Indemnity for Defective Pricing Clause Samples

Indemnity for Defective Pricing. The Subcontractor shall indemnify ▇▇▇▇▇▇ from any liability or other costs incurred including attorney’s fees which may arise under FAA AMS 3.2.2.3-27 and 3.2.2.3-28, incorporated by reference, which results from or by reason of submittal of defective cost or pricing data to ▇▇▇▇▇▇ by Seller. In the event that determination is made under ▇▇▇▇▇▇ Contract with its customer that incomplete, not current, or inaccurate cost or pricing data was furnished by Seller and that as a consequence of such determination that ▇▇▇▇▇▇ Contract Price is reduced, ▇▇▇▇▇▇ shall in turn reduce Seller’s Purchase Order price by a corresponding amount (less Buyer’s fee) and submit written notification thereof to the Seller within fifteen (15) days of ▇▇▇▇▇▇ receipt of notice from the Contracting Officer. In the event the Seller disagrees with the determination, and if the Seller (1) timely requests ▇▇▇▇▇▇ to appeal from such determination under the “Disputes” clause of the Prime Contract, and (2) timely furnishes to ▇▇▇▇▇▇ reasonable grounds for taking such appeal, then ▇▇▇▇▇▇ agrees, to the extent the Prime Contract allows and at the Seller’s expense, to appeal from such determination in the ▇▇▇▇▇▇ name and on Seller’s behalf pursuant to the “Disputes” clause of the Prime Contract. The decision rendered on any such appeal shall be final and binding as between the parties hereto. In the event that final payment had already been made on the Purchase Order in question, the Seller would be required to repay to ▇▇▇▇▇▇ the amount of the adjustment within thirty (30) days after receipt of Notice of such adjustment by ▇▇▇▇▇▇. Failure to repay said amount within thirty (30) days shall subject Seller to payment of interest based on the then prevailing legal interest rate.
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Indemnity for Defective Pricing. (a) From and after the Closing Date, to the extent that MSD is required to pay and pays any amounts to third parties in respect of liabilities for defective pricing of Contracts with a government agency as a party due solely to actions or omissions occurring on or prior to the Closing (the "Reimbursable Liabilities"), MSD shall send to the Company and PPI a written notice showing the amounts of such Reimbursable Liabilities paid by MSD, and the Company and PPI shall (unless they reasonably dispute such amounts) reimburse MSD for such payments, within thirty (30) days of the receipt of such notice. The indemnification set forth in this Section 9.8 shall not be subject to the limitations set forth in Section 9.10. (b) If MSD and the Company and PPI are unable to determine jointly which Reimbursable Liabilities have been paid by MSD, MSD and the Company and PPI shall within three (3) business days thereafter jointly submit their dispute to the Arbitrator.
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Related to Indemnity for Defective Pricing

  • Liability for defects 5.1 The Customer is required to inspect the delivered Products without undue delay after delivery and to report any defects. 5.2 The delivered Products are deemed to have been approved if ▇▇▇▇, with regard to obvious defects, obvious shortages or other defects which were or would have been identifiable in the course of an immediate, careful inspection, has not received notifi- cation of the defect within 7 days of delivery of the product, or otherwise – in the case of unclear or hidden defects – within 7 days of the discovery of the defect or the time at which the defect was identifiable to the Customer in the course of normal use of the Product without closer inspection. 5.3 In the event of a justified complaint, the Customer will be entitled to two attempts to rectify defects or make a replacement delivery at ▇▇▇▇'▇ discretion free of charge within a reasonable period of time. Shortages will be delivered subsequently. If two attempts to rectify defects or make a replacement delivery within a reasonable period of time are unsuccessful, the Customer will be entitled to the statutory rights, subject to the provisions of clause 7. Subsequent performance will include neither removal of the defective item nor reassembly if ▇▇▇▇ was not originally required to carry out assembly. The expenses required for the purpose of inspection and subsequent performance, in particular transport, travel, labour and material costs (not: removal and assembly costs), insofar as these are not increased because the subject matter of the contract is located at a place other than our Customer's place of performance, will be borne by ▇▇▇▇ if there is actually a defect. Otherwise, ▇▇▇▇ may demand compensation from the Customer for the costs incurred by the unjustified request for rectification of the defect (in particular inspection and transport costs), unless the lack of defectiveness was not identifiable for the Customer. ▇▇▇▇ can refuse to rectify defects or make a replacement delivery if the Customer does not fulfil its payment obligations towards ▇▇▇▇ to an extent that corresponds to the defect-free part of the service provided. 5.4 No warranty will be assumed, in particular, in the following cases: Unsuitable or in- correct use by the Customer or by third parties instructed by the Customer, in particular through the use of insufficiently qualified personnel, faulty assembly or commission- ing, natural wear and tear (wearing parts), faulty or negligent handling, improper maintenance, unsuitable operating materials, defective construction work, unsuitable construction land, chemical, electrochemical or electrical influences, provided ▇▇▇▇ is not responsible for these circumstances. 5.5 ▇▇▇▇ is also not required to provide a warranty insofar as defects of Products are based on defective materials supplied by the Customer or insofar as defects of Products are based on the fact that the Customer has prescribed the execution of the order ac- cording to construction plans of third parties. 5.6 A delivery of used Products agreed with the Customer in the individual case is made to the exclusion of any warranty, unless ▇▇▇▇ has caused the defect intentionally or through gross negligence or has fraudulently concealed the defect. 5.7 The warranty period will be one year from delivery or, where acceptance was stipu- lated, from acceptance. Replaced parts will become our property and must be sent to us at our request. If shipping, assembly or commissioning is delayed through no fault of our own, our liability will expire no later than twelve months after the transfer of risk. 5.8 The right of recovery in accordance with sections 445a, 445b German Civil Code (BGB) is excluded, unless ▇▇▇▇ has caused the defect intentionally or by gross neg- ligence or has fraudulently concealed the defect.

  • Allocation of Liability It is expressly understood and agreed that the Seller shall be liable to third parties for any and all obligations, claims, losses, damages, liabilities, and expenses to the extent arising out of events, contractual obligations, acts, or omissions of the Seller that occurred in connection with the ownership or operation of the Property during the period in which the Seller owned the Property prior to the Closing and the Purchaser shall be liable to third parties for any and all obligations, claims, losses, damages, liabilities and expenses to the extent arising out of events, contractual obligations, acts, or omissions of the Purchaser that occur in connection with the ownership or operation of the Property during the period in which the Purchaser owns the Property after the Closing. The provisions of this Section 12.1 shall survive the Closing.

  • Allocation of Liabilities (a) The RHD Group shall retain responsibility for and continue to pay all expenses and benefits relating to the Corporation Employee Benefit Welfare Plans with respect to claims incurred from and after the Effective Time by RHD Employees and RHD Disabled Employees as well as their dependents. The New D&B Group shall be responsible for and pay expenses and benefits relating to all Employee Benefit Welfare Plan claims (i) incurred prior to the Effective Time by Corporation Employees, RHD Disabled Employees and their covered dependents and (ii) incurred by New D&B Employees, Corporation Retirees, DonTech Retirees and New D&B Disabled Employees as well as their covered dependents from and after the Effective Time. For purposes of this paragraph, a claim is deemed incurred when the services that are the subject of the claim are performed; in the case of life insurance, when the death occurs; in the case of long-term disability, when the disability occurs; and, in the case of a hospital stay, when the employee first enters the hospital. Notwithstanding the foregoing, claims incurred by any employee of a pre-Distribution Subsidiary of Corporation or their covered dependents under any welfare plan maintained by such Subsidiary solely for the benefit of its employees and their dependents shall, whether incurred prior to, on or after the Effective Time, be the sole responsibility and liability of that Subsidiary. (b) The RHD Group shall be responsible for all COBRA coverage for any RHD Employee and his or her covered dependents who participated in a Corporation Employee Benefit Welfare Plan and who had or have a loss of health care coverage due to a qualifying event occurring prior to the Effective Time. The New D&B Group shall be responsible for all COBRA coverage for any other Corporation Employee and his or her covered dependents who participated in a Corporation Employee Benefit Welfare Plan and who had or have a loss of health care coverage due to a qualifying event occurring prior to the Effective Time. Notwithstanding the foregoing, a pre-Distribution Subsidiary of Corporation shall be responsible for all COBRA coverage for its former employees and covered dependents who participated in a plan maintained solely for their benefit whether the applicable event occurs prior to, on or after the Effective Time. COBRA coverage to which a RHD Employee is entitled as a result of a qualifying event occurring at or after the Effective Time shall be the responsibility of the RHD Group.

  • Indemnity; Limitation of Liability As an officer of the Company, the Executive shall be entitled to indemnity and limitation of liability as provided pursuant to the Company’s Articles of Incorporation, bylaws and any other governing document, as the same shall be amended from time to time.

  • Indemnity Limitation for TIPS Sales Texas and other jurisdictions restrict the ability of governmental entities to indemnify others. Vendor agrees that if any "Indemnity" provision which requires the TIPS Member to indemnify Vendor is included in any TIPS sales agreement/contract between Vendor and a TIPS Member, that clause must either be stricken or qualified by including that such indemnity is only permitted, "to the extent permitted by the laws and constitution of [TIPS Member's State]” unless the TIPS Member expressly agrees otherwise. Any TIPS Sale Supplemental Agreement containing an "Indemnity" clause that conflicts with these terms is rendered void and unenforceable.