Singular liability and right to claim Sample Clauses

The 'Singular liability and right to claim' clause establishes that only one party is responsible for a particular obligation or liability, and only that party has the right to make a claim related to it. In practice, this means that if multiple parties are involved in a contract, only the designated party can be held liable or can seek remedies for a specific issue, preventing others from making duplicate or overlapping claims. This clause is essential for ensuring clarity in contractual relationships and avoiding confusion or disputes over who is entitled to claim or who bears responsibility for certain obligations.
Singular liability and right to claim. 2.3.1 Subject to Clauses 14 and 15.1, no member of the Seller’s Group, with the exception of the Seller, shall have any liability under this Agreement, it being agreed that the Seller shall be fully liable under this Agreement for any breach thereof by any member of the Seller’s Group. Only the Purchaser may seek recourse against the Seller for breach by the Seller or a member of the Seller’s Group of its obligations under this Agreement. 2.3.2 Subject to Clause 14, no member of the Purchaser’s Group, with the exception of the Purchaser and, to the extent it relates to the Austrian Shares, the Austrian Purchaser shall have any liability under this Agreement, it being agreed that the Purchaser shall be fully liable under this Agreement for any breach thereof by any member of the Purchaser’s Group. Only the Seller may seek recourse against the Purchaser for breach by the Purchaser or a member of the Purchaser’s Group of its obligations under this Agreement. 2.3.3 Notwithstanding the provisions of Clause 2.3.1 and 2.3.2, a third party stipulation (derdenbeding) expressly identified as such in this Agreement, shall be for the benefit of and enforceable by the relevant third parties, provided that the Parties exclude the applicability of the articles 6:254, 6:255 and 6:256 of the Netherlands Civil Code.
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Singular liability and right to claim. 2.4.1 None of the Share Seller or Business Sellers, with the exception of the Seller, shall have any liability under this Agreement, it being agreed that the Seller shall be fully liable under this Agreement for any breach thereof by any of the Share Seller or Business Sellers. Only the Purchaser or the Purchaser Parent acting on behalf of the Purchaser may seek recourse against the Seller for breach by the Seller, the Share Seller or a Business Seller of its obligations under this Agreement. CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS MARKED WITH “[*]” AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 19 Execution Copy 2.4.2 None of the Share Purchaser or Business Purchasers, with the exception of the Purchaser, shall have any liability under this Agreement, it being agreed that the Purchaser shall be fully liable under this Agreement for any breach thereof by any of the Share Purchaser or Business Purchasers. Only the Seller may seek recourse against the Purchaser for breach by the Purchaser, the Share Purchaser or a Business Purchaser of its obligations under this Agreement. 2.4.3 No member of the Seller’s Group shall claim or pursue a claim against the Purchaser or any member of the Purchaser’s Group under any Ancillary Agreement in the event that the fact or circumstance giving rise to such claim is the subject of an indemnification claim under the main body of this Agreement for which the Seller is liable. In the event of the Seller being found liable under the main body of this Agreement after the claim has been satisfied under the relevant Ancillary Agreement, the Seller shall procure that the Purchaser is reimbursed with the amount paid to the relevant member of the Seller’s Group by the Purchaser in respect of the relevant claim under the relevant Ancillary Agreement. For the avoidance of doubt, the exclusion of representations, warranties and indemnities set out in the various Ancillary Agreements will be entirely without prejudice to the representations, warranties and indemnities set out in this Agreement. 2.4.4 The Parties shall not, and the Parties shall cause their respective Affiliates not to, bring any claim against the other Party or any of its respective Affiliates, as the case may be, in respect of or based upon (i) any documentation relating to the de-merger of NXP Semiconductors Switzerland AG, including the demerger report and plan (collectively, the “Demerger Documentation”) and (ii) any local asset transfer ...
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Singular liability and right to claim. 11.17.1 None of the Share Sellers or the Business Sellers, with the exception of the Seller, shall have any liability under this Agreement, it being agreed that the Seller shall be fully liable under this Agreement for any breach (including any Breach of any Seller’s Warranties) thereof by any of the Share Sellers or the Business Sellers. Only the Purchaser may seek recourse against the Seller for a breach (including a Breach of any Seller’s Warranties) by the Seller, a Share Seller or a Business Seller of its obligations under this Agreement. 11.17.2 None of the Share Purchasers or the Business Purchasers, with the exception of the Purchaser, shall have any liability under this Agreement, it being agreed that the Purchaser shall be fully liable under this Agreement for any breach thereof by any of the Share Purchasers or the Business Purchasers. Only the Seller may seek recourse against the Purchaser for breach by Purchaser, a Share Purchaser or a Business Purchaser of its obligations under this Agreement. 11.17.3 Notwithstanding the provisions of Clauses 11.17.1 and 11.17.2 a third party stipulation (derdenbeding) expressly identified as such in this Agreement, shall be for the benefit of and enforceable by the relevant third parties, provided that the Parties exclude the applicability of the articles 6:254, 6:255 and 6:256 of the Dutch Civil Code.
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Singular liability and right to claim. 15.2.1 None of the Share Sellers shall have any liability under this Agreement, it being agreed that Seller agrees to be fully liable for any breach by any of the Share Sellers under this Agreement on a dollar-for-dollar basis (subject to the applicable limitations of liability set out in this Agreement). Any obligations of Share Sellers shall for this purpose be deemed obligations of Seller. Purchaser may seek recourse only against Seller for breach by Seller or a Share Seller of its obligations under this Agreement. 15.2.2 None of the Share Purchasers, with the exception of Purchaser, shall have any liability under this Agreement, it being agreed that Purchaser agrees to be fully liable for any breach by any of the Share Purchasers under this Agreement on a dollar-for-dollar basis (subject to the applicable limitations of liability set out in this Agreement). Any obligations of Share Purchasers shall for this purpose be deemed obligations of Purchaser. Seller may seek recourse only against Purchaser for breach by Purchaser or a Share Purchaser of its obligations under this Agreement. 15.2.3 Seller, on behalf of itself and the members of Seller's Group, irrevocably waives any claim it may have against a Group Company or any director, officer or Employee of a Group Company in connection with this Agreement absent fraud.
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Singular liability and right to claim. 2.4.1 None of the Share Sellers or Business Sellers, with the exception of Seller, shall have any payment liability under this Agreement. Seller shall be fully liable under this Agreement for any breach or non-performance of any obligation or liability under this Agreement by any of the Share Sellers or Business Sellers. Only Purchaser may seek recourse against Seller for performance or breach by Seller, a Share Seller or a Business Seller of its obligations under this Agreement. 2.4.2 Purchaser, the Share Purchasers and Business Purchasers shall have joint and several liability under this Agreement. Purchaser shall be primarily liable under this Agreement for any breach or non-performance thereof by any of the Share Purchasers or Business Purchasers nominated by Purchaser pursuant to the provisions of Clause 2.3.1. Seller shall first seek recourse against Purchaser, a Share Purchaser or a Business Purchaser for performance or breach by such entity of its obligations under this Agreement before seeking any claim under this Agreement against Purchaser Parent pursuant to Clause 13; provided that if Purchaser, the relevant Share Purchaser or the relevant Business Purchaser, is, in Seller’s sole discretion, unable or unwilling to provide recourse, Seller may proceed directly against Purchaser Parent, without any obligation to pursue arbitration against Purchaser, or such Share Purchaser or Business Purchaser. 2.4.3 Notwithstanding the provisions of Clauses 2.4.1 and 2.4.2, a third party stipulation (`derdenbeding´) expressly identified as such in this Agreement, shall be for the benefit of and enforceable by the relevant third parties.
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Related to Singular liability and right to claim

  • Indemnification Against Third-Party Claims Each Party (the Indemnifying Party) agrees to indemnify, defend, and hold harmless the other Party (the Indemnified Party) and the other Party’s Subsidiaries, predecessors, successors, Affiliates, and assigns, and all current and former officers, directors, members, shareholders, agents, contractors and employees of all such persons and entities (collectively, with Indemnified Party, the “Indemnitee Group”), from any and all Claims (as hereinafter defined). 22.1.1 For purposes of this Section 22, Claim means any action, cause of action, suit, proceeding, claim, or demand of any third party (and all resulting judgments, bona fide settlements, penalties, damages, losses, liabilities, costs, and expenses including, but not limited to, reasonable costs and attorneys’ fees), (a) based on allegations that, if true, would establish (i) the Indemnifying Party’s breach of this Agreement; (ii) the Indemnifying Party’s misrepresentation, fraud or other misconduct; (iii) the Indemnifying Party’s negligent or willful misconduct or omissions; (iv) infringement by the Indemnifying Party or by any Indemnifying Party product or service of any patent, copyright, trademark, service mark, trade name, right of publicity or privacy, trade secret, or any other proprietary right of any third party; (v) the Indemnifying Party’s liability in relation to any wrongful disclosure of private or personal matters or material which is defamatory; or (vi) the Indemnifying Party’s wrongful use or unauthorized disclosure of data; or (b) that arises out of: (i) any act or omission of the Indemnifying Party or its subcontractors or agents relating to the Indemnifying Party’s performance or obligations under this Agreement or the Indemnifying Party’s use of any services or facilities obtained from or provided by the other Party under this Agreement; (ii) any act or omission of the Indemnifying Party’s customer(s) or End User(s) pertaining to the services or facilities provided under this Agreement; (iii) the bodily injury or death of any person, or the loss or disappearance of or damage to the tangible property of any person, relating to the Indemnifying Party’s performance or obligations under this Agreement; (iv) the Indemnifying Party’s design, testing, manufacturing, marketing, promotion, advertisement, distribution, lease or sale of services and/or products to its customers, or such customers’ use, possession, or operation of those services and/or products; or (v) personal injury to or any unemployment compensation claim by one or more of the Indemnifying Party’s employees, notwithstanding any protections the Indemnifying Party might otherwise have under applicable workers’ compensation or unemployment insurance law, which protections the Indemnifying Party waives, as to the Indemnified Party and other persons and entities to be indemnified under this Section (other than applicable employee claimant(s)). 22.1.2 For purposes of this Section, Reasonable costs and attorneys’ fees, as used in this Section, includes without limitation fees and costs incurred to interpret or enforce this Section. 22.1.3 The Indemnified Party will provide the Indemnifying Party with reasonably prompt written notice of any Claim. At the Indemnifying Party’s expense, the Indemnified Party will provide reasonable cooperation to the Indemnifying Party in connection with the defense or settlement of any Claim. The Indemnified Party may, at its expense, employ separate counsel to monitor and participate in the defense of any Claim.

  • LIMITATION OF OUR LIABILITY We are not responsible or liable to you or any supplementary cardmember for: • any delay or failure by a merchant to accept the card, • goods and services you charge to your account, including any dispute with a merchant about goods and services charged to your account, • any costs, damages or expenses arising out of our failure to carry out our obligations under this agreement if that failure is caused by a third party or because of a systems failure, data processing failure, industrial dispute or other action outside our control, and • loss of profits or any incidental, indirect, consequential, punitive or special damages regardless of how they arise. For example, we will not be liable to you or any supplementary cardmember for any malfunction or failure of the card or refusal by a merchant to accept the card. Clause required under the Consumer Protection Act. (Open credit contract for the use of a credit card)

  • Employers Liability and Voluntary Compensation unless the HSP complies with the Section below entitled “Proof of WSIA Coverage”;

  • Directors’ Liability and Indemnification The Company’s Certificate of Incorporation and Bylaws shall provide (a) for elimination of the liability of director to the maximum extent permitted by law and (b) for indemnification of directors for acts on behalf of the Company to the maximum extent permitted by law.

  • Our Liability This section explains our liability to you only to the extent that any other agreements, notices or disclosures have not separately disclosed our liability. In no event shall we be liable to you for failure to provide access to your Online Banking or ▇▇▇▇ Payment services accounts. Unless otherwise required by applicable law, we are only responsible for performing the Online Banking and ▇▇▇▇ Payment services as delineated in this Agreement. We will be liable for the amount of any material losses or damages incurred by you and resulting directly from our gross negligence. We will not be liable to you in the following instances: 1. If through no fault of the Bank, you do not have enough money in your account to make the transfer. 2. If circumstances beyond our control (such as fire, flood, power outage, equipment or technical failure or breakdown) prevents the transfer despite reasonable precautions that we have taken. 3. If there is a hold on your account, or if access to your account is blocked, in accordance with banking policy. 4. If your funds are subject to a legal proceeding or other encumbrance restricting the transfer. 5. If your transfer authorization terminates by operation of law. 6. If you believe someone has accessed your accounts without your permission and you fail to notify the Bank immediately. 7. If you have not properly followed the instructions on how to make a transfer included in this Agreement. 8. If we have received incomplete or inaccurate information from you or a third party involving the account or transfer. 9. If we have a reasonable basis for believing that unauthorized use of your Password or account has occurred or may be occurring or if you default under this Agreement, the deposit account agreement, a credit agreement or any other agreement with us, or if we or you terminate this Agreement. IN NO EVENT SHALL WE HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM OR ARISING OUT OF THIS AGREEMENT.