents and patent applications Controlled by Pfenex as of the Effective Date that may be necessary or useful for the development, manufacture, use, offer for sale, sale or import of the Products as contemplated herein.

  • Subject Matter The subject matter of this contract is services generally on the subject of portable restrooms and pumping services. Detailed services to be provided by Contractor are described in Attachment A.

  • Disputes In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the number of Warrant Shares issuable in connection with any exercise, the Company shall promptly deliver to the Holder the number of Warrant Shares that are not disputed.

  • Antitrust Matters Buyer shall (a) file and cause its Affiliates to file, within four (4) weeks of the date hereof or such other date as the Parties agree based on the advice of antitrust counsel, all reports, filings and other documents required or requested of Buyer or its Affiliates by the FTC, the Justice Department, or any other Government Entity under any applicable Antitrust Laws in connection with the transactions contemplated by this Agreement, (b) comply at the earliest practicable date with any request received by Buyer or any of its Affiliates from the FTC, the Justice Department or any such other Government Entity under any applicable Antitrust Laws for additional information concerning the transactions contemplated by this Agreement, (c) cooperate with Seller in connection with any filing under applicable Antitrust Laws with respect to the transactions contemplated by this Agreement and in connection with resolving any investigation or other inquiry concerning such transactions that is commenced by any of the FTC, the Justice Department or any other Government Entity pursuant to any applicable Antitrust Laws, (d) promptly inform Seller of any material communication made to or received by Buyer or any of its Affiliates from the FTC, the Justice Department or any other Government Entity regarding any of the transactions contemplated hereby, (e) use commercially reasonable efforts to obtain all licenses, permits, consents, approvals, exemptions, authorizations or waivers necessary or appropriate under the Antitrust Laws from the FTC, the Justice Department and any other Government Entity in order to avoid or terminate any action or proceeding by any of them with respect to, and to permit the consummation of in the most expeditious manner practicable, the transactions contemplated by this Agreement, and (f) promptly furnish to Seller such information concerning Buyer or its Affiliates as Seller needs to perform its obligations under Section 5.5 of this Agreement. Without limiting the foregoing, Buyer shall not (i) withdraw and re-file its Premerger Notification and Report Form, (ii) extend any waiting period or comparable period or (iii) enter into any agreement not to consummate the Contemplated Transactions, except, in each case, with the prior written consent of Seller. The foregoing covenants in this Section 6.2 do not require Buyer or any of its Affiliates to (A) defend against or oppose any formal administrative complaint, lawsuit, motion for preliminary or permanent injunction, temporary restraining order or other actions brought by any Governmental Authority or private party seeking to block the Transaction under the Antitrust Laws, or (B) propose, negotiate, offer to commit to enter into or effect, by consent decree, hold separate order or otherwise, sell, offer to sell or otherwise dispose of, any acute care hospital of Buyer or its Affiliates or hold separate such acute care hospital properties pending such sale or other disposition. Buyer shall be responsible for paying any required filing fees under the HSR Act.

  • Controversies If any controversy arises between the Parties to this Agreement, or with any other Party, concerning the subject matter of this Agreement, its terms or conditions, the Escrow Agent will not be required to determine the controversy or to take any action regarding it. The Escrow Agent may hold all documents and funds and may wait for settlement of any such controversy by final appropriate legal proceedings or other means as, in the Escrow Agent's discretion, the Escrow Agent may require, despite what may be set forth elsewhere in this Agreement. In such event, the Escrow Agent will not be liable for interest or damage. Furthermore, the Escrow Agent may at its option file an action of interpleader requiring the Parties to answer and litigate any claims and rights among themselves. The Escrow Agent is authorized to deposit with the clerk of the court all documents and funds held in escrow, except all costs, expenses, charges and reasonable attorney fees incurred by the Escrow Agent due to the interpleader action and which the Company agrees to pay. Upon initiating such action, the Escrow Agent shall be fully released and discharged of and from all obligations and liability imposed by the terms of this Agreement.

  • Entire Liability TO THE FULL EXTENT PERMITTED BY LAW, VOCERA’S PERFORMANCE OF ITS OBLIGATIONS UNDER THIS PROVISION SHALL BE A SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO INTELLECTUAL PROPERTY RIGHTS, THE ALLEGED INFRINGEMENT OR MISAPPROPRIATION THEREOF AND ANY IMPLIED OR STATUTORY TERMS, CONDITIONS, REPRESENTATIONS, AND WARRANTIES OF NON-INFRINGEMENT.

  • SUBJECT MATTER OF THE AGREEMENT 1.1 The institution shall provide support to the participant for undertaking a mobility activity for [teaching/ training/ teaching and training] under the Erasmus+ Programme.

  • UCC Matters Such Seller shall not change its state of organization or incorporation or its name, identity or corporate structure such that any financing statement filed to perfect the Purchaser’s interests under this Agreement would become seriously misleading, unless such Seller shall have given the Purchaser not less than thirty (30) days’ prior written notice of such change.

  • Labor Controversies There are no labor controversies pending or, to the best of the Company’s knowledge, threatened against the Company or any Restricted Subsidiary, that could reasonably be expected to have a Material Adverse Effect.

  • Environmental and Safety Matters Except as disclosed in Schedule 4.13:

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