INDEMNIFICATION FOR BREACH OF WARRANTIES Sample Clauses

INDEMNIFICATION FOR BREACH OF WARRANTIES. Seller shall indemnify Buyer against all losses, damages and costs (including attorney fees and court costs) relating to any warranty made by Seller in this Agreement which is false, misleading, incomplete or inaccurate (either on the date of this Agreement or at the time of Closing). If at any time prior to Closing Buyer determines that any warranty made by Seller in this Agreement is incorrect, incomplete or misleading, then Buyer shall advise Seller of that fact and Seller shall provide to Buyer in writing whatever other information shall be necessary to cause that warranty to be correct, complete and not misleading.
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INDEMNIFICATION FOR BREACH OF WARRANTIES. Xxxxxxxxxxxx and Seller shall indemnify Buyer against all losses, damages and costs (including attorney fees and court costs) relating to any warranty made by Seller in this Agreement which is materially false, misleading, incomplete or inaccurate (either on the date of this Agreement or at the time of Closing) so as to have a material adverse effect on the value of Seller's Business. If at any time prior to Closing Seller determines that any warranty made by Seller in this Agreement is incorrect, incomplete or misleading, then Seller shall advise Buyer of that fact and shall provide to Buyer in writing whatever other information shall be necessary to cause that warranty to be correct, complete and not misleading. If any claim, action or proceeding is filed or brought against Buyer which is or may be subject to Seller's obligation to indemnify Buyer as set forth in this subparagraph, then Buyer shall promptly give Seller written notice of that claim, and Seller thereafter shall have the option to defend that claim at Seller's expense using attorneys selected by Seller. If Seller subsequently fails to pay that claim or dispute that obligation or liability, and if Buyer subsequently is required to pay that claim, then Xxxxxxxxxxxx and Seller shall have joint and several liability to reimburse, indemnify and hold harmless Buyer with respect to that claim, obligation or liability.
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INDEMNIFICATION FOR BREACH OF WARRANTIES. The parties shall indemnify and hold the other harmless from and against all losses, damages and costs (including attorney fees and court costs) relating to any breach of warranty made by that party in this Agreement (either on the date of this Agreement or at the time of Closing).
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INDEMNIFICATION FOR BREACH OF WARRANTIES. Shell agrees to indemnify and hold harmless SIMSCI, its affiliates, customers and its and their end users, from any third party claim, suit or proceeding ("Claim") against them based on Shell's breach of any of the warranties contained in Section 7.1 and Section 7.4 and any claim that the Programs, when used within the scope of the license granted in Section 2.1, infringe any patent, copyright, trade secret or other intellectual property right of any third party, and to pay any damages, settlement amounts and costs (including reasonable attorneys' fees and court costs) relating to such a Claim. Shell will pay only settlement amounts authorized by Shell and all costs, damages and attorneys' fees that a court finally awards. SIMSCI shall promptly provide to Shell notice of any Claim, and cooperate with and allow Shell to control the defense of any Claim and any settlement negotiations. SIMSCI may participate in the proceedings at its option and expense.
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INDEMNIFICATION FOR BREACH OF WARRANTIES. 8.1. With effect from the Closing, subject to the provisions of clauses 8.2., 8.3. and 8.4. below, each of the Sellers shall (with respect to such Seller's warranties only), indemnify and hold harmless each of the Sellers, from and against any losses or damages (including, without limitation, reasonable legal fees), arising out of or resulting from a material inaccuracy of any representation or warranty given by such Seller or Buyer (as the case may be) under this Agreement. 8.2. Not withstanding anything in this Agreement to the contrary, none of the Sellers shall be liable for any claims in respect of a breach of any warranty or representation unless: 8.2.1. the warranty or representation in respect of which the claim is made is one given by such Seller; 8.2.2. (save with respect to the warranties given under clauses 3.1.1 and 3.1.2 above), written particulars of the matters in respect of which such claim is made, specifying in detail the basis of such claim, the facts pertaining thereto or arising therefrom, the amount, or an estimate of the amount of the liability arising therefrom supported by documentary evidence, shall have been given to such Seller within a period of 1 (one) year from the Closing Date; it being recorded, for the removal of doubt, that upon the termination of such 1 (one) year period, all the warranties and representations (if any) given by such Seller (save for those referred to in clauses 3.1.1 and 3.1.2 above) shall expire and no longer be of any force or effect; 8.2.3. the amount of such claim shall exceed US $250,000 (two hundred and fifty thousand United States Dollars) and, if so, the amount recoverable in respect of such claim shall be reduced by the aforegoing amount of US $250,000 (two hundred and fifty thousand United States Dollars). 8.3. The maximum liability of any Seller in respect of the warranties and representations given by such Seller shall not exceed the amount received by such Seller from the Buyer in consideration for such Seller's Sale Shares pursuant to this Agreement. 8.4. Without derogating from the provisions of clause 8.3 above (and as an additional limit) the maximum liability of each of X. Xxxxx or X. Xxxxx in respect of a material inaccuracy of any representation or warranty given by such Seller to the Buyer pursuant to clauses 3.4.1, 3.4.2 or 3.4.3 above, shall not exceed that percentage of the losses or damages (including, without limitation, reasonable legal fees) of the Buyer arising out of or in ...
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INDEMNIFICATION FOR BREACH OF WARRANTIES. Buyer shall indemnify Seller against all losses, damages and costs (including attorney fees and court costs) relating to any warranty made by Buyer in this Agreement which is false, misleading, incomplete or inaccurate (either on the date of this Agreement or at the time of Closing).
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INDEMNIFICATION FOR BREACH OF WARRANTIES. If a claim is made or an action brought resulting from any breach of the foregoing representations, warranties or covenants, Consultant will indemnify OnePak and hold it harmless against such claim or action and resulting costs, damages and attorneys fees, provided that (i) OnePak promptly notifies Consultant in writing of the claim, and (ii) Consulting Services Agreement Rev. 2/22/07 4 Consultant has sole control of the defense and all related settlement negotiations, although OnePak may be represented by separate counsel at its own expense. If any Work Product, or the use or operation thereof, becomes, or in Consultant’s opinion is likely to become, the subject of such a claim, Consultant may at its expense either procure the right for OnePak to continue using the Work Product or, at its option, replace or modify the same without cost to OnePak so that it becomes non-infringing (provided such replacement or modification does not materially adversely affect OnePak’s intended use of the Work Product as contemplated hereunder). If neither of the foregoing alternatives is available, OnePak will return the Work Product on written request by Consultant and Consultant will credit or (at OnePak’s option) refund to OnePak all fees paid for such Work Product. The indemnity obligations of the parties under this Paragraph 13 shall be binding upon and inure to the benefit of any successors, assigns, heirs, and personal representatives of OnePak, the Consultant, and any other such persons or entities mentioned hereinabove.
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INDEMNIFICATION FOR BREACH OF WARRANTIES. Shell agrees to indemnify and hold harmless SIMSCI, its affiliates, customers and its and their end users, from any third party claim, suit or proceeding ("Claim") against them based on Shell's breach of the warranties contained in Section 7.1 and to pay any damages, settlement amounts and costs (including reasonable attorneys' fees and court costs) relating to such a Claim. Shell will only pay settlement amounts authorized by Shell and all costs, damages and attorneys' fees that a court finally awards. SIMSCI shall promptly provide to Shell notice of any Claim, and cooperate with and allow Shell to control the defense of any Claim and any settlement negotiations. SIMSCI may participate in the proceedings at its option and expense.
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INDEMNIFICATION FOR BREACH OF WARRANTIES. Seller (and Xxxxxxx, in the case of the warranty made in subparagraph 13(h)) shall indemnity Buyer against all losses, damages and costs (including attorney fees and court costs) relating to any warranty made by Seller (and Xxxxxxx, in the case of the warranty made in subparagraph 13(h)) in this Agreement which is false, misleading, incomplete or inaccurate (either on the date of this Agreement or at the time of Closing). If at any time prior to Closing Seller determines that any warranty made by Seller in this Agreement is incorrect, incomplete or misleading, then Seller shall advise Buyer of that fact and shall provide to Buyer in writing whatever other information shall be necessary to cause that warranty to be correct, complete and not misleading.
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Related to INDEMNIFICATION FOR BREACH OF WARRANTIES

  • REMEDY FOR BREACH OF WARRANTY 3.1. Subject to the exclusions and limitations set out above, if the Product fails to comply with the Limited Warranty in clauses 1.2 or 1.3, BYD will repair or replace the non-conforming Product or parts thereof within the warranty term at no charge (or provide a partial refund) on the following conditions. 3.2. Whether to repair or replace the Product will be determined by BYD in its sole discretion. 3.3. The Product or any of its parts to be replaced will have the same performance and reliability as the original Product. If the Production of the relevant type of the Product or any of its parts has been discontinued, withdrawn from the market, or are otherwise unavailable, BYD may replace the Product or parts with a similar Product or part (which may include previously used parts that are equivalent to new in performance and reliability). 3.4. If BYD does not repair or replace the defective Product or parts, BYD will refund You an amount of money calculated as follows: a) If the Product fails to comply with the Limited Performance Warranty in clause 1.3, BYD may calculate the refund using one of the two refund formulas below: i) Refund = maximum claim amount* x (warranted Minimum Throughput Energy - output energy of the Product recorded in the control module of the Product)/ warranted Minimum Throughput Energy; or ii) Refund = maximum claim amount* x (warranted remaining Useable Energy - remaining Useable Energy)/ warranted Usable Energy; and b) If the Product cannot be operated, BYD will calculate the refund as follows: Refund = (maximum claim amount*/120) x (120 - number of months since Warranty Start Date). *The maximum claim amount is the market value of the Product (or an equivalent Product) determined by BYD if it were purchased new with no defects. 3.5. The remedies as set out above are the sole and exclusive obligations of BYD to You under this Limited Warranty, and BYD will have no other liability to You if the Product fails to comply with the Limited Warranty.

  • Breach of Warranties In the event of any breach, or reasonably anticipated breach, of any of the foregoing warranties, in addition to any other remedies available at law or in equity, Exodus will have the right immediately, in Exodus' sole discretion, to suspend any related Internet Data Center Services if deemed reasonably necessary by Exodus to prevent any harm to Exodus and its business.

  • Liability for Breach of Agreement Upon the effectiveness of this Agreement, the Parties hereto shall perform their respective obligations under the Agreement. Any failure to perform the obligations stipulated in the Agreement, in part or in whole, shall be deemed as breach of contract and the breaching party shall compensate the non-breaching party for the loss incurred as a result of the breach.

  • Liability for Breach of Contract 1. Party A and Party B shall strictly perform the terms stipulated in the agreement. If one party breaches the contract, the breaching party shall bear the liability for breach of contract according to the contract. 2. If the product is delivered by Party A to Party B and Party B fails to raise any objection to the product quality within the acceptance period, Party B shall not apply for return or replacement; If the product quality problems caused by Party B due to Party B's reasons or the intervention of a third party, which are not caused by the product itself, and caused by Party B's failure to raise any objection within the time limit since the date of acceptance, Party A can repair and rework the products, and Party B shall bear the rework service fee, material fee, processing fee, labor wages and other expenses incurred by Party A; 3. If the payment is not made in advance and then delivered, the ownership of the goods stipulated in this agreement still belongs to Party A before Party B pays off the payment, and Party A has the right to take back the goods at any time. Meanwhile, before this, Party B shall properly keep the goods and ensure that they are intact. If there is any damage, Party B shall compensate Party A according to the price of the goods agreed in the agreement. If the amount is not enough to make up for the losses, it shall also compensate Party A for all losses. 4. If Party B violates the agreement or refuses to perform the cooperation content during the cooperation period of this agreement, and refuses to perform or even withdraws from the cooperation after being urged by Party A, Party A has the right not to return the initial fee paid by Party B as a security deposit; At the same time, Party B shall cooperate with Party A to return all cooperation materials such as cooperation project materials and trademark product authorization documents, and compensate all economic losses suffered by Party A; 5. If Party B violates this agreement and causes losses to Party A, all expenses (including but not limited to attorney fees, legal fees, arbitration fees, announcement fees, preservation fees, guarantee fees, appraisal fees and auction evaluation fees) incurred by Party A for safeguarding its own legitimate rights and interests shall be borne by Party B; 6. If Party B cancels or changes the order without authorization, it shall pay 20% of the order price as liquidated damages and compensate Party A for all losses such as stocking, labor and profit.

  • Liabilities for Breach of Contract 11.1 The Parties agree and acknowledge that, if any Party (“Defaulting Party”) is materially in breach of any provision of this Agreement, or materially fails to perform or delays in performing any of its obligations hereunder, such breach, failure or delay shall constitute a default hereunder (the “Default”), and the non-defaulting Party shall be entitled to demand the Defaulting Party to rectify such Default or take remedial actions within a reasonable period of time. If the Defaulting Party fails to rectify such Default or take remedial actions within such reasonable period of time or ten (10) days from the receipt of the written notice from the non-defaulting Party requiring such rectification, the non-defaulting Party shall be entitled to make a decision at its sole discretion: 11.1.1 the WFOE shall be entitled to terminate this Agreement and claim from the Defaulting Party for damages if the Defaulting Party is any of the Existing Shareholders or the Company; 11.1.2 the non-defaulting Party shall be entitled to claim from the Defaulting Party for damages if the Defaulting party is the WFOE, provided that under no circumstances shall the Non-defaulting Party be entitled to terminate or rescind this Agreement unless otherwise provided by laws. 11.2 Notwithstanding anything to the contrary in this Agreement, this Article shall survive the termination of this Agreement.

  • Breach of Warranty Any representation or warranty made at any time by any of the Loan Parties herein or by any of the Loan Parties in any other Loan Document, or in any certificate, other instrument or statement furnished pursuant to the provisions hereof or thereof, shall prove to have been false or misleading in any material respect as of the time it was made or furnished;

  • Remedies for Breach of Representations and Warranties It is understood and agreed that the representations and warranties set forth in Subsections 9.01 and 9.02 shall survive the sale of the Mortgage Loans to the Purchaser and shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination or failure to examine any Mortgage File. With respect to any representation or warranty contained in Subsections 9.01 or 9.02 hereof that is made to the Seller's knowledge, if it is discovered by the Purchaser that the substance of such representation and warranty was inaccurate as of the related Closing Date and such inaccuracy materially and adversely affects the value of the related Mortgage Loan, then notwithstanding the Seller's lack of knowledge with respect to the inaccuracy at the time the representation or warranty was made, such inaccuracy shall be deemed a breach of the applicable representation or warranty. Upon discovery by either the Seller or the Purchaser of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other relevant parties. Within sixty (60) days after the earlier of either discovery by or notice to the Seller of any breach of a representation or warranty, which materially and adversely affects the value of the Mortgage Loans or the interest of the Purchaser therein (or which materially and adversely affects the value of the applicable Mortgage Loan or the interest of the Purchaser therein in the case of a representation and warranty relating to a particular Mortgage Loan), the Seller shall use its best efforts promptly to cure such breach in all material respects and, if such breach cannot be cured, the Seller shall, at the Purchaser's option, repurchase such Mortgage Loan or Mortgage Loans at the Repurchase Price. Notwithstanding the above sentence, (i) within sixty (60) days after the earlier of either discovery by, or notice to, the Seller of any breach of the representation and warranty set forth in clause (vv) of Subsection 9.02, the Seller shall repurchase such Mortgage Loan at the Repurchase Price and (ii) any breach of a Deemed Material and Adverse Representation shall automatically be deemed to materially and adversely affects the value of the Mortgage Loans or the interest of the Purchaser therein. In the event that a breach shall involve any representation or warranty set forth in Subsection 9.01, and such breach cannot be cured within 60 days of the earlier of either discovery by or notice to the Seller of such breach, all of the Mortgage Loans affected by such breach shall, at the Purchaser's option, be repurchased by the Seller at the Repurchase Price. However, if the breach shall involve a representation or warranty set forth in Subsection 9.02 (except as provided in the second sentence of this paragraph with respect to certain breaches for which no substitution is permitted) and the Seller discovers or receives notice of any such breach within 120 days of the related Closing Date, the Seller shall, at the Purchaser's option and provided that the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase the Mortgage Loan as provided above, remove such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan or Qualified Substitute Mortgage Loans, provided, however, that any such substitution shall be effected within such one hundred twenty (120) days after the related Closing Date. If the Seller has no Qualified Substitute Mortgage Loan, it shall repurchase the deficient Mortgage Loan at the Repurchase Price. Any repurchase of a Mortgage Loan pursuant to the foregoing provisions of this Subsection 9.03 shall occur on a date designated by the Purchaser, and acceptable to Seller, and shall be accomplished by either (a) if the Interim Servicing Agreement has been entered into and is in effect, deposit in the Custodial Account of the amount of the Repurchase Price for distribution to the Purchaser on the next scheduled Remittance Date, after deducting therefrom any amount received in respect of such repurchased Mortgage Loan or Loans and being held in the Custodial Account for future distribution or (b) if the Interim Servicing Agreement has not been entered into or is no longer in effect, by direct remittance of the Repurchase Price to the Purchaser or its designee in accordance with the Purchaser's instructions. At the time of repurchase of any deficient Mortgage Loan (or removal of any Deleted Mortgage Loan), the Purchaser and the Seller shall arrange for the reassignment of the repurchased Mortgage Loan (or Deleted Mortgage Loan) to the Seller or its designee and the delivery to the Seller of any documents held by the Custodian relating to the repurchased Mortgage Loan (or Deleted Mortgage Loan). In the event of a repurchase or substitution, the Seller shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase or substitution has taken place, amend the Mortgage Loan Schedule to reflect the withdrawal of the Deleted Mortgage Loan from this Agreement, and, in the case of substitution, identify a Qualified Substitute Mortgage Loan and amend the related Mortgage Loan Schedule to reflect the addition of such Qualified Substitute Mortgage Loan to this Agreement. In connection with any such substitution, the Seller shall be deemed to have made as to such Qualified Substitute Mortgage Loan the representations and warranties set forth in this Agreement except that all such representations and warranties set forth in this Agreement shall be deemed made as of the date of such substitution. The Seller shall effect such substitution by delivering to the Custodian or to such other party as the Purchaser may designate in writing for such Qualified Substitute Mortgage Loan the documents required by Subsection 6.03 and the Custodial Agreement, with the Mortgage Note endorsed as required by Subsection 6.03 and the Custodial Agreement. No substitution will be made in any calendar month after the Determination Date for such month. The Seller shall cause the Interim Servicer to remit directly to the Purchaser, or its designee in accordance with the Purchaser's instructions the Monthly Payment less the Servicing Fee due, if any, on such Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution shall be retained by the Seller. For the month of substitution, distributions to the Purchaser shall include the Monthly Payment due on any Deleted Mortgage Loan in the month of substitution, and the Seller shall

  • No Misrepresentation or Breach of Covenants and Warranties (a) There shall have been no material breach by any ACME Entity in the performance of any of its respective covenants and agreements contained herein. (b) Each of the representations and warranties of the ACME Entities contained or referred to herein that is not qualified as to materiality or Material Adverse Effect shall be true and correct in all material respects on the Closing Date as though made on the Closing Date (except to the extent that they expressly speak as of a specific date or time other than the Closing Date, in which case they need only have been true and correct in all material respects as of such specified date or time), and each of the representations and warranties of the ACME Entities contained or referred to herein that is qualified as to materiality or Material Adverse Effect shall be true and correct in all respects on the Closing Date as though made on the Closing Date, except in any case for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by Buyer. (c) The ACME Entities shall have delivered to Buyer certificates, dated as of the Closing Date, signed on behalf of each ACME Entity by its respective President or any Vice President, certifying that the conditions described in subsections (a) and (b) above have been satisfied.

  • Breach of Representations or Warranties Any representation or warranty made by the Borrower to the Lenders or the Administrative Agent under this Agreement, or any certificate or information delivered in connection with this Agreement, shall be false in any material respect when made or deemed made.

  • Breach of Confidentiality Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations hereunder, that any such breach will likely result in irreparable harm, and therefore, that upon any breach or threatened breach of the confidentiality obligations, the Court shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at law. INDEMNIFICATION

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