Liability for Breaches Sample Clauses

Liability for Breaches. The Seller agrees to fully indemnify the Purchaser against any and all Damages incurred by the Purchaser, resulting from or being a consequence of: (A) any breach or inaccuracy of any of the Seller's Representations contained in this Agreement; or (B) any breach of any other covenant or obligation of the Seller contained in this Agreement.
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Liability for Breaches. Any liability arising in respect of any breach of the above representations, warranties and undertakings shall continue notwithstanding, and shall not be affected by, the completion of the purchase and issuance of the Shares or the termination of this Agreement.
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Liability for Breaches. 10.1.1. If and to the extent that a Seller is or the Sellers are liable for a Breach, the relevant Seller or the Sellers shall, on a pro rata part basis (calculated in reference to the part of the Purchase Price received by the Sellers as set out in the Notary Letter as set out in the Notary Letter) subject to the limitations set out in this Agreement (including this Clause 10), pay to the Purchaser the amount of the Loss incurred. 10.1.2. If and to the extent a Breach is capable of being remedied, no liability for such Breach shall exist to the extent the relevant Breach has been remedied during a period of forty (40) Business Days after the relevant Claim has been notified to the Sellers in accordance with Clause 10.2. 10.1.3. The provisions of this Clause 10 set forth the exclusive remedies of the Purchaser for a Breach and the Purchaser shall have no other rights vis-à-vis the Sellers, neither by contract nor by law. 10.1.4. Save to the extent this Agreement explicitly provides otherwise, each Seller is only liable for its own performance under this Agreement and shall not bear any liability for the performance or non-performance of any of the other Sellers. It is explicitly agreed that the Sellers shall not be liable for any obligation under this Agreement on a joint and several basis (hoofdelijk) and only on a pro rata part basis (calculated in reference to the part of the Purchase Price received by the Sellers as set out in the Notary Letter as set out in the Notary Letter).
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Liability for Breaches. Without limiting ADDC’s rights, if ADDC become liable to any third Person as a result of a breach by the Customer of the Agreement, customer must repay ADDC for the full amount of our liability and costs ADDC incur.
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Liability for Breaches. 10.1.1. If a breach of the Sellers' Warranties occurs, the Sellers shall, subject to the limitations set out in this Agreement (including this Clause 10), pay to the Purchaser the amount of the Loss involved. 10.1.2. If and to the extent a breach is capable of being remedied, no liability for such breach shall exist to the extent the relevant breach has been remedied during a period of twenty (20) Business Days after the relevant claim has been notified to the Sellers in accordance with Clause 10.2. 10.1.3. The provisions of this Clause 10 set forth the exclusive remedies of the Purchaser for a breach of the Sellers' Warranties and the Purchaser shall have no other rights vis-à-vis the Sellers, neither by contract nor by law. 10.1.4. Save to the extent this Agreement explicitly provides otherwise, each Seller is only liable for its own performance under this Agreement and shall not bear any liability for the performance or non-performance of any of the other Sellers. It is explicitly agreed that the Sellers shall not be liable for any obligation under this Agreement on a joint and several basis (hoofdelijk).
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Liability for Breaches. In the event of a Breach, the Seller shall pay to the Purchaser, or to any other person designated by the Purchaser, at the Purchaser's election (i) the amount necessary to place the Purchaser and each relevant Group Company in the position in which it would have been if the relevant Breach had not occurred or (ii) the actual amount of Damages suffered or incurred by the Purchaser or the Group Companies in respect of such Breach.
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Liability for Breaches. 15.1 Any Party in breach of the stipulation in the Contract shall bear liability to the other Party. 15.2 Should Lessee delay payment for fees for occupancy and use of the Leased Unit during the Renovation Period, Rent, Security Deposit, Property 30 <PAGE> Management Fees, Public Utilities Fees or any other fees to be paid hereunder, for each day overdue, Lessee shall pay to Lessor a delay of performance default penalty of 0.1% of the amount owed. Where the overdue exceeds 14 days, and Lessee still fails to pay within 7 days after Lessor serves Lessee with a written reminder notice, Lessor shall have the right to temporarily stop part or all energy supply or management services to the Leased Unit without notice until Lessee starts to perform the relevant payment obligations (during which period Lessee shall still pay rent and related fees according to this Contract), and Lessor shall not be liable to Lessee or any third party. In the event that Lessor is subject to claims by any third party, Lessor shall have the right to recover the losses from Lessee; where the overdue exceeds 30 days, Lessor shall have the right to terminate the Contract. In case Lessor terminates the Contract, Lessee shall still pay to Lessor the default penalty stipulated in Clause 16.2 below. 15.3 In case of a breach of Contract or situations not governed by the Contract or laws and regulations, where Lessor terminates the Contract and takes back the Leased Unit during the Lease Term (including the Renovation Period), Lessor shall return to Lessee double amount of the Security Deposit collected according to the provisions of the Contract, and return to Lessee Rent and all fees paid by the Lessee but not yet incurred. 15.4 In situations not governed by the Contract or laws and regulations, Lessee terminates the Lease without consent of Lessor during the Lease Term (including the Renovation Period), Lessor shall have the right to retain the Security Deposit paid by Lessee as part of the default penalty to be paid by Lessee for breach of contract and where the Security Deposit is not sufficient to cover the losses incurred by Lessor, Lessee shall be responsible for the difference. 15.5 Where Lessee renovates or adds ancillary facilities in the Leased Unit without obtaining the Lessor's written contain or the renovation or addition of ancillary facilities exceeds the scope and requirement of the Lessor's written consent, Lessor shall require Lessee to restore the Leased
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Liability for Breaches. In the event of a Breach, each Warrantor shall be liable to pay to Stellantis, or at the discretion of Stellantis, to any other person designated by Stellantis (including without limitations the Group Companies), the amount of damage (xxxxxx) calculated in accordance with section 6:96 et seq. of the DCC, suffered or incurred by Stellantis, the Group Companies and/or Stellantis’ Affiliates as a result of or in connection with such Breach, including all costs and expenses and without limitation any damages, legal and other professional fees and costs, penalties, expenses and consequential losses whether directly or indirectly arising from such Breach, it being understood that any damage suffered by any Group Company in respect of any Breach shall be deemed damage suffered by Stellantis, in accordance with its Pro Rata Percentage. In the event of a breach of a Stellantis Warranty, Stellantis shall be liable to pay to FIH and Wonderful Stars, the amount of damage (xxxxxx) calculated in accordance with section 6:96 et seq. of the DCC, suffered or incurred by FIH and Wonderful Stars or their Affiliates as a result of or in connection with such breach, including all costs and expenses and without limitation any damages, legal and other professional fees and costs, penalties, expenses and consequential losses whether directly or indirectly arising from such breach, it being understood that any damage suffered by any Group Company in respect of any such breach shall be deemed damage suffered by Wonderful Stars, in accordance with its pro rata percentage of shareholdings in the Company.
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Liability for Breaches a) If there is more than one Headlessor named in Item 2, a breach of the Agreement by an act or omission of one Headlessor is taken to be a breach by the Headlessor. b) A breach of the Agreement by an act or omission of the Headlessor’s Agent is taken to be a breach by the Headlessor. c) A breach of the Agreement by an act or omission of a person acting on behalf of the CRS is taken to be a breach by the CRS. d) Notwithstanding any provision of this Agreement to the contrary, the Headlessor releases and indemnifies the CRS and keeps the CRS released and indemnified, in respect of and against any Claim or Costs arising directly or indirectly from any circumstances, for which the CRS, its officers, agents or employees may be or become liable whether in contract, tort, by statute or otherwise, in respect of this Agreement and whether during or after the term of this Agreement , including in respect of any loss or damage to property, or injury or death to any person, (including to the Subtenant) caused by: i) any act or omission on the part of the Headlessor, its agents, licensees, employees or contractor, others under the Headlessor’s control; ii) for any Costs or Claim the CRS incurs as a result of any breach of this Agreement by the Headlessor; or iii) for any costs arising as a result of any request for the Headlessor’s consent pursuant to this Agreement; except to the extent that such Claim or Costs are caused by the negligent act or omission of the CRS, its officers, employees or its agents in carrying out the terms of this Agreement.
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Related to Liability for Breaches

  • Liability for Breach The Grantee hereby indemnifies the Corporation and holds it harmless from and against any and all damages or liabilities incurred by the Corporation (including liabilities for attorneys’ fees and disbursements) arising out of any breach by the Grantee of this Agreement, including, without limitation, any attempted Disposition in violation of Section 2.1 hereof.

  • 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 9.1 The Parties agree and confirm that, if any of the Parties (the “Breaching Party”) is materially in breach of any provision hereof, or materially fails or delays in performing any of the obligations hereunder, a breach hereof is constituted (a “Breach”), and any of the other Parties which does not commit any Breach (a “Non-breaching Party”) has the right to require that the Breaching Party rectify it or take a remedial action within a reasonable period. If the Breaching Party fails to rectify the Breach or take remedial actions within the reasonable period or within ten (10) days of the other Party’s written rectification notice, then: 9.1.1. if any Shareholder or the Company is the Breaching Party, the WFOE is entitled to terminate this Agreement and require the Breaching Party to indemnify it against its damage; 9.1.2. if the WFOE is the Breaching Party, each of the Non-defaulting Parties is entitled to require the Breaching Party to indemnify it against its damage; but unless otherwise provided for by law, in no case does it have the right to terminate or cancel this Agreement. 9.2 Notwithstanding any other provision herein, the effect of this Article 9 shall not be affected by the suspension or termination of this Agreement.

  • Remedy for Breach In the event of any actual or threatened breach of any of the provisions of this Section 11 by the Architectural Designer, and in addition to any other remedies that may be available to the School District in law or equity, the School District shall be entitled to a restraining order, preliminary injunction, permanent injunction, or other appropriate relief to specifically enforce the terms of this Section 11. The parties agree that a breach of the terms of this Section 11 by the Architectural Designer would cause the School District injury not compensable in monetary damages alone, and that the remedies provided herein are appropriate and reasonable.

  • 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.

  • For Breach A Party may terminate this Agreement for cause if it provides 30 days written notice of the breach to the other Party, and the breach remains uncured at the end of 30 days. If Agency terminates this Agreement due to Axon’s uncured breach, Axon will refund prepaid amounts on a prorated basis based on the effective date of termination.

  • 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.

  • Termination for Breach Either Party may terminate this Agreement if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days of receipt of prior written notice from such Party thereof.

  • Liability for Brokers’ Fees Buyer has not incurred any liability, contingent or otherwise, for brokers’ or finders’ fees relating to the transactions contemplated by this Agreement for which Seller shall have any responsibility whatsoever.

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