Guarantee and legal liability Sample Clauses

Guarantee and legal liability. Audio Modeling and the Licensee are aware that functional defects in the licensed software cannot be totally ruled out, despite the present state of technical knowledge, even if the very greatest care is taken. The unrestricted functionality of the licensed software and/or the rectification of all faults therefore cannot be totally guaranteed. Audio Modeling´s legal liability for programming errors in the Licensed Software, including later updates provided for under this contract, is therefore restricted to any case of Audio Modeling acting with intent or gross negligence. Audio Modeling ensures the Licensee that, at the point in time when the contract is concluded, the licensed software will prove to be free of all material and technical defects under normal operating conditions. For any warranty-related claims, it is a pre-condition that the Licensed Software has been used appropriately, in the configuration provided for, and under appropriate operating conditions. Audio Modeling does not guarantee uninterrupted and faultless operation. All warranty claims on behalf of Licensee become invalid if he modifies the Licensed Software or Hardware in any way whatsoever, regardless of the extent of such modifications. The translation of the Licensed Software into any other program language is also regarded as a modification. In the event of a defect in the Licensed Software, for which Audio Modeling can be held reasonably responsible, the following shall apply: Licensee may choose to either have the defect rectified, or receive a substitute item. If each of these options cannot be realized, for whatever reasons, Licensee has the right to either reduce the purchase price or withdraw from the contract completely. Any claims beyond repair, substitution, price reduction or withdrawal from the contract are not permitted. Even during the warranty period, Licensee is not permitted to make claims against Audio Modeling for any changes or modifications to the Licensed Software resulting from reasonable product development and updates (for example, if an update to the software requires more memory capacity or CPU power). Licensee has no rights over and above the aforementioned. Audio Modeling bears no liability for any loss or damage to the Licensed Software, or to other programs being used, for the loss of any data, working results, turnover, or profit, or for direct or indirect loss or damage suffered by Licensee or any third party, unless such loss or damage has been c...
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Guarantee and legal liability. Samplemodeling and the Licensee are aware that functional defects in the licensed software cannot be totally ruled out, despite the present state of technical knowledge, even if the very greatest care is taken. The unrestricted functionality of the licensed software and/or the rectification of all faults therefore cannot be totally guaranteed. Samplemodeling´s legal liability for programming errors in the Licensed Software, including later updates provided for under this contract, is therefore restricted to any case of Samplemodeling acting with intent or gross negligence. Having stated this, Samplemodeling takes on the guarantee towards the Licensee that, at the point in time when the contract is concluded, the licensed software and hardware will prove to be free of all material and technical defects under normal operating conditions. Should the Medium prove defective, the Licensee can demand their replacement during a period of twelve months from receipt of the licensed software. In this instance he must return the Medium containing the licensed software to Samplemodeling. Samplemodeling undertakes, for a period of twelve months from the conclusion of this contract, to undertake everything that is necessary to ensure the functionality of the licensed software in compliance with the specifications and the program description. The provision for this guarantee is that the licensed software be operated in the configuration provided for, and under appropriate operating conditions. Samplemodeling does not guarantee uninterrupted and faultless operation. All guarantee claims on behalf of the Licensee become invalid if he tampers with the licensed software, or modifies them in any way whatsoever, regardless of the extent of such modifications. The translation of the licensed software into any other program language is also to be regarded as a modification. Where Samplemodeling is answerable for a defect of the licensed software, the Licensee's right shall be confined to subsequent performance. At Samplemodeling election such subsequent performance shall either consist of rectifying the defect or delivery of a substitute item. In the event that subsequent performance fails, the Licensee shall be reserved the right either to reduce the purchase price or withdraw from the contract. Subsequent performance shall be deemed to have failed if Samplemodeling is unwilling or unable to rectify the defect/make substitute delivery or if rectification/substitute delivery is d...
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Guarantee and legal liability. Sonic Academy and the Licensee are aware that functional defects in the Licensed Software can not be totally ruled out. The unrestricted functionality of the Licensed Software and / or the rectification of all faults therefore can not be totally guaranteed. Sonic Academy' legal liability for programming errors in the Licensed Software, including later up-dates provided for under this contract, is therefore restricted to any case of Sonic Academy acting with intent or gross negligence. Having stated this, Sonic Academy takes on the guarantee towards the Licensee that, at the point in time when the contract is concluded, the Licensed Software will prove to be free of all material and technical defects under normal operating conditions. Should the software prove defective, the Licensee can demand its replacement during a period of 12 (twelve) months from receipt of the Licensed Software. In this instance the Licensee must notify xxxxxxxxxxxxxxx@xxxxxxxxxxxx.xxx. Sonic Academy undertakes, for a period of 12 (twelve) months from the conclusion of this contract, to undertake everything that is necessary to ensure the functionality of the Licensed Software in compliance with the specifications and the program description. The provision for this guarantee is that the Licensed Software is operated in the configuration provided for, and under appropriate operating conditions. Sonic Academy does not guarantee uninterrupted and faultless operation. All guarantee claims on behalf of the Licensee become invalid if he tampers with the Licensed Software, or modifies them in any way whatsoever, regardless of the extent of such modifications. The translation of the Licensed Software into any other program language is also to be regarded as a modification. Where Sonic Academy is answerable for a defect of the Licensed Software, the Licensee's right shall be confined to subsequent performance. At Sonic Academy election such subsequent performance shall either consist of rectifying the defect or delivery of a substitute item. In the event that subsequent performance fails, the Licensee shall be reserved the right either to reduce the purchase price or withdraw from the contract. Subsequent performance shall be deemed to have failed if Sonic Academy is unwilling or unable to rectify the defect / make substitute delivery or if rectification / substitute delivery is delayed beyond adequate time limits for reasons which Sonic Academy is answerable for or if attempts at rectificati...
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Related to Guarantee and legal liability

  • GUARANTEE AND INDEMNITY 2.1 The Guarantor irrevocably and unconditionally guarantees and undertakes to the Beneficiary to procure that the Supplier duly and punctually performs all of the Guaranteed Obligations now or hereafter due, owing or incurred by the Supplier to the Beneficiary. 2.2 The Guarantor irrevocably and unconditionally undertakes upon demand to pay to the Beneficiary all monies and liabilities which are now or at any time hereafter shall have become payable by the Supplier to the Beneficiary under the Guaranteed Agreement or in respect of the Guaranteed Obligations. 2.3 If at any time the Supplier shall fail to perform any of the Guaranteed Obligations, the Guarantor, as primary obligor, irrevocably and unconditionally undertakes to the Beneficiary that, upon first demand by the Beneficiary it shall, at the cost and expense of the Guarantor: 2.3.1 fully, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; and 2.3.2 fully indemnify and keep the Beneficiary fully indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier to perform the Guaranteed Obligations save that, subject to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreement. 2.4 As a separate and independent obligation, the Guarantor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), of whatever nature, whether arising under statute, contract or at common law, which such Beneficiary may suffer or incur if any obligation guaranteed by the Guarantor is or becomes unenforceable, invalid or illegal as if the obligation guaranteed had not become unenforceable, invalid or illegal provided that the Guarantor's liability shall be no greater than the Supplier's liability would have been if the obligation guaranteed had not become unenforceable, invalid or illegal.

  • Legal Liability For teachers having any legal proceeding brought against them for libel or slander in respect of any statements relating to the employment, suspension or dismissal of any person by the Board, published at a meeting of the Board or a committee thereof, or for assault in respect of disciplinary action taken in the course of duty, the Board shall pay the legal costs or any part thereof incurred by such teachers in successfully defending such legal proceeding as referred to above. If found guilty, the teacher shall bear said legal expenses.

  • Unconditional Liability Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to Maker or affecting Maker’s liability hereunder.

  • Guarantee and Security Agreement The Guarantee and Security Agreement, duly executed and delivered by each of the parties to the Guarantee and Security Agreement.

  • Financial Guarantee 30.1 By derogation from article 30 of the General Conditions, no pre-financing guarantee is required.

  • Guarantee and Collateral Agreement By executing and delivering this Assumption Agreement, the Additional Grantor, as provided in Section 8.14 of the Guarantee and Collateral Agreement, hereby becomes a party to the Guarantee and Collateral Agreement as a Grantor thereunder with the same force and effect as if originally named therein as a Grantor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Grantor thereunder. The information set forth in Annex 1-A hereto is hereby added to the information set forth in the Schedules to the Guarantee and Collateral Agreement. The Additional Grantor hereby represents and warrants that each of the representations and warranties contained in Section 4 of the Guarantee and Collateral Agreement is true and correct on and as the date hereof (after giving effect to this Assumption Agreement) as if made on and as of such date.

  • Joint and Several Liability Each Borrower agrees that it is jointly and severally liable for, and absolutely and unconditionally guarantees to Agent and Lenders the prompt payment and performance of, all Obligations and all agreements under the Loan Documents. Each Borrower agrees that its guaranty obligations hereunder constitute a continuing guaranty of payment and not of collection, that such obligations shall not be discharged until Full Payment of the Obligations, and that such obligations are absolute and unconditional, irrespective of (a) the genuineness, validity, regularity, enforceability, subordination or any future modification of, or change in, any Obligations or Loan Document, or any other document, instrument or agreement to which any Obligor is or may become a party or be bound; (b) the absence of any action to enforce this Agreement (including this Section) or any other Loan Document, or any waiver, consent or indulgence of any kind by Agent or any Lender with respect thereto; (c) the existence, value or condition of, or failure to perfect a Lien or to preserve rights against, any security or guaranty for the Obligations or any action, or the absence of any action, by Agent or any Lender in respect thereof (including the release of any security or guaranty); (d) the insolvency of any Obligor; (e) any election by Agent or any Lender in an Insolvency Proceeding for the application of Section 1111(b)(2) of the Bankruptcy Code; (f) any borrowing or grant of a Lien by any other Borrower, as debtor-in-possession under Section 364 of the Bankruptcy Code or otherwise; (g) the disallowance of any claims of Agent or any Lender against any Obligor for the repayment of any Obligations under Section 502 of the Bankruptcy Code or otherwise; or (h) any other action or circumstances that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, except Full Payment of all Obligations.

  • Joint and Several Liabilities Sector members acknowledge and agree that they and the sector may be held jointly and severally liable for discarding legal sized fish, misreporting, and Annual Catch Entitlement (ACE) overages as specified in Federal regulations.

  • General Liability Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2)

  • Guarantee Unconditional The obligations of each Guarantor under this Section 13 shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver, or release in respect of any obligation of the Borrower or other obligor or of any other guarantor under this Agreement or any other Loan Document or by operation of law or otherwise; (b) any modification or amendment of or supplement to this Agreement or any other Loan Document or any agreement relating to Hedging Liability or Bank Product Obligations; (c) any change in the corporate existence, structure, or ownership of, or any insolvency, bankruptcy, reorganization, or other similar proceeding affecting, the Borrower or other obligor, any other guarantor, or any of their respective assets, or any resulting release or discharge of any obligation of the Borrower or other obligor or of any other guarantor contained in any Loan Document; (d) the existence of any claim, set-off, or other rights which the Borrower or other obligor or any other guarantor may have at any time against the Administrative Agent, any Lender, or any other Person, whether or not arising in connection herewith; (e) any failure to assert, or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the Borrower or other obligor, any other guarantor, or any other Person or Property; (f) any application of any sums by whomsoever paid or howsoever realized to any obligation of the Borrower or other obligor, regardless of what obligations of the Borrower or other obligor remain unpaid; (g) any invalidity or unenforceability relating to or against the Borrower or other obligor or any other guarantor for any reason of this Agreement or of any other Loan Document or any agreement relating to Hedging Liability or Bank Product Obligations, or any provision of applicable Legal Requirements purporting to prohibit the payment by the Borrower or other obligor or any other guarantor of the principal of or interest on any Loan or any Reimbursement Obligation or any other amount payable under the Loan Documents or any agreement relating to Hedging Liability or Bank Product Obligations; or (h) any other act or omission to act or delay of any kind by the Administrative Agent, any Lender, or any other Person or any other circumstance whatsoever that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the obligations of any Guarantor under this Section 13.

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