Seller not Liable Sample Clauses

Seller not Liable. In no event will Seller be liable for Taxes paid or payable by Customer. This clause will survive expiration or any termination of the Agreement.
Sample 1Sample 2Sample 3See All (8)
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Seller not Liable. The Seller is not liable to the Buyer (or any person deriving title from the Buyer) for any Claim under or in relation to or arising out of this agreement, including any Warranty Claim: (a) if the Buyer has ceased, after Completion, to own or Control the Group Company in respect of which the Claim arises; (b) to the extent that the Claim is as a result of or in consequence of any voluntary act, omission, transaction or arrangement of or on behalf of the Buyer or any other Buyer Group Company after Completion; (c) to the extent that the Claim and is as a result of or in respect of any legislation not in force at the date of this agreement (including legislation which takes effect retrospectively); (d) to the extent that the Claim arises or is increased as a result only of an increase in the rates, method of calculation or scope of taxation after Completion; (e) to the extent that the Claim arises or is increased as a result of any change in Australian Accounting Standards after Completion; (f) to the extent that the Claim arises in relation to facts, matters or circumstances, or is increased as a result of action taken or not taken by the Seller after consultation with and the prior written approval of the Buyer; (g) to the extent that provision has been made for any fact, matter or circumstance giving rise to a Claim in the Audited Accounts or in the Adjustment Statement; (h) to the extent that the Buyer was aware on or before the date of this agreement of any fact, matter or circumstance, and was aware that such fact, matter or circumstance will or may give rise to or form the basis of the Claim; or (i) to the extent that the Claim relates to or arises out of any act, omission, transaction or arrangement that occurred prior to 12 June 2003 (except an act, omission, transaction or arrangement involving the Company, Tech Pacific Holdings Sarl, TP Holdings N.V., Techpac Holdings (Australia) Pty Limited, Tech Pacific Holdings (NZ) Limited or TP Holdings Limited).
Sample 1
Seller not Liable. To the maximum extent permitted by law, Seller and Seller's divisions, subsidiaries, partners, members and affiliates, and all of Seller's employees, officers, directors, shareholders, agents, representatives, general contractors and professional consultants and all of their respective successors and assigns (collectively with Seller, the "Indemnitees") shall not be liable for any loss, liability, damage, injury or claim of any kind or character to any person or property arising from, caused by or relating to any of the following (notwithstanding the fault of any Indemnitee including, without limitation, the active or passive negligence of Seller or any other Indemnitee) the Property (including, without limitation, structural, physical or environmental condition of the Property), the development of the Property or the construction or sale or other conveyance of any improvements thereon
Sample 1
Seller not Liable. The Seller is not liable to the Buyer (or any person deriving title from the Buyer) for any Claim under or in relation to or arising out of this agreement including a breach of a Warranty: (a) if the Buyer has failed to comply with clause 10.1 ("Notice of Claims") or clause 10.2 ("Third party Claims") as the case may be; (b) if the Claim is wholly as a result of or in consequence of any voluntary act, omission, transaction or arrangement of or on behalf of the Buyer after Completion; (c) if the Claim is as a result of or in respect of any legislation not in force at the date of this agreement (including legislation which takes effect retrospectively); (d) to the extent that the Claim arises or is increased as a result only of an increase in the rates, or scope of taxation after Completion; (e) to the extent that the Claim arises or is increased as a result of any change in Accounting Standards after Completion; (f) to the extent that provision has been made for any fact, matter or circumstance giving rise to a Claim in the Financial Statements; or (g) if the Buyer was informed by the Seller on or before the date of this agreement of any fact, matter or circumstance, which gives rise to or forms the basis of the Claim.
Sample 1
Seller not Liable. All persons who enter onto the Property pursuant to this license do so at their own risk, and shall comply with all necessary and reasonable instructions and directions of Seller with respect to use of the Property. As a material part of the consideration for this license and the Agreement, Buyer hereby waives and agrees to indemnify, protect, defend and hold Seller harmless from and against any loss, damage, injury, accident, fire or other casualty, liability, claim, cost or expense (including but not limited to actual attorneys' fees) of any kind or character to any person or property arising from, caused by or related to (i) any use of the Property by Buyer or its representatives, (ii) any act or omission of Buyer or any of its representatives, (iii) any bodily injury, property damage, accident, fire or other casualty on the Property caused by the entry or activities of Buyer or its representatives, (iv) any violation or alleged violation by Buyer or its representatives of any law, ordinance or regulation now or hereafter enacted, (v) any failure of Buyer to maintain the Property in a safe, decent, and sanitary condition, (vi) the breach or violation of the terms of this license by Buyer, (vii) any statutory liens for labor or materials or other liens which may arise out of the Work or Buyer's activities on the Property, and (viii) any enforcement by Seller of any provision of this license and any costs of duly removing Buyer from the Property or restoring the same as provided herein. Buyer acknowledges and agrees that Seller has no responsibility for loss of any property of Buyer 50 by theft, and Seller has no obligation to provide any security in respect of Buyer's property. The provisions of this Paragraph 5 shall survive any termination of this license.
Sample 1
Seller not Liable. The Seller is not liable to the Buyer (or any person deriving title from the Buyer) for any Claim under or in relation to or arising out of this agreement including a breach of a Warranty (but not including a Claim under clause 10.1(a) (“Avoca Acquisition Duty indemnity and acknowledgment”)): (a) if the Buyer has failed to comply strictly with clause 9.1 (“Notice of Claims”); (b) if the Buyer has ceased after Completion to own or Control the Company or any Subsidiary in respect of which the Claim arises; (c) if the Claim is as a result of or in consequence of any voluntary act, omission, transaction or arrangement of or on behalf of the Buyer or any Group Member after Completion or with the agreement of the Buyer prior to Completion; (d) if the Claim arises from: (i) the enactment or amendment of any legislation or regulations; (ii) a change in the judicial or administrative interpretation of the law; or (iii) a change in the practice or policy of any Government Agency, after the Effective Date, including legislation, regulations, amendments, interpretation, practice or policy that has a retrospective effect; (e) to the extent that the Claim arises or is increased as a result of any change (including a retrospective change) in the rate or scope of Tax or the method of calculating the rate of Tax after the Effective Date; (f) to the extent that the Claim arises or is increased as a result of any change in Accounting Standards after the Effective Date; (g) if the Claim arises or is increased as a result of action taken or not taken by the Seller after consultation with and the prior written approval of the Buyer; (h) to the extent that provision has been made for any fact, matter or circumstance giving rise to a Claim in the Last Accounts or the Hampton Accounts; or (i) if the Buyer was aware on or before the date of this agreement of any fact, matter or circumstance, which gives rise to or forms the basis of the Claim.
Sample 1
Seller not Liable. Seller shall not be liable for any loss, damage or injury of any kind or character to any person or the Property or any other property arising from any use of the Property, or any act thereon, by Buyer or any of Buyer’s Representatives under this Agreement, or arising from any accident on the Property or any fire or other casualty thereon caused by Buyer or any of Buyer’s Representatives. Except to the extent caused by the negligent acts or omissions or misconduct of Seller or Seller’s agents, contractors, employees or invitees (collectively, “Seller Indemnitees”), and subject to the other terms and conditions set forth in this Agreement, Buyer shall indemnify, protect, defend and hold Seller and the Seller Indemnitees entirely free and harmless from and against: any cost to repair any physical damage to the Property; any cost to repair or replace the property of any third party; or any damages for injury to or death of any person; to the extent (but only to the extent) that the foregoing are incurred by Seller or any Seller Indemnitees and result from the activities of Buyer, any of Buyer’s Representatives, or anyone acting pursuant to authorization from Buyer in relation to the Investigations or entry upon the Property, including, but not limited to, damage caused by Buyer’s or any of Buyer’s Representatives’ use of any Hazardous Materials on the Property in violation of Environmental Law; any mechanic’s liens or claims of lien resulting therefrom; and reasonable attorneys’ fees and costs incurred in the enforcement of any of Buyer’s obligations under this Agreement. Notwithstanding the foregoing, however, Buyer shall not be liable for any loss, cost or expense incurred by Seller or anyone else, or liens resulting therefrom, as a result of any preexisting condition on the Property disclosed by any of the Investigations. The provisions of this Section 4.3.3 shall survive the Close of Escrow or the earlier termination of this Agreement.
Sample 1
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Related to Seller not Liable

  • Watercraft Liability 1. Coverages E and F do not apply to any "water- craft liability" if, at the time of an "occurrence", the involved watercraft is being: a. Operated in, or practicing for, any prear- ranged or organized race, speed contest or other competition. This exclusion does not apply to a sailing vessel or a predicted log cruise; b. Rented to others; c. Used to carry persons or cargo for a charge; or d. Used for any "business" purpose. 2. If Exclusion B.1. does not apply, there is still no coverage for "watercraft liability" unless, at the time of the "occurrence", the watercraft: a. Is stored; b. Is a sailing vessel, with or without auxiliary power, that is: (1) Less than 26 feet in overall length; or (2) 26 feet or more in overall length and not owned by or rented to an "insured"; or c. Is not a sailing vessel and is powered by: (1) An inboard or inboard-outdrive engine or motor, including those that power a wa- ter jet pump, of: (a) 50 horsepower or less and not owned by an "insured"; or (b) More than 50 horsepower and not owned by or rented to an "insured"; or (2) One or more outboard engines or mo- tors with: (a) 25 total horsepower or less; (b) More than 25 horsepower if the outboard engine or motor is not owned by an "insured"; (c) More than 25 horsepower if the outboard engine or motor is owned by an "insured" who acquired it dur- ing the policy period; or (d) More than 25 horsepower if the outboard engine or motor is owned by an "insured" who acquired it be- fore the policy period, but only if: (i) You declare them at policy incep- tion; or (ii) Your intent to insure them is reported to us in writing within 45 days after you acquire them.

  • CONTRACT (RIGHTS OF THIRD PARTIES ACT 1999

  • Ordinary Course of Business The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Servicer;

  • Business Assets The Company Assets comprise all of the property and assets of the Business, and none of the Vendor or the Significant Shareholders nor any other person, firm or corporation owns any assets used by the Company in operating the Business, whether under a lease, rental agreement or other arrangement;

  • Aircraft Liability (Additional requirement applicable for aerial photograph or contract involving any use of aircraft.)

  • Related Contracts (i) The Borrower hereby agrees that, to the extent not expressly prohibited by the terms of the Related Contracts, after the occurrence and during the continuance of an Event of Default, it shall (x) upon the written request of the Administrative Agent or the Collateral Agent, promptly forward to such Agent all information and notices which it receives under or in connection with the Related Contracts relating to the Collateral, subject to applicable confidentiality requirements, and (y) upon the written request of the Administrative Agent or the Collateral Agent, act and refrain from acting in respect of any request, act, decision or vote under or in connection with the Related Contracts relating to the Collateral only in accordance with the direction of such Agent; provided that if the Borrower receives conflicting requests pursuant to this subclause (y), it shall follow whichever request is evidenced to be derived from the direction of the Majority Lenders. (ii) The Borrower agrees that, to the extent the same shall be in the Borrower’s possession, it will hold all Related Contracts relating to the Collateral in trust for the Collateral Agent on behalf of the Secured Parties, and upon request of either Agent following the occurrence and during the continuance of an Event of Default or as otherwise provided herein, promptly deliver the same to the Collateral Agent or its designee.

  • The Business The parties acknowledge that the Company is engaged in the development, marketing and sale of certain proprietary technologies, processes and related products in the areas of chemical detection, technical processes, and technical/business services, and that the Company may also from time to time become or may intend to become engaged in other business endeavors (individually and collectively, the "BUSINESS"). The Company shall be deemed to intend to become engaged in a business endeavor if it has devoted or expended any significant resources, either financial or human resources, towards the proposed endeavor, either in planning or implementing the undertaking of such planned endeavor.

  • Joint Liability 26.1. Notwithstanding anything contained herein or in any agreement between the Issuer and the RTA, the Issuer and the RTA shall be jointly and severally responsible and liable to CDSL, its participants and beneficial owners for compliance with all obligations under this Agreement as also under the Bye Laws and Operating Instructions.

  • No Off Balance Sheet Arrangements There is no transaction, arrangement, or other relationship between the Company or any of its Subsidiaries and an unconsolidated or other off balance sheet entity that is required to be disclosed by the Company in its 1934 Act filings and is not so disclosed or that otherwise could be reasonably likely to have a Material Adverse Effect.

  • Contracts (Rights of Third Parties ACT 1999

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