ESI and Buyer Liability Sample Clauses

ESI and Buyer Liability. Seller expressly acknowledges and agrees that, notwithstanding anything to the contrary in this Agreement or elsewhere, ESI is entering into, and is a party to, this Agreement strictly as agent for Buyer, and shall have no liability of any kind hereunder or in relation to this Transaction except in respect of any breach of its representation in Section [15.6]. [only if multiple Buyers] Seller expressly acknowledges and agrees that, notwithstanding anything to the contrary in this Agreement or elsewhere, (a) ESI is entering into, and is a party to, this Transaction strictly as agent for Buyers, and shall have no liability of any kind hereunder, except for any breach of its representation in Section [15.6]); (b) the liability of Buyers hereunder, whether in respect of a default or otherwise, shall be allocated among Buyers as provided below; and (c) in respect of any Buyers’ liability hereunder, the liability of Buyers shall be several and not joint and neither Seller nor any indemnitee hereunder may seek or recover from any Buyer in excess of such Buyer’s allocated share of liability. The allocation of liability among Buyers for all obligations of Buyers under this Transaction shall be made by ESI pursuant to either (i) [if all five Entergy Operating Companies are Buyers] the “Responsibility Ratio” (as defined and set forth in the System Agreement ) calculated under the System Agreement [or (if Entergy New Orleans is not a Buyer and the four other Entergy Operating Companies are Buyers] the load responsibility ratio calculated without considering the load share of Entergy New Orleans, Inc. or (ii) another allocation method determined by ESI in its sole and absolute discretion (such allocation methods being hereinafter referred to as the “Allocation Ratio”). ”). On the EffectiveTransaction Date, the Allocation Ratio for each Buyer shall be the Responsibility Ratio for such Buyer as determined under the System Agreement, as calculated after excluding Entergy New Orleans, Inc. as one of the Entergy Operating Companies [specify methodology] (the “Initial Allocation Ratio”). ESI shall be permitted to change the Initial Allocation Ratio for one or more Buyers at any time after the Effective Date and prior to the date that is ninety (90) days after the Effective Date (such date being the “Allocation Cutoff Date”). The Parties acknowledge that the Allocation Ratio may change after the Allocation Cutoff Date. If at any time after the Allocation Cutoff Date there is ...
Sample 1
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ESI and Buyer Liability. SELLER EXPRESSLY ACKNOWLEDGES AND AGREES THAT, NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR ELSEWHERE, ESI IS ENTERING INTO, AND IS A PARTY TO, THIS AGREEMENT STRICTLY AS AGENT FOR BUYER, AND SHALL HAVE NO LIABILITY OF ANY KIND HEREUNDER OR IN RELATION TO ANY OF THE TRANSACTIONS OR ACTIVITIES CONTEMPLATED HEREUNDER EXCEPT IN RESPECT OF ANY BREACH OF ITS REPRESENTATION IN SECTION 10.2.
Sample 1
ESI and Buyer Liability. Entergy Services, Inc., is entering into, and is a party to, this Transaction as agent for the Entergy Operating Companies, and shall have no liability hereunder. The liability of the Entergy Operating Companies hereunder, whether in respect of a default or otherwise, shall be several and not joint. The allocation of liability and responsibility among one or more of the Entergy Operating Companies for this Transaction under this Agreement and for all other obligations under this Agreement relating to this Transaction shall be made by ESI pursuant to either (a) the Responsibility Ratio (as defined in the System Agreement) set forth in the System Agreement or (b) another allocation method determined by ESI in its sole and absolute discretion (such allocation methods being hereinafter referred to as the “Allocation Ratio”). On the execution date of this Agreement, the Allocation Ratio for each Entergy Operating Company shall be the Responsibility Ratio for each Entergy Operating Company set forth in the System Agreement (the “Initial Allocation Ratio”). ESI shall be permitted to change the Initial Allocation Ratio for one or more Entergy Operating Companies at any time after the execution of this Agreement and prior to the date that is ninety (90) days after the execution of this Agreement (such date being the “Allocation Cutoff Date”). If at any time after the Allocation Cutoff Date there is a cumulative change in the applicable Allocation Ratio allocated to any one or more of the Entergy Operating Companies in an amount greater than three (3) percentage points (“Ratio Adjustment Event”) from the Allocation Ratio in effect as of the Allocation Cutoff Date or, if applicable, from the Allocation Ratio in effect immediately after the last Ratio Adjustment Event, then ESI shall promptly notify Seller of such Ratio Adjustment Event and the Parties shall, if necessary, execute a new Master Cover Sheet or amend the existing Master Cover Sheet reflecting such Ratio Adjustment Event, credit terms and such other terms and conditions therein satisfactory to each of the Parties in their respective commercially reasonable discretion. ESI shall notify Seller of any changes to the Allocation Ratio for any applicable Entergy Operating Company.
Sample 1

Related to ESI and Buyer Liability

  • Cyber Liability identity theft insurance with a combined limit of Two Million Dollars ($2,000,000) per claim and Two Million Dollars ($2,000,000) general aggregate;

  • Member Liability You are responsible for all EFT transactions you authorize. If you permit someone else to use an EFT service, your card or your access code, you are responsible for any transactions they authorize or conduct on any of your accounts. TELL US AT ONCE if you believe your card or access code has been lost or stolen, if you believe someone has used your card or access code or otherwise accessed your accounts without your authority, or if you believe that an electronic fund transfer has been made without your permission using information from your check. Telephoning is the best way of keeping your possible losses down. You could lose all the money in your account (plus your maximum overdraft). If a transaction was made with your card or card number without your permission and was either a Mastercard or Interlink transaction, you will have no liability for the transaction, unless you were grossly negligent in the handling of your account or card or access code. For all other EFT transactions, including ATM transactions or if you were grossly negligent in the handling of your account or card or access code, your liability for an unauthorized transaction is determined as follows. If you tell us within two (2) business days after you learn of the loss or theft of your card or access code, you can lose no more than $50.00 if someone used your card or access code without your permission. If you do NOT tell us within two (2) business days after you learn of the loss or theft of your card or access code and we can prove we could have stopped someone from using your card or access code without your permission if you had told us, you could lose as much as $500.00. Also, if your statement shows transfers that you did not make including those made by card, access code or other means, TELL US AT ONCE. If you do not tell us within 60 days after the statement was mailed or electronically sent to you, you may not get back any money lost after the 60 days if we can prove that we could have stopped someone from making the transfers if you had told us in time. If a good reason (such as a hospital stay) kept you from telling us, we will extend the time periods. If you believe your card or access code has been lost or stolen or that someone has transferred or may transfer money from your accounts without your permission, call: (000) 000-0000 Monday - Friday from 9 a.m. - 4 p.m. or write to: New York University Federal Credit Union 000 Xxxxxxxx, Xxxxx 000 New York, NY 10003 Fax: (000) 000-0000 You should also call the number or write to the address listed above if you believe a transfer has been made using the information from your check without your permission.

  • Seller’s Indemnification Except as otherwise stated in this Agreement, after recording, the Buyer shall accept the Property AS IS, WHERE IS, with all defects, latent or otherwise. Neither Seller nor their licensed real estate agent(s) or any other agent(s) of the Seller, shall be bound to any representation or warranty of any kind relating in any way to the Property or its condition, quality or quantity, except as specifically set forth in this Agreement or any property disclosure, which contains representations of the Seller only, and which is based upon the best of the Seller’s personal knowledge.

  • Intellectual Property Warranty and Indemnification Contractor represents and warrants that any materials or deliverables, including all Deliverable Materials, provided under this Contract are either original, or not encumbered, and do not infringe upon the copyright, trademark, patent or other intellectual property rights of any third party, or are in the public domain. If Deliverable Materials provided hereunder become the subject of a claim, suit or allegation of copyright, trademark or patent infringement, City shall have the right, in its sole discretion, to require Contractor to produce, at Contractor’s own expense, new non-infringing materials, deliverables or works as a means of remedying any claim of infringement in addition to any other remedy available to the City under law or equity. Contractor further agrees to indemnify, defend, and hold harmless the City, its officers, employees and agents from and against any and all claims, actions, costs, judgments or damages, of any type, alleging or threatening that any Deliverable Materials, supplies, equipment, services or works provided under this contract infringe the copyright, trademark, patent or other intellectual property or proprietary rights of any third party (Third Party Claim of Infringement). If a Third Party Claim of Infringement is threatened or made before Contractor receives payment under this Contract, City shall be entitled, upon written notice to Contractor, to withhold some or all of such payment.

  • Indemnification by Seller Seller shall, indemnify, defend, save and hold Purchaser, any assignee of Purchaser and their respective officers, directors, employees, agents and Affiliates (collectively, "Purchaser Indemnitees") harmless from and against all demands, claims, allegations, assertions, actions or causes of action, assessments, losses, damages, deficiencies, liabilities, costs and expenses (including reasonable legal fees, interest, penalties, and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing and whether or not any such demands, claims, allegations, etc., of third parties are meritorious; collectively, "Purchaser Damages") asserted against, imposed upon, resulting to, required to be paid by, or incurred by any Purchaser Indemnitees, directly or indirectly, in connection with, arising out of, which could result in, or which would not have occurred but for, a breach of any representation or warranty made by Seller in this Agreement, in any certificate or document furnished at Closing pursuant hereto by Seller or any Ancillary Agreement to which Seller is or is to become a party, a breach or nonfulfillment of any covenant or agreement made by any Seller in this Agreement or in any Ancillary Agreement to which Seller is or is to become a party, and any and all liabilities of Seller of any nature whatsoever, whether due or to become due, whether accrued, absolute, contingent or otherwise, existing on the Closing Date or arising out of any transaction entered into, or any state of facts existing, prior to the Closing Date, except for any Assumed Liability. To the extent any Purchaser Indemnitee is entitled to collect Purchaser Damages, Purchaser shall, at its option and subject to the terms of the Escrow Agreement, be entitled to withdraw sufficient funds from the Escrow Fund pursuant to the Escrow Agreement in lieu of payment directly from Seller, and to the extent the amount due any Purchaser Indemnitee exceeds the balance of the funds held under the Escrow Agreement, Purchaser shall be entitled to collect such balance owned to Purchaser Indemnitee directly from Seller.

  • Intellectual Property Indemnification Supplier agrees to defend, indemnify, and hold harmless DXC and its affiliates, subsidiaries, assigns, agents, subcontractors, distributors and customers (collectively “Indemnitees”) from and against all claims, losses, demands, fees, damages, liabilities, costs, expenses, obligations, causes of action, suits, or injuries, of any kind or nature, arising from: (i) any claim that Supplier’s Products or Services, or the use, sale or importation of them, infringes any intellectual property right. Without limiting the foregoing, Supplier will pay all costs, damages and expenses (including reasonable attorneys’ fees) incurred by DXC and/or its Indemnitees and will pay any award with respect to any such claim or agreed to in settlement of that claim.

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