Seller's risk Sample Clauses

Seller's risk before loading‌ The weaners shall remain at the Seller's liability and risk until SPF has loaded the Consignment, cf. clause 7.3, however. Buyer's risk after loading‌ The Buyer shall not assume risk for the accidental destruction or deterioration of the weaners until the weaners have been unloaded at the site stipulated by the Buyer.
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Seller's risk. Seller shall design, construct, own, operate and maintain the Facility at its own risk and expense.
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Seller's risk. Sellers shall bear the risk of loss or damage to the Timberlands and improvements thereon from Casualty loss or any other cause whatsoever, or condemnation of any portion of the Timberlands, prior to Closing if, but only if, such loss, damage or condemnation causes a reduction in the value of the Property greater than $250,000.00. In the event of such loss, damage, or condemnation prior to Closing which causes a reduction in value of the Property greater than $250,000.00 but less than ten percent (10%) of the Purchase Price, Buyer shall proceed with Closing provided that (i) in the case of damage, Buyer shall receive a reduction in the Purchase Price equal to the amount of such damage as determined in accordance with Section 9.3 below, or (ii) in the case of a condemnation, Sellers shall assign all of Sellers’ rights to such condemnation award or proceeds for the Property to Buyer. In the event that such loss, damage or condemnation occurs prior to Closing and causes a reduction in the value of the Property in excess of ten percent (10%), Buyer, at its election, may terminate this Agreement without any further liability of either party to the other, except that Sellers shall direct the Escrow Agent to refund the Xxxxxxx Money to Buyer or if Buyer fails to terminate this Agreement as provided herein within five (5) business days after the determination of the reduction in value of the Property, then Buyer shall be deemed to have waived such termination right and Buyer and Sellers shall complete the Closing provided that (i) in the case of damage, Buyer shall receive a reduction in the Purchase Price equal to the amount of such damage as determined in accordance with Section 9.3 below, or (ii) in the case of a condemnation, Sellers shall assign all of Sellers’ rights to such condemnation award or proceeds for the Property to Buyer.
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Seller's risk. SELLER agrees that it, its employees and subcontractors, are performing services as independent contractors and not as BUYER’s employees, regardless of where they perform their services. SELLER shall be fully responsible for its employees, agents, officers, contractors and subcontractors, including without limitation all compensation and taxes related thereto. SELLER shall carry out its work at its own risk until the same is fully completed and accepted, and shall, in case of any accident, destruction or injury to any goods or materials before final completion and acceptance, repair and replace the goods or materials so injured, damaged and destroyed, at SELLER’s expense and to BUYER’s satisfaction. When materials or equipment are furnished by others for SELLER’s use, SELLER shall receive, unload, store, handle and be responsible therefore as though such materials or equipment were being furnished by SELLER hereunder. To the extent SELLER is performing hereunder at BUYER’s premises, SELLER and its subcontractors shall take all safety precautions and furnish and install guards necessary for the prevention of accidents. BUYER shall not be responsible nor be held liable for any damage to person or property arising from the use, misuse or failure of any rigging, blocking, scaffolding or other equipment used by SELLER or any of its subcontractors, notwithstanding BUYER’s ownership, provision or loan of such equipment to SELLER or to any of its subcontractors.
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Seller's risk. All of SELLER'S personal property, equipment, improvements, structures and fixtures located upon the Premises shall be at the sole risk of SELLER and BUYER shall not be liable under any circumstances for any damage thereto or theft thereof. In addition, BUYER shall not be liable or responsible for any damage or loss to property or injury or death to persons occurring on or adjacent to the Premises resulting from any cause, including but not limited to, defect in or lack of repairs to the improvements located on the Premises.
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Related to Seller's risk

  • SELLERS 20 The member states initially anticipate that they will provide a monetary allowance to sellers 21 under Model 2 based on the following:

  • Seller's Liability SELLER’s liability with respect to the Product sold to END USER shall be limited to the warranty provided herein. SELLER shall not be subject to any other obligations or liabilities, whether arising out of breach of contract, warranty, tort (including negligence and strict liability) or other theories of law, with respect to products sold or services rendered by seller, or any undertaking, acts or omissions relating thereto. Without limiting the foregoing, SELLER specifically disclaims any liability for property or personal injury damages, penalties, special or punitive damages, damages for lost profits or revenues, services, down time, shut down or slow down costs, or for any other types of economic loss, and for claims of END USER’s customers or any third party for any such damages. SELLER shall not be liable for and disclaims all consequential, incidental and contingent damages whatsoever.

  • Seller For each Mortgage Loan, the seller of such Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement.

  • Buyers 3.1 The Buyer Parent has incorporated or shall incorporate wholly-owned single purpose Xxxxxxxx Islands entities to be the Buyers of the Rigs and will nominate one such Buyer for each Rig.

  • Operations Prior to Closing Between the date of the execution of this Agreement and Closing:

  • Seller’s Indemnity (a) Seller shall and hereby agrees to indemnify and hold Buyer and its officers, directors, employees, and affiliates (each a “Buyer Indemnitee”) harmless from and against any and all Losses actually incurred by a Buyer Indemnitee, arising out of, attributable to, or in connection with: (i) any breach of a representation or warranty made by Seller in this Agreement or any certificate delivered pursuant to any Section hereof; (ii) any breach by Seller of any covenant or obligation of Seller hereunder; (iii) any Excluded Liabilities or related to any Excluded Assets; (iv) any and all liabilities and obligations of Seller of any nature relating to the Designated Assets or the operation of the Clinical Lab Services Business which are incurred or arise prior to 11:59am ET on the Closing Date; and (v) any and all actions, suits, proceedings, demands, assessments, or judgments, costs, and expenses (including reasonable legal and accounting fees and investigation costs) incident to the foregoing (i) through (iv), and the enforcement thereof. (b) Notwithstanding anything to the contrary herein or otherwise, Seller shall not be required to indemnify any Buyer Indemnitee, and shall not have any liability under sub-clause (i) of Section 9.02(a) (other than in respect of any Fundamental Representations of Buyer): (i) unless the aggregate of all Losses in respect of any claim or series of related claims for which Seller would, but for this sub-clause (i), be liable thereunder exceeds on a cumulative basis an amount equal to the De Minimis Threshold; (ii) unless the aggregate of all Losses for which Seller would, but for this sub- clause (ii), be liable thereunder exceeds on a cumulative basis an amount equal to the Basket Amount, in which event Seller shall be responsible for the aggregate amount of all Losses; (iii) for any amounts in excess of the Cap. For avoidance of doubt, the limitations on indemnify in this Section 9.02(b) shall apply only to the general representations and warranties set out in this agreement, and shall not apply to breaches of Fundamental Representations or any other indemnity categories such as covenants, excluded liabilities, etc. (c) Notwithstanding anything to the contrary herein or otherwise, Seller shall not be required to indemnity any Buyer Indemnitee, and shall not have any liability hereunder for amounts, in the aggregate, in excess of the Purchase Price (including claims based on a breach of Fundamental Representations of Seller). -24

  • Indemnity of Escrow Agent The Client hereby agrees to indemnify and hold harmless the Escrow Agent against any and all losses, claims, damages, liabilities, attorneys’ fees (even if Escrow Agent represents himself), and expenses, including any litigation arising from this Agreement or involving the subject matter hereof.

  • Buyer (Buyer) will take title 16 to the Property described below as Joint Tenants Tenants In Common Other .

  • Indemnity by Seller (a) Seller shall release, defend, indemnify and hold harmless Buyer, its directors, officers, agents, attorneys, representatives and Affiliates (“Buyer Group”) against and from any Indemnifiable Losses, which arise out of or relate to or are in any way connected with (i) the Seller’s delivery of the Product to Buyer, (ii) Seller’s or its Affiliates’ ownership, development, construction, operation and/or maintenance of the Project, including the Sites(s); (iii) Third Party Claims arising from Seller’s or its Affiliates’ actions or inactions, including Seller’s breach of this Agreement or other agreements related to the development, construction, ownership, operation or maintenance of the Project or Site; (iv) any environmental matters associated with the Project, including the disposal and transportation of Hazardous Substances by or on behalf of the Seller or at the Seller’s direction or agreement; (v) Third Party Claims arising under any agreement between Seller or its Affiliates ; or (vi) resulting from Seller’s or its Affiliates’ violation of any applicable Law, or requirements of Transmission Provider, Utility Distribution Company, NERC, WECC or Reliability Organization; in each case including any loss, claim, action or suit, for or on account of injury to, bodily or otherwise, or death of, persons, or for damage to or destruction or economic loss of property belonging to Xxxxx, Seller, Seller’s Affiliates, or others, excepting only such Indemnifiable Losses, to the extent solely caused by the willful misconduct or gross negligence of a member of the Buyer Group.

  • The Properties 3.1 All of the Properties are in England, Wales or Scotland.

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