Equipment Warranty Remedy Sample Clauses

Equipment Warranty Remedy. If Owners discover that any Equipment is non-conforming or fails during the Equipment Warranty Period as provided in Section 14.3(a), Owners shall, within the Equipment Warranty Period, promptly notify Contractor of such non-conformance or failure along with evidence which reasonably demonstrates Contractor’s responsibility therefor. Upon receipt of such notice, Contractor shall: (i) repair, replace, redesign, modify or adjust Equipment, structures or components as required to cure such non-conformance or failure; [***]; and (iv) perform such tests as are reasonably necessary to demonstrate the cure of such nonconformance, failure, loss or damage. [***] may be disputed and/or appealed by Contractor at law or in equity, and Owners shall reasonably cooperate with Contractor in connection with any such dispute or appeal. The foregoing provisions are for the sole benefit of Owners, and the Parties do not intend such provisions to be for the benefit of any Third Party, including without limitation any insurer. For the above losses or damages which are covered under Owners’ insurance coverages, (a) the amount equal to the difference between Contractor’s Deductible Portion and the applicable insurance deductible plus (b) the cost necessary to repair or replace such losses or damages that are in excess of such insurance coverages or not otherwise reimbursed by such coverages (unless due to the Insurance Exclusions), shall constitute a Change and entitle Contractor to seek a Change Order pursuant to Article 9. Contractor will use reasonable efforts to perform the Warranty Work at a time responsive to and consistent with the Owners’ requirements for the safe, reliable and efficient operation of the Facility. The decision to repair, replace, redesign, modify or adjust will be made by Contractor with input from Owners. Contractor shall be responsible for the costs of [***], repair, replacement, testing and other activities required to achieve the [***], repair, replacement and testing of the non-conforming Equipment, structures or components; provided, however that Owners shall provide reasonable working access to the Equipment and reasonably available plant personnel and facilities as specified in Section 14.1(e). Should investigation by Contractor reveal that a defect or failure is not covered by the Equipment Warranty, Owners shall reimburse Contractor for the repair work undertaken by Contractor on a Time and Materials Basis.
Sample 1
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Equipment Warranty Remedy. If Owners discover that any Equipment is non-conforming or fails during the Equipment Warranty Period as provided in Section 14.3(a), Owners shall, within the Equipment Warranty Period, promptly notify Contractor of such non-conformance or failure along with evidence which reasonably demonstrates Contractor’s responsibility therefor. Upon receipt of such notice, Contractor shall: (i) repair, replace, redesign, modify or adjust Equipment, structures or components as required to cure such non-conformance or failure; [***]; and (iv) perform such tests as are reasonably necessary to demonstrate the cure of such nonconformance, failure, loss or damage. [***]. For the above losses or damages which are covered under Owners’ insurance coverages, (a) the amount equal to the difference between Contractor’s Deductible Portion and the applicable insurance deductible plus (b) the cost necessary to repair or replace such losses or damages that are in excess of such insurance coverages or not otherwise reimbursed by such coverages (unless due to the Insurance Exclusions), shall constitute a Change and entitle Contractor to seek a Change Order pursuant to Article 9. Contractor will use reasonable efforts to perform the Warranty Work at a time responsive to and consistent with the Owners’ requirements for the safe, reliable and efficient operation of the Facility. The decision to repair, replace, redesign, modify or adjust will be made by Contractor with input from Owners. [***] Should investigation by Contractor reveal that a defect or failure is not covered by the Equipment Warranty, Owners shall reimburse Contractor for the repair work undertaken by Contractor on a [***].
Sample 1

Related to Equipment Warranty Remedy

  • Lessor’s Remedies Upon the occurrence and during the continuance of any LESSEE Default specified in Section 17.1, LESSOR may, at its option, terminate this Lease, in which case:

  • Custodian's Remedies Upon (a) a Fund's failure to pay any Overdraft Obligation of an applicable Portfolio within thirty (30) days after receipt by such Fund of a Written Notice demanding security therefore, and (b) one (1) Business Day's prior Written Notice to such Fund, the Custodian may elect to enforce its security interest in the Collateral securing such Overdraft Obligation, by taking title to (at the then prevailing fair market value), or selling in a commercially reasonable manner, so much of the Collateral as shall be required to pay such Overdraft Obligation in full. Notwithstanding the provisions of any applicable law, including, without limitation, the Uniform Commercial Code, the remedy set forth in the preceding sentence shall be the only right or remedy to which the Custodian is entitled with respect to the pledge and security interest granted pursuant to any Pledge Certificate or Section 3. Without limiting the foregoing, the Custodian hereby waives and relinquishes all contractual and common law rights of set off to which it may now or hereafter be or become entitled with respect to any obligations of any Fund to the Custodian arising under this Appendix "C" to the Agreement.

  • Provisional Remedies Although the procedures specified in this Article are the exclusive procedures for resolution of disputes arising out of or relating to this Agreement, either party may seek a preliminary injunction or other provisional equitable relief if, in its reasonable judgment, that action is necessary to avoid irreparable harm to itself or to preserve its rights under this Agreement.

  • Seller’s Remedies If Purchaser fails to perform its obligations pursuant to this Contract at or prior to Closing for any reason except failure by Seller to perform hereunder, or if prior to Closing any one or more of Purchaser's representations or warranties are breached in any material respect, and this failure or breach is not cured within three (3) Business Days after written notice from Seller to Purchaser (other than failure to close for any reason unrelated to a default by Seller, for which there shall be no notice or cure period), then Seller, as its SOLE and EXCLUSIVE remedy (except as provided in Sections 6(c) and 9), may (i) terminate this Contract and receive the Xxxxxxx Money as liquidated damages and not as penalty, in full satisfaction of claims against Purchaser hereunder, or (ii) waive Purchaser’s failure or breach and proceed to Closing. Seller and Purchaser agree that Seller's damages resulting from Purchaser's default are difficult, if not impossible, to determine, and the Xxxxxxx Money is a fair estimate of those damages and has been agreed to in an effort to cause the amount of damages to be certain. Notwithstanding anything in this Section 11(a) to the contrary, in the event of Purchaser's default or termination of this Contract, Seller shall have all remedies available at law or in equity if Purchaser or any party related to or affiliated with Purchaser is asserting any claims or right to the Property that would otherwise delay or prevent Seller from having clear, indefeasible and marketable title to the Property other than as a result of Purchaser’s exercise of its remedies under subsection (b) hereof. If Closing is consummated, then Seller shall have all remedies available at law or in equity if Purchaser fails to perform any post-closing obligation of Purchaser under this Contract.

  • Buyer’s Remedies If the Closing has not occurred due to a breach by Seller in any material respect any of its obligations or representations or warranties contained in this Agreement, or if Seller fails to consummate this Agreement for any reason other than Buyer's default or the permitted termination of this Agreement by Seller or Buyer as herein expressly provided, Buyer shall be entitled, as its sole remedy, either (a) to terminate this Agreement and receive the return of the entire Deposit (including both the First Deposit and Second Deposit, and whether or not the Inspection Period was extended), which return shall operate to terminate this Agreement and release Seller from any and all liability hereunder, or (b) to enforce specific performance of Seller's obligation to execute the documents required to convey the Property to Buyer, it being understood and agreed that the remedy of specific performance shall not be available to enforce any other obligation of Seller hereunder. Buyer shall be deemed to have elected to terminate this Agreement (as provided in subsection (a) above) if Buyer fails to file a cause of action for specific performance against Seller on or before ninety (90) days after written notice of termination from Seller or ninety (90) days after the originally scheduled Closing Date, whichever shall occur first. If specific performance is not available due to the fact that Seller has conveyed the Property to a third party, then upon termination of this Agreement by Buyer, in addition to receiving the immediate return of the Deposit, anything in the Agreement contained to the contrary notwithstanding, Buyer shall also receive from Seller, upon demand, Buyer’s actual, documented out-of-pocket costs and expenses associated with conducting its due diligence related to the Property; provided, however, Seller’s maximum reimbursement liability with respect to the foregoing shall not exceed $300,000.00. The rights and remedies of this Article VI shall survive Closing or any termination of this Agreement. THE FOREGOING REMEDIES ARE IN ADDITION TO AND ARE NOT INTENDED TO LIMIT SELLER'S OR BUYER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOF.

  • Remedies for Title Defects Subject to Seller’s continuing right to dispute the existence of a Title Defect and/or the Title Defect Amount asserted with respect thereto and subject to the rights of the parties pursuant to Section 14.1(f), in the event that any Title Defect timely asserted by Buyer in accordance with Section 11.2(a) is not waived in writing by Buyer or cured on or before Closing, Seller shall, at its sole option, elect to:

  • Additional Remedies The rights, powers and remedies given to Bank hereunder shall be cumulative and not alternative and shall be in addition to all rights, powers and remedies given to Bank by law against Borrower or any other person, including but not limited to Bank's rights of setoff or banker's lien.

  • Purchaser’s Remedies If Seller defaults on its obligations hereunder, or Portfolio Seller defaults in its obligations under the Portfolio Purchase and Sale Agreement at or prior to Closing for any reason, or if prior to Closing any one or more of Seller’s, or, with respect to the Portfolio Purchase and Sale Agreement, Portfolio Sellers’, representations or warranties or covenants are breached in any material respect (subject to the provisions of Section 4.4 hereof and of the Portfolio Purchase and Sale Agreement and the first Sentence of Section 9.3 hereof and of the Portfolio Purchase and Sale Agreement), and such default or breach is not cured by the earlier of the third (3rd) Business Day after written notice thereof from Purchaser or the Closing Date (except no notice or cure period shall apply if Seller fails to consummate the sale of the Membership Interests hereunder or Portfolio Seller fails to consummate the sale of the Portfolio Property under the Portfolio Purchase and Sale Agreement), Purchaser shall elect, as its sole remedy hereunder, either to (a) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing and recover the Xxxxxxx Money, in which event Seller shall be liable to Purchaser for its out of pocket expenses incurred in connection with the transaction contemplated hereby, but not to exceed $300,000.00, (b) enforce specific performance to consummate the sale of the Membership Interests hereunder, or (c) waive said failure or breach and proceed to Closing without any reduction in the Purchase Price. Notwithstanding anything herein to the contrary, Purchaser shall be deemed to have elected to terminate this Agreement in its entirety if Purchaser fails to deliver to Seller written notice of its intent to proceed otherwise on or before ten (10) Business Days following the scheduled Closing Date or, having given notice that it intends to seek specific performance, fails to file a lawsuit asserting such claim or cause of action in New York County, New York within two months following the scheduled Closing Date. EXCEPT FOR iSTAR’S POTENTIAL LIABILITY PURSUANT TO THE MEZZANINE LOAN AND SECTION 9.4, IN NO EVENT SHALL SELLER’S DIRECT OR INDIRECT PARTNERS, SHAREHOLDERS, MEMBERS, MANAGERS, OWNERS OR AFFILIATES, ANY OFFICER, MANAGER, DIRECTOR, EMPLOYEE OR AGENT OF THE FOREGOING, OR ANY AFFILIATE OR CONTROLLING PERSON THEREOF HAVE ANY LIABILITY FOR ANY CLAIM, CAUSE OF ACTION OR OTHER LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE MEMBERSHIP INTERESTS, THE REAL PROPERTY OR THE IMPROVEMENTS, WHETHER BASED ON CONTRACT, COMMON LAW, STATUTE, EQUITY OR OTHERWISE.

  • Company Remedies The Executive acknowledges and agrees that any breach of this Section 9 will result in immediate and irreparable harm to the Company, and that the Company cannot be reasonably or adequately compensated by damages in an action at law. In the event of a breach by the Executive of the provisions of this Section 9, the Company shall be entitled, to the extent permitted by law, immediately to cease to pay or provide the Executive or the Executive’s dependents any compensation or benefit being, or to be, paid or provided to the Executive pursuant to Section 3, Section 6 or Section 8 of this Agreement, and also to obtain immediate injunctive relief restraining the Executive from conduct in breach of the covenants contained in this Section 9. Nothing herein shall be construed as prohibiting the Company from pursuing any other remedies available to it for such breach, including the recovery of damages from the Executive.

  • UCC Remedies (a) Upon the occurrence of and during the continuance of an Event of Default under this Agreement or the other Financing Documents, Agent, in addition to all other rights, options, and remedies granted to Agent under this Agreement or at law or in equity, may exercise, either directly or through one or more assignees or designees, all rights and remedies granted to it under all Financing Documents and under the UCC in effect in the applicable jurisdiction(s) and under any other applicable law; including, without limitation:

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