Licensee’s Sole Remedy Sample Clauses

Licensee’s Sole Remedy. LICENSOR's entire liability and LICENSEE's exclusive remedy shall be, at LICENSOR's option, either (1) return of the price paid; or (2) repair or replacement of the Software upon its return to LICENSOR; provided LICENSOR receives written notice from LICENSEE during the warranty period of a breach of warranty. Any replacement Software will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer.
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Licensee’s Sole Remedy. Notwithstanding anything to the contrary contained in this Agreement but subject to Section 5.2, the Licensor’s entire liability and the Licensee’s sole remedy hereunder, at the Licensor’s option, shall be to repair or replace the Software. The Licensor’s obligations with respect to such remedies shall be contingent on the Licensee’s use of the Software in accordance with this Agreement and in accordance with the Licensor’s instructions as provided by the Licensor in the Software Materials as such instructions may be amended, supplemented, or modified by the Licensor in writing to Licensee from time to time. The Software will be warranted in accordance with Section 7.2 below. Notwithstanding the preceding, the Licensor shall have no obligations with respect to any failures of the Software, as applicable, which are the result of accident, abuse, misapplication, extreme power surge or extreme electromagnetic field. Except in the case of third party claims of infringement under Section 9 below, the Licensor shall not be liable for any loss-of-profit, indirect, special, incidental, punitive or consequential damages, whether based on breach of contract, tort (including negligence), product liability, or otherwise, and whether or not Licensor has been advised of the possibility of such damages.
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Licensee’s Sole Remedy. Licensor’s entire liability and Licensee’s exclusive remedy for a breach of the warranty set forth in Section 5.3 (Limited Warranty) shall be, at Licensor’s option, either: (a) return of the License Fee paid to date; or (b) repair or replacement of the Software; provided, however, that such remedies shall only be available to Licensee if Licensor receives written notice of such breach from Licensee during the Warranty Period. Any replacement Software will be warranted for the remainder of the original Warranty Period following delivery of the replacement Software, whichever is longer.
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Licensee’s Sole Remedy. IN THE EVENT THAT THE SOFTWARE COMPLETELY FAILS AND NEXT GEAR DESIRES TO TERMINATE THIS AGREEMENT INSTEAD OF REPAIRING THE PROBLEM RELATED TO THE SOFTWARE, NEXT GEAR’S ENTIRE LIABILITY AND LICENSEE’S EXCLUSIVE REMEDY WITH REGARD TO OR IN CONNECTION WITH THE SHALL BE, AT NEXT GEAR’S OPTION, EITHER: (A) RETURN OF THE INITIAL LICENSE FEE PAID BY LICENSEE TO NEXT GEAR HEREUNDER (IF ANY SUCH FAILURE OCCURS DURING AN INITIAL YEAR OF THIS AGREEMENT) OR THE MOST RECENT, CURRENT RENEWAL LICENSEE FEE PAID BY LICENSEE (IF ANY SUCH FAILURE OCCURS DURING A YEAR OTHER THAN THE INITIAL YEAR OF THIS AGREEMENT), WHICH SUM SHALL NOT INCLUDE ANY SERVICE FEES, MONTHLY MAINTENANCE AND SUPPORT FEES OR HOSTING AND DATA STORAGE FEES OR INITIAL OR RENEWAL LICENSE FEES PAID FOR ANY PREVIOUS YEAR BY LICENSEE; OR (B) REPAIR OR REPLACEMENT OF THE SOFTWARE; PROVIDED NEXT GEAR RECEIVES REASONABLE, PRIOR WRITTEN NOTICE FROM LICENSEE OF SUCH FAILURE OF THE SOFTWARE.
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Licensee’s Sole Remedy. LICENSOR's entire liability and LICENSEE's exclusive remedy shall be, at LICENSOR's option, either: (1) a refund as follows: if within thirty (30) days of contract signing, a full refund of the entire License Fee paid; if after thirty (30) days of contract signing, a partial refund of only the License Fee paid for usage during the last thirty (30) days; or (2) repair or replacement of the Software; provided LICENSOR receives written notice from LICENSEE during the warranty period of a breach of warranty. Any replacement Software will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer.
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Licensee’s Sole Remedy. [Licensor/Licensee]’s entire liability and End User’s exclusive remedy for a breach of the warranty set forth in Section 7.4 (Limited Warranty) shall be, at [Licensor/Licensee]’s option, either: (a) return of the License Fee paid to date; or (b) repair or replacement of the Software; provided, however, that such remedies shall only be available to End User if [Licensor/Licensee] receives written notice of such breach from End User during the Warranty Period. Any replacement Software will be warranted for the remainder of the original Warranty Period or [NUMBER ( )] days following delivery of the replacement Software, whichever is longer.
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Licensee’s Sole Remedy. ESP’s entire liability and Licensee's exclusive remedy in the event of default shall be, at ESP’s option, either (i) return of the price paid or (ii) repair of the Software upon written notice from Licensee during the license period of a breach of warranty..
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Related to Licensee’s Sole Remedy

  • Sole Remedy After the Closing, no Party shall have liability under this Agreement or the transactions contemplated hereby except as is provided in this Article VIII (other than claims or causes of action arising from fraud, and other than claims for specific performance or claims arising under any Transaction Documents (which claims shall be subject to the liability provisions of such Transaction Documents)).

  • Sole Remedies THE SOLE AND EXCLUSIVE REMEDIES FOR BREACH OF ANY ------------- AND ALL WARRANTIES AND THE SOLE REMEDIES FOR THE COMPANY'S LIABILITY IF ANY KIND (INCLUDING LIABILITY FOR NEGLIGENCE) WITH RESPECT TO THE PRODUCTS AND SERVICES COVERED BY THIS AGREEMENT AND ALL OTHER PERFORMANCE BY THE COMPANY UNDER OR PURSUANT TO THIS AGREEMENT SHALL BE LIMITED TO THE REMEDIES PROVIDED IN SECTION 5 HEREOF.

  • Termination Not Sole Remedy Termination is not the sole remedy under this Agreement and, whether or not termination is effected and notwithstanding anything contained in this Agreement to the contrary, all other remedies shall remain available except as agreed to otherwise herein.

  • 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.

  • 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.

  • Nonexclusive Remedy Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise.

  • Sole and Exclusive Remedy Subject to the last sentence of this Section 8.3(e), if this Agreement is terminated pursuant to Section 8.1 and the Termination Fee is due and payable pursuant to the terms of Section 8.3(a), Buyer’s receipt of the Termination Fee will be the sole and exclusive remedy of the Buyer Related Parties against the Seller Related Parties in respect of this Agreement, any agreement executed in connection herewith or the Contemplated Transactions, the termination of this Agreement, the failure to consummate the Contemplated Transaction or any claims or actions under applicable Law arising out of any breach, termination or failure. Subject to the last sentence of this Section 8.3(e), Xxxxx’s receipt of the Termination Fee (in the circumstances in which the Termination Fee is due and payable pursuant to the terms of Section 8.3(a)) will be the only monetary damages the Buyer Related Parties may recover from the Seller Related Parties in respect of this Agreement, any agreement executed in connection herewith or the Contemplated Transactions, the termination of this Agreement, the failure to consummate the Contemplated Transactions or any claims or actions under applicable Law arising out of any such breach, termination or failure, and upon payment of such amount, (i) none of the Seller Related Parties will have any further liability or obligation to any of the Buyer Related Parties relating to or arising out of this Agreement, any agreement executed in connection herewith or the Contemplated Transactions or any matters forming the basis of such termination (except that the parties hereto (or their Affiliates) will remain obligated with respect to, and Buyer may be entitled to remedies with respect to, the Confidentiality Agreement); and (ii) none of the Buyer Related Parties or any other Person will be entitled to bring or maintain any claim, action or proceeding against any of the Seller Related Parties arising out of this Agreement, any agreement executed in connection herewith or the Contemplated Transactions or any matters forming the basis for such termination (except that the parties hereto (or their Affiliates) will remain obligated with respect to, and Buyer may be entitled to remedies with respect to, the Confidentiality Agreement). Notwithstanding the foregoing, this Section 8.3(e) will not relieve Seller or the Company from liability (1) for any Fraud or willful breach of this Agreement or (2) for any breaches of the Confidentiality Agreement.

  • Nonexclusive Remedies All remedies provided in this Agreement may be exercised individually or in combination with any other available remedy. Contractor shall notify the JBE immediately if Contractor is in default, or if a third party claim or dispute is brought or threatened that alleges facts that would constitute a default under this Agreement. If Contractor is in default, the JBE may do any of the following: (i) withhold all or any portion of a payment otherwise due to Contractor, and exercise any other rights of setoff as may be provided in this Agreement or any other agreement between a Judicial Branch Entity and Contractor; (ii) require Contractor to enter into nonbinding mediation; (iii) exercise, following Notice, the JBE’s right of early termination of this Agreement as provided herein; and (iv) seek any other remedy available at law or in equity.

  • Buyer’s Remedies If SELLER fails to perform its obligations pursuant to this Agreement for any reason except failure by BUYER to perform hereunder, or if prior to Closing any one or more of SELLER’s representations or warranties are breached in any material respect, BUYER shall elect, as its sole remedy (except as provided in this Section and Section 9), either to (i) terminate this Agreement by giving SELLER timely written notice of such election prior to or at Closing and recover the Deposit, (ii) solely enforce specific performance, or (iii) waive said failure or breach and proceed to Closing. Notwithstanding anything herein to the contrary, BUYER shall be deemed to have elected to terminate this Agreement if BUYER fails to deliver to SELLER written notice of its intent to file a claim or assert a cause of action for specific performance against SELLER on or before ten (10) business days following the scheduled Closing Date, or, having given such notice, fails to file a lawsuit asserting such claim or cause of action in the county in which the Property is located within two (2) months following the scheduled Closing Date. BUYER’s remedies shall be limited to those described in this Section hereof. IN NO EVENT SHALL SELLER’S DIRECT OR INDIRECT PARTNERS, SHAREHOLDERS, MEMBERS, MANAGERS, OWNERS OR AFFILIATES, ANY OFFICER, DIRECTOR, MEMBER, MANAGER OR 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 OR THE PROPERTY, WHETHER BASED ON CONTRACT, COMMON LAW, STATUTE, EQUITY OR OTHERWISE.

  • Failure to Pursue Remedies The failure of any party to seek redress for violation of, or to insist upon the strict performance of, any provision of this Agreement shall not prevent a subsequent act, which would have originally constituted a violation, from having the effect of an original violation.

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