Section Error Sample Clauses

Section Error. Unknown switch argument..Error! Unknown switch argument. Obligation of the Purchaser to Indemnify. Subject to the limitations set forth in Section 8.5 hereof, the Purchaser hereby agrees to indemnify the Stockholders and their respective officers, directors, employees and agents (individually a "Stockholder Indemnified Party" and collectively the "Stockholder Indemnified Parties"; the Purchaser Indemnified Parties and the Stockholders Indemnified Parties are sometimes collectively referred to as the "Indemnified Parties") against, and to protect, save and keep harmless the Stockholder Indemnified Parties from and to assume liability for any and all Losses that may be imposed on or incurred by the Stockholder Indemnified Parties as a consequence of or in connection with (i) any inaccuracy or breach of any representation or warranty contained in Article IV hereof or (ii) any breach of or failure by the Purchaser to comply with or perform any agreement or covenant by the Purchaser contained in this Agreement.
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Section Error. Reference source not found.‎11.1.3, or Section 11.1.4, and Seller directly or indirectly receives an indication of interest for a Superior Transaction prior to the date of termination of this Agreement and enters into an agreement representing a Superior Transaction within six (6) months of such termination (whether or not with the party submitting such indication of interest), then unless Buyer has terminated under Section 11.1.2(i) and elected to enforce its rights under Section 11.3.3, Seller shall, upon the closing of the transaction contemplated by such agreement, pay to Buyer the amount of Five Million Dollars ($5,000,000.00) as a break-up fee constituting liquidated damages and as Buyer’s sole and exclusive remedy in connection with any such termination in lieu of all other recourse against Seller including monetary damages and specific performance. Seller and Buyer agree that, in the event Buyer receives such break-up fee pursuant to this Section ‎11.3.6, (i) such amount is a reasonable estimate due to the difficulty and inconvenience of measuring actual damages and the uncertainty thereof, and Seller and Buyer agree that such amount would be a reasonable estimate of Buyer’s loss and (ii) Buyer shall not be entitled to seek the remedies provided for in Section ‎11.3.3 (other than right to receive the return of the Deposit). If this Agreement terminates for any reason other than those set forth in Section 11.1.1,
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Section Error. Reference source not found.‎11.1.3, or Section 11.1.4, the provisions of this Section ‎11.3.6 shall survive termination of this Agreement.
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Section Error. Reference source not found. of the Employment Agreement (entitled “Restrictive Covenants”) shall continue in full force and effect as if fully restated herein.
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Section Error. Reference source not found. shall not apply to a Transfer unless its effect, together with other reasonably practicable compliance steps (which, for the avoidance of doubt, do not include obtaining consents from Data Subjects), is to allow the relevant Transfer to take place without breach of Applicable Data Protection Laws.
Sample 1

Related to Section Error

  • Notification of Error The Trust will notify USBFS of any discrepancy between USBFS and the Trust, including, but not limited to, failing to account for a security position in the Fund’s portfolio, upon the later to occur of: (i) three business days after receipt of any reports rendered by USBFS to the Trust; (ii) three business days after discovery of any error or omission not covered in the balancing or control procedure; or (iii) three business days after receiving notice from any shareholder regarding any such discrepancy.

  • Trade Errors The Sub-Advisor will notify the Manager of any Trade Error(s), regardless of materiality, promptly upon the discovery such Trade Error(s) by the Sub-Advisor. Notwithstanding Section 5, the Sub-Advisor shall be liable to the Manager, the Fund or its shareholders for any loss suffered by the Manager or the Fund resulting from Trade Errors due to negligence, misfeasance, or disregard of duties of the Sub Advisor or any of its directors, officers, employees, agents (excluding any broker-dealer selected by the Sub-Advisor), or affiliates. For purposes under this Section 6, “Trade Errors” are defined as errors due to (i) erroneous orders by the Sub-Advisor for the Series that result in the purchase or sale of securities that were not intended to be purchased or sold; (ii) erroneous orders by the Sub-Advisor that result in the purchase or sale of securities for the Series in an unintended amount or price; or (iii) purchases or sales of financial instruments which violate the investment limitations or restrictions disclosed in the Fund’s registration statement and/or imposed by applicable law or regulation (calculated at the Sub-Advisor’s portfolio level), unless otherwise agreed to in writing.

  • Correction of Errors Contractor shall perform, at its own cost and expense and without reimbursement from the District, any work necessary to correct errors or omissions which are caused by the Contractor’s failure to comply with the standard of care required herein.

  • Schedule Updates the Contractor agrees to maintain the Work duration schedule updates on an ongoing basis and, when the County requests it, include the updates in its payment request. The Contractor may be required to submit a narrative report with each monthly update which shall include a description of current and anticipated problem areas, delaying factors and their impact, and an explanation of corrective action taken or proposed. Failure to do so may be considered a material breach of the Contract. Any additional or unanticipated costs or expense required to maintain the schedules shall be solely the Contractor’s obligation and Contractor agrees not to charge the County.

  • Pricing Errors Any material errors in the calculation of net asset value, dividends or capital gain information shall be reported immediately upon discovery to the Company. An error shall be deemed "material" based on our interpretation of the SEC's position and policy with regard to materiality, as it may be modified from time to time. Neither the Trust, any Fund, the Distributor, nor any of their affiliates shall be liable for any information provided to the Company pursuant to this Agreement which information is based on incorrect information supplied by or on behalf of the Company or any other Participating Company to the Trust or the Distributor.

  • Termination for Force Majeure In the event of a force majeure that lasts longer than thirty (30) days from the date that a Party claiming relief due to the force majeure event gives notice to the other Party, the Party not claiming relief under the force majeure event may terminate this Agreement upon written notice to the other Party. For the avoidance of doubt, the COVID-19 pandemic does not constitute a force majeure event.

  • BACKGROUND STATEMENT The Borrower has requested that the Lenders make available to the Borrower revolving credit facilities in the aggregate principal amount of $725,000,000. The Borrower will use the proceeds of these facilities as provided in Section 5.5. The Lenders are willing to make available to the Borrower the credit facilities described herein subject to and on the terms and conditions set forth in this Agreement.

  • Disclosure Updates Promptly and in no event later than 5 Business Days after obtaining knowledge thereof, notify Agent if any written information, exhibit, or report furnished to the Lender Group contained, at the time it was furnished, any untrue statement of a material fact or omitted to state any material fact necessary to make the statements contained therein not misleading in light of the circumstances in which made. The foregoing to the contrary notwithstanding, any notification pursuant to the foregoing provision will not cure or remedy the effect of the prior untrue statement of a material fact or omission of any material fact nor shall any such notification have the effect of amending or modifying this Agreement or any of the Schedules hereto.

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