Inadvertent Omissions Sample Clauses

Inadvertent Omissions. Notwithstanding anything contained in these Articles, if it be found that some formality required by these Articles to be done has been inadvertently omitted or has not been carried out, such omission shall not invalidate any resolution, act, matter or thing which, but for such omission would have been valid, unless it is proved to the satisfaction of the Directors, or a majority of them, that such omission has directly prejudiced any member financially. The decision of the Directors shall be conclusive and final and shall be binding on all members.
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Inadvertent Omissions. In the event that a Party discovers after the Effective Date an inadvertent, good faith omission from its Schedule B or Schedule C, as applicable, such Party shall have the right to update the applicable Schedule hereunder, provided that such omission does not result in any material disadvantage to the other Party.
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Inadvertent Omissions. The Insured having intended to insure all Property Insured within the Geographical Limits in which the Insured is interested and it being the Insured’s belief that all such property is insured (for the avoidance of doubt, this Extension shall not apply where the Insured deliberately or recklessly omitted the property), if hereafter any such Property Insured shall be found to have been inadvertently omitted the Company will deem it to be insured within the terms of this Section as from the commencement of the Period of Insurance or from the date of the Insured’s interest in such property if erected or purchased after the commencement of the Period of Insurance; Provided that: The Limit of Indemnity under this Extension shall for the purpose of the Average Condition be added to the combined total of the sum of the Declared Value for Buildings and Machinery/Plant and the Limit of Indemnity for all other Property Insured. The insurance under this Extension shall not apply to Property Insured situate outside the Geographical Limits.
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Inadvertent Omissions. (a) If, during the Term, Biogen Idec identifies any methods, materials (including biological materials), know-how or other information (other than items governed by Section 2.10(b)) in existence and Controlled by Biogen Idec or its Controlled Affiliates as of the Effective Date (i) that were invented, used or generated prior to the Effective Date in connection with the identification, discovery or development of any Product or Service under, or any materials used in, the Anti-VLA1 Antibody Program, and (ii) which Biogen Idec, in its reasonable judgment, believes may be of value to Xxxxxxx’x advancement of Xxxxxxx’x development program for Products, such method, materials, know-how or other information shall be deemed to be, from the Effective Date, Biogen Idec Know-How notwithstanding the fact that such item was not listed on Exhibit 1.4 on the Effective Date. The Parties agree to promptly amend Exhibit 1.4 to correct any such omission. For the avoidance of doubt, this Section 2.10(a) shall not apply to any methods, materials (including biological materials), know-how or other information (other than any of the foregoing that have been included on Exhibit 1.4) that is no longer owned or Controlled by Biogen Idec or its Controlled Affiliates prior to the date upon which Biogen Idec becomes aware of the omission. (b) If, during the Term, Biogen Idec identifies any methods, materials (including biological materials), know-how or other information in existence and Controlled by Biogen Idec or its Controlled Affiliates as of the Effective Date that is necessary for the manufacture of the Existing Product (in the form existing on the Effective Date), such methods, materials, know-how and other information shall be deemed to be, from the Effective Date, Manufacturing Know-How notwithstanding the fact that such item was not listed on Exhibit 1.27 on the Effective Date. The Parties agree to promptly amend Exhibit 1.27 to correct any such omission. For the avoidance of doubt, this Section 2.10(b) shall not apply to any methods, materials (including biological materials), know-how or other information (other than any of the foregoing that have been included on Exhibit 1.27) that is no longer owned or Controlled by Biogen Idec or its Controlled Affiliates prior to the date upon which Biogen Idec becomes aware of the omission.
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Inadvertent Omissions. Visteon and VGTI have used good faith efforts to identify all Licensed Intellectual Property Rights and Owned Intellectual Property Rights to be transferred to the Company as required by the Contribution Agreement. To the extent any Licensed Intellectual Property Rights and Owned Intellectual Property Rights are discovered or identified at any time before or after the Closing Date which had they been discovered or identified prior to the date hereof would have been transferred to Company at Closing pursuant to the Contribution Agreement but are still in Visteon's or any of Visteon's Affiliates' possession, Visteon shall immediately transfer and promptly deliver them (or cause them to be delivered) to the Company or the appropriate Subsidiary of the Company according to the appropriate grant in the Appendices attached hereto. To Visteon's knowledge, the appendices and attachments hereto include all Licensed Intellectual Property Rights and Owned Intellectual Property Rights existing as of June 15, 2005 to be contributed to the Company. The parties agree that within 30 days after Closing, they will cooperate and identify all other Licensed Intellectual Property Rights and Owned Intellectual Property Rights to be contributed to the Company pursuant to this Agreement that are conceived, created, developed, or identified for contribution between June 15, 2005 and Closing. The parties agree that such Licensed Intellectual Property Rights and Owned Intellectual Property Rights will be added to the appropriate appendix herein. In the event that new circumstances exist at Closing that affect the original disposition of an asset pursuant to this Agreement, the parties will meet and mutually agree to the correct disposition of such asset.
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Inadvertent Omissions. (a) Visteon and VGTI have used good faith efforts to identify all Software to be transferred and licensed to the Company as required by the Contribution Agreement. To the extent any Software or other rights are discovered or identified at any time before or after the Closing Date which, pursuant to Article 2 or Article 3 hereof should have been transferred or licensed to Company but are still in Visteon's or any of Visteon's Affiliates' possession or not listed in the Schedules herein, Visteon shall immediately transfer and promptly deliver them (or cause them to be delivered) to the Company or include them in the appropriate Schedules hereto. (b) To Visteon's knowledge, the Schedules and attachments hereto include all Software existing as of June 15, 2005 to be contributed or licensed to the Company. The Parties agree that within ninety (90) days after Closing, they will cooperate and identify (i) any modifications or corrections necessary to the Schedules hereto, including, without limitation, changing the Schedule on which Software is listed, and (ii) all other Software to be contributed or licensed to the Company pursuant to this Agreement that is identified between June 15, 2005 and Closing. The Parties agree that such Software will be added to the appropriate Schedule herein. In the event that new circumstances exist at Closing that affect the contribution or license of Software pursuant to this Agreement, the Parties will meet and mutually agree to the appropriate treatment of such Software.
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Inadvertent Omissions for damage to property where: the Insured has notified the Company of its intention to insure all property in which it is interested and believes that all such property is insured; and such property is found to have been inadvertently omitted from such insurance. In respect of such property, the Company will deem it to be insured within the terms of this Policy subject to payment of premium on all such property as from the inception of this Policy (or from the date of the Insured’s interest in such property if it is constructed, erected or purchased after inception of this Policy), provided that as soon as the Insured is aware of such omission, it declares full details of the property to the Company. contribution with any cover granted by the Underlying Policy other than in respect of any excess over and above the sums insured, limits or cover applicable under such Underlying Policy.
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Inadvertent Omissions for damage to property where: ▪ the Insured has notified the Company of its intention to insure all property in which it is interested and believes that all such property is insured; and ▪ such property is found to have been inadvertently omitted from such insurance. In respect of such property, the Company will deem it to be insured within the terms of this Policy subject to payment of premium on all such property as from the inception of this Policy (or from the date of the Insured’s interest in such property if it is constructed, erected or purchased after inception of this Policy), provided that as soon as the Insured is aware of such omission, it declares full details of the property to the Company. Undamaged Tenants Improvements and Betterments the value of undamaged tenants improvements and betterments when the Insured’s lease is cancelled: ▪ by the lessor; and Replacement of Locks ▪ pursuant to a valid condition of the Insured’s lease, the costs incurred as a result of the necessary replacement or adjustment of locks at an Insured Location following: in consequence of damage to a building or general contents or tenants improvements and betterments. ▪ theft of keys; or ▪ loss of keys Theft Damage to Buildings anywhere within the Territorial Limit. for damage to buildings for which the Insured is liable (not otherwise insured by this Policy) caused by theft or attempted theft. Refrigerated Stock‌‌ for damage to refrigerated stock at the Insured Locations as a result of contamination, deterioration or putrefaction caused by: ▪ a change in temperature as a result of a) breakdown of or damage to the refrigerator b) non operation of any thermostatic or automatic controlling devices pertaining to the refrigerator c) accidental failure of the public supply of electricity ▪ action of refrigerant fumes escaping from the refrigerator The Company will also pay the costs reasonably incurred in the necessary transfer of refrigerated stock to an alternative cold store. Exhibitions, Fair or Trade Shows for damage to stock and general contents whilst at any exhibition, fair or trade show including transit to and from such exhibitions, fairs, tradeshows and Insured locations. This extension does not cover theft of mobile communication property while left unattended. Property at Unspecified Locations for damage to stock and general contents (for which values are shown in the Specification) whilst at any locations not shown in the Specification. This extension does no...
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Related to Inadvertent Omissions

  • Delays or Omissions No delay or omission to exercise any right, power or remedy accruing to any party under this Agreement, upon any breach or default of any other party under this Agreement, shall impair any such right, power or remedy of such non-breaching or non-defaulting party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.

  • Omissions In the event that either party hereto discovers any material omission in the provisions of this Contract which such party believes is essential to the successful performance of this Contract, said party may so inform the other party in writing, and the parties hereto shall thereafter promptly negotiate in good faith with respect to such matters for the purpose of making such reasonable adjustments as may be necessary to perform the objectives of this Contract.

  • Acts or Omissions Vendor shall indemnify and hold harmless the State of Texas and Customers, AND/OR THEIR OFFICERS, AGENTS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES FROM ANY AND ALL LIABILITY, ACTIONS, CLAIMS, DEMANDS, OR SUITS, AND ALL RELATED COSTS, ATTORNEY FEES, AND EXPENSES arising out of, or resulting from any acts or omissions of the Vendor or its agents, employees, subcontractors, Order Fulfillers, or suppliers of subcontractors in the execution or performance of the Contract and any Purchase Orders issued under the Contract. THE DEFENSE SHALL BE COORDINATED BY VENDOR WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND VENDOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE ATTORNEY GENERAL. VENDOR AND THE CUSTOMER AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM.

  • Material Misstatements or Omissions Neither this Agreement nor any other document, certificate or statement furnished to Purchaser by or on behalf of Seller in connection with this Agreement contains any untrue statement of a material fact, or omits any material fact necessary to make the statements contained herein or therein not misleading in light of the context in which they were made.

  • Liability for Acts or Omissions of Third Parties Neither BellSouth nor Mpower shall be liable for any act or omission of another telecommunications company providing a portion of the services provided under this Agreement.

  • Errors/Omissions The Engineer shall make revisions to the work authorized in this contract which are necessary to correct errors or omissions appearing therein, when required to do so by the State. No additional compensation shall be paid for this work.

  • No Material Misstatements or Omissions At each time of effectiveness, at the date hereof, at the Closing Date, and at each Option Closing Date, if any, the Registration Statement and any post-effective amendment thereto complied or will comply in all material respects with the requirements of the Securities Act and the Rules and Regulations and did not, does not, and will not, as the case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Time of Sale Disclosure Package (as defined below) as of the date hereof and at the Closing Date and on each Option Closing Date, any roadshow or investor presentations delivered to and approved by the Underwriter for use in connection with the marketing of the offering of the Securities (the “Marketing Materials”), if any, and the Final Prospectus, as amended or supplemented, as of its date, at the time of filing pursuant to Rule 424(b) under the Securities Act, at the Closing Date, and at each Option Closing Date, if any, did not, does not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences shall not apply to statements in or omissions from the Registration Statement, the Time of Sale Disclosure Package or any Prospectus in reliance upon, and in conformity with, written information furnished to the Company by the Underwriter specifically for use in the preparation thereof, which written information is described in Section 7(f). The Registration Statement contains all exhibits and schedules required to be filed by the Securities Act or the Rules and Regulations. No order preventing or suspending the effectiveness or use of the Registration Statement or any Prospectus is in effect and no proceedings for such purpose have been instituted or are pending, or, to the knowledge of the Company, are contemplated or threatened by the Commission.

  • CONTRACTOR BREACH, ERRORS AND OMISSIONS Any breach of the terms of this contract, or material errors and omissions in the work product of the contractor must be corrected by the contractor at no cost to the State, and a contractor may be liable for the State's costs and other damages resulting from errors or deficiencies in its performance.

  • Professional Liability (Errors & Omissions Insurance with limits of not less than $1,000,000 each occurrence, $2,000,000 aggregate. Such insurance will cover all professional services rendered by or on behalf of PROVIDER and its subcontractors under this Agreement. Renewal policies written on a claims-made basis will maintain the same retroactive date as in effect at the inception of this Agreement. If coverage is written on a claims-made basis, PROVIDER agrees to purchase an Extended Reporting Period Endorsement, effective for two (2) full years after the expiration or cancellation of the policy. No professional liability policy written on an occurrence form will include a sunset or similar clause that limits coverage unless such clause provides coverage for at least three (2) years after the expiration of cancellation of this Agreement.

  • Delays or Omissions; Waivers No failure on the part of either Party to exercise any power, right, privilege or remedy under this Agreement, and no delay on the part of either Party in exercising any power, right, privilege or remedy under this Agreement, shall operate as a waiver of such power, right, privilege or remedy; and no single or partial exercise or waiver of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy. No Party shall be deemed to have waived any claim arising out of this Agreement, or any power, right, privilege or remedy under this Agreement, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of such Party; and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given.

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