EXCLUSIVE REMEDY; LIMITATION OF LIABILITY. 8.1 If a Product does not meet the limited warranty described in Section 7.1, Buyer’s sole and exclusive remedy will be, at Timken’s choice, repair or replacement of the nonconforming Product (EXW the designated Timken facility) or a credit of a fair amount not to exceed the price paid for the nonconforming Product. If an item of Services does not meet the limited warranty described in Section 7.1, Buyer’s sole and exclusive remedy will be, at Timken’s choice, for Timken to re-perform the nonconforming portions of the Services or issue a credit of a fair amount not to exceed the price paid with respect to the nonconforming portions of the Services. To be entitled to the exclusive remedy, Buyer must (a) submit the warranty claim to Timken within one year following the Shipment Date for Products or Completion Date for Services, as applicable (but no later than six weeks following the first discovery of a possible nonconformity), (b) return to Timken 100% or, if agreed by Timken, a lesser but still statistically relevant percentage of the Products or Service Items claimed to be defective, and (c) provide reasonable evidence in support of the warranty claim, including, if requested by Timken, results of diagnostic tests, evaluations and investigations performed by Buyer or Buyer’s customer. The warranty claims limitation period for repaired or replaced Products and re-performed Services will expire at the same time as the original warranty claims limitation period.
8.2 The remedy described in Section 8.1 is Buyer’s sole and exclusive remedy for a breach of the limited warranty and for any other claim relating to the Products and Services, regardless of the basis of Buyer’s claim, whether it is in contract, tort, express or implied warranty, negligence, strict liability or otherwise, and regardless whether any damages were caused by Timken’s negligence or by any defect in the Products or Services. Without limiting the generality of the preceding sentence, Timken will not be liable for, and Buyer shall not assert, any of the following, whether or not due to Timken’s negligence or due to a defect in the Products or Services, and regardless whether the basis is product warranty, delayed or incomplete delivery, negligence or any other cause:
(a) consequential, incidental, indirect, special and punitive damages;
(b) the cost of removing and reinstalling Products or Service Items, sending Products or Service Items to Timken for warranty inspection, and any other work...
EXCLUSIVE REMEDY; LIMITATION OF LIABILITY. Notwithstanding any other provision herein, Seller’s sole and exclusive liability to Buyer for any breach of this Agreement, or breach of any warranty, express or implied, found to have been made in connection with this Agreement, shall be to repair or replace, at its option, any defective hardware, software, or parts sold hereunder, in accordance with the applicable manufacturer’s warranty pursuant to Section 5 above. Seller shall have no liability for any other damages, consequential or otherwise. Seller shall have no liability whatsoever to Buyer if computer software or computer hardware sold hereunder is subsequently upgraded, or is otherwise used with software or hardware that was not used with the software and/or hardware sold hereunder at the time of installation, or if any such software or hardware has been serviced by anyone other than Seller. Seller shall have no liability whatsoever, under any circumstances, for any damages suffered by Buyer arising out of or related to data that has not been backed up, or data that is lost, damaged, corrupted, compromised for any reason (including but not limited to weak passwords or network security), or otherwise unsecured, in connection with any services or use of any products sold hereunder, and Buyer shall indemnify Seller for the same. In the event that Xxxxxx recommends a course of action for an engagement, but Xxxxx instructs Seller to pursue a different course of action despite Seller’s recommendation, Buyer shall assume sole responsibility for any problems that arise from Buyer’s course of action, and Seller shall have no liability for the same.
EXCLUSIVE REMEDY; LIMITATION OF LIABILITY. 6.1. DynamicWeb’s entire liability and your exclusive remedy for any breach of the limited warranty pursuant to Section 4 or for any other breach of this Agreement or for any other liability relating to the Software shall be, at DynamicWeb’s sole and absolute option, the repair or replacement of the Software that does not meet the limited warranty set forth in Section 4 within a reasonable time period, or repayment of the license fees or other invoices resulting from work performed by DynamicWeb. Any replacements will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer.
6.2. In no event will DynamicWeb, DynamicWeb Software , its affiliates, a Licensor and/or any other of DynamicWeb’s suppliers be liable to you under this Agreement or otherwise for cumulative, aggregate damages, expenses, costs, litigation defense costs, fees, liabilities, suits, claims, restitution settlements or losses, that exceed, in the aggregate, the Fees paid by you hereunder in the twelve (12) month period prior to the date of the first event giving rise to the action. This liability cap is cumulative, with all payments being aggregated to determine satisfaction of the limit. The existence of two or more claims or suits, whether related or not, will not enlarge this limit.
6.3. The foregoing limitations, exclusions and disclaimers shall apply to the maximum extent permitted by applicable law, even if any remedy fails to make you whole, and regardless of the nature of the claim or action, whether for breach of contract, breach of warranty, tort, negligence or other theory of liability.
EXCLUSIVE REMEDY; LIMITATION OF LIABILITY. If a Product does not meet the limited warranty described in Section 7.1, Buyer’s sole and exclusive remedy will be, at PT Tech’s choice, repair or replacement of the nonconforming Product (EXW the designated PT Tech facility) or a credit of a fair amount not to exceed the price paid for the nonconforming Product. If an item of Services does not meet the limited warranty described in Section 7.1, Buyer’s sole and exclusive remedy will be, at PT Tech’s choice, for PT Tech to re-perform the nonconforming portions of the Services or issue a credit of a fair amount not to exceed the price paid with respect to the nonconforming portions of the Services. To be entitled to the exclusive remedy, Buyer must (a) submit the warranty claim to PT Tech within one year following the warranty start date for Products or Completion Date for Services, as applicable (but no later than six weeks following the first discovery of a possible nonconformity), (b) return to PT Tech 100% or, if agreed by PT Tech, a lesser but still statistically relevant percentage of the Products or Service Items claimed to be defective, and (c) provide reasonable evidence in support of the warranty claim, including, if requested by PT Tech, results of diagnostic tests, evaluations and investigations performed by Buyer or Buyer’s customer. The warranty claims limitation period for repaired or replaced Products and re-performed Services will expire at the same time as the original warranty claims limitation period.
EXCLUSIVE REMEDY; LIMITATION OF LIABILITY. Buyer acknowledges and agrees that its sole and exclusive remedy with respect to any and all claims relating to the subject matter of this Agreement shall be pursuant to the indemnification provisions set forth in this Article X. No Seller shall have any liability to Buyer or any Buyer indemnified person for any claim arising out of the negotiation, execution or delivery of this Agreement, or the transactions provided for herein, whether for defense, indemnification or otherwise, except as provided for in this Section 10. In furtherance of the foregoing, Buyer hereby waives, to the fullest extent permitted under applicable law, any and all rights, claims and causes of action it or the Company may have against Sellers arising under or based upon any Law or Environmental Law, or otherwise except to the extent specifically provided in this Article X. Notwithstanding the foregoing, nothing in this Agreement shall limit the rights of and remedies available to either party in the event of fraud or intentional misconduct on the part of the other party.
EXCLUSIVE REMEDY; LIMITATION OF LIABILITY. Buyer's sole and exclusive remedy for goods proven to be other than as warranted herein shall be the replacement of the affected goods, without charge. Seller's liability for any and all loss or damage to Buyer resulting from any cause whatsoever, including Seller's negligence, or damaged or defective goods, irrespective of whether such defects are discoverable or latent, shall in no event exceed the purchase price of the particular goods with respect to which losses or damages are claimed; with respect to buyer's costs labor and other incidental costs incurred by Buyer (and evidence by receipts, vouchers or other written evidence) with respect to any defective goods hereunder, Seller's liability shall be limited to $2,000; and further provided that Buyer to perfect its warranty claim hereunder must provide physical proof as to any defective goods, have notified Seller within 12 hours of discovery of such defective goods and have allowed Seller the opportunity to inspect such defective goods. THE FOREGOING IS THE ENTIRE OBLIGATION OF SELLER. IN NO EVENT, INCLUDING A CLAIM OF NEGLIGENCE, OR SHOULD SEUER'S WARRANTY FAIL OF ITS ESSENTIAL PURPOSE, SHALL SELLER BE LIABLE TO BUYER FOR LOST PROFITS, INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, HOWSOEVER ARISING. No statement or recommendation made or assistance given by Seller, or its representatives, either oral or in its literature, to Buyer, or its representatives, in connection with the use by Buyer of any goods sold hereunder shall constitute a waiver by Insituform Technologies of any provision hereof or affect Seller's liability as herein defined.
EXCLUSIVE REMEDY; LIMITATION OF LIABILITY. (a) The indemnification obligations of Sellers under this Section 5 shall be the sole and exclusive remedy of Purchasers available at law or in equity for any breach of any representation, warranty, covenant or other terms, conditions or obligations of Sellers under this Agreement and each Purchaser hereby waives and releases any and all tort claims and causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement (including any tort claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement). Notwithstanding the foregoing, nothing in this Section 5.9 shall limit any Party’s right to seek any remedy on account of fraud by any Party hereto.
(b) Notwithstanding anything to the contrary in this Agreement, no Party shall have any right or claim against any other Party for exemplary, special, consequential, indirect or punitive damages (except to the extent such damages are directly incurred by an indemnified party in connection with a third-party claim against such indemnified party). Without limiting the generality of the preceding sentence, but subject to the exceptions herein provided, no legal action sounding in tort or strict liability may be maintained by one Party against any other Party. Except as prohibited by or insistent with any provisions under an applicable insurance policy, including, without limitation, any subrogation rights or obligations, and net of premiums paid and collection costs and expenses, including reasonable attorney’s fees, incurred to obtain such insurance proceeds, each Party’s indemnified claims will be offset by any (i) amounts actually recovered by any indemnified party under insurance policies or (ii) or any other recovery received or actually recoverable by any indemnified party from a third party pursuant to any reimbursement arrangements, indemnification rights, contribution agreements, holdback, offset or set-off agreements or similar arrangements with respect to such Losses. The indemnifying party and indemnified party each shall use commercially reasonable efforts to recover under any applicable insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement.
EXCLUSIVE REMEDY; LIMITATION OF LIABILITY. (a) Notwithstanding anything to the contrary contained in this Agreement or in any of the other MLP Documents, after the Closing, a Parent Indemnified Party's exclusive remedy against an Indemnifying Party for any breach of the representations, warranties, covenants and agreements herein or otherwise in respect of the transactions contemplated hereby shall be a claim for indemnification made pursuant to and subject to the terms and conditions of this Article X and Sections 6.3 and 12.2 hereof.
(b) None of the officers, directors, or agents of MLP or any of the GP Entities, respectively, are making any representation or warranty, and none of them shall have any personal liability to any Parent Indemnified Party, under this Agreement or any certificate delivered in connection herewith.
(c) None of the officers, directors, or agents of Parent or Sub, respectively, are making any representation or warranty, and none of them shall have any personal liability to any GP Indemnified Party, under this Agreement or any certificate delivered in connection herewith.
EXCLUSIVE REMEDY; LIMITATION OF LIABILITY. 13.1 If a Product does not meet the limited warranty described in Section 12.1, Buyer’s sole and exclusive remedy will be, at Timken’s choice, repair or replacement of the nonconforming Product (EXW the designated Timken facility) or a credit of a fair amount not to exceed the price paid for the nonconforming Product. If an item of Services does not meet the limited warranty described in Section 12.1, Buyer’s sole and exclusive remedy will be, at Timken’s choice, for Timken to re-perform the nonconforming portions of the Services or issue a credit of a fair amount not to exceed the price paid with respect to the nonconforming portions of the Services. To be entitled to the exclusive remedy, Buyer must (a) submit the warranty claim to Timken within one year (unless a special warranty period for certain Products or Services applies, as set forth in the Timken Special Warranty Period Schedule which can be found at xxx.xxxxxx.xxx/XxxxxxxxXxxxxxxxxxxxXxxx) following the Shipment Date for Products or Completion Date for Services, as applicable (but no later than six weeks following the first discovery of a possible nonconformity), (b) return to Timken 100% or, if agreed by Timken, a lesser but still statistically relevant percentage of the Products or Service Items claimed to be defective, and
EXCLUSIVE REMEDY; LIMITATION OF LIABILITY. BUYER and SELLER (a) each acknowledge and agree that, from and after the Closing, their sole and exclusive remedy, with respect to any and all claims relating to the subject matter of this Agreement shall be pursuant to the indemnification provisions set forth in this Article 8, and (b) in furtherance of the foregoing, hereby waive, from and after the Closing, to the fullest extent permitted under applicable law, any and all rights, claims and causes of action, they may have against each other relating to the subject matter of this Agreement arising under or based upon any federal, state or local statute, law (including common law), ordinance, rule or regulation or otherwise, except for, in the case of each of clause (a) and (b), (x) claims for specific performance or injunctive or other equitable relief and (y) claims for fraud or intentional misrepresentation. For the avoidance of doubt, this Section 8.4 shall not affect any remedies provided in any Collateral Agreement. Notwithstanding anything to the contrary contained in this Agreement, neither BUYER nor SELLER shall be liable under this Agreement for any special, consequential, punitive or exemplary damages (including lost or anticipated revenues or profits relating to the same) arising from any claim relating to this Agreement, whether such claim is based on warranty, contract, tort (including negligence or strict liability) or otherwise.
