Seller's Claim. Buyer shall indemnify and hold harmless each Seller and his assigns, agents, and affiliates against any and all damages, claims, losses, liabilities and expenses, including without limitation, legal accounting, and other expenses actually incurred by Sellers, which may arise out of any breach of any of the representations or warranties made in this Agreement by Buyer, and for any liabilities or obligations of the Company now existing or arising hereafter.
Seller's Claim. Subject to the terms and conditions of this Article 10, for a period of six (6) months from and after the Closing, Buyer hereby agrees to indemnify, defend and hold harmless each Seller and its Affiliates, officers, directors, managers, agents, representatives, contractors, subcontractors or employees (collectively “ Seller Indemnitees ”) from, against, for and in respect of any and all Claims arising directly or indirectly from:
(i) Buyer’s fraudulent or grossly negligent inaccuracy in any representation or warranty of Buyer contained in or made pursuant to this Agreement, or the breach by Buyer of any covenant or agreement made in or pursuant to this Agreement;
(ii) pursuant to the terms of Sections 4.4 and 8.1 hereof, Buyer’s failure to pay those costs to be borne by Buyer; and
(iii) pursuant to the terms of Section 11.8 hereof, Buyer’s failure to pay those brokers’ or agents’ fees, if any, that are the responsibility of Buyer.
Seller's Claim. If Boeing terminates an Order in whole or in part under this Agreement, Seller shall have the right to submit a written termination claim to Boeing in accordance with the terms of this GTA Section 12.3. Such termination claim shall be asserted to Boeing within * and all documentation supporting said claim must be asserted not later than * after Seller's receipt of the termination notice and shall be in the form prescribed by Boeing. Such claim must contain sufficient detail describing the amount claimed, including detailed inventory schedules, a detailed breakdown of all costs claimed separated into categories (e.g., materials, purchased parts, finished components, labor, burden, general and administrative), and documentation supporting the claim reasonably requested by Boeing, including without limitation, invoices, proof of payment, etc., and an explanation underlying the basis for allocation of any other costs. In no event shall claims for non-recurring engineering be considered or paid by Boeing to Seller. With regard to the amount compensatable to Seller under a termination of all or part of an Order under this Agreement, Seller shall be entitled to compensation in accordance with and to the extent allowed under the terms of *. Notwithstanding the other claim amounts that Seller may be entitled to include in a termination claim hereunder, Boeing and Seller agree that termination charges for work in process or completed Product shall be payable *with respect to each Product covered by the termination notice as of the committed ship date, in relation to the stage of manufacturing the affected Product is at upon the date of the termination notice. * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * Seller shall indemnify Boeing and hold Boeing harmless from and against (i) any and all claims, suits and proceedings against Boeing by any subcontractor or supplier of Seller in respect of any such termination and (ii) any and all costs, expenses, losses and damages incurred by Boeing in connection with any such claim, suit or proceeding.
Seller's Claim. If Boeing terminates an Order in whole or in part pursuant to GTA Section 12.1 above, Seller shall have the right to submit a written termination claim to Boeing in accordance with the terms of this GTA Section 12.3. Such termination claim shall be asserted to Boeing within forty-five (45) days and all documentation supporting said claim must be asserted not later than six (6) months after Seller's receipt of the termination notice and shall be in the form prescribed by Boeing. Such claim must contain sufficient detail to explain the amount claimed, including detailed inventory schedules and a detailed breakdown of all costs claimed separated into categories (e.g., materials, purchased parts, finished components, labor, burden, general and administrative), and to explain the basis for allocation of all other costs. With regard to the amount compensatable to Seller under a termination pursuant to GTA Section 12.1 above, Seller shall be entitled to compensation in accordance with and to the extent allowed under the terms of FAR 52-249-2 paragraphs (e)-(i), (Sept 96) (as published in 48 CFR ss. 52.249-2 approval 1996; without Alternates, unless alternate clause date is called out on the Order) which is incorporated herein by reference except "
Seller's Claim. If PMW terminates an Order in whole or in part under this Agreement, Seller shall have the right to submit a written termination claim to PMW in accordance with the terms of this BPA Section 11.3. Such termination claim shall be asserted to PMW within forty-five (45) days and all documentation supporting said claim must be asserted not later than six (6) months after Seller's receipt of the termination notice and shall be in the form prescribed by PMW. Such claim must contain sufficient detail describing the amount claimed, including detailed inventory schedules, a detailed breakdown of all costs claimed separated into categories (e.g., materials, purchased parts, finished components, labor, burden, general and administrative), and documentation supporting the claim reasonably requested by PMW, including without limitation, invoices, proof of payment, etc., and an explanation underlying the basis for allocation of any other costs. In no event shall claims for non-recurring engineering be considered or paid by PMW to Seller. With regard to the amount compensatable to Seller under a termination of all or part of an Order under this Agreement, Seller shall be entitled to compensation in accordance with and to the extent allowed under the terms of FAR 52-249-2 paragraphs (e)-(i), (Sept 96) (as published in 48 CFR § 52.249-2 approval 1996; without alternates, unless alternate clause date is specified on the Order) which is incorporated herein by reference except "Government" and "
Seller's Claim. Buyer shall indemnify and hold harmless Seller and its assigns, agents, and affiliates against any and all damages, claims, losses, liabilities and expenses, including without limitation, legal accounting, and other expenses actually incurred by Seller, which may arise out of any breach of any of the representations or warranties made in this Agreement by Buyer. Buyer further agrees to indemnify Seller and hold him harmless from any loss, claim or liability arising from the operation of the business of the Company from and after the date of Seller's involvement as an officer or shareholder of the Company. Seller shall be entitled to rely upon the indemnification provisions in the Company's bylaws for any actions engaged in by him prior to the date hereof.
Seller's Claim. If Boeing terminates an Order in whole or in part pursuant to GTA Section 12.1 above, Seller shall have the right to submit a written termination claim to Boeing in accordance with the terms of this GTA Section 12.3. Such termination claim shall be asserted to Boeing within [ * ] and all documentation supporting said claim must be asserted not later than [ * ] after Seller’s receipt of the termination notice and shall be in the form mutually agreed upon by Seller and Boeing. Such claim must contain sufficient detail to explain the amount claimed, including detailed inventory schedules and a detailed breakdown of all costs claimed separated into categories (e.g., materials, purchased parts, finished components, labor, burden, general and administrative), and to explain the basis for allocation of all other costs. In no event shall claims for non-recurring engineering be considered or paid by Boeing to Seller. [ * ]
Seller's Claim. 13.3.1. The Seller shall give notice to the Purchaser of any Seller’s Claim which any Seller Indemnified Party has against the Purchaser at the address set out in Section 18 below, specifying the grounds of such Seller’s Claim and its corresponding amount and giving evidence of the costs claimed.
13.3.2. The Purchaser shall state its acceptance or disagreement with such Seller’s Claim within the term of ten (10) Business Days counted from the receipt of the referred notice. If the Purchaser fails to respond within such ten (10) Business Day period, it will be deemed to have accepted such Seller’s Claim and the relevant amount will be deemed undisputed.
13.3.3. Payment of the undisputed amounts by the Purchaser to the Seller Indemnified Party shall be made within the term of ten (10) Business Days from the receipt of the notice mentioned in Section 13.3.1 above or from the end of the ten (10) Business Day term described in the preceding paragraph.
Seller's Claim. If Boeing terminates an Order in whole or in part pursuant to GTA Section 12.1 above, Seller shall have the right to submit a written termination claim to Boeing in accordance with the terms of this GTA Section 12.3. Such termination claim shall be asserted to Boeing within forty-five (45) days (to the extent then known but not later than six (6) months after the notice of termination) and all documentation supporting said claim must be asserted not later than six (6) months after Seller's receipt of the termination notice and shall be in the form prescribed by Boeing. Such claim must contain sufficient detail (to the extent then reasonably available) to explain the amount claimed, including detailed inventory schedules and a detailed breakdown of all costs claimed separated into categories (e.g., materials, purchased parts, finished components, labor, burden, general and administrative), and to explain the basis for allocation of all other costs. In no event shall claims for non-recurring engineering be considered or paid by Boeing to Seller. If Boeing terminates an Airplane Program according to the terms of GTA 25.0 within [*****] of June 17, 2005, then Seller shall further have the right to receive from Boeing an inconvenience fee equal to the [*****] determined without regard to any write-off or other adjustment by reason of such termination, for the Tooling in support of the terminated Airplane Program.
Seller's Claim. If Boeing terminates an Order in whole or in part pursuant to Section 12.1 above, Seller shall have the right to submit a written termination claim to Boeing in accordance with the terms of this Section 12.3. Such termination claim shall be submitted to Boeing not later than six (6) months after Seller's receipt of the termination notice and shall be in the form prescribed by Boeing. Such claim must contain sufficient detail to explain the amount claimed, including detailed inventory schedules and a detailed breakdown of all costs claimed separated into categories (e.g., materials, purchased parts, finished components, labor, burden, general and administrative), and to explain the basis for allocation of all other costs. Seller shall be entitled to be compensated in accordance with and to the extent allowed under the terms of FAR 52-249-2(e)-(m) excluding (i), (as published in 48 CFR ss. 52.249-2) which is incorporated herein by this reference except "Government"
