Licensee’s Remedies. If any default by the Judicial Council shall continue uncured following notice of default as required by this SLA, Licensee's sole remedies are the following:
Licensee’s Remedies. In the event of breach, or alleged breach of any of the warranties in section 8.2, Licensee shall promptly notify Highsoft and delete Software. Licensee’s sole remedy in such an event shall be that Highsoft shall re-supply or correct the Software so that it operates according to the warranties set out in section 8.2. The warranties shall not apply if Licensee has modified, or used Software improperly, or on an operating environment not approved by Highsoft. Improper use and unapproved operating environments will be as set forth in the documentation provided to Licensee on or prior to Delivery Date.
Licensee’s Remedies. 13.1 Thrive’s entire liability and your exclusive remedy (or that of any Organisation in the Cluster at any time) for any breach of clause 12 or this Agreement shall be repair or replacement of Thrive-Online.
13.2 This Agreement sets out the full extent of Thrive's obligations and liabilities in respect of the supply of Thrive- Online and the Training Documentation to you or Organisations in your Cluster. In particular, there are no conditions, warranties, representations or other terms, express or implied, that are binding on Thrive except as specifically stated in this Agreement. Any condition, warranty, representation or other term concerning the supply of Thrive-Online or the Training Documentation which might otherwise be implied or incorporated into this Agreement, whether by statute, common law or otherwise, is hereby excluded to the fullest extent permitted by law.
13.3 In no event shall Thrive or its suppliers be liable for any damages whatsoever including, without limitation, loss of income; loss of business profits or contracts; business interruption; loss of the use of money or anticipated savings; loss of information; loss of opportunity, goodwill or reputation; loss of, damage to or corruption of data; or any indirect or consequential loss or damage of any kind howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise.
13.4 Nothing in this Agreement shall limit or exclude the liability of Thrive for death or personal injury resulting from negligence, fraud, fraudulent misrepresentation.
Licensee’s Remedies. In the event of any failure by Licensor to perform any of its obligations hereunder, Licensee (except in the case of an emergency) shall take no action without having first given Licensor written notice of any such default and a reasonable opportunity to cure which, in any event, shall not exceed thirty (30) business days. Following such notice and failure by Licensor to cure, Licensee shall have all rights available to it at law or in equity, and shall have the further right to take the necessary actions to perform Licensor’s uncured obligations hereunder and invoice Licensor for the costs and expenses thereof, unless Licensor has diligently commenced to perform its uncured obligations hereunder within said period not to exceed thirty (30) business days. Licensor shall remit payment to Licensee within thirty (30) days of receipt of invoice from Licensee. If Licensor fails to remit payment to Licensee within the aforesaid thirty (30) day period, Licensee shall have the right to offset and deduct said sum from Base Annual Fee.
Licensee’s Remedies. If any default by Trustees shall continue uncured following notice of default as required by this Agreement, Licensee’s sole remedies are the following:
Licensee’s Remedies. If the Institute elects to terminate this Agreement as specified in Section 3.2 and Licensee contests such election, then prior to the Institute taking such remedy:
(a) The Institute shall provide written notice of its intention to terminate this Agreement pursuant to Section 3.2. As soon as practicable after receipt of such notice and in any event no later than ten (10) business days thereafter, the President of Licensee and a designated officer with appropriate settlement authority from the Institute shall meet at a mutually agreed upon time and location for the purpose of discussing the basis of the Institute’s decision to terminate. They shall engage in good faith discussions and/or negotiations for a period of up to ten (10) days to resolve the disagreement or negotiate an interpretation or revision of the applicable portion of this Agreement which is mutually agreeable to both parties, without the necessity of formal procedures relating thereto. During the course of such discussion and/or negotiation, the parties shall reasonably cooperate and provide information that is not materially confidential in order so that each of the parties may be fully informed with respect to the issues in dispute.
(b) In the event the parties do not reach agreement pursuant to Section 3.3(a), Licensee may request, and Institute will agree to submit to binding arbitration, the question of whether or not Licensee has used Commercially Reasonable Efforts to satisfy a particular Milestone Event. Such dispute will be submitted to final and binding arbitration under the then current commercial rules and regulations of the American Arbitration Association (“AAA”) relating to voluntary arbitrations. The arbitration proceedings will be held in Seattle, Washington. The arbitration will be conducted by one arbitrator, who is knowledgeable in the subject matter at issue in the dispute and who will be selected by mutual agreement of the Parties or failing such agreement, will be selected in accordance with the AAA rules. The decision of the arbitrator will be final and binding on the Parties. † DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION
(c) If the arbitrator in said arbitration finds that Licensee has used Commercially Reasonable Efforts or satisfied the Milestone Event at issue, the Agreement will not be terminated.
(d) If the arbitrator in said arbitration finds that Licensee has...
Licensee’s Remedies. If any default by the Judicial Council shall continue uncured following notice of default as required by this SLA, Licensee’s sole remedies are the following: Licensee’s Termination of SLA. Except as specifically provided otherwise in this SLA, if the Judicial Council defaults under this SLA, Licensee shall have the right to terminate this SLA immediately in writing. In that event, termination under this subsection shall not relieve the Judicial Council from the obligation to pay any sum then due to Licensee or from any claim for damages previously accrued or then accruing against the Judicial Council. Upon any termination of this SLA under this section 13.6.1, the Judicial Council shall execute such documents as Licensee may request to memorialize the termination and to release Licensee from the terms and conditions of this SLA.
Licensee’s Remedies a. Licensee's exclusive remedies, and Xxxx’s exclusive obligations, for a breach by Spōk of the Software Warranty or Hardware Warranty are as follows:
(i) Spōk will provide Support (if purchased by Licensee) to repair, replace or furnish an upgrade of the non-conforming Products to enable those Products to comply with the applicable Software Warranty or Hardware Warranty; and
(ii) if Spōk does not comply with Section 9.1(a)(i) within the applicable Cure Period, Licensee may terminate Support and Spōk will refund the fees paid by Licensee to Spōk for the non-conforming Products, subject to the limitations in Section 16.
b. Licensee’s exclusive remedies for breach of Spōk’s Service obligations are as follows:
(i) Spōk will re-perform or re-deliver those Services at no additional charge within the Cure Period; and
(ii) if Spōk does not complete that re-performance within the applicable Cure Period, Licensee may terminate the Services and Spōk will refund the fees paid by Licensee to Spōk for those Services not re-performed and timely cured, subject to the limitations in Section 16.
Licensee’s Remedies. Except as may be otherwise provided elsewhere in this Master License, Licensee’s sole remedies for the City’s uncured default will be: (1) to terminate the Site License(s) affected by the uncured default on thirty (30) days’ prior written notice; and (2) an action for limited damages, as set forth in Section 15 (Limitations on Liability).
Licensee’s Remedies. Your sole and exclusive remedies for any damages or loss in any way connected with the products or services furnished by Corporate Renaissance Group whether due to any negligence or any other cause, shall be, at Corporate Renaissance Group’s option: (a) to bring the performance of the product into substantial compliance with the functional specifications; (b) re-performance of services; or (c) return of an appropriate portion of any payment made by you with respect to the applicable portion of the Software or services.
