Terms and Conditions of the Claims by the Beneficiary against the Warrantor Sample Clauses

Terms and Conditions of the Claims by the Beneficiary against the Warrantor. The Beneficiary undertakes to notify the Warrantor of any fact, event, or any claim resulting from any third party (including but not limited to the Tax administration), whether or not subject to a legal proceeding, and directed against the Companies, and which may result in an indemnification by the Warrantor pursuant to this Agreement. The Beneficiary shall make such notification within ninety (90) Working Days from (1) the date on which the fact or event has come to the Beneficiary’s knowledge, or (2) from the first receipt by the Beneficiary of the claim (such fact, event, or dispute being collectively referred to as the “Claim”, whereas the notification thereof being referred to as the “Notification of the Claim”). The Notification of the Claim shall describe and assess the exact amount of the Claim, should such amount be known at the time of the Notification, and shall be made along with all written proof in the Beneficiary’s possession then. The above-mentioned ninety (90) Working Day period shall be reduced to twenty (20) Working Days in the event of a notification that is subject to a mandatory time limit such as a notification or notice of tax or labor audit. The absence of Notification of the Claim by the Beneficiary within the above-mentioned time periods shall not exempt the Warrantor from its obligations under this Agreement, if the Beneficiary complies with all other material provisions of this Agreement and unless the default prevented the Warrantor to assert its rights to avoid or limit the payment of any indemnification pursuant to this Agreement. In this case only, the Warrantor will be exempt from its obligation to pay the indemnification related to the interested Claim for the amount corresponding to the Loss sustained due to the said default. Under no circumstances, and if the Beneficiary complies with all other provisions of this Agreement, the absence of Notification of Claim by the Beneficiary within the above-mentioned time period may question the right of the Beneficiary to claim other Claims.
Sample 1
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Related to Terms and Conditions of the Claims by the Beneficiary against the Warrantor

  • Survival of Representations, Warranties and Agreements; Third Party Beneficiary Notwithstanding any investigation made by any party to this Agreement or by the Placement Agent, all covenants, agreements, representations and warranties made by the Company and the Investor herein will survive the execution of this Agreement, the delivery to the Investor of the Shares and Warrants being purchased and the payment therefor. The Placement Agent shall be a third party beneficiary with respect to the representations, warranties and agreements of the Investor in Section 4 hereof.

  • Survival of Representations, Warranties and Agreements Notwithstanding any investigation made by any party to this Agreement, all covenants, agreements, representations and warranties made by the Company and the Investor herein shall survive the execution of this Agreement, the delivery to the Investor of the Shares being purchased and the payment therefor.

  • Breach of Representations and Warranties by the Company If the Company breaches any of the representations or warranties set forth in this Section 3, and in addition to any other remedies available to the Buyer pursuant to this Agreement, it will be considered an Event of default under Section 3.4 of the Note.

  • Survival of Representations and Agreements All representations and warranties, covenants and agreements of the Underwriters and the Company contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, including the agreements contained in Section 6, the indemnity agreements contained in Section 8 and the contribution agreements contained in Section 9, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof or by or on behalf of the Company, any of its officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Shares to and by the Underwriters. The representations contained in Section 1 and the agreements contained in Sections 6, 8, 9, 11, 12 and 18 hereof shall survive any termination of this Agreement, including termination pursuant to Section 10 or 12 hereof.

  • Nonsurvival of Representations, Warranties and Agreements None of the representations, warranties, covenants and agreements in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time, except for those covenants and agreements contained herein and therein which by their terms apply in whole or in part after the Effective Time.

  • Representations, Warranties and Agreements of the Underwriters Each Underwriter represents and warrants to, and agrees with, the Company and each other Underwriter that:

  • No Bankruptcy Petition; Disclaimer and Subordination (a) Each of the Seller, the Indenture Trustee, the Servicer, the Owner Trustee and each Holder (by acceptance of the applicable Securities) covenants and agrees that, prior to the date that is one year and one day after the payment in full of all amounts owing in respect of all outstanding Securities, it will not institute against the Trust Depositor, or the Trust, or join any other Person in instituting against the Trust Depositor or the Trust, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceedings under the laws of the United States or any state of the United States. This Section 11.10 will survive the termination of this Agreement.

  • Survival of Representations and Warranties and Agreements All representations and warranties of the parties contained in this Agreement shall survive the Closing and shall not be affected by any investigation made prior to the Closing.

  • Representations, Warranties and Agreements of the Purchaser The Purchaser hereby represents and warrants to, and agrees with, the Company as follows:

  • EXCULPATION PROVISIONS EACH OF THE PARTIES HERETO SPECIFICALLY AGREES THAT IT HAS A DUTY TO READ THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND AGREES THAT IT IS CHARGED WITH NOTICE AND KNOWLEDGE OF THE TERMS OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS; THAT IT HAS IN FACT READ THIS AGREEMENT AND IS FULLY INFORMED AND HAS FULL NOTICE AND KNOWLEDGE OF THE TERMS, CONDITIONS AND EFFECTS OF THIS AGREEMENT; THAT IT HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL OF ITS CHOICE THROUGHOUT THE NEGOTIATIONS PRECEDING ITS EXECUTION OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS; AND HAS RECEIVED THE ADVICE OF ITS ATTORNEY IN ENTERING INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS; AND THAT IT RECOGNIZES THAT CERTAIN OF THE TERMS OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS RESULT IN ONE PARTY ASSUMING THE LIABILITY INHERENT IN SOME ASPECTS OF THE TRANSACTION AND RELIEVING THE OTHER PARTY OF ITS RESPONSIBILITY FOR SUCH LIABILITY. EACH PARTY HERETO AGREES AND COVENANTS THAT IT WILL NOT CONTEST THE VALIDITY OR ENFORCEABILITY OF ANY EXCULPATORY PROVISION OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS ON THE BASIS THAT THE PARTY HAD NO NOTICE OR KNOWLEDGE OF SUCH PROVISION OR THAT THE PROVISION IS NOT “CONSPICUOUS.”

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