Seller's Claim. Buyer shall indemnify and hold harmless -------------- each 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 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:
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. With regard to the amount compensable 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 [ * ]. 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. [ * ] With respect to termination claims settled and paid by Boeing, 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 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 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 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(e)-(i), (as published in 48 CFR (S) 52.249-2 approval 1996; without Alternates) which is incorporated herein by reference except "
Seller's Claim. If Spirit AeroSystems 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 Spirit AeroSystems in accordance with the terms of this GTA Section 12.3. Such termination claim shall be asserted toSpirit AeroSystems 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 Spirit AeroSystems. 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 Spirit AeroSystems to Seller. 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 § 52.249-2 approval 1996; without Alternates, unless alternate clause date is called out on the Order) which is incorporated herein by reference except "Government"
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"
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 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. 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.
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
