Conditions For Benefit Of Vendor Sample Clauses

Conditions For Benefit Of Vendor. The obligation of the Vendor to complete the sale is subject to the following conditions precedent:
Conditions For Benefit Of Vendor. The foregoing conditions are inserted for the sole benefit of Vendor. In the event that any of the foregoing conditions are not fulfilled or met at or prior to the First Closing Date, Vendor may terminate this Agreement under Clause 17.1, and in that event Vendor shall be released from all obligations, except those specified in Article 8, and unless Vendor can show that the condition or conditions the non-performance thereof by Purchaser has caused Vendor to terminate this Agreement, are or were reasonably capable of being performed or caused to be performed by Purchaser, then Purchaser shall also be released from all obligations except those specified in Article 8; provided that any condition may be waived in whole or in part by Vendor without prejudice to its right of termination in the event of non-fulfillment of any other conditions. Except as provided in Clause 17.2, after the First Closing Date, Purchaser may not rescind or terminate this Agreement and Purchaser's remedies, if any, shall be limited to damages.
Conditions For Benefit Of Vendor. The obligation of Vendor to complete the sale hereunder is subject to the following conditions precedent, which are included for the sole benefit of Vendor:
Conditions For Benefit Of Vendor. The obligation of Vendor to complete the Transaction shall be subject to the satisfaction of, or compliance with, at or before the Time of Closing, the following conditions (which are acknowledged to be inserted for the exclusive benefit of Vendor and which may be unilaterally waived by Vendor in whole or in part):

Related to Conditions For Benefit Of Vendor

  • Indemnification Provisions for Benefit of the Buyer In the --------------------------------------------------- event the Seller breaches any of its representations, warranties, and covenants contained herein, and provided that the Buyer makes a written claim for indemnification within two months of becoming aware of such claim (containing, to the extent reasonably practicable at the time of notification, a detailed description of the facts on the basis of which the claim is based and a good faith estimate of the claim (provided, however, that no delay in providing such information shall relieve the Seller from any obligation hereunder unless (and then solely to the extent) the Seller thereby is prejudiced)) against the Seller at an address determined pursuant to (S)8.03 below within such survival period, then the Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach; provided, -------- however, (i) Buyer's right to indemnification with respect to breaches of the ------- Seller's representations and warranties, other than the Surviving Representations, shall be limited to the amount of U.S. $1,000,000 in the aggregate, and (ii) the Seller shall not be obligated to indemnify the Buyer against the breach of any particular representation or warranty unless the Adverse Consequences of such breach (when aggregated with the Adverse Consequences of all related breaches) exceeds U.S. $10,000 (it being agreed that Seller will then be obligated to indemnify against all Adverse Consequences, not just the excess over U.S. $10,000 and without giving effect to the inclusion in any such representation or warranty of a materiality qualification). Under no circumstances can the Seller reject or restrict or claim under this section on the ground that a loss, damage or expense was (or will be) suffered by the Company, rather than by the Buyer. The Parties agree and understand that this Agreement does not provide Buyer with the right to indemnification for breaches of representations, warranties and covenants not contained herein. Without limiting the preceding sentence, the Parties agree that the Seller is not indemnifying the Buyer against (i) changes to any applicable laws, rules or regulations, or (ii) damages done to the Company and/or the Business by the Buyer and/or its shareholders and other affiliates subsequent to the Closing.

  • Indemnification Provisions for Benefit of Buyer (a) In the event the Seller or any Subsidiary breaches (or in the event any third party alleges facts that, if true, would mean Seller or a Subsidiary has breached) any representations, warranties or covenants contained in this Agreement, and if there is an applicable survival period pursuant to Section 8.1 (provided that Buyer makes a written claim for indemnification against Seller within the survival period), then Seller agrees to indemnify Buyer Parties from and against the entirety of any Adverse Consequences any of Buyer Parties may suffer through and after the date of the claim for indemnification (including any Adverse Consequences Buyer Parties may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by such breach (or alleged breach).

  • Indemnification Provisions for Benefit of the Seller In the event the Purchasers breach (or in the event any third party alleges facts that, if true, would mean the Purchasers has breached) any of its representations, warranties, and covenants contained herein, and, if there is an applicable survival period pursuant to Section 13(a) above, provided that the Seller makes a written claim for indemnification against the Purchasers within such survival period, then the Purchasers shall indemnify the Seller from and against the entirety of any Adverse Consequences the Seller may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Seller may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach).

  • Indemnification Provisions for Buyer’s Benefit In the event Seller breaches any of its representations, warranties and covenants contained herein, and provided that Buyer makes a written claim for indemnification against Seller within the survival period then Seller shall be obligated to indemnify Buyer from and against the entirety of any Adverse Consequences Buyer may suffer (including any Adverse Consequences Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of or caused by the breach.

  • Benefit of Agreement Subject to the provisions of the Plan and the other provisions hereof, this Agreement shall be for the benefit of and shall be binding upon the heirs, executors, administrators, successors and assigns of the parties hereto.

  • Assignment Benefit of Agreement Third Party Beneficiary 15 Section 5.3. Notices. 16 Section 5.4. GOVERNING LAW 16 Section 5.5. Submission to Jurisdiction 16

  • Eligibility for Benefits A member will not be eligible to receive Long Term Disability benefits until their Income Protection benefits have expired.

  • Binding Effect; Benefit of Agreement This Agreement shall be binding upon and inure to the benefit of the Seller, the Servicer, the Administrative Agent, the Backup Servicer, the Collateral Custodian, the Secured Parties and their respective successors and permitted assigns and, in addition, the provisions of Section 2.9(a)(1) and Section 2.10(a)(1) shall inure to the benefit of each Hedge Counterparty, whether or not that Hedge Counterparty is a Secured Party.

  • Conditions for the Benefit of the Purchaser The purchase and sale of the Purchased Shares is subject to the following conditions to be fulfilled or performed at or prior to the Time of Closing, which conditions are for the exclusive benefit of the Purchaser and may be waived in whole or in part by the Purchaser in its sole discretion: