Third Party Damages Sample Clauses

Third Party Damages. Should VDL Castings become liable to compensate a third party due to damages or loss suffered by such third party, the Customer shall indemnify and hold VDL Castings harmless for any such damages, to the extent VDL Castings’ liability is excluded as set out in these General Terms. VDL Castings shall in no event be liable for damages or loss; • caused to immovable or movable property by a Part if the Part is in the possession of the Customer at the time the damage occurs, nor for any consequences of such damage; or • caused by a Part if the damaged object is a product manufactured by the Customer or a product of which the product manufactured by the Customer form a part. If a party receives a claim for damages by a third party, the receiving party shall immediately notify the other party thereof.
Sample 1
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Third Party Damages. During the mortgage term, any damages as a result of decrease in value of the mortgaged objects by reason of the act of any third party shall be paid to the account named by Party B. In respect of the said damages, Party A agrees Party B is entitled to take any of the following steps and agrees to provide reasonable assistance in undergoing related formalities: 8.1 Applied to repay or pay the principal of and accrued interest on the loan hereunder, as well as any other expenses in relation thereto; 8.2 Changed into term deposit and the deposit certificate is provided as the pledge; 8.3 Applies to repair the mortgaged objects for purpose of reinstating the value thereof upon consent of Party B; 8.4 Lodged with a third party as appointed by Party B; 8.5 Make free disposal of the damages upon provision by Party A of any new guaranty as required by Party B. During the mortgaged term, Party A shall provide another guaranty acceptable to Party B in case that the value of the mortgaged objects is less than the principal of and accrued interests on the loan, as well as any other expenses incurred in respect hereunder. The remaining value of the mortgaged objects shall be deemed part of the guarantee for the debts.
Sample 1
Third Party Damages. 6.3.1 Seller shall not be liable for costs incurred for repair and/or replacement of Terminal Equipment that fails or becomes inoperative due to negligence on the part of a user other than Seller or Seller’s employees or contractors, liquid intrusion not caused by the negligent or intentional acts or omissions by Seller or Seller’s employee or contractors, lightning damage, installations or removals performed by third parties not employed or 6.3.2 Seller shall not be liable for costs incurred for correcting, replacing or repairing equipment damaged and/or data corruption induced and/or caused by third party personnel not hired by Seller to perform such correction, replacement, or repair or other equipment/systems not provided by or under the direction of Seller.
Sample 1
Third Party Damages. The Company shall not be responsible for damage to Owner, municipal or private property caused by third parties other than the employees, subcontractors, or agents of the Company. In the event of property damage caused by third parties, the Owner may request the Company to repair the damage. The Owner shall reimburse the Company for all costs associated with such repair activities for damages caused by third parties other than the employees, subcontractors, or agents of the Company plus ten percent 10(%). Documentation of the third party damage will be provided in the form of identification of the third party, cost breakdown, and photograph if available.
Sample 1
Third Party Damages. In the case of a Third Party Damages, within ------------------- ten days of receipt of a Notice of Damages, the Representative may, by written notice to Interwoven, elect to, at its own expense, participate in or assume control of the negotiation, settlement or defense of the Damages and, in such event, the Representative shall reimburse Interwoven for all of Interwoven's reasonable out-of-pocket expenses as a result of such participation or assumption. If the Representative elects to assume such control, Interwoven shall have the right to participate in the negotiation, settlement or defense of such Third Party Damages and to retain counsel to act on its behalf, provided that the fees and disbursements of such counsel shall be paid by Interwoven unless the Representative consents to the retention of such counsel at its expense. If the Representative, having elected to assume such control, thereafter fails to defend the Third Party Damages within a reasonable time, Interwoven shall be entitled to assume such control and the Representative shall be bound by the results obtained by Interwoven with respect to such Third Party Damages. If Interwoven, the Representative or any other party makes a payment, resulting in settlement of the Third Party Damages, which precludes a final determination of the merits of the Third Party Damages and Interwoven and the Representative are unable to agree whether such payment was unreasonable in the circumstances having regard to the amount and merits of the Third Party Damages, then such dispute shall be referred to and finally settled by binding arbitration in accordance with the commercial rules of the American Arbitration Association ("AAA") then in effect, in San Mateo County, California, by a single arbitrator chosen by the AAA, from which there shall be no appeal.
Sample 1
Third Party Damages. Should Componenta become liable to compensate a third party due to damages or loss suffered by such third party, the Customer shall compensate Componenta for any such damages, to the extent Componenta’s liability is excluded as set out in these General Terms or otherwise attributable to the Customer. If a party receives a claim for damages by a third party, the receiving party shall immediately notify the other party thereof.
Sample 1
Third Party Damages. The Lessee shall indemnify the Lessor to the extent that the Lessor is held liable to a third party for loss or damage caused by the Equipment to fixed or loose property.
Sample 1
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Third Party Damages. WRA shall resolve and pay for all costs resulting from damages to CSIP and SRDF facilities caused by third parties and not covered by insurance maintained by either WRA or PCA. If such damages are caused by a grower who is being served by the CSIP, WRA shall determine whether the associated costs are to be recovered from the grower, or are to be absorbed by WRA, but in no case shall PCA have any cost or other liability with regard to repairing said damages, except that WRA may request PCA to make necessary repairs and reimburse PCA for all costs associated therewith. The budget for the CSIP does not include any amounts for making such repairs, and WRA shall fund the cost of such repairs outside of this Water Recycling Agreement.
Sample 1
Third Party Damages. Resolve third-party damage or other claims in accordance with Section 4. 6 below.
Sample 1

Related to Third Party Damages

  • Monetary Damages In the event that the Partnership breaches its obligations set forth in Article 2, Article 3, or Article 6 with respect to a Protected Partner the Protected Partner’s sole right shall be to receive from the Partnership, and the Partnership shall pay to such Protected Partner as damages, an amount equal to: (a) in the case of a violation of Articles 3 or 0, xxx xxxxxxxxx xxxxxxx, xxxxx and local income taxes incurred by the Protected Partner or an Indirect Owner as a result of the income or gain allocated to, or otherwise recognized by, such Protected Partner with respect to its Units by reason of such breach; (b) in the case of a violation of Article 0, xxx xxxxxxxxx xxxxxxx xxxxx, and local income taxes incurred by the Protected Partner or an Indirect Owner with respect the Excess Protected Gain incurred with respect to the Gain Limitation Property that is allocable to such Protected Partner under the Partnership Agreement and Section 2.3 hereof (computed without regard to the principles set forth in the parenthetical in the first paragraph of Section 2.1); plus in the case of either (a) or (b), an amount equal to the aggregate federal, state, and local income taxes payable by the Protected Partner or an Indirect Owner as a result of the receipt of any payment required under this Section 4.1. For purposes of computing the amount of federal, state, and local income taxes required to be paid by a Protected Partner (or Indirect Owner), (i) any deduction for state income taxes payable as a result thereof actually allowed in computing federal income taxes shall be taken into account, and (ii) a Protected Partner’s (or Indirect Owner’s) tax liability shall be computed using the highest federal, state and local marginal income tax rates that would be applicable to such Protected Partner’s (or Indirect Owner’s) taxable income (taking into account the character and type of such income or gain) for the year with respect to which the taxes must be paid, without regard to any deductions, losses or credits that may be available to such Protected Partner (or Indirect Owner) that would reduce or offset its actual taxable income or actual tax liability if such deductions, losses or credits could be utilized by the Protected Partner (or Indirect Owner) to offset other income, gain or taxes of the Protected Partner(or Indirect Owner), either in the current year, in earlier years, or in later years).

  • Delay Damages If the Commercial Operation Date is not achieved by the date set forth therefor in Section 3.1(a) (as extended pursuant to Section 3.1(c)), Seller shall pay to Buyer damages for each month from and after such date until the Commercial Operation Date at the rate of $1.50 per kwh of Contract Maximum Amount up to a maximum of twelve (12) months of delay, pro rated for partial months (“Delay Damages”). Delay Damages shall be due under this Section 3.2(a) without regard to whether Buyer exercises its right to terminate this Agreement pursuant to Section 9.3; provided, however, that if Buyer exercises its right to terminate this Agreement under Section 9.3, Delay Damages shall be due and owing to the extent that such Delay Damages were due and owing at the date of such termination. If the Facility has not achieved the Commercial Operation by the date set forth therefor in Section 3.1(a) (as the same may be extended in accordance with Section 3.1(c)), for any reason, Seller shall have the right to terminate this Agreement at any time after that deadline date (as so extended) until either the Facility achieves the Commercial Operation Date or Buyer terminates this Agreement under Section 9.3 (regardless of whether or not Seller elected to continue to construct the Project). In the event Seller so terminates this Agreement, Seller shall be liable to Buyer on the date of such termination for (x) the entire amount of Delay Damages that would otherwise accrue (or have accrued) by such date plus (y) the undrawn amount of any Development Period Security provided to Buyer by Seller; provided, however, that if Seller terminates this Agreement on the deadline set forth for the Commercial Operation Date in Section 3.1(a) (as the same may be extended in accordance with Section 3.1(c)), Seller shall not be required to pay any Delay Damages hereunder but shall forfeit the Development Period Security. Subject to the foregoing sentence, neither Party shall have any liability to the other Party with respect to a termination of this Agreement by Seller under this Section 3.2(b). Each Party agrees and acknowledges that (i) the damages that Buyer would incur due to Seller’s delay in achieving the Commercial Operation Date would be difficult or impossible to predict with certainty, and (ii) it is impractical and difficult to assess actual damages in the circumstances stated, and therefore the Delay Damages and other damages as agreed to by the Parties and set forth herein are a fair and reasonable calculation of such damages. Notwithstanding the foregoing, this Article shall not limit the amount of damages payable to Buyer if this Agreement is terminated by Buyer as a result of Seller’s failure to achieve the Commercial Operation Date. Any such termination damages shall be determined in accordance with Article 9. By the tenth (10th) day following the end of the calendar month in which Delay Damages first become due and continuing by the tenth (10th) day of each calendar month during the period in which Delay Damages accrue (and the following months if applicable), Buyer shall deliver to Seller an invoice showing Buyer’s computation of such damages and any amount due Buyer in respect thereof for the preceding calendar month. No later than ten (10) days after receiving such an invoice, Seller shall pay to Buyer, by wire transfer of immediately available funds to an account specified in writing by Buyer or by any other means agreed to by the Parties in writing from time to time, the amount set forth as due in such invoice. If Seller fails to pay such amounts when due, Buyer may draw upon the Development Period Security for payment of such Delay Damages, and Buyer may exercise any other remedies available for Seller’s default hereunder.

  • Property Damage Lessee shall obtain and maintain insurance coverage on all of Lessee's personal property, Trade Fixtures, and Lessee Owned Alterations and Utility Installations. Such insurance shall be full replacement cost coverage with a deductible of not to exceed $1,000 per occurrence. The proceeds from any such insurance shall be used by Lessee for the replacement of personal property, Trade Fixtures and Lessee Owned Alterations and Utility Installations. Lessee shall provide Lessor with written evidence that such insurance is in force.

  • Third Party Claims Each Notice of Claim given by Acquiror, which involves a third party (a “Third Party Claim”), shall be resolved as follows: (a) If, within thirty (30) days after a Notice of Claim is delivered to the Seller Representative, (x) the Seller Representative produces a notice of election and (y) such notice of election includes a written acknowledgment from the Seller Representative on behalf of the Seller Guarantors and the Sellers (the “Indemnifying Persons”) that the Indemnifying Persons would be required to indemnify the Acquiror Indemnified Persons for all Damages in connection with such Third Party Claim Notice, the Indemnifying Persons shall have the right, but not the obligation to (i) take control of the defense and investigation of such Third Party Claim, (ii) employ and engage attorneys of their own choice (subject to the approval of Acquiror, such approval not to be unreasonably withheld, conditioned or delayed) to handle and defend the same, at the Indemnifying Persons’ sole cost and expense, and (iii) compromise or settle such Third Party Claim, which compromise or settlement shall be made only with the written consent of Acquiror; provided, that such consent will not be required if such settlement includes an unconditional release of the Acquiror Indemnified Persons and provides solely for payment of monetary damages for which the Acquiror Indemnified Persons will be indemnified in full. Notwithstanding the foregoing, the Indemnifying Persons shall not have the right to assume the defense of a Third Party Claim if (1) the Indemnifying Persons fail to actively and diligently conduct the defense of the Third Party Claim (after notice and reasonable opportunity to cure), (2) the Acquiror Indemnified Persons have received advice from counsel that an actual or potential conflict exists between the Acquiror Indemnified Persons and the Indemnifying Persons in connection with the defense of such Third Party Claim, (3) such Third Party Claim seeks a finding or admission of a violation of any criminal Law by an Acquiror Indemnified Person, (4) such Third Party Claim seeks an injunction or other equitable remedies in respect of an Acquiror Indemnified Person or its business, (5) such Third Party Claim relates to a Material Customer or Material Supplier, or (6) such Third Party Claim is reasonably likely to result in Damages that, taken with any other then existing claims under this Article 12, would not be not be fully indemnified hereunder. (b) In the event that the Indemnifying Persons defend the Acquiror Indemnified Persons against a Third Party Claim, the Acquiror Indemnified Persons shall cooperate in all reasonable respects, at the Indemnifying Persons’ request, with the Indemnifying Persons and their attorneys in the investigation, trial and defense of such Third Party Claim and any appeal arising therefrom, including, if appropriate and related to such Third Party Claim, in making any counterclaim against the third party claimant, or any cross complaint against any Person, in each case, at the expense of the Indemnifying Persons. The Acquiror Indemnified Persons may, at their own sole cost and expense, monitor and further participate in (but not control) the investigation, trial and defense of such Third Party Claim and any appeal arising therefrom. (c) Notwithstanding anything to the contrary herein, if the Indemnifying Persons do not assume such defense and investigation or does not acknowledge in writing within thirty (30) days after receipt of the Third Party Claim Notice its obligation to indemnify the Acquiror Indemnified Persons against any Damages arising from such Third Party Claim, then the Acquiror Indemnified Persons shall have the right to retain separate counsel of their choosing, defend such Third Party Claim and have the sole power to direct and control such defense (all at the cost and expense of the Indemnifying Persons if it is ultimately determined that the Acquiror Indemnified Persons are entitled to indemnification hereunder); it being understood that the Acquiror Indemnified Persons’ right to indemnification for a Third Party Claim shall not be adversely affected by assuming the defense of such Third Party Claim. Notwithstanding anything herein to the contrary, whether or not the Indemnifying Persons shall have assumed the defense of such Third Party Claim, the Acquiror Indemnified Persons shall not settle, compromise or pay such Third Party Claim for which they seeks indemnification hereunder without the prior written consent of the Indemnifying Persons, which consent shall not be unreasonably withheld, conditioned or delayed. (d) The Acquiror Indemnified Persons and the Indemnifying Persons shall use commercially reasonable efforts to avoid production of confidential information (consistent with Law), and to cause all communications among employees, counsel and others representing any party to a Third Party Claim to be made so as to preserve any applicable attorney-client or work-product privileges. (e) Notwithstanding anything to the contrary in this Agreement, Section 8.1(d) shall exclusively govern S Corporation Tax Proceedings.

  • Direct Damages A PARTY’S DAMAGES RESULTING FROM A BREACH OR VIOLATION OF ANY REPRESENTATION, WARRANTY, COVENANT, AGREEMENT OR CONDITION CONTAINED IN THIS AGREEMENT OR ANY ACT OR OMISSION ARISING FROM OR RELATED TO THIS AGREEMENT SHALL BE LIMITED TO ACTUAL DIRECT DAMAGES AND SHALL NOT INCLUDE ANY OTHER LOSS OR DAMAGE, INCLUDING INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, PRODUCTION, OR REVENUES, AND EACH PARTY RELEASES THE OTHER PARTY FROM ALL SUCH CLAIMS FOR LOSS OR DAMAGE OTHER THAN ACTUAL DIRECT DAMAGES; PROVIDED THAT THIS LIMITATION TO DIRECT DAMAGES SHALL NOT LIMIT THE PARTIES’ INDEMNIFICATION OBLIGATIONS UNDER Section 3.5(c), Section 7.3, AND Article 15.

  • Punitive Damages The Administrative Agent, the Lenders and the Borrower hereby agree that no such Person shall have a remedy of punitive or exemplary damages against any other party to a Loan Document and each such Person hereby waives any right or claim to punitive or exemplary damages that they may now have or may arise in the future in connection with any Dispute, whether such Dispute is resolved through arbitration or judicially.

  • Consequential Damages Neither party to this Agreement shall be liable to the other party for special, indirect or consequential damages under any provision of this Agreement or for any special, indirect or consequential damages arising out of any act or failure to act hereunder.

  • Indirect Damages To the maximum extent permitted by Law, the Stripe Parties will not be liable to you or your Affiliates in relation to this Agreement or the Services during and after the Term (whether in contract, negligence, strict liability or tort, or on other legal or equitable grounds) for any lost profits, personal injury, property damage, loss of data, business interruption, indirect, incidental, consequential, exemplary, special, reliance, or punitive damages, even if these losses, damages, or costs are foreseeable, and whether or not you or the Stripe Parties have been advised of their possibility.

  • Special Damages NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT TO THE CONTRARY, AND EXCEPT AS PROVIDED BELOW, IN NO EVENT WILL EITHER PARTY OR ANY PERSON IN ITS GROUP BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT, COLLATERAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS SUFFERED BY AN INDEMNITEE, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, IN CONNECTION WITH ANY DAMAGES ARISING HEREUNDER OR THEREUNDER; PROVIDED, HOWEVER, THAT TO THE EXTENT AN INDEMNIFIED PARTY IS REQUIRED TO PAY ANY DAMAGES, INCLUDING SPECIAL, INCIDENTAL, INDIRECT, COLLATERAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS (OTHER THAN DAMAGES OR LOST PROFITS CONSTITUTING EXCLUDED LIABILITIES), TO A PERSON WHO IS NOT IN EITHER GROUP IN CONNECTION WITH A THIRD PARTY CLAIM, SUCH DAMAGES WILL CONSTITUTE DIRECT DAMAGES AND WILL NOT BE SUBJECT TO THE LIMITATION SET FORTH IN THIS SECTION 11.17.

  • Liability for Damages 1. The Purchaser shall be liable for any damages sustained by the State arising from Purchaser’s breach of the terms of this Contract and the State may cause all or part of the performance bond to be forfeited to recover such damages. 2. In the event that a portion of the timber sale under this Contract is resold as a result of the Purchaser’s forfeiture and the stumpage rate pursuant to the resold contract is lower than the stumpage rate provided herein, the difference between the original rate and the new rate shall be considered damages and the Purchaser shall be liable to the State for those damages. The State may cause all or part of the Purchaser’s performance bond to be forfeited to recover such damages.

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