Exclusive Remedy for Breach Sample Clauses

Exclusive Remedy for Breach. The Parties agree that, notwithstanding any provisions to the contrary in the Agreement, the exclusive remedy for a breach of any obligation set forth in this SLA or any contractual provision of the Agreement pertaining to the obligations in this SLA, shall be a right of termination of under Section 9.2(ii) of the Agreement. w:\legal\commercial\blank documents\agreement forms\E Commerce\Form SLA2.26.01 · Nextel agrees to place a description of the Operator application on the Xxxxxx.xxx primary web site in a manner and position substantially similar to other Nextel partners in the same Nextel category as Operator. · Operator agrees to place a description of the Nextel services on the Operator Site in a manner and position substantially similar to other Operator partners in the same category as Nextel, provided that Nextel gives prior written approval to any description used by Operator. · Neither party shall issue press releases or make other public announcements regarding this Agreement without the other party’s prior written consent, which consent shall not be unreasonably withheld. Nextel shall have he right to reference the service described in this Agreement in promotional materials; provided such promotional materials have been approved in writing by Operator. · During the first month of the trial, Nextel will provide a description of the Operator Service and a link to the Operator Site within the ‘What’s New’ category on the Nextel Online Wireless Internet Service.
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Exclusive Remedy for Breach. In the event of any breach of this Agreement or the Related Agreements by MMT, LMC or the LLC, the non-breaching party or parties shall be entitled to seek relief with respect to such breach pursuant to the procedures provided in the Dispute Resolution Agreement.
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Exclusive Remedy for Breach. In the event of any breach of this Agreement or the Related Agreements by TEPS, Xxxxxxx or the Company, the non-breaching party or parties shall be entitled to seek relief with respect to such breach pursuant to the procedures provided in the Dispute Resolution Agreement. However, the non-breaching party or parties shall not be entitled to terminate this Agreement or any of the Related Agreements or to suspend or withhold the performance of any of its or their obligations under this Agreement and the Related Agreements as a result of such breach.
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Exclusive Remedy for Breach. In the event that either Party materially breaches any of its respective obligations set forth in Section 7.1, the Parties agree that the non-breaching Party's sole and exclusive remedy shall be to request in writing that the breaching Party take actions to cure such breach and, if the breaching Party is unable to cure such breach within thirty (30) days of such notice, to terminate the recycle program for Acceptable Used Photomasks. In the event of such termination, neither of the Parties will have any further obligations to the other under this Article 7, and the recycle program shall no longer be considered a factor under Section 4.3 in setting the Initial Price Adjustment or Annual Price Adjustment, as applicable. All other terms and conditions of this Agreement shall remain in full force and effect.
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Exclusive Remedy for Breach. Following the Closing, except for actions for statutory or common law fraud or intentional misrepresentation arising out of or relating to this Agreement, the indemnities provided for in this Article VI are the parties' sole and exclusive remedies for all inaccuracies of representations and warranties or breaches of covenants and agreements in this Agreement, and to the extent that any Indemnitee incurs or sustains any EMG Damages or Seller Damages in connection with or related to this Agreement or the transactions contemplated hereby for which it may assert any other right to indemnification, contribution or recovery, such Indemnitee hereby waives, releases and agrees not to assert such right.
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Exclusive Remedy for Breach. In the event that any of the representations and warranties of Omega contained in Subsection 1 or 2(a) above are false, and a third party brings suit against Telerate during the term of this Agreement asserting therein rights in the Telerate Version of SuperCharts Products or damages or other relief as a result of an alleged infringing use by Telerate of the Telerate Version of SuperCharts Products ("Indemnifiable Claims"), Omega will, subject to the provisions and limitations set forth below, assume at its expense the defense of such suit using counsel reasonably acceptable to Telerate, and indemnify Telerate against any money damages or costs awarded in such suit which are based upon the Indemnifiable Claims. Omega's obligations under this Subsection (b) shall be excused if Telerate fails to provide to Omega prompt notice of any Indemnifiable Claim asserted or threatened against Telerate, but only to the extent that the delay in giving notice is prejudicial to Omega or otherwise prejudices Omega's ability to answer, defend against or settle such Indemnifiable Claim. Omega shall have exclusive control of the defense of such lawsuit and all negotiations relating to its settlement, and Telerate shall assist Omega at Omega's request in all necessary respects in connection with the defense and/or settlement of the lawsuit. However, Omega's total liability to incur out-of-pocket costs in the defense of any such suit or suits and to pay damages or costs awarded in or resulting from any such suit or suits (whether by judgment, settlement, or otherwise) shall be limited to the amount theretofore paid to Omega by Telerate under this Agreement, and Telerate shall advance to Omega any amounts required to be expended by Omega in excess of such limit. Amounts so advanced shall be credited to future payments due from Telerate to Omega under this Agreement. The foregoing provisions of this Subsection (b) state the entire liability of Omega to Telerate in connection with any third-party lawsuit brought against Telerate for which indemnity pursuant to this Subsection (b) is available.
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Exclusive Remedy for Breach. Repair. Should Reliability breach the Uptime Warranty or the Subscriber Data Security Warranty, Subscriber’s sole remedy shall be for Reliability to repair the Services by restoring them to the standard of the applicable warranty.
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Related to Exclusive Remedy for Breach

  • Remedy for Breach In the event of any actual or threatened breach of any of the provisions of this Section 11 by the Architectural Designer, and in addition to any other remedies that may be available to the School District in law or equity, the School District shall be entitled to a restraining order, preliminary injunction, permanent injunction, or other appropriate relief to specifically enforce the terms of this Section 11. The parties agree that a breach of the terms of this Section 11 by the Architectural Designer would cause the School District injury not compensable in monetary damages alone, and that the remedies provided herein are appropriate and reasonable.

  • REMEDY FOR BREACH OF WARRANTY 3.1. Subject to the exclusions and limitations set out above, if the Product fails to comply with the Limited Warranty in clauses 1.2 or 1.3, BYD will repair or replace the non-conforming Product or parts thereof within the warranty term at no charge (or provide a partial refund) on the following conditions. 3.2. Whether to repair or replace the Product will be determined by BYD in its sole discretion. 3.3. The Product or any of its parts to be replaced will have the same performance and reliability as the original Product. If the Production of the relevant type of the Product or any of its parts has been discontinued, withdrawn from the market, or are otherwise unavailable, BYD may replace the Product or parts with a similar Product or part (which may include previously used parts that are equivalent to new in performance and reliability). 3.4. If BYD does not repair or replace the defective Product or parts, BYD will refund You an amount of money calculated as follows: a) If the Product fails to comply with the Limited Performance Warranty in clause 1.3, BYD may calculate the refund using one of the two refund formulas below: i) Refund = maximum claim amount* x (warranted Minimum Throughput Energy - output energy of the Product recorded in the control module of the Product)/ warranted Minimum Throughput Energy; or ii) Refund = maximum claim amount* x (warranted remaining Useable Energy - remaining Useable Energy)/ warranted Usable Energy; and b) If the Product cannot be operated, BYD will calculate the refund as follows: Refund = (maximum claim amount*/120) x (120 - number of months since Warranty Start Date). *The maximum claim amount is the market value of the Product (or an equivalent Product) determined by BYD if it were purchased new with no defects. 3.5. The remedies as set out above are the sole and exclusive obligations of BYD to You under this Limited Warranty, and BYD will have no other liability to You if the Product fails to comply with the Limited Warranty.

  • Exclusive Remedy The foregoing shall constitute the Parties' sole and exclusive remedies and obligations with respect to a third party claim of intellectual property infringement arising out of the conduct of business under this Agreement.

  • Remedies for Breach It is understood and agreed that all rights and remedies afforded below shall be in addition to all remedies or actions otherwise authorized or permitted by law: a. Cover/Substitute Performance In the event of Contractor's material breach that has not been cured within thirty (30) days following Contractor’s receipt of written notice of the material breach, the Commissioner may, with or without formally Bidding: (i) Purchase from other sources; or (ii) If the Commissioner is unsuccessful after making reasonable attempts, under the circumstances then-existing, to timely obtain acceptable service or acquire replacement Product of equal or comparable quality, the Commissioner may acquire acceptable replacement service or Product of lesser or greater quality. Such purchases may be deducted from the Contract quantity without penalty or liability to the State. The Commissioner agrees that Authorized Users shall accept allocated performance or deliveries during a period where Contractor is making good faith efforts to cure a material breach. b. Withhold Payment In any case where a reasonable question of material, uncured non-performance by Contractor arises, payment may be withheld in whole or in part at the discretion of the Commissioner. Should Contractor and the Commissioner fail to agree upon the question of “materiality” in an instance of non-performance, such failure to agree shall be a dispute under the Disputes clause. c. Bankruptcy In the event that the Contractor files, or there is filed against Contractor, a petition under the U.S. Bankruptcy Code during the term of this Centralized Contract, Authorized Users may, at their discretion, make application to exercise its right to set-off against monies due the Debtor or, under the Doctrine of Recoupment, be credited the amounts owed by the Contractor arising out of the same transactions.

  • Breach and Remedies for Breach The benefits associated with Sector membership will only accrue to the Members if each of them strictly complies with this Agreement. Each Member will make significant operational and financial commitments based on this Agreement, and any Member’s failure to fulfill any of its obligations under this Agreement could have significant adverse consequences for some or all other Members. Any failure by a Member to fulfill any of its obligations under this Agreement shall constitute a breach of this Agreement. Each Member shall be bound by the procedures set forth in this Section for determining whether a Member has breached this Agreement. The Sector shall be entitled to the remedies set forth in this Section if a Member is determined by the Sector to have breached this Agreement. Each Member shall take all actions and execute all documents the Manager deems necessary or convenient to give effect to the provisions of this Section.

  • Exclusive Remedies Subject to Section 9.12, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this ARTICLE VII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their affiliates and each of their respective representatives arising under or based upon any law, rule or regulation, except pursuant to the indemnification provisions set forth in this ARTICLE VII. Nothing in this Section 7.05 shall limit any person’s right to seek and obtain any equitable relief to which any person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any intentional fraud by any party hereto.

  • Liability for Breach of Agreement Upon the effectiveness of this Agreement, the Parties hereto shall perform their respective obligations under the Agreement. Any failure to perform the obligations stipulated in the Agreement, in part or in whole, shall be deemed as breach of contract and the breaching party shall compensate the non-breaching party for the loss incurred as a result of the breach.

  • Remedies for Contractor Breach Pertaining to contract-related issues, it is the responsibility of both CMHA and the contractor to communicate with each other in as clear and complete a manner as possible. If at any time during the term of this contract CMHA or the contractor is not satisfied with any issue, it is the responsibility of that party to deliver to the other party communication, in writing, fully detailing the issue and corrective action (please note that CMHA has the right to issue unilateral addendums to this contract, but the contractor does not have the same right). The other party shall, within 10 days, respond in writing to the other party (however, CMHA shall retain the right to, if conditions warrant, require the contractor to respond in a shorter period of time). Further, CMHA shall, at a minimum, employ the following steps in dealing with the contractor as to any performance issues: 20.16.1.1. If the contractor is in material breach of the contract, CMHA may promptly invoke the termination clause detailed within Section No. 3, form HUD-5370-C, General Conditions for Non-Construction Contracts, Section I—(With or without Maintenance Work), which is attached hereto, and terminate the contract for cause. Such termination must be delivered to the contractor in writing and shall fully detail all pertinent issues pertaining to the cause of and justification for the termination. 20.16.1.2. Prior to termination, CMHA may choose to warn 20.16.1.3. After termination, if the contractor does not agree with CMHA’s justification for the termination, the contractor shall have 10 days to dispute, in writing, such action; if he/she does not do so within the 10-day period, he/she shall have no recourse but to accept and agree with CMHA’s position on the issue. The written protest must detail all pertinent information pertaining to the dispute, including justification detailing CMHA’s alleged incorrect action(s). 20.16.1.4. The response to any protest received shall be conducted in accordance with Section No. 4.0 of this document. 20.16.1.5. It is CMHA’s policy to resolve all contractual issues informally and without litigation. Disputes will not be referred to HUD unless all administrative remedies have been exhausted. When appropriate, a mediator may be used to help resolve differences. 20.16.1.6. For contracts of $100,000 or less, the bidder/contractor may request to meet with the Procurement Officer. 20.16.1.7. All claims by a contractor relating to performance of a contract shall be submitted in writing to the Procurement Officer or designee for a written decision. The contractor may request a conference on the claim. The Procurement Officer’s decision shall inform the contractor of its appeal rights to the next higher level of authority in CMHA. Contractor claims shall be governed by the Changes clause in the form HUD-5370-C.

  • Remedies for Breaches of This Agreement Section 8.1 Survival of Representations and Warranties

  • Liability for Breach The Grantee hereby indemnifies the Corporation and holds it harmless from and against any and all damages or liabilities incurred by the Corporation (including liabilities for attorneys’ fees and disbursements) arising out of any breach by the Grantee of this Agreement, including, without limitation, any attempted Disposition in violation of Section 2.1 hereof.

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