ÀÖÌìÌÃappÏÂÔØ

Act or Omission Sample Clauses

The "Act or omission" clause defines the legal consequences or responsibilities arising from actions taken or not taken by a party under the agreement. In practice, this clause clarifies whether a party is liable for damages, breaches, or other outcomes resulting from their own acts or failures to act, and may also address situations where third parties are involved. Its core function is to allocate risk and responsibility, ensuring that parties understand the extent of their obligations and potential liabilities related to both their actions and inactions.
POPULAR SAMPLE Copied 17 times
Act or Omission.ÌýEach of the Vendor and Company shall and shall procure that (save only as may be necessary to give effect to this Agreement or with the prior written consent or at the written request of the Purchaser) neither they nor, to the extent that the same is within their respective powers, any Group Company shall do, allow or procure any act or omission before Completion which would be reasonably likely to constitute a breach of any of the Warranties in any respect if they were given at or any time prior to Completion or which would make any of the Warranties untrue, inaccurate or misleading if they were so given.
Source 1Source 2
Act or Omission.ÌýIn this Deed, reference to an act or omission by a party includes - 14.1. if a party comprises more than one person, an act or omission by any one or more of those persons; 14.2. the permitting or allowing by a party of an act or omission; and 14.3. an act or omission of an employee (whether or not acting within the scope of his employment), agent, contractor or invitee of a party.
Source 1
Act or Omission.Ìý1.2.1 No Seller shall be liable for any claim under the Warranties to the extent that the claim arises or is increased wholly or partly as a result of an act or omission occurring prior to Completion at the written request of or with the prior written consent of the Purchaser, Edgen, their respective Affiliates and Associates or any of their respective directors, officers, employees or agents save for acts or omissions in the ordinary and normal course of business of the Company and of the Subsidiaries as carried on prior to Completion or in the proper performance of contracts entered into by the Group prior to Completion. 1.2.2 No Seller shall be liable for any claim under the Warranties to the extent that the claim arises or is increased wholly or partly as a result of any voluntary act or omission of the Purchaser, Edgen, their respective Affiliates and Associates or any of their respective directors, officers, employees or agents including the Company, the Subsidiaries or any of their respective directors, officers on or after Completion, save for acts or omissions in the ordinary and normal course of business of the Company and of the Subsidiaries as carried on prior to Completion or in the proper performance of contracts entered into by the Group prior to Completion.
Source 1
Act or Omission.ÌýThe Vendor shall procure that (save only as may be necessary to give effect to this Agreement or with the prior written consent of the Purchaser) neither it nor any Group Company shall do, allow or procure any act before Completion which would constitute a breach of any of the Warranties if they were given at or any time prior to Completion or which would make any of the Warranties untrue or inaccurate if they were so given.
Source 1
Act or Omission.ÌýThe Vendor shall procure that (save only as may be necessary to give effect to this Agreement or with the prior written consent or at the written request of the Purchaser) neither it nor any Target Group Company or any other entity involved in the Business as set in Schedule 3 shall do, allow or procure any act or omission before Completion which would be likely to constitute a breach of any of the Warranties in any material respect if they were given at or any time prior to Completion or which would make any of the Warranties untrue, inaccurate or misleading if they were so given.
Source 1

Related to Act or Omission

  • Delays or Omissions No delay or omission to exercise any right, power or remedy accruing to any party under this Agreement, upon any breach or default of any other party under this Agreement, shall impair any such right, power or remedy of such non-breaching or non-defaulting party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.

  • No Misstatement or Omission The Registration Statement, when it became or becomes effective, and the Prospectus, and any amendment or supplement thereto, on the date of such Prospectus or amendment or supplement, conformed and will conform in all material respects with the requirements of the Securities Act. At each Settlement Date, the Registration Statement and the Prospectus, as of such date, will conform in all material respects with the requirements of the Securities Act. The Registration Statement, when it became or becomes effective, did not, and will not, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus and any amendment and supplement thereto, on the date thereof and at each Applicable Time (defined below), did not or will not include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The documents incorporated by reference in the Prospectus or any Prospectus Supplement did not, and any further documents filed and incorporated by reference therein will not, when filed with the Commission, contain an untrue statement of a material fact or omit to state a material fact required to be stated in such document or necessary to make the statements in such document, in light of the circumstances under which they were made, not misleading. The foregoing shall not apply to statements in, or omissions from, any such document made in reliance upon, and in conformity with, information furnished to the Company by Agent specifically for use in the preparation thereof.

  • Acts or Omissions Vendor shall indemnify and hold harmless the State of Texas and Customers, AND/OR THEIR OFFICERS, AGENTS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES FROM ANY AND ALL LIABILITY, ACTIONS, CLAIMS, DEMANDS, OR SUITS, AND ALL RELATED COSTS, ATTORNEY FEES, AND EXPENSES arising out of, or resulting from any acts or omissions of the Vendor or its agents, employees, subcontractors, Order Fulfillers, or suppliers of subcontractors in the execution or performance of the Contract and any Purchase Orders issued under the Contract. THE DEFENSE SHALL BE COORDINATED BY VENDOR WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND VENDOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE ATTORNEY GENERAL. VENDOR AND THE CUSTOMER AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM.

  • No Material Misstatement or Omission The Underwriters shall not have discovered and disclosed to the Company on or prior to the Closing Date and any Option Closing Date that the Registration Statement or any amendment or supplement thereto contains an untrue statement of a fact which, in the opinion of Representative Counsel, is material or omits to state any fact which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein not misleading, or that the Registration Statement, the Pricing Disclosure Package, any Issuer Free Writing Prospectus or the Prospectus or any amendment or supplement thereto contains an untrue statement of fact which, in the opinion of Representative Counsel, is material or omits to state any fact which, in the opinion of Representative Counsel, is material and is necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading.

  • Material Misstatements or Omissions Neither this Agreement nor any other document, certificate or statement furnished to Purchaser by or on behalf of Seller in connection with this Agreement contains any untrue statement of a material fact, or omits any material fact necessary to make the statements contained herein or therein not misleading in light of the context in which they were made.