Purchaser's Liability. Purchaser shall be liable for all liability for all vacation entitlements, workers' compensation, disability and occupational diseases of or with respect to all of Employees of Seller hired by Purchaser attributable to entitlements, injuries, claims, conditions, events and occurrences first occurring after the Closing Date.
Purchaser's Liability. If this Agreement is terminated by Seller, as permitted under Section 9.1 (iv), Seller shall retain the Initial Payment, as Seller's sole remedy, and Purchaser shall have no further obligation to Seller for failure to close the transaction.
Purchaser's Liability. The total liability, in the aggregate, of any Purchaser (as defined in the Purchase Agreement) its officers, directors, employees and agents, for any and all claims, losses, costs or damages, including attorneys’ and accountants’ fees and expenses and costs of any nature whatsoever or claims or expenses resulting from or in any way related to such Purchaser’s breach of this Agreement shall be several and not joint with the other stockholders and shall not exceed the total purchase price paid to the Company by such Purchaser for its Preferred Stock under the Purchase Agreement. Nothing in this Agreement or the Related Agreements (as defined in the Purchase Agreement) shall restrict an Investor’s freedom to operate any of its Affiliates (including any such Affiliate that is a potential competitor of the Company).
Purchaser's Liability. The PARTIES agree to meet and find a solution in order to share the costs raising from any unexpected unstable business or in an unexpected sudden phase out. Such costs shall/may include: • WIP • Finished goods • Materials as per list LSA Annex J • Custom parts Supplier must provide evidence of costs and necessary documentation (i.e. PO’s , invoices, etc.) EXHIBIT B (LSA) CONFIDENTIAL 4 of 12 GENERAL ANNEXES 1 STANDARD REPLENISHMENT: (Not applicable) Rough description of the process: • The stock level of the CONSIGNMENT STOCK shall be replenished by SUPPLIER to maintain the stock level according to ANNEX K. • Daily consumption and inventory data related to the CONSIGNMENT STOCK shall be provided to SUPPLIER by ORDERING PARTY. • SUPPLIER shall initiate the delivery process in such way that the stock level will never fall below the agreed minimum level as per ANNEX K. • All kind of information, including but not limited to consumption and inventory data, shall be exchanged via EDI 98.B (DELFOR, INVRPT). • Payment process: ™ Payment for consumption from the CONSIGNMENT STOCK shall be calculated and paid monthly. For the future it is foreseen to implement the SAP-credit-note system. Then no invoice shall be issued by SUPPLIER. ™ Accounting shall take place on a specific day of each month for the quantities consumed from the CONSIGNMENT STOCK and at the price valid on the issue date of the respective credit note. EXHIBIT B (LSA) CONFIDENTIAL 5 of 12 GENERAL ANNEXES ™ Payment shall be made in line with the provisions of the FPA. EXHIBIT B (LSA) CONFIDENTIAL 6 of 12 GENERAL ANNEXES 2 DIRECT REPLENISHMENT 1: (Not applicable) Rough description of the process: • SUPPLIER shall maintain a SUPPLIER STOCK and/or DISTRIBUTION CENTER in order to supply into ORDERING PARTY LOCATIONS. • The SUPPLIER STOCK and/or the DISTRIBUTION CENTERS are controlled according to the agreed stock levels following ANNEX L by SUPPLIER in such a way that deliveries can be made within the specified SDLT to each ORDERING PARTY LOCATION. • SUPPLIER replenishes the consumed PRODUCT quantities into each LOCAL BUFFER by regular deliveries. • Daily consumption and inventory data related to each LOCAL BUFFER shall be provided to SUPPLIER by the ORDERING PARTY. • All kind of information, including but not limited to consumption and inventory data, shall be exchanged via EDI 98-B (DELFOR, INVRPT) and vxx XXX 00.X (XXXXXX, XXXXXX, XXXXXX) • Payment process: o Payment for LOCAL BUFFER receipts shall be ...
Purchaser's Liability. 12.1 In all cases in which the Purchaser acts in violation of a provision of the agreement and/or these terms and conditions, the Purchaser is liable for all costs and damage, whatever named, incurred or to be incurred by the Seller.
Purchaser's Liability. Subject to the provisions of Section 10.15, each person or entity comprising Purchaser shall be jointly and severally liable for Purchaser’s obligations, liabilities and duties under this Agreement.
Purchaser's Liability. Upon the Closing, Purchaser shall neither assume nor undertake to pay, satisfy or discharge any liabilities, obligations or commitments of Seller other than Permitted Exceptions and those that are specifically agreed to between the parties and set forth in this Agreement and/or or in any document to be delivered by Purchaser at Closing.
Purchaser's Liability. Notwithstanding anything to the contrary provided in this Agreement, it is specifically understood and agreed, such agreement being a primary consideration for the execution of this Agreement and the Lease Agreements by Purchaser, that (a) there shall be absolutely no personal liability on the part of any director, officer, manager, member, employee or agent of Purchaser with respect to any of the terms, covenants and conditions of this Agreement, (b) Seller waives all claims, demands and causes of action against Purchaser’s directors, officers, managers, members, employees and agents in the event of any breach by Purchaser of any of the terms, covenants and conditions of this Agreement to be performed by Purchaser, and (c) Seller shall look solely to the assets of Purchaser for the satisfaction of each and every remedy of Seller in the event of any breach by Purchaser of any of the terms, covenants and conditions of this Agreement to be performed by Purchaser, such exculpation of liability to be absolute and without any exception whatsoever.
Purchaser's Liability. Notwithstanding the other provisions of this Article X, Seller shall not be entitled to indemnification for its Damages unless and until Seller has sustained otherwise indemnifiable Damages equal to the amount of the Basket, and thereafter Seller shall be entitled to indemnification only for its Damages exceeding the Basket. Upon a Final Determination of the amount of any claim for Damages made against Purchaser by the Seller, the Seller shall be entitled to recover the amount of such Damages as finally determined.
Purchaser's Liability. Purchaser shall indemnify and hold harmless the Sellers from and against any Loss suffered or incurred directly by the Sellers as a result of:
(a) any breach of the representations made and warranties given by the Purchaser pursuant to Article 10; and
(b) any breach of any obligation undertaken by the Purchaser under this Agreement.
