Buyer's Remedy. 1. If the Buyer has fulfilled all of its obligations under this Agreement and the Seller materially breaches any of its obligations hereunder, then Buyer shall, as its sole remedy therefore, be entitled to receive the unpaid Purchase Price as liquidated damages in lieu of, and as full compensation for, all other rights or claims of the Buyer against the Seller by reason of such default.
2. Seller will indemnify, defend and hold harmless Buyer and its affiliates, directors, officers, employees, agents, representatives, successors and assigns from any and all liabilities, losses, expenses (including, without limitation, reasonable attorneys' fees), costs and damages of any kind arising out of or relating to any liability otherwise associated with the Products incurred prior to the Effective Date of this Agreement; provided that in no event shall Seller be liable under or in connection with this Agreement for any loss or profit or any other commercial damage, including without limitation incidental, consequential, special, exemplary, punitive or other direct or indirect damages of any nature under this the preceding sentence.
Buyer's Remedy. Except as may be otherwise expressly provided in this Agreement or in the Closing Documents, Buyer acknowledges that Seller has made no representations or warranties whatsoever regarding the accuracy or completeness of the reports referenced in this Section 2. Except as may be otherwise expressly provided in this Agreement or in the Closing Documents, Buyer agrees that Buyer has no legal or equitable remedy or recourse against Seller and the Protected Group, with respect to any inaccuracies or errors contained in any such report or arising out of any Property defect, or other adverse condition of the Property, whether known or unknown to or concealed or unconcealed by them or any of them.
Buyer's Remedy. Buyer acknowledges that Seller has made no representations or warranties whatsoever regarding the accuracy or completeness of the reports referenced in this Section 2. Buyer agrees that Buyer has no legal or equitable remedy or recourse against Seller and the Protected Group, with respect to any inaccuracies or errors contained in any such report or arising out of any Property defect, or other adverse condition of the Property, whether known or unknown to or concealed or unconcealed by them or any of them.
Buyer's Remedy. If any products prove defective or non-conforming under normal use and within the above-prescribed warranty periods and material categories, Buyer must promptly notify ATA Group Inc. in writing at 0000 X Xxxxxx Xxxxxxx, Xxxxxx Xxxx, Xxxx, Xxxxxxxx 00000. ATA Group Inc. may elect to inspect the alleged defect at Buyer’s site or at ATA Group Inc.’s facility. Buyer shall not return products to ATA Group Inc. unless authorized by ATA Group Inc. to do so. Authorized returns must be properly packaged and shipped prepaid and insured, at Xxxxx’s expense. Upon verification of warranty coverage, ATA Group Inc. may elect, in its sole discretion, to repair defective or non- conforming products, or replace them by delivering products or parts free of charge to the site. ATA Group Inc.’s limited warranties do not cover the cost of labor to remove defective or nonconforming parts or to install repaired or replacement parts. By use of these limited warranties, Xxxxx accepts their terms and limitations, and waives any rights it would otherwise have to claim or assert that such warranties fail of their essential purpose. Xxxxx agrees that venue for any court action to enforce these limited warranties shall be in the State of Delaware.
Buyer's Remedy. If Seller shall fail to remove the remaining Retained Property on or before the Retained Property Removal Date, Buyer may give Seller notice thereof within ten days after the Retained Property Removal Date, and Buyer shall be entitled, but shall not be obligated, to remove and dispose of such Retained Property, at the sole cost and expense of Seller and Seller shall reimburse Buyer, promptly upon demand, for all costs reasonably incurred by Buyer in connection with the removal and disposal of the Retained Property. Seller shall not have any obligation with respect to any Retained Property not removed by the Retained Property Removal Date and not identified in a notice given by Buyer to Seller within ten days after the Retained Property Removal Date.
Buyer's Remedy. Sellers’ liability relating to the Transaction shall be exclusively governed by this Agreement. Buyer’s sole and exclusive remedy for a breach of this Agreement by a Seller is to claim compensation in accordance with Section 10. This remedy shall be exclusive and it is specifically agreed that no other remedy under the Finnish Sale of Goods Act (Fi. Kauppalaki 355/1987)), pursuant to legal principles or theory or on any other grounds, including (but not limited to) the right to claim damages, withhold payments, to terminate or rescind this Agreement, shall be available to Buyer, provided, however, that the right to seek specific performance and injunction shall not be excluded in the event of a breach by a Seller.
Buyer's Remedy. In the event the Sellers are in default of any of the provisions of this Agreement as of the Closing Date or thereafter, the Buyer, shall be entitled to offset any damages caused thereby first against the amount of the payment of the First Goodwill Payments, and then if such amount is in excess of the amount of such First Goodwill Payment, then against the amount of the Second Goodwill Payment, and then if such amount is in excess of the amount of the First and Second Goodwill, then against the amount of the Purchase Price, and if such amount is in excess of the Purchase Price, then Buyer shall have a claim against the Sellers.
Buyer's Remedy. If, at the Closing, any condition to the obligation of Buyer to close hereunder set forth in Section 7.2 has not been substantially satisfied, Buyer shall have the right to (i) terminate this Agreement by written notice to Seller, promptly after which Seller shall return the Deposit to Buyer, or (ii) Buyer may waive the condition and proceed to close the transaction.
Buyer's Remedy. Buyer’s sole and exclusive remedy for nonconforming or defective goods shall be replacement or repair of such goods by Renaissance at the original point of shipment. If installation by Renaissance, Xxxxx’s sole and exclusive remedy shall be repair of any defective performance. In all instances, Renaissance will be given the reasonable opportunity, following written notice from Buyer, to issue and implement a plan to correct any deficient performance. Renaissance must correct performance within a reasonable time, subject to existing material, production and installation lead times of Renaissance. Buyer shall take no corrective action itself or by others while Renaissance is in compliance with this paragraph. Renaissance shall not be liable for the cost of any labor or materials expended by others prior to reasonable efforts by Renaissance to correct performance. In no event shall Renaissance be liable for any special, direct, indirect, incidental or consequential damages to anyone by reason of the fact that such goods that are delayed, defective or nonconforming. RENAISSANCE SHALL NOT BE LIABLE FOR ANY OTHER COSTS, EXPENSES, CLAIMS, OR DAMAGES OF ANY KIND HOWSOEVER CAUSED, WHETHER FORESEEABLE OR NOT, INCLUDING (WITHOUT LIMITATION) ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, HOARDING, OR SPECIAL DAMAGES. RENAISSANCE CANNOT BE LIABLE FOR LIQUIDATED OR DELAY DAMAGES UNDER ANY CIRCUMSTANCES. The Buyer, by acceptance of the Quote, expressly waives any right to all such costs, expenses, claims, and damages. Liability of Renaissance is limited to the repair or replacement of the defective part and/ or installation, but never more than the original contract price. If known nonconforming goods are shipped at the direction of Buyer, Xxxxx assumes all responsibility and cost to install or retrofit goods with conforming parts to be supplied at a later date by Renaissance. Renaissance product. Renaissance will not maintain hardware or supply warranty on hardware provided by Buyer. If hardware is not compatible with Renaissance product, Buyer is responsible for all replacement costs. Buyer assumes all risk of project delay associated with any such custom supplied/specified components.
Buyer's Remedy. Subject to the provisions contained in Sections 11(a) and 11(c) herein, Buyer’s sole and exclusive remedies and Seller’s only obligations for breach of the warranty set forth in Section 10(a) shall be either (i) repair of the nonconforming Products; or (ii) the replacement of nonconforming Products, such remedy to be determined in Seller’s sole discretion. For Buyer to receive warranty service, Buyer must give Seller written notice of the nonconformity within 60 days and Seller must determine that the nonconformity did not arise due to accident, misuse, abuse, neglect, improper handling, or other conditions beyond Seller’s commercial control or fault. In addition, Xxxxx must receive shipping instructions from Seller prior to returning the nonconforming Products to Seller’s facilities. If this remedy of replacement is adjudged to have failed of its essential purpose, Seller’s total liability will be to refund the portion of the purchase price paid to Seller by Buyer for the nonconforming Products.
