Limitations and Remedies Sample Clauses

Limitations and Remedies. A. At the Elementary grade levels, class size shall not exceed Twenty-five (25) pupils to one (25:1) certificated/licensed staff member.
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Limitations and Remedies. (a) No amount shall be payable in indemnification under this Article X in respect of any claim based on the representations and warranties of Sellers or Purchaser, as the case may be, set forth herein (each a “Warranty Claim”), unless the aggregate amount of Damages in respect of which Sellers or Purchaser, respectively, would be liable under this Article X, in each case in respect of all Warranty Claims against Sellers or Purchaser, as the case may be, exceeds, in the aggregate, One Million and No/100 ($1,000,000) Dollars, and then only to the extent such Damages exceed such amount. In addition, (i) no claim for indemnification shall be asserted with respect to any single Warranty Claim for Damages in an amount less than Ten Thousand and No/100 ($10,000) Dollars (it being understood that all Damages arising from the same operative facts and circumstances shall be deemed a single aggregate claim and that no such claim shall be considered for the purpose of determining the amount set forth in the first sentence of this Section 10.5(a)); and (ii) no claim for indemnification under this Article X in respect of any Warranty Claim shall first be asserted after the expiration of the applicable survival period referred to in Section 10.1 hereof. Notwithstanding the foregoing, the limitations set forth in this Section 10.5(a) shall not apply to any claim based on the representations and warranties set forth in Sections 4.19 or 5.6 hereof or any claim based on breaches of representations and warranties of which a party had Knowledge or claims based on any intentional breach of any covenant or warranty.
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Limitations and Remedies. (a) Except as set forth in Section 7(a) above, and Sections 8(a)(1), 8(a)(2), 8(a)(3), and 10 below, Muse Technologies, Inc. shall not be held to any liability with respect to any claim by LICENSEE or any third party on account of or arising from the use of the Software. In no event shall Muse Technologies, Inc. be liable for indirect, incidental, special or consequential damages arising out of this Agreement or its existence, furnishing, functioning, or the LICENSEE's use of the Software (even if Muse Technologies, Inc. has been advised of the possibility of such damages).
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Limitations and Remedies. You will indemnify and defend MSB against any third-party claims (including without limitation any discovery requests, costs or other liabilities) arising out of or related to your breach of this Agreement, or any transaction, business practice or policy, by You beyond MSB's control. IN NO EVENT WILL MSB OR ITS INTEGRATORS BE LIABLE TO YOU FOR ANY DIRECT OR INDIRECT DAMAGES, INCLUDING ANY LOST PROFITS, LOST SAVINGS OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF YOUR USE OF THE SOFTWARE, EVEN IF MSB OR AN AUTHORIZED MSB INTEGRATOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Some states do not allow the exclusion or limitation or indirect, special or consequential damages, so the above limitation may not apply to You, in which case, MSB's liability to You will be limited to fees paid for the three (3) months prior to the claim.
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Limitations and Remedies. There is NO WARRANTY in cases of damage in transit, negligence, abuse, abnormal usage, misuse, accidents, normal wear and tear, damage due to environmental or natural elements, failure to follow ResinLab's instructions or improper installation, storage or maintenance. ResinLab makes NO WARRANTY regarding Product compliance with Buyer's or its representative's needs, specifications, instructions or requirements. Xxxxx must make claims for defects in writing within 10 days after discovery of such defects. Buyer's failure to make such claim within the warranty period and within 10 days after discovering a defect shall constitute Buyer's irrevocable acceptance of the Products and Buyer's acknowledgement that the Products fully comply with the terms and conditions of this Agreement. ResinLab may require Buyer to return to ResinLab all Products subject to the claim. ResinLab shall repair or replace, at its expense, any covered Products proved to ResinLab's reasonable satisfaction to be defective within the warranty period. Such warranty satisfaction shall be available only if: (i) ResinLab is notified in writing within 10 days after discovery of an alleged defect; (ii) the defect has not been caused by Buyer's misuse, neglect or alteration or by physical environment; and (iii) the manufacturer's shelf life of the Product (as indicated on the Product packaging) has not expired when the alleged defect is discovered. RESINLAB'S SOLE OBLIGATION AND BUYER'S EXCLUSIVE REMEDY HEREUNDER SHALL BE LIMITED TO REPAIR OR REPLACEMENT OF DEFECTIVE PRODUCTS DETERMINED BY RESINLAB IN ITS REASONABLE DISCRETION TO BE COVERED BY THIS LIMITED WARRANTY. Notice of any warranty claim or request for warranty service should be sent to ResinLab at the following address: ResinLab Corporation, W129 N10825 Xxxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxxxx 00000, Attention: Customer Service. Any assistance ResinLab provides to or procures for Buyer outside the terms, limitations or exclusions of this warranty will not constitute a waiver of the terms, limitations or exclusions of this limited warranty, nor will such assistance extend or revive the warranty. ResinLab will not reimburse Buyer for any expenses incurred by Buyer in repairing, correcting or replacing any defective Products, except for those incurred with ResinLab's prior written permission. This warranty gives Buyer specific legal rights, and Buyer may also have other rights which vary from state to state.
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Limitations and Remedies. 12.1 In no event will either party be liable for any lost profits, lost savings, incidental damages or other economic consequential damages, even if advised of the possibility of such damages. In addition, neither party will be liable for any damages claimed by the other party based on any third party claim, except as provided in section 11.0 above, other than claims for infringement of patents, copyrights or other intellectual property rights.
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Limitations and Remedies. The parties’ and their Affiliates, rights and obligations to recover Damages under Section 10.02 or 10.03, as the case may be, shall be subject to the following:
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Limitations and Remedies. In the event of a finally adjudicated claim by any third party that the Software infringes any U.S. patent, trademark or copyright, Kestrel shall, in its sole discretion and at its sole expense, either (i) procure for Licensee the right from such third party to permit Licensee to continue using the software; (ii) replace or modify the Software such that it is non- infringing; or (iii) if the options described in (i) and (ii) are not feasible, terminate this Agreement and refund to Licensee all amounts paid by Licensee to Kestrel for the Software, depreciated at the rate of thirty-three and thirty-three hundredths percent (33.33%) of the total amount per month from the date of last invoice. Attachment: SoftwareLicenseAgreement-Kestrel;AADRS Pilot;2018;final;clean (1840 : Software License Agreement for an Advanced Alert Distributed SCHEDULE “A” This schedule is attached to and becomes, upon execution of the Reference Agreement, a part of the Kestrel Software License Agreement between such Parties, dated per the terms of the Reference Agreement and sets forth the specific terms and conditions relating to the Licensed Software listed below. Licensed Software FIST solution suite comprising: Gather Application and access to Kestrel Operated FusionPortal portal accounts – for base version 1030 plus appropriate revisions and versions. This is not a source code license. Viewing of source code other than as incidentally required for backups and reloads is prohibited. Backups, reloads and other related maintenance activities will be by schedule and approved in writing by Kestrel.
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Limitations and Remedies 
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Related to Limitations and Remedies

  • Waivers and Remedies The waiver by any of the parties hereto of any other party's prompt and complete performance, or breach or violation, of any provision of this Agreement shall not operate nor be construed as a waiver of any subsequent breach or violation, and the waiver by any of the parties hereto to exercise any right or remedy which it may possess hereunder shall not operate nor be construed as a bar to the exercise of such right or remedy by such party upon the occurrence of any subsequent breach or violation.

  • Termination and Remedies Provided no TO is outstanding and remains to be performed by either party, this Agreement may be terminated by either party upon 30 days prior written notice to the other party. Any TO may be terminated under the following circumstances: by both Parties on mutual written agreement of the Parties; by either Party for its convenience with written notice and after the Termination Notice Period specified in the Additional Terms has expired; by Mercy Corps immediately upon written notice in the event Mercy Corps’ donor(s) terminates or withdraws funding that Mercy Corps would use to pay Contractor under the Additional Terms; by either Party due to the non-terminating Party’s breach of this Agreement and failure to correct such breach within 15 days prior notice of such breach; be either Party upon written notice if a force majeure event, including any not reasonably foreseeable war, insurrection, change in law or government action or inaction, strike, natural disaster or similar event, prevents the terminating Party from being able to fulfill its obligations under this Agreement; or by Mercy Corps immediately upon written notice if Mercy Corps using its sole discretion determines that Contractor has or will breach any of its warranties, covenants or representations in this Agreement, in which case Mercy Corps may withhold any and all amounts owed to Contractor until such breach is remedied. In the event of termination due to Contractor’s breach or by Contractor for Contractor’s convenience, Mercy Corps will not be obligated to pay Contractor for any partially completed work. In the event termination is due to Mercy Corps’ breach, by Mercy Corps for Mercy Corps convenience, due to force majeure event, or due to loss of funding, Mercy Corps will be obligated to pay Contractor for its reasonable, pro-rated costs of work completed and expenses properly incurred prior to termination. However, Mercy Corps will not be responsible for any expenses incurred in anticipation of termination or suspension. If Mercy Corps determines that Contractor has or will breach any of its warranties, covenants or representations in this Agreement, Mercy Corps may, in addition to any other remedies for such breach available at law or in equity, terminate this Agreement.

  • Waiver and Remedies The parties may (a) extend the time for performance of any of the obligations or other acts of any other party to this Agreement, (b) waive any inaccuracies in the representations and warranties of any other party to this Agreement contained in this Agreement or in any certificate, instrument or document delivered pursuant to this Agreement or (c) waive compliance with any of the covenants, agreements or conditions for the benefit of such party contained in this Agreement. Any such extension or waiver by any party to this Agreement will be valid only if set forth in a written document signed on behalf of the party or parties against whom the waiver or extension is to be effective. No extension or waiver will apply to any time for performance, inaccuracy in any representation or warranty, or noncompliance with any covenant, agreement or condition, as the case may be, other than that which is specified in the written extension or waiver. No failure or delay by any party in exercising any right or remedy under this Agreement or any of the documents delivered pursuant to this Agreement, and no course of dealing between the parties, operates as a waiver of such right or remedy, and no single or partial exercise of any such right or remedy precludes any other or further exercise of such right or remedy or the exercise of any other right or remedy. Any enumeration of a party’s rights and remedies in this Agreement is not intended to be exclusive, and a party’s rights and remedies are intended to be cumulative to the extent permitted by law and include any rights and remedies authorized in law or in equity.

  • Acceleration and Remedies Upon the acceleration of the obligations under the Credit Agreement pursuant to Section 8.1 thereof, the Obligations and, to the extent provided for under the Rate Management Transactions evidencing the same, the Rate Management Obligations, shall immediately become due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived, and the Agent may, with the concurrence or at the direction of the Required Secured Parties, exercise any or all of the following rights and remedies:

  • Limitation on Remedies In addition to any other limitation on remedies or limitations of liability set forth in our Terms of Service or in applicable law or regulations, the Company shall not be liable for any delay or failure to provide Service at any time or from time to time, or any interruption or degradation of Service quality that is caused by any of the following: (a) an act or omission of an underlying carrier, service provider, vendor or other third party; (b) equipment, network or facility failure, including failure caused by the loss of power; (c) equipment, network or facility upgrade or modification; (d) force majeure events such as (but not limited to) acts of God, acts of nature, strikes, fire, war, riot, acts of terrorism and government actions; (e) equipment or facility shortage; (f) equipment or facility relocation; (g) any act or omission by you or any person using your Service; (h) theft, fraud or abuse of Service; or (i) any other cause that is beyond the Company’s reasonable control. THE EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY FOR ANY CLAIM UNDER THIS AGREEMENT, INCLUDING FOR ANY EXPRESS OR IMPLIED WARRANTIES, IS LIMITED TO THE AMOUNT YOU PAID US FOR THE AFFECTED SERVICE OR FACILITIES, WHETHER SUCH CLAIM OR REMEDY IS SOUGHT IN CONTRACT OR TORT, INCLUDING NEGLIGENCE, STRICT LIABILITY OR OTHERWISE. TO THE EXTENT PERMITTED BY LAW, WE SHALL NOT BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL OR TREBLED OR ENHANCED DAMAGES, INCLUDING, BUT NOT LIMITED TO LOST PROFITS, LOST BUSINESS, OR OTHER COMMERCIAL OR ECONOMIC LOSS, WHETHER SUCH DAMAGES ARE CLAIMED FOR BREACH OF CONTRACT, NEGLIGENCE OR OTHERWISE AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

  • Defaults and Remedies Section 6.01.

  • Rights and Remedies When an Event of Default occurs and continues Bank may, without notice or demand, do any or all of the following:

  • Other Rights and Remedies Lender shall have all the rights and remedies of a secured creditor under the provisions of the Uniform Commercial Code, as may be amended from time to time. In addition, Lender shall have and may exercise any or all other rights and remedies it may have available at law, in equity, or otherwise.

  • Waivers, Rights and Remedies Except as expressly provided in this Agreement, no failure or delay by any party in exercising any right or remedy relating to this Agreement or any of the Transaction Documents shall affect or operate as a waiver or variation of that right or remedy or preclude its exercise at any subsequent time. No single or partial exercise of any such right or remedy shall preclude any further exercise of it or the exercise of any other remedy.

  • Banks Rights and Remedies 8.1 Upon the occurrence of an Event of Default by Borrower under this Agreement, Bank may, at its election, without notice of its election and without demand, do any one or more of the following, all of which are authorized by Borrower:

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