Essential Basis of the Bargain Sample Clauses

Essential Basis of the Bargain. Customer acknowledges that Xxxx has set its Product prices and entered into the Agreement in reliance upon the limitations and exclusions of liability, the disclaimers of warranties, and Customer’s indemnity obligations set forth herein, that the same form an essential basis of the bargain between the Parties, and THAT THE CONSIDERATION WOULD BE HIGHER IF XXXX WERE REQUIRED TO BEAR LIABILITY IN EXCESS OF THAT STATED HEREIN.
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Essential Basis of the Bargain. Customer acknowledges that Merz has set its Product prices and entered into the Agreement in reliance upon the limitations and exclusions of liability, the disclaimers of warranties, and Customer’s indemnity obligations set forth herein, that the same form an essential basis of the bargain between the Parties, and THAT THE CONSIDERATION WOULD BE HIGHER IF MERZ WERE REQUIRED TO BEAR LIABILITY IN EXCESS OF THAT STATED HEREIN.
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Essential Basis of the Bargain. The Parties acknowledge and agree that the disclaimers, exclusions, and limitations of liability set forth in this Article 12 form an essential basis of this Agreement and that, absent any of such disclaimers, exclusions, or limitations of liability, the terms of this Agreement, including but not limited to the economic terms, would be substantially different.
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Essential Basis of the Bargain. The disclaimers, exclusions and limitations of liability set forth in this Agreement form an essential basis of the bargain between the Parties, and, absent any of such disclaimers, exclusions or limitations of liability, the provisions of this Agreement, including, without limitation, the economic terms, would be substantially different.
Sample 1

Related to Essential Basis of the Bargain

  • Basis of the Bargain The parties agree that the limitations of liability set forth in this section shall survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy. The parties acknowledge that the prices have been set and the Agreement entered into in reliance upon these limitations of liability and that all such limitations form an essential basis of the bargain between the parties.

  • Basis of Bargain The Limited Warranty and Disclaimer and Limited Liability set forth above are fundamental elements of the basis of the agreement between PremiumSoft and you. PremiumSoft would not be able to provide the Software on an economic basis without such limitations. Such Limited Warranty and Disclaimer and Limited Liability inure to the benefit of PremiumSoft's licensors.

  • Essential 5.1.1 Registration with the Australian Health Practitioner Regulation Agency (AHPRA) relevant to the necessary scope of practice; and 5.1.2 Prior experience in a relevant specialty discipline of nursing if required.

  • ESSENTIAL TERMS The Contractor acknowledges and agrees that each of the provisions in Articles 30 to 36 hereof constitutes an essential term of the Contract and that any breach of any of these provisions shall entitle UNDP to terminate the Contract or any other contract with UNDP immediately upon notice to the Contractor, without any liability for termination charges or any other liability of any kind. In addition, nothing herein shall limit the right of UNDP to refer any alleged breach of the said essential terms to the relevant national authorities for appropriate legal action.

  • BASIS OF CONTRACT 1.1. The Order constitutes Buyer’s offer to Seller to purchase the Goods and/or Services and upon its acceptance by Seller the Contract shall be formed. Acceptance by Seller shall be deemed to occur on the earlier of Seller issuing a written acknowledgement of the Order or Seller doing an act consistent with fulfilling the Order. Any terms whatsoever that may be proposed by Seller in accepting Buyer's Order (including any terms which Seller purports to apply in conjunction with an acknowledgement or confirmation of the Order, a quotation, a specification, a delivery note, invoice or similar document) shall be void and of no effect unless expressly agreed by Buyer in writing. 1.2. In the event of any inconsistency or conflict between these T&Cs and the Order, the terms of the Order will prevail.

  • Basis of Award The Office of Management and Budget, Government Support Services will award this contract in accordance with Title 16, Subsection 9605, Delaware Code.

  • Essential Personnel For a period of one year commencing on the effective date of this Agreement, the Adviser and the Fund agree that the retention of (i) the chief executive officer, president, chief financial officer and secretary of the Adviser and (ii) each director, officer and employee of the Adviser or any of its Affiliates (as defined in the Investment Company Act of 1940, as amended (the "1940 Act")) who serves as an officer of the Fund (each person referred to in (i) or (ii) hereinafter being referred to as an "Essential Person"), in his or her current capacities, is in the best interest of the Fund and the Fund's shareholders. In connection with the Adviser's acceptance of employment hereunder, the Adviser hereby agrees and covenants for itself and on behalf of its Affiliates that neither the Adviser nor any of its Affiliates shall make any material or significant personnel changes or replace or seek to replace any Essential Person or cause to be replaced any Essential Person, in each case without first informing the Board of Trustees of the Fund in a timely manner. In Addition, neither the Adviser nor any Affiliate of the Adviser shall change or seek to change or cause to be changed, in any material respect, the duties and responsibilities of any Essential Person, in each case without first informing the Board of Trustees of the Fund in a timely manner.

  • Basis of Agreement Subject to the terms and conditions herein provided, during the period of this Agreement, the Managers shall carry out Management Services in respect of the Vessel as agents for and on behalf of the Owners. The Managers shall have authority to take such actions as they may from time to time in their absolute discretion consider to be necessary to enable them to perform this Agreement in accordance with sound ship management practice.

  • Employability Executive acknowledges (i) that Executive has sufficient abilities and talents to be able to obtain, upon the termination of Executive’s employment, comparable employment from another business while fully honoring and complying with the above covenants concerning confidential information and contacts with the Company’s or any of its Affiliates’ customers or employees, and (ii) the importance to the Company and its Affiliates of the above covenants. Accordingly, for a period of one (1) year following the termination of Executive’s employment with the Company and upon the Company’s reasonable request of Executive, Executive shall advise the Company of the identity of Executive’s new employer and shall provide a general description, in reasonable detail, of Executive’s new duties and responsibilities sufficient to inform the Company of its need to request a court order to enforce the above covenants.

  • Basis of Compensation The Owner shall compensate the Architect/Engineer for the services provided in accordance with Article 7. Payments to the Architect/Engineer shall be as follows: