SECURITY FOR BUYER'S LIABILITIES Sample Clauses

SECURITY FOR BUYER'S LIABILITIES. (a) On the Closing, Buyer shall deliver to the MMS a supplemental performance bond in the penal sum required by the MMS executed and acknowledged by Buyer and sureties acceptable to CUSA and the MMS in the form of supplemental bond prescribed by the MMS attached as Exhibit K to this Agreement (the "MMS Performance Bond"), guaranteeing performance and payment when due by Buyer of its Abandonment Obligations with respect to the interests in the offshore MMS oil and gas leases transferred hereunder. A duplicate original of the MMS Performance Bond shall be provided to Sellers on the Closing. Buyer shall not enter into any amendment, waiver, assignment or termination of the MMS Performance Bond without the prior written consent of CUSA. CUSA's consent shall not be unreasonably withheld for amendments of such bond that do not materially impact CUSA's security, or for substitution of a surety that has on the substitution date credit ratings from Standard & Poor's or the equivalent that are as good as or better than the credit ratings for the surety or sureties accepted by CUSA on the Closing. CUSA may otherwise withhold its consent to amendments, waivers, assignments or terminations of the bond in its sole discretion, except as described in clauses (e) and (f) below. Sellers and Buyer shall endeavor to cause the MMS to agree that in the event of any default with respect to Buyer's Abandonment Obligations, the MMS would proceed against the MMS Performance Bond before proceeding against CUSA. CUSA and the sureties providing the MMS Performance Bond shall enter into a similar agreement. (b) On the Closing, Buyer shall deliver to Sellers a performance bond in favor of Sellers in a penal sum equal to Five Million Dollars ($5,000,000) minus the penal sum required for the MMS Performance Bond in clause (a) above, executed and acknowledged by Buyer and sureties acceptable to Sellers in the form attached as Exhibit L to this Agreement ("Sellers' Performance Bond"), guaranteeing to Sellers the performance and payment when due by Buyer of the Buyer's Abandonment Obligations arising under this Agreement. Seller's Performance Bond shall be maintained by Buyer in full force and effect at all times until the earlier of (i) the date on which all Abandonment Obligations assumed by Buyer have been completely performed and satisfied or (ii) the date Buyer's Abandonment Obligation expenditures are fully credited against the penal sum of such bond, as described in clauses (c) and (d...
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Related to SECURITY FOR BUYER'S LIABILITIES

  • Seller’s Liability THE COMPANY’S TOTAL LIABILITY TO THE CUSTOMER IN CONTRACT, TORT (INCLUDING CLAIMS FOR NEGLIGENCE OR BREACH OF STATUTORY DUTY) MISREPRESENTATION, RESTITUTION OR OTHERWISE ARISING IN CONNECTION WITH THE PERFORMANCE OR CONTEMPLATED PERFORMANCE OF THE CONTRACT SHALL IN ALL CIRCUMSTANCES BE LIMITED TO THE GREATER OF (i) US$5,000 OR (ii) THE CONSIDERATION FOR THE SERVICES PAYABLE EACH CALENDAR YEAR UNDER THE CONTRACT THAT ARE SUBJECT TO THE CLAIM. UNDER NO CIRCUMSTANCE SHALL COMPANY’S LIABILITY EVER EXCEED ITS PROPORTIONATE SHARE WHERE MORE THAN ONE PARTY HAS LIABILITY. Save in the case of fraud or fraudulent concealment by the Seller, the Seller shall be under no liability in respect of any claim under the Contract and any such claim shall be wholly barred and unenforceable unless: (i) the Buyer notifies the Seller in detail and in writing of the alleged basis for the claim within two (2) months of the Buyer becoming aware thereof and within one year after the completion of the Services to which the claim relates; and (ii) the Seller is permitted to inspect any and all property with respect to which the Services are claimed to have been defective or to which ▇▇▇▇▇’s claim otherwise relates. The Buyer acknowledges that the above provisions of this Section 10 are reasonable and reflected in the price which would be higher without those provisions and the Buyer will accept such risk and/or insure accordingly. Nothing in these Terms and Conditions limits or excludes the liability of the Seller for: (x) death or personal injury to the extent resulting from the Seller’s negligence; or (y) liability incurred by the Buyer to the extent resulting from fraud or fraudulent misrepresentation by the Seller; or (z) any other matter which may not be limited or excluded by law to the extent arising out of the errors or omissions of Seller.

  • Limitation of Seller's Liability This paragraph limits the liability of the seller. This is a usual provision, but flexible, ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ . ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ , ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ .

  • Liability of Seller Seller shall be liable in accordance herewith only to the extent of the obligations in this Agreement specifically undertaken by Seller and the representations and warranties of Seller.

  • Security for the Obligations To secure the payment and performance by Borrowers of the Obligations hereunder, each Borrower grants, under and pursuant to the Security Agreement executed by Borrowers dated as of the date hereof, to Lender, its successors and assigns, a continuing, first-priority security interest in, and does hereby assign, transfer, mortgage, convey, pledge, hypothecate and set over to Lender, its successors and assigns, all of the right, title and interest of each Borrower in and to the Collateral, whether now owned or hereafter acquired, and all proceeds (including, without limitation, all insurance proceeds) and products of any of the Collateral. At any time upon Lender’s request, Borrowers shall execute and deliver to Lender any other documents, instruments or certificates requested by Lender for the purpose of properly documenting and perfecting the security interests of Lender in and to the Collateral granted hereunder, including any additional security agreements, mortgages, control agreements, and financing statements.

  • ADVISER’S LIABILITIES AND INDEMNIFICATION (a) The Adviser shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of the statements in the Fund’s offering materials (including the prospectus, the statement of additional information, and advertising and sales materials), except for information supplied by the administrator or the Trust or another third party for inclusion therein. (b) The Adviser shall be liable to the Fund for any loss (including brokerage charges) incurred by the Fund as a result of any improper investment made by the Adviser in contradiction of the Investment Policies. (c) In the absence of willful misfeasance, bad faith, negligence, or reckless disregard of the obligations or duties hereunder on the part of the Adviser, the Adviser shall not be subject to liability to the Trust or the Fund or to any shareholder of the Fund for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security by the Fund. Notwithstanding the foregoing, federal securities laws and certain state laws impose liabilities under certain circumstances on persons who have acted in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of any rights which the Trust, the Fund or any shareholder of the Fund may have under any federal securities law or state law. (d) Each party to this Agreement shall indemnify and hold harmless the other party and the shareholders, directors, officers and employees of the other party (any such person, an “Indemnified Party”) against any loss, liability, claim, damage or expense (including the reasonable cost of investigating and defending any alleged loss, liability, claim, damage or expenses and reasonable counsel fees incurred in connection therewith) arising out of the Indemnified Party’s performance or non-performance of any duties under this Agreement; provided, however, that nothing herein shall be deemed to protect any Indemnified Party against any liability to which such Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties under this Agreement. (e) No provision of this Agreement shall be construed to protect any Trustee or officer of the Trust, or officer of the Adviser, from liability in violation of Sections 17(h) and (i) of the Investment Company Act.