Development Liability Sample Clauses

Development Liability. Vendor shall indemnify the Buyers Indemnitees and hold them harmless from and against Damages arising from and/or in connection with: (i) Any Development Liability assumed by PCE in respect of Poznan Plaza Sp.z.o.o. in terms of the provisions of Section 2.3, and any Tenants Improvements executed by it in terms of Section 2.2 below; (ii) The completion of the construction of the Poznan Operational Center and/or the Contractors' Claims, including without limitation the works detailed and specified in the completion punch list compiled in respect of the Poznan Plaza Operational Project, a copy of which is attached hereto as SCHEDULE 13.6(F)(II); and/or (iii) Claims by and against any and all third party (including tenants and neighbours) brought for damage, loss, personal injury or death by reasons of and/or arising out of the completion of the Poznan Operational Center; and/or (iv) By reason of a breach of zoning regulations, administrative permits, damages to third parties caused by the design, engineering, and construction of the Poznan Operational Center. (v) Following the Poznan Operational Center's final completion, any defect and non-conformities in the Contractors' works (including engineering and architectural studies) carried out in the Poznan Operational Center provided, however that with respect to this sub-section, Vendor's obligations to indemnify shall expire:
Sample 1
AutoNDA by SimpleDocs
Development Liability. 24 ARTICLE V - COMPLETION, OPENING AND DELIVERY.............................. 25 5.1 Practical Completion........................................... 25 5.2 Opening........................................................ 26 5.3
Sample 1
Development Liability. (a) It is specifically agreed and understood that, as and from the Delivery Date and at all times thereafter, none of the Development Companies shall bear any development liability whatsoever arising from and/or in connection with and/or in respect of the development, construction, completion and construction maintenance following practical completion, of the relevant Development Center, and that the situation at and after the Delivery Date should be as analogous as possible to that of the acquisition by Purchaser of an existing operational project. (b) Immediately prior to the Delivery Date, PCE shall assume full and unconditional responsibility and liability arising under the Contractors' Agreements with the Contractors and/or in respect of the construction operations ("DEVELOPMENT LIABILITY"), including specifically, but without limitation, all of the following, namely: (i) PCE shall be accountable for all the works, services, faults or omissions of the Contractors; (ii) PCE shall have the obligation to pay and settle in a timely manner all Contractors' claims arising out of and/or in connection with the Construction Works and/or the Contractors' Agreements unless fully provided for in the Proforma Development Closing Accounts and the Definitive Development Closing Accounts ("CONTRACTORS' CLAIMS"), provided that nothing herein contained shall prevent PCE from pursuing legitimate and bona-fide disputes with the Contractors or any of them pertaining to the quality of their workmanship, compliance with the provisions of the relevant Contractors' Agreements, or entitlement to payment of the contract price for those or for any other reasons.; and (iii) PCE shall ensure that the Contractors fulfill their obligations under the Contractors' Agreements prior to and following the Delivery in accordance with their respective terms. (c) In this regard PCE shall indemnify the Purchaser Indemnitees as provided in Section 16.6 below. (d) To the extent permitted by local applicable law, PCE shall use its best endeavours to obtain from the Contractors by no later than the Delivery Date an estoppel certificate, confirming that the Contractors shall have no further claims against the Development Company arising out of and/or in connection with the Construction Works and/or the Contractors' Agreements, subject to the agreement of the Contractors; (e) Subject to the provisions of Section 4.6(a) above, PCE shall ensure that all performance bonds, maintenance guarantees, and ...
Sample 1
Development Liability. Vendor shall indemnify the Purchaser Indemnitees and hold them harmless from and against Damages arising from and/or in connection with: (i) Any Development Liability assumed by PCE in respect of the Development Projects. in terms of the provisions of Section 4.8; (ii) The completion of the construction of the relevant Development Project and/or the Contractors' Claims; and/or (iii) Claims by and against any and all third party (including tenants and neighbours) brought for damage, loss, personal injury or death by reasons of and/or arising out of the completion of the Development Project; and/or (iv) By reason of a breach of zoning regulations, administrative permits, damages to third parties caused by the design, engineering, and construction of the Development Project. (v) Following the final completion of the Development Project, any defect and non-conformities in the Contractors' works (including engineering and architectural studies) carried out in the Development Project, provided, however that with respect to this sub-section, Vendor's obligations to indemnify shall expire: (1) 10 years from the date of the substantial completion for shell and core (including waterproofing and isolation) and the structural elements, (2) 36 months from the date of the substantial completion for mechanical parts, and (3) 1 year from the date of the substantial completion for other defects.
Sample 1

Related to Development Liability

  • Joint Liability 26.1. Notwithstanding anything contained herein or in any agreement between the Issuer and the RTA, the Issuer and the RTA shall be jointly and severally responsible and liable to CDSL, its participants and beneficial owners for compliance with all obligations under this Agreement as also under the Bye Laws and Operating Instructions.

  • Tenant Liability In the event of any sublease or assignment, whether or not with Landlord’s consent, Tenant shall not be released or discharged from any liability, whether past, present or future, under this Lease, including any liability arising from the exercise of any renewal or expansion option, to the extent such exercise is expressly permitted by Landlord. Tenant’s liability shall remain primary, and in the event of default by any subtenant, assignee or successor of Tenant in performance or observance of any of the covenants or conditions of this Lease, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against said subtenant, assignee or successor. After any assignment, Landlord may consent to subsequent assignments or subletting of this Lease, or amendments or modifications of this Lease with assignees of Tenant, without notifying Tenant, or any successor of Tenant, and without obtaining its or their consent thereto, and such action shall not relieve Tenant or any successor of Tenant of liability under this Lease. If Landlord grants consent to such sublease or assignment, Tenant shall pay all reasonable attorneys’ fees and expenses incurred by Landlord with respect to such assignment or sublease. In addition, if Tenant has any options to extend the term of this Lease or to add other space to the Premises, such options shall not be available to any subtenant or assignee, directly or indirectly without Landlord’s express written consent, which may be withheld in Landlord’s sole discretion.

  • Contingent Liability Where we effect or arrange a Transaction, you should note that, depending upon the nature of the Transaction, you may be liable to make further payments when the Transaction fails to be completed or upon the earlier settlement or closing out of your position. You may be required to make further variable payments by way of margin against the purchase price of the investment, instead of paying (or receiving) the whole purchase (or sale) price immediately. The movement in the market price of your investment will affect the amount of margin payment you will be required to make. You need to monitor your margin levels on a daily basis. You agree to pay us on demand such sums by way of margin as are required from time to time as we may in our discretion reasonably require for the purpose of protecting ourselves against loss or risk of loss on present, future or contemplated Transactions under this Agreement. Please note that in the event that you fail to meet a margin call, we may immediately close out the position. Margin must be paid in cash in currency acceptable by us, as requested from time to time by the Company. Cash Margin paid to us is held as client money in accordance with the requirements of the Client Money Rules. Margin deposits shall be made by wire transfer, credit card, e-wallet or by such other means as The Company may direct. If there is an Event of Default or this Agreement terminates, we shall set-off the balance of cash margin owed by us to you against your obligations (as reasonably valued by us). The net amount, if any, payable between us following such set-off, shall take into account the Liquidation Amount payable under Clause 15 (Netting). You agree to execute such further documents and to take such further steps as we may reasonably require perfecting our security interest over and obtain legal title to the Secured Obligations. You undertake neither to create nor to have outstanding any security interest whatsoever over, nor to agree to assign or transfer, any of the cash margin transferred to us, except a lien routinely imposed on all securities in a clearing system in which such securities may be held. In addition, and without prejudice to any rights to which we may be entitled under this Agreement or any Applicable Regulations, we shall have a general lien on all cash held by us or our Associates or our nominees on your behalf until the satisfaction of the Secured Obligations.

  • CONTRIBUTION IN THE EVENT OF JOINT LIABILITY (a) To the fullest extent permissible under applicable law, if the indemnification, hold harmless and/or exoneration rights provided for in this Agreement are unavailable to Indemnitee in whole or in part for any reason whatsoever, the Company, in lieu of indemnifying, holding harmless or exonerating Indemnitee, shall pay, in the first instance, the entire amount incurred by Indemnitee, whether for judgments, liabilities, fines, penalties, amounts paid or to be paid in settlement and/or for Expenses, in connection with any Proceeding without requiring Indemnitee to contribute to such payment, and the Company hereby waives and relinquishes any right of contribution it may have at any time against Indemnitee. (b) The Company shall not enter into any settlement of any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee. (c) The Company hereby agrees to fully indemnify, hold harmless and exonerate Indemnitee from any claims for contribution which may be brought by officers, directors or employees of the Company other than Indemnitee who may be jointly liable with Indemnitee.

  • Contingent Liabilities Assume, guarantee, become liable as a surety, endorse, contingently agree to purchase, or otherwise be or become liable, directly or indirectly (including, but not limited to, by means of a maintenance agreement, an asset or stock purchase agreement, or any other agreement designed to ensure any creditor against loss), for or on account of the obligation of any person or entity, except by the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of the Company’s business.

  • Umbrella Liability The Umbrella / Excess Liability must be at least as broad as the underlying general liability and automobile liability policies. Limits – Each Occurrence $1,000,000 General Aggregate $1,000,000

  • Litigation and Contingent Liabilities No litigation (including derivative actions), arbitration proceeding or governmental investigation or proceeding is pending or, to the Company’s knowledge, threatened against any Loan Party which might reasonably be expected to have a Material Adverse Effect, except as set forth in Schedule 9.6. Other than any liability incident to such litigation or proceedings, no Loan Party has any material contingent liabilities not listed on Schedule 9.6 or permitted by Section 11.1.

  • Products and Completed Operations Personal Injury Liability Contractual Liability The policy shall be on an occurrence form and limits shall not be less than: $1,000,000 Each Occurrence $2,000,000 General Aggregate $1,000,000 Products/Completed Operations Aggregate $1,000,000 Personal & Advertising Injury

  • Consolidated Total Liabilities All liabilities of the Borrower and its Subsidiaries determined on a consolidated basis in accordance with generally accepted accounting principles and all Indebtedness of the Borrower and its Subsidiaries, whether or not so classified.

  • Excess/Umbrella Liability Excess/umbrella liability insurance may be included to meet minimum requirements. Umbrella coverage must indicate the existing underlying insurance coverage.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!