Voluntary Acts or Omissions Sample Clauses

Voluntary Acts or Omissions. Each Seller shall not be liable for any Claim arising or increased directly or indirectly as a result of any voluntary act or omission of any member of the Purchaser’s Group (including, following Completion, the Group) after the date of this Agreement (including, for the avoidance of doubt, any matters consented to by the Purchaser in Clause 7.1 or otherwise pursuant to Clauses 7.3(c) or 7.3(d)).
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Voluntary Acts or Omissions. Neither the Seller nor the Guarantor be liable for any Claim arising or increased directly or indirectly as a result of any voluntary act or omission of any Buyer Group Company (including, after Closing, each Acquired Entity) after the date of this Agreement.
Sample 1
Voluntary Acts or Omissions. The Seller shall not be liable to the Purchaser for any Warranty Claim to the extent that such Warranty Claim arises or increases directly or indirectly as a result of any voluntary act or omission of any member of the Shell Group (including, following Partial Completion or Completion, as applicable, the Company or a Subsidiary) in breach of this Agreement after the date of this Agreement.
Sample 1
Voluntary Acts or Omissions. A15 shall not be liable for any Claim (apart from in relation to a Connect Ads Tax Claim) to the extent that it arises or is increased directly as a result of any voluntary act or omission of any member of the Httpool Group, Aleph Group or IMS Group (as applicable): (a) prior to the Completion Date with the prior written consent of, or at the written instruction of, Httpool, Aleph Cayman or IMS, or any member of the Httpool Group, Aleph Group or IMS Group; or (b) after the Completion Date except pursuant to a legally binding obligation of Connect Ads or a member of the Connect Ads Group entered into prior to Completion or in the ordinary course of business.
Sample 1
Voluntary Acts or Omissions. Neither IMS nor Aleph Cayman shall be liable for any Claim (apart from in relation to an IMS Tax Claim) to the extent that it arises or is increased directly as a result of any voluntary act or omission of any member of the A15 Group: (a) prior to the Completion Date with the prior written consent of, or at the written instruction of A15 or any member of the A15 Group; or (b) after the Completion Date except pursuant to a legally binding obligation of IMS or Aleph Cayman (as applicable) or any member of the IMS Group entered into prior to Completion or in the ordinary course of business.
Sample 1

Related to Voluntary Acts or Omissions

  • Delays or Omissions No delay or omission to exercise any right, power or remedy accruing to any party under this Agreement, upon any breach or default of any other party under this Agreement, shall impair any such right, power or remedy of such non-breaching or non-defaulting party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.

  • No Material Misstatements or Omissions At each time of effectiveness, at the date hereof, at the Closing Date, and at each Option Closing Date, if any, the Registration Statement and any post-effective amendment thereto complied or will comply in all material respects with the requirements of the Securities Act and the Rules and Regulations and did not, does not, and will not, as the case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Time of Sale Disclosure Package (as defined below) as of the date hereof and at the Closing Date and on each Option Closing Date, any roadshow or investor presentations delivered to and approved by the Underwriter for use in connection with the marketing of the offering of the Securities (the “Marketing Materials”), if any, and the Final Prospectus, as amended or supplemented, as of its date, at the time of filing pursuant to Rule 424(b) under the Securities Act, at the Closing Date, and at each Option Closing Date, if any, did not, does not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences shall not apply to statements in or omissions from the Registration Statement, the Time of Sale Disclosure Package or any Prospectus in reliance upon, and in conformity with, written information furnished to the Company by the Underwriter specifically for use in the preparation thereof, which written information is described in Section 7(f). The Registration Statement contains all exhibits and schedules required to be filed by the Securities Act or the Rules and Regulations. No order preventing or suspending the effectiveness or use of the Registration Statement or any Prospectus is in effect and no proceedings for such purpose have been instituted or are pending, or, to the knowledge of the Company, are contemplated or threatened by the Commission.

  • Delay or Omission Not a Waiver No delay or omission of the Indenture Trustee or any Holder of any Note to exercise any right or remedy accruing upon any Default or Event of Default shall impair any such right or remedy or constitute a waiver of any such Default or Event of Default or an acquiescence therein. Every right and remedy given by this Article V or by law to the Indenture Trustee or to the Noteholders may be exercised from time to time, and as often as may be deemed expedient, by the Indenture Trustee or by the Noteholders, as the case may be.

  • Delay or Omission Not Waiver No delay or omission of the Trustee or of any Holder of any Securities to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.

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