Act or Omission Sample Clauses
The "Act or omission" clause defines the legal consequences or responsibilities arising from actions taken or not taken by a party under the agreement. In practice, this clause clarifies whether a party is liable for damages, breaches, or other outcomes resulting from their own acts or failures to act, and may also address situations where third parties are involved. Its core function is to allocate risk and responsibility, ensuring that parties understand the extent of their obligations and potential liabilities related to both their actions and inactions.
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Act or Omission. The Vendor shall procure that (save only as may be necessary to give effect to this Agreement or with the prior written consent or at the written request of the Purchaser) neither it nor any Target Group Company or any other entity involved in the Business as set in Schedule 3 shall do, allow or procure any act or omission before Completion which would be likely to constitute a breach of any of the Warranties in any material respect if they were given at or any time prior to Completion or which would make any of the Warranties untrue, inaccurate or misleading if they were so given.
Act or Omission. In this Deed, reference to an act or omission by a party includes -
14.1. if a party comprises more than one person, an act or omission by any one or more of those persons;
14.2. the permitting or allowing by a party of an act or omission; and
14.3. an act or omission of an employee (whether or not acting within the scope of his employment), agent, contractor or invitee of a party.
Act or Omission. 1.2.1 No Seller shall be liable for any claim under the Warranties to the extent that the claim arises or is increased wholly or partly as a result of an act or omission occurring prior to Completion at the written request of or with the prior written consent of the Purchaser, Edgen, their respective Affiliates and Associates or any of their respective directors, officers, employees or agents save for acts or omissions in the ordinary and normal course of business of the Company and of the Subsidiaries as carried on prior to Completion or in the proper performance of contracts entered into by the Group prior to Completion.
1.2.2 No Seller shall be liable for any claim under the Warranties to the extent that the claim arises or is increased wholly or partly as a result of any voluntary act or omission of the Purchaser, Edgen, their respective Affiliates and Associates or any of their respective directors, officers, employees or agents including the Company, the Subsidiaries or any of their respective directors, officers on or after Completion, save for acts or omissions in the ordinary and normal course of business of the Company and of the Subsidiaries as carried on prior to Completion or in the proper performance of contracts entered into by the Group prior to Completion.
Act or Omission. Each of the Vendor and Company shall and shall procure that (save only as may be necessary to give effect to this Agreement or with the prior written consent or at the written request of the Purchaser) neither they nor, to the extent that the same is within their respective powers, any Group Company shall do, allow or procure any act or omission before Completion which would be reasonably likely to constitute a breach of any of the Warranties in any respect if they were given at or any time prior to Completion or which would make any of the Warranties untrue, inaccurate or misleading if they were so given.
Act or Omission. In this Deed, reference to an act or omission by a party includes -
14.1. if a party comprises more than one person, an act or omission by any one or more of those persons;
14.2. the permitting or allowing by a party of an act or omission; and
14.3. an act or omission of an employee (whether or not acting within the scope of his employment), agent, contractor or invitee of a party.