Remedies and Limitation of Liability. 11.1 Nortel shall have the right to suspend its performance by written notice to Buyer and forthwith remove and take possession of all Products that shall have been delivered to Buyer, if, prior to payment to Nortel of any amounts due pursuant to this Agreement with respect to such Products, Buyer shall (a) become insolvent or bankrupt or cease, be unable, or admit in writing its inability, to pay all debts as they mature, or make a general assignment for the benefit of, or enter into any arrangement with, creditors, (b) authorize, apply for, or consent to the appointment of, a receiver, trustee, or liquidator of all or a substantial part of its assets or have proceedings seeking such appointment commenced against it which are not terminated within ninety (90) days of such commencement, or (c) file a voluntary petition under any bankruptcy or insolvency law or under the reorganization or arrangement provisions of the United States Bankruptcy Code or any similar law of any jurisdiction or have proceedings under any such law instituted against it which are not terminated within ninety (90) days of such commencement.
Remedies and Limitation of Liability. In the event Buyer claims Seller has breached any of its obligations under the Contract, whether of warranty or otherwise, Seller may request the return of Goods and tender to Buyer the purchase price previously paid by Buyer, and in such event, Seller shall have no further obligation under the Contract except to refund such purchase price upon redelivery of the Goods. No Goods may be returned without Seller’s written request. If Seller requests the return of the Goods, the Goods will be redelivered to Seller at Buyer’s expense by lowest cost mode of transportation unless otherwise authorized in writing by Seller. Seller reserves the right to inspect any claimed defect, repair defective Goods or install replacement parts, and perform any adjustment incident to satisfactory operation of the Goods. In the event Buyer claims Seller has breached any of its obligations under the Contract, whether of warranty or otherwise, and Seller has not delivered any Goods to Buyer, Seller may tender to Buyer the purchase price previously paid by Buyer for those Goods, and, in such event, Seller shall have no further obligation under the Contract except to refund such purchase price previously paid by Buyer. The remedies contained in this and the preceding paragraph shall constitute the sole recourse of Buyer against Seller for breach of any of Seller’s obligations under the Contract, whether of warranty or otherwise. In no event shall Seller be liable for incidental, consequential or special damages, including without limitation, lost revenues, profits o recall expenses, nor shall Seller’s liability on any claim for damages arising out of or connected with the Contract or the manufacture, sale, delivery or use of the Goods exceed the purchase price of the Goods previously paid by Buyer to Seller. Any warranty rights which Seller may have relating to any Goods provided by other suppliers will, unless contractually prohibited, be assigned to Buyer upon request. Seller shall not be liable for failure to perform its obligations under the Contract resulting directly or indirectly from circumstances beyond Seller’s reasonable control. In the event Seller claims Buyer has breached any of its obligations under the Contract, Seller may recover damages resulting from the Default, including (i) the Contract price for completed Goods and Services and the cost of work-in- progress and raw materials and (ii) the cost of unreimbursed and unamortized research and development, capital equi...
Remedies and Limitation of Liability a) The Company stipulates that the remedies at law of the Holder in the event of any default or threatened default by the Company in the performance of or compliance with any of the terms of this Warrant are not and will not be adequate, and that such terms may be specifically enforced by a decree for the specific performance of any agreement contained herein or by an injunction against a violation of any of the terms hereof or otherwise.
Remedies and Limitation of Liability. 6.1 In the event that any Service performed by Provider hereunder is not performed in accordance with the provisions of Article 1, Recipient’s sole remedy shall be, at the election of Recipient either (i) to require Provider to re-perform such Service in accordance with Article 1 without obligation on the part of Recipient to make payment for such performance, (ii) to provide Recipient with a credit in an equivalent amount towards the future purchase of Services, as contemplated by this Services Agreement, or (iii) to require Provider to pay the cost of replacing such Services with a third-party provider, and Provider shall not be liable for any other loss or damage on account of the performance of any Service.
Remedies and Limitation of Liability. In the event of material error by Vanderbilt in providing Products, Vanderbilt’s sole and exclusive liability to Purchaser and Purchaser’s sole and exclusive remedy for claims hereunder shall be replacement of non-conforming Products or refund of the related fees. IN NO EVENT WILL VANDERBILT BE RESPONSIBLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER TORT OR THEORY. Export Control: Vanderbilt will not accept export-controlled materials or technical information under this Agreement. Purchaser warrants that materials and technical information provided to Vanderbilt are not subject to any restrictions under U.S. Export Control laws.
Remedies and Limitation of Liability a) Any claim alleging a breach of this warranty shall be submitted in writing within two (2) calendar months after such breach is, or reasonably should have been, discovered, and shall be accompanied by a sample of the product which allegedly breached the warranty, a copy of the invoice with the distributor or retailer stamp, the manufacturer serial number and one or more photographs and an accurate description of the defect detected. If a complaint is not made in time, Kährs warranty obligation lapses. The Manufacturer shall be entitled to investigate and confirm any claimed warranty breach, prior to agreeing any solution of the alleged claim.
Remedies and Limitation of Liability. Limitation of Liability and Indemnification: SELLER HAS NO LIABILITY FOR PROSPECTIVE PROFITS, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND. UNDER NO CIRCUMSTANCES SHALL SELLER’S LIABILITY RELATING TO THIS AGREEMENT, THE PRODUCTS OR SERVICES BE GREATER THAN THE PRICE PAID BY BUYER FOR THOSE PRODUCTS. BUYER ASSUMES ALL RISK AND LIABILITY FOR LOSS, DAMAGE OR INJURY TO PERSONS Terms and Conditions of Sale OR PROPERTY OF BUYER OR OTHERS ARISING OUT OF USE OR POSSESSION OF ANY PRODUCTS SOLD HEREUNDER. BUYER (AS "INDEMNIFYING PARTY") SHALL INDEMNIFY, HOLD HARMLESS, AND DEFEND SELLER AND ITS MANAGERS, OFFICERS, EMPLOYEES, AGENTS, AFFILIATES, SUCCESSORS, AND PERMITTED ASSIGNS (COLLECTIVELY, "INDEMNIFIED PARTY") AGAINST ANY AND ALL LOSSES, DAMAGES, LIABILITIES, DEFICIENCIES, CLAIMS, ACTIONS, JUDGMENTS, SETTLEMENTS, INTEREST, AWARDS, PENALTIES, FINES, COSTS, OR EXPENSES OF WHATEVER KIND, INCLUDING PROFESSIONAL FEES AND ATTORNEYS' FEES, THAT ARE INCURRED BY INDEMNIFIED PARTY (COLLECTIVELY, "LOSSES"), ARISING OUT OF ANY THIRD-PARTY CLAIM ALLEGING: (a) BREACH OR NON- FULFILLMENT OF ANY REPRESENTATION, WARRANTY, OR COVENANT UNDER THIS AGREEMENT BY INDEMNIFYING PARTY OR ITS PERSONNEL; (b) ANY NEGLIGENT OR MORE CULPABLE ACT OR OMISSION OF INDEMNIFYING PARTY OR ITS PERSONNEL (INCLUDING ANY RECKLESS OR WILLFUL MISCONDUCT) IN CONNECTION WITH THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT; (c) ANY BODILY INJURY, DEATH OF ANY PERSON, OR DAMAGE TO REAL OR TANGIBLE PERSONAL PROPERTY CAUSED BY THE NEGLIGENT OR MORE CULPABLE ACTS OR OMISSIONS OF INDEMNIFYING PARTY OR ITS PERSONNEL (INCLUDING ANY RECKLESS OR WILLFUL MISCONDUCT); OR (d) ANY FAILURE BY INDEMNIFYING PARTY TO COMPLY WITH ANY APPLICABLE FEDERAL, STATE, OR LOCAL LAWS, REGULATIONS, OR CODES IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT. Limited Warranty: EXCEPT AS EXPRESSLY STATED IN SELLER’S WRITTEN PRODUCT WARRANTY, SELLER MAKES NO WARRANTIES WHATSOEVER WITH RESPECT TO THE PRODUCTS OR SERVICES, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, WARRANTY OF TITLE OR WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE. SELLER SHALL NOT BE RESPONSIBLE FOR ANY DEFECT CAUSED BY ABUSE, MISUSE OR LACK OF MAINTENANCE FOR PRODUCTS AND SERVICES PROVIDED UNDER THIS AGREEMENT. The following items are specifically e...
Remedies and Limitation of Liability. 6.1 In the event that any Service performed by IR hereunder is not performed in accordance with the provisions of Article 1, Purchaser’s sole remedy shall be, at the election of Purchaser either (i) to require IR to re-perform such Service in accordance with Article 1 without obligation on the part of Purchaser to make payment for such performance or (ii) to provide Purchaser with a credit in an equivalent amount towards the future purchase of Services, as contemplated by this Services Agreement, and IR shall not be liable for any other loss or damage on account of the performance of any Service.
Remedies and Limitation of Liability. A. THE EXCLUSIVE REMEDIES AND THE ENTIRE LIABILITY OF THE PARTIES FOR ANY CLAIM, LOSS, DAMAGE, OR EXPENSE OF EITHER PARTY OR ANY OTHER ENTITY ARISING OUT OF THIS AGREEMENT, OR THE USE OR PERFORMANCE OF ANY SOFTWARE, APPLICATIONS OR SERVICES, WHETHER IN AN ACTION FOR OR ARISING OUT OF BREACH OF CONTRACT, TORT, INCLUDING NEGLIGENCE, INDEMNITY, OR STRICT LIABILITY SHALL BE AS FOLLOWS:
Remedies and Limitation of Liability. 9.1 In no event will either party be liable to the other, or to any third party, for any special, indirect, incidental, punitive, exemplary or consequential damages (including loss of use, data, business or profits), arising out of or in connection with the services, whether based on breach of contract, breach of warranty, tort (including negligence), or otherwise, regardless of whether such damage was foreseeable or whether the party had been advised of the possibility of such damage. alpha’s aggregate liability hereunder for all damages arising under or relating to the provision of services, notwithstanding the form (e.g., contract, tort, or otherwise) in which any action is brought, shall be limited to the total amount of regular monthly fees actually received by alpha from reseller for the applicable services in the monthly period preceding the month in which the incident causing the damages arose. the limitation on liability set forth above is cumulative; all payments made for all claims and damages shall be aggregated, to determine if the limit has been reached. the above limitations of liability reflect an allocation of risk between the parties in view of the favorable fees being charged by Alpha relative to the services described herein, and are material terms hereof.
