Limits on types of Warranty Claims Sample Clauses

Limits on types of Warranty Claims. The Purchaser must not make a Warranty Claim to the extent that: (a) the matter, information or circumstance giving rise to, or the subject of, the Warranty Claim is expressly disclosed in this agreement or in writing to the Purchaser on or before 6.00 p.m. on 8 May 2004 by way of the Disclosure Material other than by way of the Disclosure Letter; (b) the matter, information or circumstance giving rise to, or the subject of, the Warranty Claim is expressly and accurately disclosed in the Disclosure Letter; (c) at the date of this agreement, the matter, information or circumstance is disclosed in publicly available databases maintained by: (i) IP Australia; (ii) the ASIC; (iii) the ACCC; (iv) registers (including the Priority Sites Register) maintained under the Environment Protection Act 1970 (Vic); (v) the National Native Title Tribunal; (vi) the Federal Court of Australia; (vii) the High Court of Australia; (viii) the Supreme Court of Victoria and all State and Territory equivalents; or (ix) the Victorian Land Titles Office; (d) a specific provision, reserve or accrual has been made in the Completion Accounts in respect of the matter, information or circumstance giving rise to, or the subject of, the Warranty Claim and that provision, reserve or accrual has a proper and reasonable basis and is of an amount that appropriately quantifies the relevant liability; (e) the Warranty Claim results from, or the amount of the Warranty Claim is increased because of, an increase in a rate of Tax, or the enactment or amendment of any legislation, on or after the date of this agreement (other than an increase in a rate of Tax, or the enactment or amendment of any legislation, that existed as at the date of this agreement); (f) the Warranty Claim is directly caused by a thing the Purchaser or any Group Company does or does not do on or after Completion; (g) the Warranty Claim is directly caused by a thing the Vendor does or does not do: (i) at the Purchaser's express request; (ii) with the Purchaser's express consent; or (iii) as required by this agreement, disregarding for this purpose any matter relating to the incorporation of the Company, the incorporation of Delaware Newco 2, the entry into the Merger Agreement, the Merger Transaction or the Australian Migration, (h) the Purchaser or the relevant Group Company is fully compensated for the Claim or Liability giving rise to, or the subject of, the Warranty Claim, whether by the Vendor, through insurance or otherwise...
Sample 1
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Limits on types of Warranty Claims. The Sellers are not liable under a Warranty Claim (other than Tax Claim except in the case of clauses 9.3(d)(i), (iii), (iv) and (v), (e), (f), (g), (h), (i), (j), (k), (m), (n), (o), (p), and (q)) for any Liability to the extent that the: (a) Liability arises from a matter which has been fairly disclosed in the Disclosure Material; (b) Liability arises from a matter which is actually known by a Specified Executive of the Buyer to give rise to a Warranty Claim at the Completion Date; (c) in respect of a Warranty Claim under Warranties 4, 5, 6, and 11(f)(iii) only, Liability arises from a matter which has been fairly disclosed in the tables in the Financial Due Diligence Report (which to avoid doubt includes footnotes relating to the tables, but not other commentary included in the Financial Due Diligence Report); (d) the matter giving rise to the Warranty Claim was or would have been disclosed to the Buyer had it conducted the following publicly available searches: (i) ASIC company searches as at 6 January 2012 in the name of each Australian Group Company; (ii) searches of announcements in respect of the Company on the Australian Securities Exchange website for a period of 12 months before the Completion Date; (iii) searches as at 6 January 2012 in the name of each Australian Group Company in the registers of the Federal Court, Federal Magistrates Court and Supreme Courts of New South Wales, Victoria, Queensland, Western Australia, Australian Capital Territory, Tasmania and South Australia. (iv) searches as at 6 January 2012 of public records maintained by the Accounting and Corporate Regulatory Authority of Singapore (ACRA) for APA and DHA in Singapore, the Hong Kong Companies Registry for Hong Kong (CR) for APHK in Hong Kong and the Companies Company Commission of Malaysia (SSM) for APM in Malaysia. (v) in Singapore as at 6 January 2012: (A) litigation searches to determine whether any action was taken out by or against the names “Ascent Pharmahealth” and “Drug Houses of Australia” from 2006 to 2011 in the Supreme and Subordinate Courts of Singapore; and (B) bankruptcy searches against the directors of APA and DHA.: (e) Liability has been included as a specific provision, allowance, reserve or accrual in respect of the matter giving rise to the Claim in the Accounts, the Management Accounts or Completion Accounts; (f) Liability results from, or the amount of the Warranty Claim is increased because of, a new Law or a change in the Law or in its interpreta...
Sample 1
Limits on types of Warranty Claims. Without limiting the operation of clause 13 and to the maximum extent permitted by Law, the Buyer cannot make a Warranty Claim or Tax Indemnity Claim to the extent that: (a) the matter giving rise to the Warranty Claim or the Tax Indemnity Claim is fairly disclosed in the Disclosure Material (excluding any Claim in relation to a Title and Capacity Warranty); (b) a full provision, reserve or accrual has been made in the Accounts in connection with the matter giving rise to the Warranty Claim or the Tax Indemnity Claim; (c) the Warranty Claim or the Tax Indemnity Claim results from, or the amount of the Warranty Claim or the Tax Indemnity Claim is increased because of a change in the Law taking effect on or after the Completion Date; (d) the Warranty Claim or Tax Indemnity Claim results from any change in Accounting Standards on or after the Completion Date; or (e) the Warranty Claim or the Tax Indemnity Claim is for indirect or consequential loss or damage, except to the extent such Claim relates to any such loss awarded to a Third Party.
Sample 1

Related to Limits on types of Warranty Claims

  • Coverage Types and Policy Limits The types of coverage and policy limits required from the Contractor are specified in Paragraph B Insurance Requirements below.

  • Limitation on Types of Loans Anything herein to the contrary notwithstanding, if with respect to any Eurodollar Loans for any Interest Period therefor: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that quotations of interest rates for the relevant deposits referred to in the definition of "Eurodollar Rate" in Section 1.1 hereof are not being provided in the relative amounts or for the relative maturities for purposes of determining the rate of interest for such Loans as provided in this Agreement; or (b) the Required Lenders determine (which determination shall be conclusive absent manifest error) and notify the Administrative Agent that the relevant rates of interest referred to in the definition of "Eurodollar Rate" or "Adjusted Eurodollar Rate" in Section 1.1 hereof on the basis of which the rate of interest for such Loans for such Interest Period is to be determined do not accurately reflect the cost to the Lenders of making or maintaining such Loans for such Interest Period; then the Administrative Agent shall give the Borrower prompt notice thereof and, so long as such condition remains in effect, the Lenders shall be under no obligation to make Eurodollar Loans or to Convert Base Rate Loans into Eurodollar Loans and the Borrower shall, on the last day(s) of the then current Interest Period(s) for the outstanding Eurodollar Loans, either prepay such Loans or Convert such Loans into Base Rate Loans in accordance with the terms of this Agreement.

  • Types of Coverage We offer the following types of coverage:

  • Limitations on Review Obligations The Asset Representations Reviewer may rely on the information in any Review Notice, the list(s) of the Subject Receivables provided by the Servicer, and the accuracy and completeness of the Review Materials. The Asset Representations Reviewer will have no obligation: (a) to determine whether a Delinquency Trigger has occurred or whether the required percentage of Noteholders has voted to direct an Asset Representations Review under the Indenture; (b) to determine which Receivables are Subject Receivables; (c) to confirm the validity of the Review Materials; or (d) to take any action or cause any other party to take any action under any of the Basic Documents or otherwise to enforce any remedies against any Person for breaches of representations or warranties about the Subject Receivables.

  • Types of Grievances (A) An Individual Grievance is a grievance initiated by the Union on behalf of an individual employee. (B) A Group Grievance is a grievance initiated by the Union on behalf of a group of employees similarly affected by the Employer’s actions. (C) A Policy Grievance is a grievance by the Union which may involve a matter of general policy or general application of the Collective Agreement. (D) A Union Grievance is a grievance which directly affects the Union. (E) An Employer Grievance is a grievance initiated by the Employer.

  • REFERENCED CONTRACT PROVISIONS 2 Term: March 10, 20109 through June 30, 20110 3 “Period One” means the period from March 10, 2009 through June 30, 2009 4 “Period Two” means the period from July 1, 2009 through June 30, 2010 5 Maximum Obligation: $88,080 6 Period One Maximum Obligation: $ 44,040 7 Period Two Maximum Obligation: 8 TOTAL CONTRACT MAXIMUM OBLIGATION: $132,120 9 Basis for Reimbursement: Fee for Service 10 11 Payment Method: Fee for Service 12 Notices to COUNTY and CONTRACTOR: 14 COUNTY: County of Orange Health Care Agency 15 Contract Development and Management 16 000 Xxxx 0xx Xxxxxx, Xxxxx 000 00 Xxxxx Xxx, XX 00000-0000 18 CONTRACTOR: National Alliance on Mental Illness 19 dba NAMI Orange County 20 0000 X. 00xx Xxxxxx 00 Xxxxx Xxx, XX 00000 22 Coverage Minimum Limits 24 Workers' Compensation Statutory 25 Employer's Liability $1,000,000 26 Sexual Misconduct Insurance $1,000,000 Comprehensive General Liability Insurancewith $1,000,000 combined single limit 27 Comprehensive broad form Property damage and per occurrence including coverage 28 contractual liability $2,000,000 aggregate 29 Automobile Liability Insurance ), $1,000,000 combined single limit Workers' Compensation Statutory 30 coveringfor owned, non-owned, and hired ) vehicles) per occurrence 31 Employer's Liability Insurance $1,000,000 per occurrence Professional Liability Insurance $1,000,000 per claims made or 34 Sexual Misconduct $1,000,000 per occurrence 35 per occurrence 36

  • WAGES AND CLASSIFICATIONS 16.1 Job classification and the rates of pay applicable thereto for the duration of this Agreement shall be set out in Schedule "A" of this Agreement, attached hereto, and forming part thereof. 16.2 An employee within the bargaining unit temporarily doing the work of a higher paid classification shall receive after a one (1) day period, the higher rate applicable to such classification, and retroactively to the first day. When such an employee is returned to his/her previous position, the wages paid for the lower position will again apply. An employee temporarily transferred by reason of emergency to a lower paid classification, will receive the hourly rate of pay applicable to the job from which he/she was transferred, while employed in such lower paid classification during such emergency. 16.3 An employee who has terminated shall receive his/her wages not later than the next scheduled payroll after termination of employment. An employee who voluntarily leaves the employ of the Corporation shall receive the wages to which he/she is entitled at the regular payday following the date he/she leaves the employ of the Corporation. 16.4 All employees who have not received Step 7 of their classification will be eligible for a one step merit increase annually in accordance with Appendix A. In January, the Manager of Human Resources will prepare a list of employees to receive merit increases along with changes in their classification prior to February 1st, for approval by the President & CEO. Merit increases will become effective on the following Monday based on the Criteria for Classifications as listed in Appendix A. 16.5 Promotion from Step 1 to Step 2 in the Wage Schedule shall be automatic at the end of the probationary period. 16.6 The position of Subforeperson will be filled as Management determines the need and promotion to this position will take place at time of appointment. 16.7 Any employee being transferred on a temporary basis to a monthly schedule shall work the hours of the monthly schedule (i.e., shift schedule). His/her pay will be calculated on a weekly basis forty (40) hours. 16.8 An employee, who cannot perform his/her regular duties because of age, sickness or accident, will be given a position provided such a vacancy exists, and that he/she is capable of fulfilling it. 16.9 An employee transferred under Article 15 to a lower paid classification will be paid at the wage rate applicable to the classification, commencing at the date of transfer.

  • Account Types The Financial Institution agrees that each Collateral Account is, and will be maintained as, either a “securities account” (as defined in Section 8-501 of the UCC) or a “deposit account” (as defined in Section 9-102(a)(29) of the UCC).

  • Certain Types of Accounts (a) You may instruct FIIOC to register purchased shares in your name and account as nominee for your customers. If you hold Portfolio shares as nominee for your customers, all Prospectuses, proxy statements, periodic reports, and other printed material will be sent to you, and all confirmations and other communications to shareholders will be transmitted to you. You will be responsible for forwarding such printed material, confirmations, and communications, or the information contained therein, to all customers for whose account you hold any Portfolio shares as nominee. However, we or FIIOC on behalf of itself or the Portfolios will be responsible for the costs associated with your forwarding such printed material, confirmations, and communications. You will be responsible for complying with all reporting and tax withholding requirements with respect to the customers for whose account you hold any Portfolio shares as nominee. (b) With respect to accounts other than those accounts referred to in paragraph 4(a) above, you agree to provide us with all information (including certification of taxpayer identification numbers and back-up withholding instructions) necessary or appropriate for us to comply with legal and regulatory reporting requirements. (c) Accounts opened or maintained pursuant to the NETWORKING system of the National Securities Clearing Corporation ("NSCC") will be governed by applicable NSCC rules and procedures and any agreement or other arrangement with us relating to NETWORKING. (d) If you hold Portfolio shares in an omnibus account for two or more customers, you will be responsible for determining, in accordance with the Prospectus, whether, and the extent to which, a CDSC is applicable to a purchase of Portfolio shares from such a customer, and you agree to transmit immediately to us any CDSC to which such purchase was subject. You hereby represent that if you hold Portfolio shares subject to a CDSC, you have the capability to track and account for such charge, and we reserve the right, at our discretion, to verify that capability by inspecting your tracking and accounting system or otherwise.

  • Availability of Types of Advances If any Lender determines that maintenance of its Eurodollar Loans at a suitable Lending Installation would violate any applicable law, rule, regulation, or directive, whether or not having the force of law, or if the Required Lenders determine that (i) deposits of a type and maturity appropriate to match fund Eurodollar Advances are not available or (ii) the interest rate applicable to Eurodollar Advances does not accurately reflect the cost of making or maintaining Eurodollar Advances, then the Agent shall suspend the availability of Eurodollar Advances and require any affected Eurodollar Advances to be repaid or converted to Floating Rate Advances, subject to the payment of any funding indemnification amounts required by Section 3.4.

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