Scope of Seller Responsibility Clause Samples

Scope of Seller Responsibility. Subject to the provisions of this ARTICLE VI, Seller shall diligently perform, at its sole cost: (i) any Ongoing Corrective Action at a Real Property listed on Section 6.2.1 of the Disclosure Schedule; (ii) any Corrective Action at or relating to each Real Property (A) listed on Section 6.2.3, Section 6.2.4 or Section 6.2.5 of the Disclosure Schedule at which a Release is identified in a Buyer Environmental Investigation, in each case, that (x) is reportable to a Responsible Government Agency as a Release pursuant to Section 6.3.1(c) and (y) discovered by or disclosed to Seller prior to the expiration of the Inspection Period in accordance with the provisions of Section 6.3.1; (iii) any Corrective Action to address a Release that occurs as a result of Corrective Action by or on behalf of Seller at a Property after the Closing Date but excluding any Property listed on Section 6.2.2 of the Disclosure Schedule; and (iv) all UST Repair Actions at any Real Property (other than any Excluded Property) which are identified in a Tank Integrity Test Report and for which Seller has elected to be Responsible by pursuing UST Option (1). Other than as expressly set forth in this Section 6.4.1(a), Seller shall not be responsible for any Corrective Action or UST Repair Action at any of the Properties after Closing, including performing Corrective Action for a Release discovered after Closing for which Seller does not have responsibility prior to Closing.
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Related to Scope of Seller Responsibility

  • Buyer Responsibilities Buyer will: (a) promptly perform its obligations identified in the applicable Proposal or Order; (b) promptly provide all information reasonably required or useful for performance of the Service, including completion of the Order, prior to commencement of the Services; (c) designate a business contact and a technical contact to coordinate Buyer’s personnel and act as a liaison; (d) seek all consents and permits and provide all notices required in connection with the completion of the Services; and (e) provide Honeywell with prompt access to Buyer’s systems and premises as set forth in Section 12(c) (Working Hours for Services) to the extent necessary during the performance of the Services. If Buyer fails to perform any of Buyer’s obligations, Honeywell will: (i) be excused from failure to perform any of Honeywell’s affected obligations under this Agreement; (ii) be entitled to a reasonable extension of time, and a reasonable reimbursement of additional costs or fees incurred as a result of the same; and (iii) not be responsible for any liability arising from such failure. Honeywell is not responsible or liable for any problems, unavailability, delay or security incidents arising from or related to: (A) conditions or events reasonably outside of Honeywell’s control; (B) cyberattack; (C) public internet and communications networks; (D) data, software, hardware, services, telecommunications, infrastructure or networking equipment not provided by Honeywell, or acts or omissions of third parties Buyer retains; (E) Buyer’s and/or Buyer’s users’ negligence or failure to use the latest version or follow Documentation; (F) modifications or alterations not made by Honeywell; (G) loss or corruption of data; (H) unauthorized access via Buyer’s credentials; or (I) Buyer’s failure to use commercially reasonable administrative, physical and technical safeguards to protect Buyer’s systems or data or follow industry-standard security practices.

  • Seller’s Responsibility If the Seller determines that the Interface Problem is primarily attributable to the design of a Warranted Part, the Seller shall, if so requested by the Buyer and pursuant to the terms and conditions of Clause 12.1, correct the design of such Warranted Part to the extent of the Seller’s obligation as defined in Clause 12.1.

  • SELLER’S RESPONSIBILITIES (a) Seller shall act in performance of this Agreement as an independent contractor and not as an agent for Company or the Government in performing this Agreement, maintaining complete control over its employees and all lower-tier subcontractors. Nothing contained in this Agreement or any lower-tier subcontract shall create any contractual relationship between any such lower-tier subcontractor and the Government or Company. Seller is solely responsible for the actions of itself and its lower-tier subcontractors, agents or employees. (b) Seller shall be responsible for all liability and related expenses resulting from (1) injury, death, damage to or loss of property or (2) violation of Part 1.12a Compliance with Laws, which is in any way connected with its performance of work under this Agreement. Seller's responsibility shall apply to activities of Seller, its agents, lower-tier subcontractors, or employees and such responsibility includes the obligation to indemnify, defend, and hold harmless the Government and the Company for Seller's conduct. However, such liability and indemnity does not apply to injury, death, or damage to property to the extent it arises from the negligent or willful misconduct of Company. (c) If Company’s costs are determined to be unallowable, its fee reduced, or it incurs any cost or damages as a result of Seller’s violation of applicable laws, orders, rules, regulations, or ordinances, or the submission of defective cost or pricing data, Company may make an equivalent reduction in amounts due Seller. (d) If Seller is a State agency, such as an Educational Institution, all liabilities and remedies shall be determined in accordance with the laws applicable to this Agreement under Part 1.2.

  • Buyer’s Responsibilities 14.1 All sites at which the Products shall be delivered or installed shall be prepared by Buyer in accordance with Nortel's standards, including, without limitation, environmental requirements. 14.2 Buyer shall provide Nortel-designated personnel access to the Products during the times deemed necessary by Nortel to install, maintain and service the Products in accordance with Nortel's obligations. Nortel personnel shall comply with Buyer's reasonable site and security regulations, provided Nortel receives written notice of any such regulations reasonably in advance of the arrival of Nortel's personnel at the site. 14.3 Buyer shall provide reasonable working space and facilities, including heat, light, ventilation, telephones, electrical current, trash removal and other necessary utilities for use by Nortel-designated maintenance personnel, and adequate secure storage space, if required by Nortel, for Products and materials. Buyer shall also provide adequate security for the Products while on Buyer's site. 14.4 Buyer shall obtain all necessary governmental permits applicable to Buyer in connection with the installation, operation, and maintenance of Products furnished hereunder, excluding any applicable permits required in the normal course of Nortel's doing business. 14.5 Any information which Nortel reasonably requests from Buyer and which is necessary for Nortel to properly install or maintain the Products shall be provided by Buyer to Nortel in a timely fashion and in a form reasonably specified by Nortel.

  • Buyer’s Responsibility Buyer shall obtain and maintain all distribution, transmission and interconnection rights and agreements (including all Governmental Authority approvals) required to enable transmission and delivery of electric energy at and after the Delivery Point.