GUARANTEES AND LIABILITIES Sample Clauses

GUARANTEES AND LIABILITIES. 4.1 IAE warrants to AAH that, at the time of delivery, the Supplies sold hereunder will be free of defects in material and manufacture, and will conform in all material respects to IAE’s applicable specifications and rules and regulations of the Certification Authority. IAE’s liability and AAH’s remedies under this warranty are limited to the repair or replacement, at IAE’s election, of Supplies or portions thereof returned to IAE at the place so instructed by IAE which are shown to IAE’s reasonable satisfaction to have been defective; provided, that written notice of the defect shall have been given by AAH to IAE within ninety (90) days after the first operation or use of such Supplies or within thirty (30) days after the defect has become apparent (or if the Supplies are installed in new Aircraft, within ninety (90) days after acceptance of such Aircraft by its first operator) but in no event later than one (1) year after the date of delivery of such Supplies by IAE. Transportation charges for the return of Supplies to IAE pursuant to this Clause 4.1 and their reshipment to AAH and the risk of loss thereof will be borne by IAE provided the Supplies are returned in accordance with written shipping instructions from IAE and are defective and provided that IAE shall have provided such written shipping instructions promptly.
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GUARANTEES AND LIABILITIES. Each party states and guarantees to have full powers for entering into this Agreement. XXXX is the legitimate owner of the databases that operate with the contents of Open Data object of this document. TRAM does not guarantee the integrity, updating, accuracy and continuity of access to the Open Data. TRAM shall not be held liable for any error or omission contained in the information object of this Agreement. TRAM reserves the right to, at any time, add, delete or modify the content and/or these general conditions. These changes shall be communicated via TRAM’s Open Data portal and shall take effect as of the day they are published, unless stated otherwise. The DEVELOPER shall have to update and adapt its system in order to correctly apply the modifications introduced. The use of the sets of data shall be carried out by the DEVELOPER at its own cost and risk, and the latter shall also be solely responsible before TRAM and/or third parties for any damage that may arise from such use. TRAM shall not be liable for the DEVELOPER’s use of its information, nor for the damages and losses which, directly or indirectly, cause or may cause economic or material losses or regarding other issues caused by the use of the reused information.
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GUARANTEES AND LIABILITIES. 28. Operational Acceptance Time Guarantee (GCC Clause 28) GCC 28.2 Liquidated damages shall be assessed at 0.5 percent per week. The maximum liquidated damages are 10 percent of the Contract Price, or relevant part of the Contract Price if the liquidated damages apply to a Subsystem. GCC 28.3 Liquidated damages shall be assessed “only with respect to achieving Operational Acceptance;”
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GUARANTEES AND LIABILITIES. The Parties do not take on any obligation in addition to those set forth by this Agreement and do not provide any guarantee regarding the services made or due stemming from the same also with regards to the outcome of said services or their compliance with a specific purpose. The Parties do not provide any guarantee with regards to the completeness or correctness of the information, documents and data exchanged and/or transferred. The Parties, except as set forth herein, shall have no liability arising from the use of the acquired information.
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GUARANTEES AND LIABILITIES. 19.1 The Contractor guarantees that it shall complete the supply of the DDC Systems within the period specified in this agreement.
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GUARANTEES AND LIABILITIES. GCC 25.2 Liquidated damages shall be assessed at 0.5% per week. The maximum liquidated damages are 5% of the Contract Price, or relevant part of the Contract Price if the liquidated damages apply to a Subsystem. GCC 25.3 Liquidated damages shall be assessed only with respect to achieving Operational Acceptance. GCC 25.6 The Warranty and Maintenance Period shall begin from the date of Operational Acceptance of any new installed system or subsystem and extend for thirty six (36) months and the additional two years that may be renewed upon satisfactory performance and requirements.
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GUARANTEES AND LIABILITIES. If any project or work completed by us results in loss to you, Small Business Solutions NC will suffer no liability. In the event of an error in the completed task, it will be corrected by Small Business Solutions NC, without any further charges. Small Business Solutions NC works to achieve a high level of quality, however due to the varied nature of the work, we offer no guarantees that work completed will satisfy the clients expectation of quality or time taken to complete. Refunds will only be offered based on the quality and time expectation set forth by Small Business Solutions NC Management and not by the client. GOVERNING LAW All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of North Carolina, without regard to the principles of conflicts of law thereof. Each party agrees that all Proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the State of NC. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the State of North Carolina.
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GUARANTEES AND LIABILITIES. 26 COMPLETION TIME GUARANTEE & DELAYS
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Related to GUARANTEES AND LIABILITIES

  • Duty Obligations and Liabilities (a) The Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession shall be to deal with it in the same manner as the Agent deals with similar property for its own account. The powers conferred on the Agent hereunder are solely to protect the Agent’s interest in the Collateral and shall not impose any duty upon the Agent to exercise any such powers. The Agent shall be accountable only for amounts that it receives as a result of the exercise of such powers, and neither it nor any of its Related Persons shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence, bad faith, or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable decision. In addition, the Agent shall not be liable or responsible for any loss or damage to any Collateral, or for any diminution in the value thereof, by reason of the act or omission of any warehousemen, carrier, forwarding agency, consignee or other bailee if such Person has been selected by the Agent in good faith.

  • Indebtedness and Liabilities None of the Loan Parties shall directly or indirectly create, incur, assume, guaranty, or otherwise become or remain directly or indirectly liable, on a fixed or contingent basis, with respect to any Indebtedness except: (a) the Obligations; (b) Capital Leases and purchase money financing for Equipment entered into in the ordinary course of business (subject to Section 5.21); (c) trade payables and normal accruals in the ordinary course of business not yet due and payable or with respect to which such Loan Party is contesting in good faith the amount or validity thereof by appropriate proceedings and then only to the extent that Borrower shall have established adequate reserves therefor, if appropriate under GAAP; (d) Indebtedness owing under the ADEX Note, Earn-Out Obligations owing to the T N S Sellers, Subordinated Debt owing under the Acquisition Agreements and to the extent constituting Indebtedness, working capital adjustments owing by Borrower to a seller in connection with the Acquisition or a Potential Target Acquisition; (e) Indebtedness described in Section 4.4(a) hereof (including Indebtedness described on Schedule 4.4) and any extension, refinancing, renewal or replacement thereof if the principal amount thereof does not exceed the principal amount of the Indebtedness so refinanced; (f) up to an aggregate amount of $1,500,000 in unsecured debt owing to sellers of the equity interests of all Potential Targets acquired by Borrower (the “Potential Target Subordinated Debt”), provided that the repayment of any such unsecured debt is subordinated on terms satisfactory to Agent, including a restriction against payment of cash interest, required amortization and mandatory prepayments and provided further that the stated maturity date of any such debt is acceptable to the Agent in its commercially reasonable judgment; (g) Subordinated Debt, in addition to the Subordinated Debt described in the preceding clauses (d) and (f), provided that (A) the terms and conditions upon which such Subordinated Debt is incurred (including without limitation covenants, rate of interest, maturity date and use of proceeds) shall have been reviewed to the reasonable satisfaction of Agent, (B) no Event of Default shall have occurred and be continuing, (C) the holder of such Subordinated Debt shall have executed a Subordination Agreement in form and substance reasonably acceptable to Agent and (D) not less than ten (10) Business Days prior to the incurrence of such Subordinated Debt, Borrower shall have delivered to Agent written notice of the applicable Loan Party’s intent to incur such Subordinated Debt, together with a certificate signed by the chief financial officer of Borrower which shall include a calculation in reasonable detail demonstrating that after giving effect to the incurrence of such Subordinated Debt on a Pro Forma Basis, Borrower would be in compliance with the financial covenant set forth in Section 5.21(D) (after decreasing the numerator of the then applicable ratio by 0.50) as of the end of and for the period of four consecutive fiscal quarters ending with the most recent fiscal quarter for which the Borrower delivered financial statements to Agent pursuant to Section 5.1(B); (h) Indebtedness in respect of letters of credit or banker’s acceptances to secure the performance of bids, tenders, leases, contracts (other than for the payment of money) or statutory obligations; (i) Indebtedness in favor of Borrower or any Guarantor pursuant to clause (g) of the definition of Permitted Investments; and (j) other Indebtedness in an aggregate principal amount at any time outstanding not to exceed $100,000.

  • Litigation and Liabilities There are no civil, criminal or administrative actions, suits, claims, hearings, arbitrations, investigations or other proceedings (“Proceedings”) pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries, except for those that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. There are no obligations or liabilities of the Company or any of its Subsidiaries, whether or not accrued, contingent or otherwise other than (i) liabilities or obligations disclosed, reflected, reserved against or otherwise provided for in the consolidated balance sheet of the Company as of June 30, 2017, and the notes thereto set forth in the Company’s annual report on Form 10-K for the fiscal year ended June 30, 2017 (the “Company Balance Sheet”); (ii) liabilities or obligations incurred in the ordinary course of business consistent with past practice since June 30, 2017; (iii) liabilities or obligations arising out of the Transaction Documents (and which do not arise out of a breach by the Company or SpinCo of any representation or warranty in the Transaction Documents); or (iv) liabilities or obligations that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries is a party to or subject to the provisions of any judgment, order, writ, injunction, decree, award, stipulation or settlement of or with any Governmental Entity that would, individually or in the aggregate, reasonably be expected to have, a Company Material Adverse Effect (except to the extent expressly consented to by Parent pursuant to Section 5.06).

  • Liens and Liabilities Borrower shall pay when due all claims and demands of mechanics, materialmen, laborers and others for any work performed or materials delivered for the Property or the Improvements (collectively, “Property Payables”); provided, however, Borrower shall have the right to contest in good faith any such claim or demand, so long as it does so diligently, by appropriate proceedings and without prejudice to Lender and provided that neither the Property nor any interest therein would be in any danger of sale, loss or forfeiture as a result of such proceeding or contest. In the event that a mechanic’s or materialman's lien or similar proceeding is filed against the Property, or a claim is filed against Borrower or any Recourse Parties, and Borrower shall contest such lien, proceeding or claim, Borrower shall promptly notify Lender of such contest and thereafter shall, upon Lender’s request, promptly provide a bond, cash deposit or other security satisfactory to Lender to protect Lender’s interest and security should the contest be unsuccessful. If Borrower shall fail to immediately discharge or provide security against any such lien, proceeding or claim as aforesaid, Lender may do so and any and all expenses incurred by Lender, together with interest thereon at the Default Rate from the date advanced by Lender until actually paid by Borrower, shall be immediately paid by Borrower on demand and shall be secured by this Instrument and by all other Documents securing all or any part of the Obligations. Nothing in the Documents shall be deemed or construed as constituting the consent or request by Lender, express or implied, to any contractor, subcontractor, laborer, mechanic or materialman for the performance of any labor or the furnishing of any material for any improvement, construction, alteration, or repair of the Property. Borrower further agrees that Lender does not stand in any fiduciary relationship to Borrower. Any contributions made, directly or indirectly, to Borrower by or on behalf of any of its partners, members, principals or any party related to such parties shall be treated as equity and shall be subordinate and inferior to the rights of Lender under the Documents.

  • GUARANTEES AND INDEMNITIES (a) The Company is not a party to and is not liable (including contingently) under a guarantee, indemnity or other agreement to secure or incur a financial or other obligation with respect to another person's obligation.

  • Liabilities Guaranteed Each Guarantor hereby, joint and severally, irrevocably and unconditionally guarantees the prompt payment at maturity of the Obligations.

  • Duties and Liabilities of Covered Persons 1) To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Company or to any other Covered Person, a Covered Person acting under this Agreement shall not be liable to the Company or to any other Covered Person for his or her good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Member to replace such other duties and liabilities of such Covered Person.

  • Liabilities If this Agreement is terminated pursuant to this Section, such termination shall be without liability of any party to any other party except as provided in Section 4 hereof, and provided further that Sections 1, 6, 7 and 8 shall survive such termination and remain in full force and effect.

  • Taxes and Liabilities Pay, and cause each of its Subsidiaries to pay, when due all material taxes, assessments and other material liabilities except as contested in good faith and by appropriate proceedings with respect to which reserves have been established, and are being maintained, in accordance with GAAP except where failure to pay would not have a Material Adverse Effect.

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