Basis of Bargain EACH PARTY RECOGNIZES AND AGREES THAT THE WARRANTY DISCLAIMERS AND LIABILITY AND REMEDY LIMITATIONS IN THIS AGREEMENT ARE MATERIAL BARGAINED FOR BASES OF THIS AGREEMENT AND THAT THEY HAVE BEEN TAKEN INTO ACCOUNT AND REFLECTED IN DETERMINING THE CONSIDERATION TO BE GIVEN BY EACH PARTY UNDER THIS AGREEMENT AND IN THE DECISION BY EACH PARTY TO ENTER INTO THIS AGREEMENT.
Basis of Agreement Subject to the terms and conditions herein provided, during the period of this Agreement, the Managers shall carry out Management Services in respect of the Vessel as agents for and on behalf of the Owners. The Managers shall have authority to take such actions as they may from time to time in their absolute discretion consider to be necessary to enable them to perform this Agreement in accordance with sound ship management practice.
Basis of Accrual If the basis of accrual of interest or fees expressed in this Agreement with respect to the Currency of any state that becomes a Participating Member State shall be inconsistent with any convention or practice in the interbank market for the basis of accrual of interest or fees in respect of the Euro, such convention or practice shall replace such expressed basis effective as of and from the date on which such state becomes a Participating Member State; provided that, with respect to any Borrowing denominated in such Currency that is outstanding immediately prior to such date, such replacement shall take effect at the end of the Interest Period therefor.
BASIS OF CONTRACT 1.1. The Order constitutes Buyer’s offer to Seller to purchase the Goods and/or Services and upon its acceptance by Seller the Contract shall be formed. Acceptance by Seller shall be deemed to occur on the earlier of Seller issuing a written acknowledgement of the Order or Seller doing an act consistent with fulfilling the Order. Any terms whatsoever that may be proposed by Seller in accepting Buyer's Order (including any terms which Seller purports to apply in conjunction with an acknowledgement or confirmation of the Order, a quotation, a specification, a delivery note, invoice or similar document) shall be void and of no effect unless expressly agreed by Buyer in writing.
BASIS OF REINSURANCE Reinsurance under this Agreement will be on the Yearly Renewable Term basis on the portion of each policy that is reinsured as described in Schedule A.
Allocation of Risk The Trust acknowledges that the fees charged by UMBFS under this Agreement reflect the allocation of risk between the parties, including the exclusion of remedies and limitations on liability in Article IX. Modifying the allocation of risk from what is stated herein would affect the fees that UMBFS charges. Accordingly, in consideration of those fees, the Trust agrees to the stated allocation of risk.
Basis of Payment The basis of payment is identified in Attachment E, Fee Schedule. Reimbursement of costs incurred under a work authorization shall be in accordance with Attachment E, Fee Schedule.
Basis of Computation Interest accrued hereunder shall be computed for the actual number of days elapsed on the basis of a 360-day year.
Extent of Liability; Contribution (a) Notwithstanding anything herein to the contrary, each Borrower’s liability under this Section 5.11 shall be limited to the greater of (i) all amounts for which such Borrower is primarily liable, as described below, and (ii) such Borrower’s Allocable Amount.
Extent of Liability Notwithstanding anything to the contrary contained herein, with respect to the indemnification obligations of the Funds provided in this Section4.03, each Fund shall be: (i) severally, and not jointly and severally, liable with each of the other Funds; and (ii) liable only for its pro rata share of such liabilities, determined with reference to such Fund's proportionate interest in the aggregate of assets held by the Custodian in the Account with respect to which such liability relates at the time such liability was incurred, as reflected on the books and records of the Funds.