Liability for non Sample Clauses

Liability for non conforming Compound and latent defect If LUMENA discovers a nonconformance of any Compound with the specifications attributable to Sanofi or its Affiliates, sublicensees or subcontractors, LUMENA shall contact SANOFI and [...***...] As soon as LUMENA discovers a latent defect (i.e. defects that are not discoverable upon reasonable physical inspection or reasonable testing) in any Compound, it shall notify SANOFI of the batches containing such latent defect within [...***...] The parties shall cooperate in good faith to resolve any disputes arising in connection with the preceding sections, and, in the event that the parties are unable to resolve such dispute within [...***...] from the date of LUMENA’s notice, then the parties shall jointly appoint an independent expert. The appointed expert will resolve such dispute. The determination of the expert shall be final and binding. [...***...] In the event of non-conformance of a Compound or a latent defect duly evidenced to be attributable to SANOFI or its Affiliates, sublicensees or subcontractors, SANOFI’s sole liability with respect thereto shall be limited, [...***.
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Liability for non. Conforming Item); Article 10 (Confidentiality Obligation); Article 11 (Compensation for Damages); Article 12 (Product Liability); Article 13 (Infringement on Third Parties’ Rights); Article 15 (Compliance, Ethics, and Conflict of Interest); Article 20 (Publicity); Article 21 (Audit Rights); Article 24 (Survival); Article 25 (Governing Law) and Article 26 (Dispute Resolution).
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Liability for non. Claim Expenses No Member shall be responsible for any claims or judgments against any other Members. If on cessation of activities as provided in Section 10.1, the remaining assets of the Pool are insufficient to satisfy expenses of the Pool other than for claims or judgments against Members, the Board shall approve a pro-rata plan to pay these expenses. The Pool shall not incur debt in excess of ten percent (10%) of the written premium for the most recent fiscal year.
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Liability for non execution or incorrect execution 10.1. The Company is not liable to Customer for unauthorized transactions under any circumstances when Customer/Authorized Person has intentionally or upon negligence acted fraudulently/illegally, including by violating the requirements of these GTC, applicable Additional Terms, procedure, document, information of whatever type and nature set forth by The Company, or applicable laws and regulations, including for example, failure to take actions necessary for ensuring the secrecy, safety and security of relevant payment instrument and/or Security and Authentication Credentials, any means, accesses, devices, related to Account accordingly. 10.2. Customer will be liable for all losses incurred as a result of the use of payment instrument/Security and Authentication Credentials/ means/accesses/devices, including, illegal use of thereof and in cases of unauthorized transactions, if the Customer/Authorized Person has acted illegally, fraudulently, with negligence, including in violation of present GTC (and/or any other applicable Additional Terms of whatever type and nature, any procedures and security requirements/information), or applicable laws and regulations, in violation of GTC Section 3: Internet banking on security, as well as failing to immediately perform actions of GTC Section 3: Internet banking on security, Customer’s actions and notifications under the circumstances. Failing to timely notify The Company of any change in communication details of Customer/Authorized Person (including mobile phone number and email address, address and any other relevant data) shall equally constitute negligence of Customer/Authorized Person in relation to performance of their security obligations under these GTC. 10.3. Any dispute concerning any payment, transaction or any matter or service between the Customer/Authorized Person and a payment counterparty or any third party, shall be a dispute between said parties, and shall not in any way affect the Customer’s liability to pay The Company any sums or Valid from 01.07.2024 liabilities arising out of and/or connected with such payment, transaction or matter and no claim or counter claim by the Customer/Authorized Person against any counterparty or third party shall be a defense or counterclaim against The Company. 10.4. In case of an incorrectly executed transaction by The Company, The Company’s liability shall not arise unless all required information for the correct execution of the ...
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Liability for non specified reasons of rebooking If the Insured has been indemnified by other means, then we shall only be liable for the remaining part of indemnity.
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Liability for non. Compliance With the EHS Manual and Alcatel-Lucent Requirements In the event Subcontractor fails to comply with this section and the Alcatel-Lucent Supplier EHS Manual requirements, such failure shall subject Subcontractor to the following: (i) Upon Alcatel-Lucent’s knowledge, or reasonable belief that Subcontractor is not complying with the EHS requirements provided herein, and where such non-compliance has not resulted in personal injury (including death) or property damage, Alcatel-Lucent will provide Subcontractor a written “warning” of such failure and Subcontractor shall immediately correct such failure. (ii) Where such non-compliance results in bodily injury (including death) or property damage, Alcatel-Lucent shall have the right to terminate the Agreement and/or suspend Subcontractor’s work and remove Subcontractor from doing work for Alcatel-Lucent and the Customer. (iii) At Alcatel-Lucent’s sole discretion, and where the injury and/or property damage is not serious, Alcatel-Lucent may allow Subcontractor to develop and deliver to Alcatel-Lucent a suitable corrective action plan (“CAP”), which must include the time period for implementation, in order for Subcontractor to be considered for reinstatement. (iv) In addition, Alcatel-Lucent reserves the right to take the appropriate actions against individual Subcontractor Personnel as provided in Subsection 11.12.4, below. Alcatel-Lucent shall have the right to audit Subcontractor’s compliance with this section.
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Liability for non specified reasons of cancellation If the Insured has been indemnified by other means, then we shall only be liable for the remaining part of indemnity.
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Liability for non execution or defective execution
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Related to Liability for non

  • Liability for Loss If Included Timber is destroyed or damaged by an unexpected event that significantly changes the nature of Included Timber, such as fire, wind, flood, insects, disease, or similar cause, the party holding title shall bear the timber value loss resulting from such destruction or damage; except that such losses after removal of timber from Sale Area, but before Scaling, shall be borne by Purchaser at Current Contract Rates and Required Deposits. Deterioration or loss of value of salvage timber is not an unexpected event, except for deterioration due to delay or interruption that qualifies for Contract Term Adjustment or under B8.33.

  • Liability for Certain Acts The Manager shall perform the Manager’s duties in good faith, in a manner it reasonably believes to be in the best interests of the Company, and with such care as an ordinarily prudent person in a like position would use under similar circumstances. No Manager shall have any liability by reason of being or having been the Manager of the Company. No Manager in any way guarantees the return of the Members’ Capital Contributions or a profit for the Members from the operations of the Company. No Manager shall be liable to the Company or to any Member for any loss or damage sustained by the Company or any Member, unless the loss or damage shall have been the result of fraud, deceit, gross negligence, willful misconduct, breach of this Agreement or a wrongful taking by the Manager.

  • Liability for Damages 1. The Purchaser shall be liable for any damages sustained by the State arising from Purchaser’s breach of the terms of this Contract and the State may cause all or part of the performance bond to be forfeited to recover such damages. 2. In the event that a portion of the timber sale under this Contract is resold as a result of the Purchaser’s forfeiture and the stumpage rate pursuant to the resold contract is lower than the stumpage rate provided herein, the difference between the original rate and the new rate shall be considered damages and the Purchaser shall be liable to the State for those damages. The State may cause all or part of the Purchaser’s performance bond to be forfeited to recover such damages.

  • Liability for Breach of Agreement During the term of this Agreement, any violation of any provisions herein by either party constitutes breach of contract and the breaching party shall compensate the non-breaching party for the loss incurred as a result of this breach.

  • Liability for Damage Each party shall be liable to the other for all damage to the property of the other negligently, recklessly or intentionally caused by that party (or their agents, employees or invitees), except to the extent the loss is insured and subrogation is waived under the owner's policy.

  • Liability for Specific Obligations The Administrator will be liable only for its specific obligations under this Agreement. All other liability is expressly waived and released as a condition of, and consideration for, the execution of this Agreement by the Administrator. The Administrator will be liable for its willful misconduct, bad faith or negligence in performing its obligations under this Agreement.

  • Liability for defects 5.1 The Customer is required to inspect the delivered Products without undue delay after delivery and to report any defects. 5.2 The delivered Products are deemed to have been approved if XXXX, with regard to obvious defects, obvious shortages or other defects which were or would have been identifiable in the course of an immediate, careful inspection, has not received notifi- cation of the defect within 7 days of delivery of the product, or otherwise – in the case of unclear or hidden defects – within 7 days of the discovery of the defect or the time at which the defect was identifiable to the Customer in the course of normal use of the Product without closer inspection. 5.3 In the event of a justified complaint, the Customer will be entitled to two attempts to rectify defects or make a replacement delivery at XXXX'x discretion free of charge within a reasonable period of time. Shortages will be delivered subsequently. If two attempts to rectify defects or make a replacement delivery within a reasonable period of time are unsuccessful, the Customer will be entitled to the statutory rights, subject to the provisions of clause 7. Subsequent performance will include neither removal of the defective item nor reassembly if XXXX was not originally required to carry out assembly. The expenses required for the purpose of inspection and subsequent performance, in particular transport, travel, labour and material costs (not: removal and assembly costs), insofar as these are not increased because the subject matter of the contract is located at a place other than our Customer's place of performance, will be borne by XXXX if there is actually a defect. Otherwise, XXXX may demand compensation from the Customer for the costs incurred by the unjustified request for rectification of the defect (in particular inspection and transport costs), unless the lack of defectiveness was not identifiable for the Customer. XXXX can refuse to rectify defects or make a replacement delivery if the Customer does not fulfil its payment obligations towards XXXX to an extent that corresponds to the defect-free part of the service provided. 5.4 No warranty will be assumed, in particular, in the following cases: Unsuitable or in- correct use by the Customer or by third parties instructed by the Customer, in particular through the use of insufficiently qualified personnel, faulty assembly or commission- ing, natural wear and tear (wearing parts), faulty or negligent handling, improper maintenance, unsuitable operating materials, defective construction work, unsuitable construction land, chemical, electrochemical or electrical influences, provided XXXX is not responsible for these circumstances. 5.5 XXXX is also not required to provide a warranty insofar as defects of Products are based on defective materials supplied by the Customer or insofar as defects of Products are based on the fact that the Customer has prescribed the execution of the order ac- cording to construction plans of third parties. 5.6 A delivery of used Products agreed with the Customer in the individual case is made to the exclusion of any warranty, unless XXXX has caused the defect intentionally or through gross negligence or has fraudulently concealed the defect. 5.7 The warranty period will be one year from delivery or, where acceptance was stipu- lated, from acceptance. Replaced parts will become our property and must be sent to us at our request. If shipping, assembly or commissioning is delayed through no fault of our own, our liability will expire no later than twelve months after the transfer of risk. 5.8 The right of recovery in accordance with sections 445a, 445b German Civil Code (BGB) is excluded, unless XXXX has caused the defect intentionally or by gross neg- ligence or has fraudulently concealed the defect.

  • Liability for Transfer Taxes The Stockholder agrees to indemnify the Company for any Incremental Transfer Taxes incurred as a result of any direct or indirect transfers of the Company Shares received in connection with the transactions contemplated hereby, or interests therein (other than the receipt of the Merger Consideration by the Stockholder pursuant to the Merger Agreement) within two years after the IPO Closing Date; provided that such Company Shares shall be the Company’s sole recourse with respect to such indemnification obligation. The Stockholder hereby grants a security interest in 50% of its Company Shares received in the Merger to the Company and hereby irrevocably appoints the Company, and any of its agents, officers, or employees as its attorney-in fact, which shall be deemed coupled with an interest, with full power to prepare, execute and deliver any documents, instruments and agreements as may be appropriate to perfect and continue such security interest in favor of the Company. The security interest granted pursuant to this Section 6.05 shall attach to the Company Shares that are not included in the Indemnity Holdback Amount. The Company agrees that the security interest in the Company Shares received by the Stockholder in the Merger may be released, or collateral may be substituted, in accordance with the terms of the Escrow Agreement.

  • Responsibility for Damages Contractor is responsible for all damage that occurs as a result of Contractor’s fault or negligence or that of its’ employees, agents, or representatives in connection with the performance of this Contract. Contractor shall immediately report any such damage to people and/or property to the Contract Administrator.

  • Liability for Taxes (a) Seller is responsible for and will timely pay any Taxes arising or resulting from or in connection with the conduct of the Business or the ownership or use of the Purchased Assets attributable to any Tax period ending on or before the Closing Date (a “Pre-Closing Period”) other than any Assumed Liability. Buyer is responsible for and will timely pay any Taxes arising or resulting from or in connection with the conduct of the Business or the ownership or use of the Purchased Assets attributable to any Tax period beginning after the Closing Date (a “Post-Closing Period”) and any Taxes that are an Assumed Liability. (b) The Parties agree that any Apportioned Taxes, and any refund, rebate or similar payment received by Seller or Buyer for any Apportioned Taxes, will be apportioned between Seller and Buyer as follows: (i) For Apportioned Taxes measured by the amount or level of any item (including such taxes as are measured by the value of intangibles), Seller is responsible for the amount of such Apportioned Taxes that are determined by multiplying (A) the amount or level of such items immediately prior to the Closing, by (B) a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. (ii) For all Apportioned Taxes not described in clause (i), Seller is responsible for the amount of such Apportioned Taxes that are determined by multiplying (A) the amount of such Apportioned Taxes for the entire Straddle Period, by (B) a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. (iii) All Apportioned Taxes that are not the responsibility of Seller pursuant to Section 7.1(b)(i) through Section 7.1(b)(ii) hereof shall be the responsibility of Buyer. (c) For the avoidance of doubt, Seller and Buyer are each responsible for their own Income Taxes arising out of their conduct of the Business or their ownership or use of the Purchased Assets, including Income Taxes arising out of the transactions contemplated in this Agreement. (d) Notwithstanding any other provision contained in this Agreement (including the limitations set forth in Sections 11.2 or 11.3), any obligation arising out of this Section 7.1 will not be subject to any limits of minimum or maximum amounts, measurement of aggregate amount of Losses or any limit of time.

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