VENDOR PROTECTION Sample Clauses

VENDOR PROTECTION. 12.1 If any potential claim shall arise by reason of a liability of the Company which is contingent only, then the Warrantors shall not be under any obligation to make any payment in respect of such claim until such time as the contingent liability ceases to be contingent and becomes actual. 12.2 The Purchaser confirms to the Warrantors that it is not aware at the date of this Deed, after discussion with its accountants and solicitors, of any matter or thing which in its reasonable opinion will or may give rise to any claim under this Deed; provided for the avoidance of doubt that a matter shall not be deemed to be known to the Purchaser by reason of it being known to any of the Warrantors.
Sample 1Sample 2
AutoNDA by SimpleDocs
VENDOR PROTECTION. The Purchaser acknowledges that (having regard to the manner in which the Consideration for the Shares has been calculated) the Vendors have a legitimate interest in ensuring that the Eligible Profit of the Company for the Earnout Period is as high as may fairly and reasonably be achieved by the Company and the Subsidiary (in this Part 3 jointly referred to as the "Company") in those years (having due regard to the Purchaser's legitimate interest in establishing a stable and secure business for the Company in the long term). Accordingly, but subject in all cases to Clause 15 of this Part 3 of this Schedule, the Purchaser undertakes with the Vendors that during the Earnout Period:
Sample 1Sample 2
VENDOR PROTECTION. I Notwithstanding anything to the contrary contained in Clause 6 of this Agreement the Warranties shall be qualified by the provisions of this Schedule and in the event of inconsistency between the provisions of this Schedule and the Warranties and/or Clause 6, the provisions of this Schedule shall prevail.
Sample 1
VENDOR PROTECTION. The provisions of schedule 5 relating to claims in respect of the Warranties shall have effect as if set out here.
Sample 1
VENDOR PROTECTION. 18 8.7 Pending Completion...............................................20 8.8 Liaison on Conduct of Business...................................20 8.9 Further Disclosure by Vendors....................................21 8.10 Rescission.......................................................21 8.11
Sample 1
VENDOR PROTECTION. The provisions of Schedule 7 shall apply.
Sample 1
VENDOR PROTECTION. The liability of the Vendors in respect of any claim under or in connection with the Warranties (each such claim, a "Relevant Claim") shall be limited as follows:- (i) the aggregate liability of the Vendors in respect of Relevant Claims shall be limited to S$11,000,000.00; (ii) the Vendors shall not be liable in respect of a Relevant Claim unless the aggregate liability of the Vendors in respect of all Relevant Claims exceeds S$100,000.00 in which case the Vendors shall jointly and severally be liable for the whole amount and not merely the excess over S$100,000.00; (iii) the Vendors shall have no liability in respect of any Relevant Claim unless the Purchaser shall have given notice in writing to the Vendors of such claim on or before 31st December 1999; (iv) if the Vendors pay to or for the benefit of the Purchaser an amount in respect of any Relevant Claim and any of the Purchaser or the Company subsequently receives from any other person any payment in respect of the matter giving rise to the Relevant Claim, the Purchaser shall thereupon pay to the Vendors (unless otherwise requested, in the Shareholding Proportion) an amount equal to the payment received, after having taken into account any cost, liability (including tax liability) or expense in respect thereof and except to any extent that the liability of the Vendors in respect of the
Sample 1
AutoNDA by SimpleDocs
VENDOR PROTECTION. 9.1 Subject to Clause 9.2, the liability of the Vendor under the Warranties given in Part 4 of the Schedule shall cease on the second anniversary of the Completion Date, save as regards any alleged specific breach of which notice in writing (containing details of the event or circumstance giving rise to the breach, the basis upon which the Purchaser is making a claim against the Vendor and an estimate of the total amount of liability which results) has been given to the Vendor prior to that second anniversary. 9.2 The liability of the Vendor under the Warranties given in Part 5 of the Schedule, under the indemnity given in Clause 7.1 and under the Tax Covenant shall cease on the sixth anniversary of the Completion Date, save as regards any alleged specific breach of which notice in writing (containing details of the event or circumstance giving rise to the breach, the basis upon which the Purchaser is making a claim against the Vendor and an estimate of the total amount of liability which results) has been given to the Vendor prior to that anniversary. 9.3 The total aggregate liability of the Vendor under the Warranties, the indemnity set out in Clause 7.1 and the Tax Covenant shall not in any event exceed (POUNDS)1,000,000.00. 9.4 The Vendor shall not be liable for any Claim:- 9.4.1 unless the aggregate amount of the liability of the Vendor for all substantiated Claims exceeds (POUNDS)75,000 (in which event the Vendor shall be liable for the excess); 9.4.2 in respect of any substantiated individual Claim the liability of the Vendor in respect of such substantiated Claim is less than (POUNDS)7,500 (and all such Claims will be disregarded for the purposes of Clause 9.4.1) 9.5 The Vendor shall not be liable for any Claim in respect of any fact, matter, event or circumstance to the extent that allowance, provision or reserve has been made for such fact, matter, event or circumstance in the Accounts or to the extent that payment or discharge of the relevant matter has been taken into account therein or to the extent that such matter was specifically referred to in the notes to such Accounts. 9.6 The Vendor shall not be liable for any Claim which would not have arisen but for an act, omission or transaction carried out after the date of Completion by the Purchaser or any of the Group Companies, their respective directors, employees or agents or successors in title otherwise than in the ordinary course of business of such Group Companies as carried on up to Comp...
Sample 1
VENDOR PROTECTION. 7.1. The provisions of Schedule Part Four shall apply.
Sample 1

Related to VENDOR PROTECTION

  • TEACHER PROTECTION A. The teachers shall have the right to review those things in his/her personnel file to which he/she is entitled by Law. At the option of the teacher, a representative of the Association may be present for such review. Each file shall contain a record indicating reviewer and date of review, excluding school personnel official access for record maintenance. B. The teacher may submit a written notation regarding any material and the same will be attached to the file copy of the material in question. If the teacher is asked to sign material placed in his/her file, such signature will be understood to indicate his/her awareness of the material but in no instance shall said signature be interpreted to mean agreement with the content of the material. X. Any serious complaint made against a teacher by any parent, student, and other person will be promptly called to the attention of the teacher. D. If a teacher is to be disciplined or reprimanded by the Board or its designee, he/she shall be entitled to have a representative of the Association present. That representative shall be the teacher's choice between the building representative or another Association officer. E. Each teacher has the responsibility for maintaining proper student control and discipline throughout the school day as well as at school-sponsored activities where he/she is serving as a sponsor or chaperone. The teacher, however, has the primary responsibility for maintaining control and discipline in his/her classroom. The Board will give reasonable support and assistance to teachers with respect to maintenance of control and discipline. Whenever is appears that a particular pupil requires special attention, reasonable steps shall be taken to provide such attention. The teachers recognize that all disciplinary actions and methods invoked by them shall be in accordance with established Board policy. F. Any case of assault upon a teacher which is related to a school-centered problem shall be promptly reported to the Board or its designated representative. If the assault was by a pupil or pupils, the Administration shall promptly investigate the matter and determine suitable discipline for the assaulting pupil. This decision shall be communicated to the teacher concerned. If the assault is by an adult, who is not a pupil, the Board its designee representative shall promptly report the incident to the proper law enforcement authorities. G. A teacher may suspend a pupil from one (1) period, when the grossness of the offense, the persistence of the misbehavior, or the disruptive effect of the violation makes the continued presence of the student in that classroom intolerable. In such cases, the teacher will promptly (by the end of the school day) furnish the administrator or counselor full particulars of the incident. The teacher and the administration will cooperatively endeavor to achieve correction of student behavior through whatever avenues are reasonably available. H. School administrators and teachers will endeavor to achieve correction of the students' misbehavior through counseling and interviews with the child and his/her parents when warranted.

  • Whistleblower Protections The Party shall not discriminate or retaliate against one of its employees or agents for disclosing information concerning a violation of law, fraud, waste, abuse of authority or acts threatening health or safety, including but not limited to allegations concerning the False Claims Act. Further, the Party shall not require such employees or agents to forego monetary awards as a result of such disclosures, nor should they be required to report misconduct to the Party or its agents prior to reporting to any governmental entity and/or the public.

  • Job Protection 15.9.1 Subject to 15.10 below, an employee returning from parental leave is entitled to resume work in the same position or a similar position to the one they occupied at the time of commencing parental leave. A similar position means a position: (a) At the equivalent salary, grading; (b) At the equivalent weekly hours of duty; (c) In the same location or other location within reasonable commuting distance; and (d) Involving responsibilities broadly comparable to those experienced in the previous position. 15.9.2 Where applicable, employees shall continue to be awarded increments when their incremental date falls during absence on parental leave.

  • Requirements for Protection In compliance with NPCC requirements and Good Utility Practice, Developer shall provide, install, own, and maintain relays, circuit breakers and all other devices necessary to remove any fault contribution of the Large Generating Facility to any short circuit occurring on the New York State Transmission System not otherwise isolated by Connecting Transmission Owner’s equipment, such that the removal of the fault contribution shall be coordinated with the protective requirements of the New York State Transmission System. Such protective equipment shall include, without limitation, a disconnecting device or switch with load- interrupting capability located between the Large Generating Facility and the New York State Transmission System at a site selected upon mutual agreement (not to be unreasonably withheld, conditioned or delayed) of the Developer and Connecting Transmission Owner. Developer shall be responsible for protection of the Large Generating Facility and Developer’s other equipment from such conditions as negative sequence currents, over- or under-frequency, sudden load rejection, over- or under-voltage, and generator loss-of-field. Developer shall be solely responsible to disconnect the Large Generating Facility and Developer’s other equipment if conditions on the New York State Transmission System could adversely affect the Large Generating Facility.

  • System Protection To prevent compromise of systems which contain DSHS Data or through which that Data passes: a. Systems containing DSHS Data must have all security patches or hotfixes applied within 3 months of being made available. b. The Contractor will have a method of ensuring that the requisite patches and hotfixes have been applied within the required timeframes. c. Systems containing DSHS Data shall have an Anti-Malware application, if available, installed. d. Anti-Malware software shall be kept up to date. The product, its anti-virus engine, and any malware database the system uses, will be no more than one update behind current.

  • Whistleblower Protection Notwithstanding anything to the contrary contained herein, no provision of this Agreement shall be interpreted so as to impede the Employee (or any other individual) from reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General, or making other disclosures under the whistleblower provisions of federal law or regulation. The Employee does not need the prior authorization of the Company to make any such reports or disclosures and the Employee shall not be not required to notify the Company that such reports or disclosures have been made.

  • Eye Protection Where an employee is required by the College or by legislation, in order to perform his/her duties, to acquire and wear prescription eye protection, the employee shall provide the College with proof of purchase by March 1 each year and the College shall reimburse to such employee, on the first pay day of April in each year, up to a maximum of twenty dollars ($20.00); in situations other than the foregoing, the College, may in its discretion, (which discretion shall not be unreasonably exercised) reimburse such expense where it is recommended by the health and safety committee constituted under the Occupational Health and Safety Act.

  • Xxxxx Disaster Protection In accordance with the requirements of the Flood Disaster Protection Act of 1973 (42 U.S.C. 4001), the Subrecipient shall assure that for activities located in an area identified by the Federal Emergency Management Agency (FEMA) as having special flood hazards, flood insurance under the National Flood Insurance Program is obtained and maintained as a condition of financial assistance for acquisition or construction purposes (including rehabilitation).

  • Virus Protection The Bank is not responsible for any electronic virus or viruses that you may encounter. We suggest that you routinely scan your PC using a virus protection product. An undetected virus may corrupt and destroy your programs, files, and your hardware.

  • Further Protection The Pledgor will promptly give notice to the Secured Party of, and defend against, any suit, action, proceeding or lien that involves Posted Credit Support Transferred by the Pledgor or that could adversely affect the security interest and lien granted by it under Paragraph 2, unless that suit, action, proceeding or lien results from the exercise of the Secured Party’s rights under Paragraph 6(c).

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!