Independent Claims Sample Clauses

Independent Claims. In the event that an SP Indemnified Party believes it is entitled to indemnification under this Section 11.2 by the Buyer and such Loss does not involve a third-party as contemplated by Section 11.2(d) above, then such SP Indemnified Party shall give prompt notice thereof to the Buyer in order to permit the Buyer time to evaluate the merits of such demand. Within thirty (30) calendar days after such notice, the Buyer shall pay such SP Indemnified Party or Parties such amounts demanded or object to such demand by delivering written notice thereof to Seller or to each SP Indemnified Party disclosed on the original notice. If the Buyer objects to such demand within the 30 day period set forth herein, such dispute shall be settled pursuant to Section 13.10 of this Agreement.
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Independent Claims. 1 and 8 see also id. at 32 (“EE-Reference provides ‘a broad review of electrical engineering design, analysis, and operational fundamentals.’” (citing Ex. 1009, Preface)).
Independent Claims. In the event that a Buyer Indemnified Party believes it is entitled to indemnification under this SECTION 11.1 by the Selling Parties and such Loss does not involve a third-party as contemplated by SECTION 11.1(D) above, then such Buyer Indemnified Party shall give prompt notice thereof to the Selling Parties in order to permit the Selling Parties time to evaluate the merits of such demand. If the Buyer has not received written notice of an objection to the payment of such amounts from the Selling Parties (a copy of which shall be sent by the Selling Parties to each Buyer Indemnified Party disclosed on the original notice) within thirty (30) calendar days after receipt of the Buyer Indemnified Party's notice, Buyer Indemnified Party or Parties may deduct such Loss from the Deferred Amount or, if the Deferred Amount has been depleted, the Selling Parties shall pay such Buyer Indemnified Party or Parties such amounts demanded. If the Selling Parties object to such indemnification demand within the 30 day period set forth herein, such dispute shall be settled pursuant to SECTION 13.10 of this Agreement.
Independent Claims. In the event that a Purchaser Indemnified Party believes it is entitled to indemnification under this Section 9.01 by Shareholder which does not involve a third-party as contemplated by Section 9.01(e) above, then such Purchaser Indemnified Party shall give prompt notice thereof to Shareholder, with a copy to the Escrow Agent, in order to permit Shareholder time to evaluate the merits of such demand. If the Escrow Agent has not received written notice of an objection to the payment of such amounts from Shareholder ("copy of which shall be sent by Shareholder to each Purchaser Indemnified Party disclosed on the original notice) 42 48 within thirty (30) calendar days after receipt of the Purchaser Indemnified Party's notice, then Shareholder shall be obligated to promptly pay and shall pay such amounts to such Purchaser Indemnified Party or Parties. If Shareholder objects to such indemnification demand within the 30 day period set forth herein, such dispute shall be settled pursuant to Section 9.04 of this Agreement.

Related to Independent Claims

  • Independent Parties For purposes of this Agreement, the Parties are independent contractors and neither may be considered an agent or an employee of the other. No joint venture, partnership or like relationship is created between the Parties by this Agreement.

  • Independent Consideration Contemporaneously with the execution and delivery of this Agreement, Buyer has paid to Seller as further consideration for this Agreement, in cash, the sum of One Hundred Dollars ($100.00) (the “Independent Consideration”), in addition to the Deposit and the Purchase Price and independent of any other consideration provided hereunder, which Independent Consideration is fully earned by Seller and is non-refundable under any circumstances.

  • Independent Contract Consideration Upon the Effective Date, Purchaser shall deliver to Seller a check in the amount of Fifty Dollars ($50) (the “Independent Contract Consideration”), which amount Seller and Purchaser hereby acknowledge and agree has been bargained for and agreed to as consideration for Seller’s execution and delivery of this Agreement. The Independent Contract Consideration is in addition to and independent of any other consideration or payment provided for in this Agreement, and is nonrefundable in all events.

  • Trustee's Good Faith Action, Expert Advice No Bond or Surety. The exercise by the Trustees of their powers hereunder shall be binding upon everyone interested in or dealing with the Trust. A Trustee shall be liable to the Trust and to any Shareholder solely for his or her own willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the office of Trustee, and shall not be liable for errors of judgment or mistakes of fact or law. The Trustees may take advice of counsel or other experts with respect to the meaning and operation of this Declaration of Trust, and shall be under no liability for any act or omission in accordance with such advice nor for failing to follow such advice. The Trustees shall not be required to give any bond as such, nor any surety if a bond is required.

  • Independent Managers Of the authorized number of Managers provided in Section 7.03 hereof, the Board shall at all times have at least two individuals who are Independent Managers (as defined in Section 7.16) who are acting as Managers. So long as any Securities are outstanding, this Section shall not be amended, altered or repealed without the written consent of 100% of the Board (including Independent Managers) with notice of such amendment provided promptly to each Rating Agency. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, and notwithstanding any duty otherwise existing at law or in equity, the Independent Managers shall consider only the interests of the Company, including its creditors, in acting or otherwise voting on the matters referred to in Section 5.02. Except for duties to the Company as set forth in the immediately preceding sentence (including duties to the Member and the Company’s creditors solely to the extent of their respective economic interests in the Company but excluding (i) all other interests of the Member, (ii) the interests of other Affiliates of the Company, and (iii) the interests of any group of Affiliates of which the Company is a part), the Independent Managers shall not have any fiduciary duties to the Member or any other Person bound by this Agreement; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. To the fullest extent permitted by law, including Section 18-1101(e) of the Act, an Independent Manager shall not be liable to the Company, the Member or any other Person bound by this Agreement for breach of contract or breach of duties (including fiduciary duties), unless the Independent Manager acted in bad faith or engaged in willful misconduct. No resignation or removal of an Independent Manager, and no appointment of a successor Independent Manager, shall be effective until such successor shall have executed a counterpart to this Agreement. In the event of a vacancy in the position of Independent Manager, the Member shall, as soon as practicable, appoint a successor Independent Manager. All right, power and authority of the Independent Managers shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement and the Independent Managers shall otherwise have no authority to bind the Company. No Independent Manager shall at any time serve as trustee in bankruptcy for any Affiliate of the Company.

  • Independent Activities 14.1 Except as expressly provided herein, each party shall have the free and unrestricted right to independently engage in and receive the full benefit of any and all business endeavours of any sort whatsoever, whether or not competitive with the endeavours contemplated herein without consulting the other or inviting or allowing the other to participate therein. No party shall be under any fiduciary or other duty to the other which will prevent it from engaging in or enjoying the benefits of competing endeavours within the general scope of the endeavours contemplated herein. The legal doctrines of "corporate opportunity" sometimes applied to persons engaged in a joint venture or having fiduciary status shall not apply in the case of any party. In particular, without limiting the foregoing, no party shall have any obligation to any other party as to: (a) any opportunity to acquire, explore and develop any mining property, interest or right presently owned by it or offered to it outside of the Property at any time; and (b) the erection of any mining plant, mill, smelter or refinery, whether or not such mining plant, mill, smelter or refinery treats ores or concentrates from the Property.

  • Independent Consultant 13.1 In the performance of work or services hereunder, Consultant shall be deemed an independent contractor, and any of its agents, employees, officers, or volunteers performing work required hereunder shall be deemed solely as employees of contractor or, where permitted, of its subcontractors. 13.2 Consultant and its agents, employees, officers, or volunteers shall not, by performing work pursuant to this Agreement, be deemed to be employees, agents, or servants of County and shall not be entitled to any of the privileges or benefits of County employment.

  • INDEPENDENT RELATIONSHIP This Agreement is not intended to constitute, create, give effect to or otherwise recognize a joint venture, partnership, or formal business organization, or agency agreement of any kind, and the rights and obligations of the Parties shall be only those expressly set forth herein.

  • INDEPENDENT PERSONAL SERVICES 1. Income derived by a resident of a Contracting State in respect of professional services or other activities of an independent character shall be taxable only in that State unless he has a fixed base regularly available to him in the other Contracting State for the purpose of performing his activities. If he has such a fixed base, the income may be taxed in the other State but only so much of it as is attributable to that fixed base. 2. The term “professional services” includes especially independent scientific, literary, artistic, educational or teaching activities as well as the independent activities of physicians, lawyers, engineers, architects, dentists and accountants.

  • Independent Contractor Status The Sub-Adviser shall for all purposes hereof be deemed to be an independent contractor and shall, unless otherwise provided or authorized, have no authority to act for or represent the Trust or the Adviser in any way or otherwise be deemed an agent of the Fund or the Adviser.

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