Claims and Liabilities Clause Samples
The Claims and Liabilities clause defines the responsibilities and obligations of the parties regarding any claims, damages, or losses that may arise during the course of the agreement. Typically, this clause outlines the process for notifying the other party of a claim, the timeframe for responding, and the allocation of liability for different types of losses or damages. For example, it may specify which party is responsible for third-party claims or for damages resulting from negligence. The core function of this clause is to allocate risk between the parties and provide a clear framework for handling disputes or financial responsibilities, thereby reducing uncertainty and potential conflicts.
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Claims and Liabilities. 14.1 If the Issuer is in default under the Conditions and the Debenture Holders of any Tranche or the Debenture Holders' Representative suffers any losses or damage as a direct result of such default, the Debenture Holders' Representative and the relevant Debenture Holders, through the Debenture Holders' Representative, shall be entitled to claim against the Issuer for the actual damages, costs and expenses resulting from such default.
14.2 The Debenture Holders' Representative shall only be liable to the Debenture Holders for any loss or the damage incurred by it as a direct result of the wilful misconduct or gross negligence or bad faith in the performance of its obligations by the Debenture Holders' Representative or its officers, directors, employees or agents as provided in the Conditions, Applicable Law and this Agreement.
14.3 The Debenture Holders' Representative in performing its duties under the Conditions:
(a) shall not have any responsibility or liability in respect of any failure or delay by the Issuer in performing its respective obligations hereunder or under the Conditions, or other agreements relating thereto and hereto; and
(b) shall not have any responsibility or liability in respect of the execution, effectiveness, enforceability, sufficiency, legality, validity or genuineness of the Conditions, the agreements and documents referred to herein and therein, or of any certificate, report, document of title or other document delivered hereunder or thereunder, or any statement of the Issuer herein or therein.
Claims and Liabilities. 45 8.21 Solvency.....................................................................................45 8.22 Year 2000....................................................................................45
Claims and Liabilities. Neither Borrower nor any of its Restricted Subsidiaries has accrued any liabilities under gas purchase contracts for gas not taken, but for which it is liable to pay if not made up and which, if not paid, could reasonably be expected to have a Material Adverse Effect. No claims exist against Borrower or any of its Restricted Subsidiaries for gas imbalances which claims if adversely determined could reasonably be expected to have a Material Adverse Effect. No purchaser of product supplied by Borrower or any of its Restricted Subsidiaries has any claim against Borrower or any of its Restricted Subsidiaries for product paid for, but for which delivery was not taken as and when paid for, which claim if adversely determined could reasonably be expected to have a Material Adverse Effect.
Claims and Liabilities. Except as disclosed to the Lender in ITEM 7.14 ("CLAIMS AND LIABILITIES") of the Disclosure Schedule, neither the Borrower nor any of its Subsidiaries has accrued any liabilities under gas purchase contracts for gas not taken, but for which it is liable to pay if not made up and which, if not paid, would have a Material Adverse Effect. Except as disclosed to the Lender in ITEM 7.14 of the Disclosure Schedule, no claims exist against the Borrower or any of its Subsidiaries for gas imbalances which claims if adversely determined would have a Material Adverse Effect. No purchaser of product supplied by the Borrower or any of its Subsidiaries has any claim against the Borrower or any of its Subsidiaries for product paid for, but for which delivery was not taken as and when paid for, which claim if adversely determined would have a Material Adverse Effect.
Claims and Liabilities. Except as disclosed to the Banks in writing, neither the Company or any of its Subsidiaries nor the Guarantor has accrued any liabilities under gas purchase contracts for gas not taken, but for which it is liable to pay if not made up and which, if not paid, would have a Material Adverse Effect. Except as disclosed to the Banks in writing, no claims exist against the Company or its Subsidiaries or the Guarantor for gas imbalances which claims if adversely determined would have a Material Adverse Effect. No purchaser of product supplied by the Company or any of its Subsidiaries or the Guarantor has any claim against the Company or any of its Subsidiaries for product paid for, but for which delivery was not taken as and when paid for, which claim if adversely determined would have a Material Adverse Effect.
Claims and Liabilities. (a) All claims of Buyer with respect to the quantity or quality of Product(s) sold or delivered pursuant to this Agreement shall be deemed waived and forever barred unless Buyer notifies Seller of the nature of the details of the claim in writing within seven calendar days after receipt of shipment.
(b) Seller shall not be liable to Buyer for the results of the use of Product(s) purchased, whether used singly or in combination with other materials or products, unless the Products are installed and used in full compliance with all applicable laws, regulations, and building codes and with all applicable Seller instructions and specifications.
(c) Seller shall have no liability for any third party claim arising out of or in any way related to the negligence or willful act or omission of Buyer or that of its employees, agents, or subcontractors. Buyer will defend, hold harmless, and indemnify Seller from any and all such claims, whether suit is filed or not, regardless of whether such claim also includes any allegation based upon Seller’s intentional or negligent act or omission. Buyer will pay Seller’s reasonable attorney’s fees incurred in investigating, responding to, defending, and otherwise dealing with any such claim, upon demand by Seller. If Seller, in Seller’s sole and unreviewable discretion, settles such claim, Buyer shall pay Seller, in addition to Seller’s reasonable attorney’s fees, an amount equal to the reasonable value of Seller’s settlement. SELLER IS NOT LIABLE FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF PRODUCTS, REVENUE OR DATA, WHETHER IN AN ACTION IN CONTRACT, TORT, PRODUCT LIABILITY, BY STATUTE, OR OTHERWISE EVEN IF ADVISED OF THE POSSIBILITY OF THOSE DAMAGES AND EVEN IF THE DAMAGES OR LOSS ARE CAUSED IN WHOLE OR IN PART BY SELLER’S NEGLIGENCE. SELLER WILL NOT BE LIABLE FOR DIRECT OR INDIRECT DAMAGES CAUSED BY LATE DELIVERY, PRODUCT DEFECT, OR ANY OTHER CAUSE. SELLER HAS SET OUT PRICES FOR ITS PRODUCTS BASED ON THE ALLOCATION OF RISKS SET OUT IN THIS AGREEMENT.
(d) Seller liability with respect to any transaction relating to this MPA or any Accepted Product Order will not exceed that amount that Buyer has paid Seller, even if any term of this MPA or the Accepted Product Order fails of its essential purpose.
Claims and Liabilities. Except as disclosed to the Lenders in the Disclosure Schedule, neither the Borrower nor any of its Subsidiaries has accrued any liabilities under gas purchase contracts for gas not taken, but for which it is liable to pay if not made up and which, if not paid, would have a Material Adverse Effect. Except as disclosed to the Lenders in the Disclosure Schedule, no claims exist against the Borrower or its Subsidiaries for gas imbalances which claims if adversely determined would have a Material Adverse Effect. Except as disclosed to the Lenders in the Disclosure Schedule, no purchaser of product supplied by the Borrower or any of its Subsidiaries has any claim against the Borrower or any of its Subsidiaries for product paid for, but for which delivery was not taken as and when paid for, which claim if adversely determined would have a Material Adverse Effect.
Claims and Liabilities. The general liability of MOR as a carrier of goods will be determined in terms of the Railways Act, 1989. The consignors/consignees of freight traffic originating, terminating or moving on the Rail System shall have the right to approach the concerned Zonal Railway which will be responsible to deal with the claims in accordance with the terms of the extant orders, procedures and circulars notified by MOR. In the event maintenance is undertaken by the Concessionaire, the cost of gateman at the Station only shall form part of station operation cost to be included in the cost of Reserved Services. §§MOR may insert any other services as it deems fit.
Claims and Liabilities. 63 7.15. No Prohibition on Perfection of Security Documents.........63 7.16. Solvency...................................................63 7.17. Environmental Warranties...................................63 7.18. Regulations G, U and X.....................................65 7.19. Year 2000 Compliance.......................................66 7.20. Insurance..................................................66 7.21. Accuracy of Information....................................66 7.22.
Claims and Liabilities. 11.1 If the Issuer is in default of the Conditions and the terms of this Agreement and the Debentureholders' Representative suffer any losses or damage, the Debentureholders' Representative shall be entitled to claim against the Issuer for damages, costs and expenses reasonably incurred by them resulting from such default, except to the extent the Debentureholders' Representative is identical to the Registrar and has already, with respect to the same default, claimed for damages, costs and expenses under clause 12.1 of the Registrar Appointment Agreement and except to the extent the Registrar has contributed to such loss or damage by its failure to act in accordance with the professionalstandard as can be reasonably expected from a person acting as a registrar or has neglected its duty to mitigate.
11.2 The Debentureholders' Representative shall not be responsible for acting upon any resolution purporting to have been passed at any meeting of the Debentureholders in accordance with the Conditions even though it may subsequently be found that there was some defect in the constitution of such meeting or the passing of such resolution or that, for any reason, such resolution was not valid or binding upon the Debentureholders (except that such defect or invalidity was due to its failure to act in accordance with the professional standard as can be reasonably expected from a person acting as a debentureholders' representative).
11.3 The Debentureholders' Representative shall not be liable to the Issuer or any Debentureholder by reason of having accepted as valid or not having rejected any Debenture Certificate purporting to be such and subsequently found to be forged, stolen or not authentic (other than for its failure to act in accordance with the professional standard as can be reasonably expected from a person acting as a debentureholders' representative).
11.4 The Debentureholders' Representative shall only be liable to the Debentureholders in relation to the damages incurred from its failure to act in accordance with the professional standard as can be reasonably expected from a person acting as a debentureholders' representative.
11.5 The Debentureholders' Representative in performing its duties under the Conditions:
(a) shall not have any responsibility or liability in respect of any failure or delay by the Issuer in performing its respective obligations hereunder or under the Conditions or other agreements relating thereto and hereto; and
(b) shall not ...