Definition of Deficiencies Sample Clauses

Definition of Deficiencies. (a) As used in this Article VII, the term "Seller Deficiencies" shall mean any and all losses, damages, liabilities and claims sustained by the Buyer Indemnities and arising out of, based upon or resulting from:
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Definition of Deficiencies. As used in this Paragraph 9, ---------------------------- "Deficiencies" means:
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Definition of Deficiencies. 34 9.3.1 Deficiencies for the Buyer...............................................................34 9.3.2 Deficiencies for the Seller..............................................................35 9.4 Procedures for Establishment of Deficiencies........................................................35 TABLE OF CONTENTS (CONTINUED) Page
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Definition of Deficiencies. (a) As used in this Article 11 the term "Deficiencies" when asserted by Jaymark Indemnitees or arising out of a third party claim against Jaymark Indemnitees shall mean any and all Losses, damages, liabilities and claims sustained by the Jaymark Indemnitees and arising out of, based upon or resulting from:
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Definition of Deficiencies. (a) As used in this Article IX, the term “Deficiencies,” when asserted by Buyer Indemnitees or arising out of a third party claim against Buyer Indemnitees, shall mean any and all losses, damages, liabilities and claims sustained by the Buyer Indemnitees, along with all Legal Expenses reasonably incurred thereby, arising out of, based upon or resulting from: (i) any misrepresentation, breach of warranty, or any non-fulfillment of any representation, warranty, covenant, obligation or agreement on the part of Seller contained in or made pursuant to this Agreement; (ii) any error contained in any statement, report, certificate or other document or instrument delivered by Seller pursuant to this Agreement; (iii) any failure by Seller to pay or perform any obligation relating to the Station or the Station Assets that is not expressly assumed by Buyer pursuant to the provisions of this Agreement; (iv) any litigation, proceeding or claim by any third party relating to the business or operations of the Station or the Station Assets prior to the Closing Date, no matter when brought or made; and (v) any severance pay or other payment required to be paid with respect to any employee of the Station. (b) As used in this Article IX, the term “Deficiencies,” when asserted by Seller Indemnitees or arising out of a third party claim against Seller Indemnitees, shall mean any and all losses, damages, liabilities and claims sustained by the Seller Indemnitees, along with all Legal Expenses reasonably incurred thereby, arising out of, based upon or resulting from: (i) any misrepresentation, breach of warranty, or any non-fulfillment of any representation, warranty, covenant, obligation or agreement on the part of Buyer contained in or made pursuant to this Agreement; (ii) any error contained in any statement, report, certificate or other document or instrument delivered by Buyer pursuant to this Agreement; (iii) any failure by Buyer to pay or perform any obligation or liability relating to the Station or the Station Assets that is expressly assumed by Buyer pursuant to the provisions of this Agreement; and (iv) any litigation, proceeding or claim by any third party to the extent relating to the Station Assets or the business or operations of the Station after the Closing Date.
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Definition of Deficiencies. (a) As used in this Article 5, the term "Deficiencies" when asserted by Buyer Indemnitees or arising out of a third party claim against Buyer Indemnitees shall mean any and all losses, damages, liabilities and claims sustained by the Buyer Indemnitees and arising out of, based upon or resulting from: (i) Any misrepresentation, breach of warranty, or any non-fulfillment of any representation, warranty, covenant, obligation or agreement on the part of Seller contained in or made pursuant to this Agreement; (ii) Any error contained in any statement, report, certificate or other document or instrument delivered to the Buyer Indemnitees by Seller pursuant to this Agreement or contained in any Exhibit or Schedule hereto; (iii) Any failure by Seller to pay or discharge any liability relating to the Assets that is not expressly assumed by Buyer pursuant to the provisions of this Agreement; (iv) Any and all acts, suits, proceedings, demands, assessments and judgments, and all fees, costs and expenses of any kind, related or incident to any of the foregoing (including, without limitation, any and all Legal Expenses (as defined below)). (b) As used in this Article 5, the term "Deficiencies" when asserted by Seller Indemnitees or arising out of a third party claim against Seller Indemnitees shall mean any and all losses, damages, liabilities and claims sustained by the Seller Indemnitees and arising out of, based upon or resulting from:
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Definition of Deficiencies. (a) As used in this Article V, the term "Seller Deficiencies" shall mean any and all losses, costs, expenses, and damages, including legal fees and costs, sustained by the Buyer Indemnitees and arising out of, based upon or resulting from: (i) Any misrepresentation, breach of warranty, or any non-fulfillment of any representation, warranty, covenant, obligation or agreement on the part of Seller contained in or made pursuant to this Agreement; (ii) Any failure by Seller to pay or discharge any liability relating to Seller's operation of the Business or the Assets that is not one of the Assumed Liabilities; (iii) Any litigation, proceeding or claim by any third party to the extent arising out of the conduct of the Business prior to the Closing Date and that is not one of the Assumed Liabilities; (iv) Any severance pay or other payment required to be paid or any other liability with respect to any employee of the Business who is not employed by Buyer; and (v) Any and all acts, suits, proceedings, demands, assessments and judgments, and all fees, costs and expenses of any kind, related or incident to any of the foregoing. (b) As used in this Article V, the term "Buyer Deficiencies" shall mean any and all losses, costs, expenses and damages, including legal fees and costs, sustained by the Seller Indemnitees and arising out of, based upon or resulting from:
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Definition of Deficiencies 
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Related to Definition of Deficiencies

  • Definition of Default The BUYER shall be deemed to be in default under this CONTRACT in the following cases: (a) If the first, second, third or fourth instalment is not paid to the BUILDER within the respective DUE DATE of such instalments; or (b) If the fifth instalment is not deposited in accordance with Article X.4.(a)(ii) hereof or if the said fifth instalment deposit is not released to the BUILDER against presentation by the BUILDER of a copy of the original PROTOCOL OF DELIVERY AND ACCEPTANCE; or (c) If the BUYER fails to take delivery of the VESSEL when the VESSEL is duly tendered for delivery by the BUILDER under the provisions of Article VII hereof; or (d) If an order or an effective resolution shall be passed for winding up of the BUYER (except for the purpose of reorganization, merger or amalgamation); or In case the BUYER is in default as set out in Paragraph 1 above, the BUILDER is entitled to and shall have the following rights, powers and remedies in addition to such other rights, powers and remedies as the BUILDER may have elsewhere in this CONTRACT and/or at law, at equity or otherwise.

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