Warranty Claim means a claim by the Buyer involving or relating to a breach of any Management Warranty.
Seller Warranties means the warranties given by the Seller in Schedule 3;
Seller Losses has the meaning set forth in Section 10.2(a).
Buyer Losses shall have the meaning set forth in Section 8.2.
Purchaser Warranties shall have the meaning ascribed to the term in Clause 8.1;
Purchaser Losses shall have the meaning set forth in Section 9.1(a).
Seller Damages shall have the meaning given to such term in Section 14.3.
Seller’s Warranties means the warranties given by the Seller pursuant to Clause 9 and Schedule 9, and “Seller’s Warranty” means any one of them;
Pre-Closing Environmental Liabilities means any Environmental Liabilities to the extent arising out of the ownership, operation or condition of any of the Business or the Real Property on or at any time prior to the Closing Date.
Title Defects has the meaning set forth in Section 5.15(b).
Third Party Claims has the meaning set forth in Section 11.1.
Infringement Claim means a third party claim alleging that the Equipment manufactured by Motorola or the Motorola Software directly infringes a United States patent or copyright.
Environmental Losses means all costs and expenses of any kind, damages, including foreseeable and unforeseeable consequential damages, fines and penalties incurred in connection with any violation of and compliance with Environmental Requirements and all losses of any kind attributable to the diminution of value, loss of use or adverse effects on marketability or use of any portion of the Premises or Property.
Excluded Liability means any liability that is excluded under the Bail-In Legislation from the scope of any Bail-In Action including, without limitation, any liability excluded pursuant to Article 44 of the Bank Recovery and Resolution Directive.
Seller IP means (a) all Intellectual Property Rights in or pertaining to the Seller Products or methods or processes used or incorporated in the Seller Products, and (b) all other Intellectual Property Rights owned by or exclusively licensed to the Seller.
Seller Liens shall have the meaning set forth in Section 4.3.
Title Defect means with respect to a Lease any lien, encumbrance, adverse claim, default, expiration, failure, defect in or objection to real property title, other than Permitted Encumbrances, that alone or in combination with other defects renders Sellers’ title to the Lease less than Defensible Title.
Seller Fundamental Representations means the representations and warranties of Seller contained in Section 3.01 (Existence and Power), Section 3.02 (Authorization), Section 3.05 (Group Companies) (other than Section 3.05(e)) and Section 3.21 (Finders’ Fees).
Indemnity Claim has the meaning set forth in Section 8.3.
Covered Environmental Losses means all environmental losses, damages, liabilities, claims, demands, causes of action, judgments, settlements, fines, penalties, costs and expenses (including, without limitation, costs and expenses of any Environmental Activity, court costs and reasonable attorney’s and experts’ fees) of any and every kind or character, by reason of or arising out of:
Rejection Damages Claim means any Claim on account of the rejection of an Executory Contract or Unexpired Lease pursuant to section 365 of the Bankruptcy Code.
Product Liability Claim means a Claim of a Third Party (other than a Claim arising out of use of the Product in a clinical trial) that (i) arises as a result of the use of the Product during the Term that results in personal injury or death or (ii) is in anticipation of or intended to prevent or forestall personal injury or death as a result of the use of the Product during the Term.
Third Party Infringement Claim has the meaning set forth in Section 9.4.
Manufacturer’s Warranty means the warranty supplied from time to time by the manufacturer of the Goods as at the date of the acceptance of the Statement of Work; “PPSA” means the Personal Property Securities Xxx 0000; “Price” means the amount specified within each Statement of Work (subject to any Variation) or as otherwise specified from the Company to the Customer representing the cost for the Works; “Related Work” means any additional building, carpentry, painting, plastering, plumbing or other work or other trades that the Customer requires, which are not to be carried out by the Company; “Services” means the services provided by the Company to the Customer as part of the Works, which may include without limitation the installation of Goods; “Services Delay Charge” means the services delay charge (if any) set out in the Statement of Work; “Services Interruption Event” means any interruption to a Works caused by; a Force Majeure Event, the Customer’s failure to carry out or perform any obligation required of it under this agreement which in the sole opinion of the Company does or may cause a delay in the Works and any other matter which in the reasonable opinion of the Company will cause an interruption or delay in the performance of the Works; “Statement of Work” means the details outlining the provision of the Works, which statement can be delivered verbally or in writing (including email) and may include (where applicable) an estimate or quotation (as specifically expressed as the case) of costs; “Variation” means a change in the Statement of Work including the specifications, scope, time of supply, price or scale of the Works and such variation shall form part of this agreement; “Workmanship” means a good and high quality and standard of delivery in connection with the Services performed; “Works” means the supply of Goods and the provision of Services to the Customer as per each Statement of Work;
Tax Warranties means the Warranties set out in Part C of Schedule 4;