Limitations and Remedies Sample Clauses

Limitations and Remedies. A. At the Elementary grade levels, class size shall not exceed Twenty-five (25) pupils to one (25:1) certificated/licensed staff member. 1. Additional teacher(s) will be hired and homeroom(s) established within eight (8) weeks of overage occurring at the elementary grade levels if the enrollment numbers exceed twenty-five (25) pupils to one (25:1) certificated/licensed staff member. If classroom space is not available in the building without displacing another certificated/licensed staff member from his/her classroom, the Superintendent and Association President shall meet with the teacher(s) affected and the building principal to review other possible solutions, and may enter into a memorandum of understanding to address the solution. 2. If, after the fifth week of school, the class size exceeds the above limit for the elementary levels, an aide will be hired at the affected grade level, and after the seventh week each affected homeroom teacher will receive a stipend of two hundred dollars ($200) per student for the twenty-sixth (26th) student, two hundred fifty dollars ($250) for the twenty-seventh (27th) student per semester, and three hundred dollars ($300) for the twenty eighth (28th) student per semester. At no time shall any class size exceed twenty eight (28) students. 3. If the class size exceeds the above limit for the elementary levels after November 1, additional teacher(s) will not be hired, and each affected homeroom teacher will continue to receive a stipend as specified above in Section 15.02(A)(2). 4. Teachers employed to reduce class size after the Friday before opening day will be automatically non-renewed at the conclusion of the school year and will not be entitled to any re-employment rights provided other teachers under this contract. 5. To avoid delay in employing additional teacher(s) under this section of the contract, all posting requirements are waived. B. In grades five (5) through twelve (12), class size shall not exceed twenty-seven (27) pupils to one (27:1) certificated/licensed teacher except as indicated in 1. and 2. below. Class size shall be computed for each class section/period. 1. Study halls, bands, and choirs are excluded from the class size limitations at the middle school and high school. 2. Class size for physical education classes shall not exceed thirty-two (32) to one (32:1) certificated/licensed staff member. For each student exceeding the class size in a physical education class, a stipend of two hundred-fif...
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Limitations and Remedies. (a) No amount shall be payable in indemnification under this Article X in respect of any claim based on the representations and warranties of Sellers or Purchaser, as the case may be, set forth herein (each a “Warranty Claim”), unless the aggregate amount of Damages in respect of which Sellers or Purchaser, respectively, would be liable under this Article X, in each case in respect of all Warranty Claims against Sellers or Purchaser, as the case may be, exceeds, in the aggregate, One Million and No/100 ($1,000,000) Dollars, and then only to the extent such Damages exceed such amount. In addition, (i) no claim for indemnification shall be asserted with respect to any single Warranty Claim for Damages in an amount less than Ten Thousand and No/100 ($10,000) Dollars (it being understood that all Damages arising from the same operative facts and circumstances shall be deemed a single aggregate claim and that no such claim shall be considered for the purpose of determining the amount set forth in the first sentence of this Section 10.5(a)); and (ii) no claim for indemnification under this Article X in respect of any Warranty Claim shall first be asserted after the expiration of the applicable survival period referred to in Section 10.1 hereof. Notwithstanding the foregoing, the limitations set forth in this Section 10.5(a) shall not apply to any claim based on the representations and warranties set forth in Sections 4.19 or 5.6 hereof or any claim based on breaches of representations and warranties of which a party had Knowledge or claims based on any intentional breach of any covenant or warranty. (b) The maximum amount of Damages for which Sellers may be liable under this Article X shall be an amount equal to $30,000,000. (c) In any case where an Indemnified Party recovers from third parties all or any part of any amount paid to it by an Indemnifying Party pursuant to this Article X, such Indemnified Party shall promptly pay over to the Indemnifying Party the amount so recovered, but not in excess of any amount previously so paid by the Indemnifying Party. (d) The Indemnified Party shall be obligated to use its reasonable best efforts to mitigate its Damages prior to collecting an indemnification payment under this Article X. (e) No party shall have any obligation to indemnify or hold harmless any Person for any consequential Damages arising out of any interruption of business, loss of profits, loss of use of facilities or loss of goodwill.
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Limitations and Remedies. (a) Except as set forth in Section 7(a) above, and Sections 8(a)(1), 8(a)(2), 8(a)(3), and 10 below, Muse Technologies, Inc. shall not be held to any liability with respect to any claim by LICENSEE or any third party on account of or arising from the use of the Software. In no event shall Muse Technologies, Inc. be liable for indirect, incidental, special or consequential damages arising out of this Agreement or its existence, furnishing, functioning, or the LICENSEE's use of the Software (even if Muse Technologies, Inc. has been advised of the possibility of such damages). (1) Muse Technologies, Inc. warrants that it will undertake to investigate and attempt to correct any significant malfunction in the Software reported by LICENSEE in accordance with the provisions contained in Section (a), above. (2) During such period, Muse Technologies, Inc. will replace any defective media on which the Software has been furnished. (3) Muse Technologies, Inc. will, in its sole discretion and at its own expense, either procure for LICENSEE the right to continue using the Software, replace it with a non-infringing product providing substantially the same capabilities or remove it and refund an equitable portion of the payment therefore. (b) No action, regardless of form, arising out of this Agreement may be brought by either party more than two (2) years after the cause of action has arisen or in the case of an action for nonpayment, more than two (2) years from the date the last payment was due.
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Limitations and Remedies. 12.1 In no event will either party be liable for any lost profits, lost savings, incidental damages or other economic consequential damages, even if advised of the possibility of such damages. In addition, neither party will be liable for any damages claimed by the other party based on any third party claim, except as provided in section 11.0 above, other than claims for infringement of patents, copyrights or other intellectual property rights. 12.2 It is agreed that IBM's liability shall be unlimited for copyright infringement. In all other cases direct damages shall be limited to $100,000 (one hundred thousand US dollars). 12.3 It is agreed that Level 8's liability shall be unlimited for copyright infringement. In all other cases direct damages shall be limited to $100,000 (one hundred thousand US dollars).
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Limitations and Remedies. There is NO WARRANTY in cases of damage in transit, negligence, abuse, abnormal usage, misuse, accidents, normal wear and tear, damage due to environmental or natural elements, failure to follow ResinLab's instructions or improper installation, storage or maintenance. ResinLab makes NO WARRANTY regarding Product compliance with Buyer's or its representative's needs, specifications, instructions or requirements. Xxxxx must make claims for defects in writing within 10 days after discovery of such defects. Buyer's failure to make such claim within the warranty period and within 10 days after discovering a defect shall constitute Buyer's irrevocable acceptance of the Products and Buyer's acknowledgement that the Products fully comply with the terms and conditions of this Agreement. ResinLab may require Buyer to return to ResinLab all Products subject to the claim. ResinLab shall repair or replace, at its expense, any covered Products proved to ResinLab's reasonable satisfaction to be defective within the warranty period. Such warranty satisfaction shall be available only if: (i) ResinLab is notified in writing within 10 days after discovery of an alleged defect; (ii) the defect has not been caused by Buyer's misuse, neglect or alteration or by physical environment; and (iii) the manufacturer's shelf life of the Product (as indicated on the Product packaging) has not expired when the alleged defect is discovered. RESINLAB'S SOLE OBLIGATION AND BUYER'S EXCLUSIVE REMEDY HEREUNDER SHALL BE LIMITED TO REPAIR OR REPLACEMENT OF DEFECTIVE PRODUCTS DETERMINED BY RESINLAB IN ITS REASONABLE DISCRETION TO BE COVERED BY THIS LIMITED WARRANTY. Notice of any warranty claim or request for warranty service should be sent to ResinLab at the following address: ResinLab Corporation, W129 N10825 Xxxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxxxx 00000, Attention: Customer Service. Any assistance ResinLab provides to or procures for Buyer outside the terms, limitations or exclusions of this warranty will not constitute a waiver of the terms, limitations or exclusions of this limited warranty, nor will such assistance extend or revive the warranty. ResinLab will not reimburse Buyer for any expenses incurred by Buyer in repairing, correcting or replacing any defective Products, except for those incurred with ResinLab's prior written permission. This warranty gives Buyer specific legal rights, and Buyer may also have other rights which vary from state to state.
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Limitations and Remedies. In the event of a finally adjudicated claim by any third party that the Software infringes any U.S. patent, trademark or copyright, Kestrel shall, in its sole discretion and at its sole expense, either (i) procure for Licensee the right from such third party to permit Licensee to continue using the software; (ii) replace or modify the Software such that it is non- infringing; or (iii) if the options described in (i) and (ii) are not feasible, terminate this Agreement and refund to Licensee all amounts paid by Licensee to Kestrel for the Software, depreciated at the rate of thirty-three and thirty-three hundredths percent (33.33%) of the total amount per month from the date of last invoice. This schedule is attached to and becomes, upon execution of the Reference Agreement, a part of the Kestrel Software License Agreement between such Parties, dated per the terms of the Reference Agreement and sets forth the specific terms and conditions relating to the Licensed Software listed below. FIST solution suite comprising: Gather Application and access to Kestrel Operated FusionPortal portal accounts – for base version 1030 plus appropriate revisions and versions. This is not a source code license. Viewing of source code other than as incidentally required for backups and reloads is prohibited. Backups, reloads and other related maintenance activities will be by schedule and approved in writing by Kestrel.
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Limitations and Remedies. You will indemnify and defend MSB against any third-party claims (including without limitation any discovery requests, costs or other liabilities) arising out of or related to your breach of this Agreement, or any transaction, business practice or policy, by You beyond MSB's control. IN NO EVENT WILL MSB OR ITS INTEGRATORS BE LIABLE TO YOU FOR ANY DIRECT OR INDIRECT DAMAGES, INCLUDING ANY LOST PROFITS, LOST SAVINGS OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF YOUR USE OF THE SOFTWARE, EVEN IF MSB OR AN AUTHORIZED MSB INTEGRATOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Some states do not allow the exclusion or limitation or indirect, special or consequential damages, so the above limitation may not apply to You, in which case, MSB's liability to You will be limited to fees paid for the three (3) months prior to the claim.
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Limitations and Remedies 
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Related to Limitations and Remedies

  • Limitations on Remedies 7.1 IN NO EVENT WHATSOEVER SHALL SELLER OR ANY OF THE TEKNI-PLEX COMPANIES OR ANY OF ITS OR THEIR EMPLOYEES, AGENTS OR SUPPLIERS HAVE ANY LIABILITY, WHETHER BASED ON BREACH OF CONTRACT, WARRANTY, BREACH OF STATUTORY DUTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE, IN AN AMOUNT IN EXCESS OF THE AMOUNT ACTUALLY RECEIVED BY SELLER FROM BUYER AS PURCHASE PRICE FOR THE PRODUCTS OR SERVICES WHICH ARE THE SUBJECT OF A CLAIM OR SERIES OF RELATED CLAIMS. IN NO EVENT WHATSOEVER SHALL SELLER OR ANY OF ITS EMPLOYEES, AGENTS OR SUPPLIERS HAVE ANY LIABILITY FOR ANY: LOSS OF INCOME; LOSS OF ACTUAL OR ANTICIPATED PROFITS; LOSS OF BUSINESS; LOSS OF CONTRACTS; LOSS OF GOODWILL OR REPUTATION; LOSS OF ANTICIPATED SAVINGS; LOSS OF, DAMAGE TO OR CORRUPTION OF DATA; BUYER’S ATTORNEY FEES OR ANY OTHER TYPE OF LUCRUM CESSANS; ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, STATUTORY, PUNITIVE OR EXEMPLARY DAMAGES, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING BUT NOT LIMITED TO ANY DAMAGES ARISING FROM OR RELATING TO ANY INJURY TO PERSONS; LOSS OF VALUE OR USE (INCLUDING WITHOUT LIMITATION, DIMINUTION IN VALUE OR STIGMA DAMAGES); LOSS OF ANTICIPATED REVENUE OR PROFIT; COST OF CAPITAL; DAMAGE TO OR LOSS OF OTHER PROPERTY OR EQUIPMENT; CLAIMS MADE BY END-USERS; OR COST OF SUBSTITUTE SUPPLIES, FACILITIES OR SERVICES, WHETHER BASED IN TORT, CONTRACT, BREACH OF STATUTORY DUTY, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY. 7.2 Without prejudice to any other provisions of this Agreement (including, but not limited to Section

  • Waivers and Remedies The waiver by any of the parties hereto of any other party's prompt and complete performance, or breach or violation, of any provision of this Agreement shall not operate nor be construed as a waiver of any subsequent breach or violation, and the waiver by any of the parties hereto to exercise any right or remedy which it may possess hereunder shall not operate nor be construed as a bar to the exercise of such right or remedy by such party upon the occurrence of any subsequent breach or violation.

  • Liability and Remedies Compliance with the insurance requirements of this Charter shall not limit the liability of the School, its subcontractors, its sub-subcontractors, its employees or its agents to the Sponsor or others. Any remedy provided to the Sponsor or its members, officers, employees, or agents by the insurance shall be in addition to and not in lieu of any other remedy available under the Charter or otherwise.

  • Termination and Remedies (a) In the event that the Purchaser defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement, or assigns this Agreement without the Vendor’s consent, the Purchaser’s Deposit (including any portion of the Deposit bonded by the Purchaser under the terms of this Agreement) shall immediately be forfeited to the Vendor. Such forfeiture shall not be deemed to be liquidated damages, and shall not preclude further claims by the Vendor against the Purchaser for any and all remedies available at law and at equity, including but not limited to damages arising from the Purchaser’s breach and/or specific performance. (b) In the event that the Purchaser defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement and the Purchaser’s Deposit (including any portion of the Deposit bonded by the Purchaser under the terms of this Agreement) is forfeited to the Vendor, the Vendor’s damages arising from the Purchaser’s breach shall be deemed to be at least equal to the forfeited Deposit without restricting the right of the Vendor to xxx for additional damages and/or specific performance. (c) In the event that the Purchaser defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement and the Vendor takes steps to enforce the terms and conditions of this Purchase Agreement, or commences or defends any action for the judicial interpretation, enforcement, termination, cancellation or rescission hereof or for damages for the breach hereof, the Vendor, in the event it is successful in such action, shall be entitled to solicitor and client costs on a full indemnity basis. (d) In the event that the Vendor, in its sole discretion, determines that the Purchaser is behaving in an unreasonable, disruptive or unruly manner either by action or inaction, or that the Vendor cannot meet the expectations of the Purchaser, the Vendor may unilaterally terminate this Purchase Agreement. In the event that the Vendor is unable to perform the scope of work as specified in this Purchase Agreement for reasons beyond the control of the Vendor, the Vendor may terminate this Purchase Agreement. Upon termination of this Purchase Agreement pursuant to this subclause, the Vendor will return all Deposits to the Purchaser, without interest, after deducting any reasonable and necessary expenses incurred by the Vendor prior to cancellation, including, but not limited to, taxes, utilities, interest and other carrying costs. (e) In the event that the Vendor defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement, then the Deposit paid by the Purchaser under the terms of this Purchase Agreement, together with any accrued interest thereon, will be paid by the Vendor to the Purchaser and the Purchaser will have no further claim against the Vendor.

  • Breach and Remedies If Seller discovers or is notified of a security breach or potential security breach based on the restrictions contained in this article (“Security Breach”), Seller immediately shall: (i) cease access to any Proprietary Information and Materials that are the subject of the Security Breach and shall not review any Unauthorized Proprietary Information and Materials; (ii) provide notice to Buyer, including notice of the materials involved in the Security Breach, by sending notice to xxxxx@xxxxxx.xxx and to Buyer’s Authorized Procurement Representative for this Contract; and (iii) assist Xxxxx in investigating, remedying, and taking any other action Buyer deems necessary to address such Security Breach, including related to any dispute, inquiry, or claim related to such Security Breach. Seller agrees to permit Buyer to review its security control procedures and practices via physical or electronic access by Buyer, including access to Seller facilities in which such systems are located, as well as any and all premises where maintenance, storage or backup activities are performed. Any material breach of this article by Seller may be considered a default for which Buyer may suspend Electronic Access and/or cancel this Contract, and any other contracts between Buyer and Seller, in accordance with the "Cancellation for Default" article of this Contract. Further, Seller acknowledges that any attempts by Seller or any Seller Personnel to circumvent any security measures designed to prevent unauthorized access to the Boeing Systems may be subject to criminal or civil penalties under the U.S. Federal Computer Fraud and Abuse Act and other applicable laws and regulations.

  • Waiver and Remedies The parties may (a) extend the time for performance of any of the obligations or other acts of any other party to this Agreement, (b) waive any inaccuracies in the representations and warranties of any other party to this Agreement contained in this Agreement or in any certificate, instrument or document delivered pursuant to this Agreement or (c) waive compliance with any of the covenants, agreements or conditions for the benefit of such party contained in this Agreement. Any such extension or waiver by any party to this Agreement will be valid only if set forth in a written document signed on behalf of the party or parties against whom the waiver or extension is to be effective. No extension or waiver will apply to any time for performance, inaccuracy in any representation or warranty, or noncompliance with any covenant, agreement or condition, as the case may be, other than that which is specified in the written extension or waiver. No failure or delay by any party in exercising any right or remedy under this Agreement or any of the documents delivered pursuant to this Agreement, and no course of dealing between the parties, operates as a waiver of such right or remedy, and no single or partial exercise of any such right or remedy precludes any other or further exercise of such right or remedy or the exercise of any other right or remedy. Any enumeration of a party’s rights and remedies in this Agreement is not intended to be exclusive, and a party’s rights and remedies are intended to be cumulative to the extent permitted by law and include any rights and remedies authorized in law or in equity.

  • Acceleration and Remedies Upon the acceleration of the obligations under the Credit Agreement pursuant to Section 8.1 thereof, the Obligations and, to the extent provided for under the Rate Management Transactions evidencing the same, the Rate Management Obligations, shall immediately become due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived, and the Agent may, with the concurrence or at the direction of the Required Secured Parties, exercise any or all of the following rights and remedies: 5.2.1 Those rights and remedies provided in this Security Agreement, the Credit Agreement, or any other Loan Document, provided that this Section 5.2.1 shall not be understood to limit any rights or remedies available to the Agent and the Lenders prior to a Default. 5.2.2 Those rights and remedies available to a secured party under the New York UCC (whether or not the New York UCC applies to the affected Collateral) or under any other applicable law (including, without limitation, any law governing the exercise of a bank's right of setoff or bankers' lien) when a debtor is in default under a security agreement. 5.2.3 Without notice except as specifically provided in Section 8.1 or elsewhere herein, sell, lease, assign, grant an option or options to purchase or otherwise dispose of the Collateral or any part thereof in one or more parcels at public or private sale, for cash, on credit or for future delivery, and upon such other terms as the Agent may deem commercially reasonable. The Agent, on behalf of the secured parties, may comply with any applicable state or federal law requirements in connection with a disposition of the Collateral and compliance will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral. If, after the Credit Agreement has terminated by its terms and all of the Obligations have been paid in full, there remain Rate Management Obligations outstanding, the Required Secured Parties may exercise the remedies provided in this Section 5.2 upon the occurrence of any event which would allow or require the termination or acceleration of any Rate Management Obligations pursuant to the terms of the agreement governing any Rate Management Transaction.

  • Limitation on Remedies In addition to any other limitation on remedies or limitations of liability set forth in our Terms of Service or in applicable law or regulations, the Company shall not be liable for any delay or failure to provide Service at any time or from time to time, or any interruption or degradation of Service quality that is caused by any of the following: (a) an act or omission of an underlying carrier, service provider, vendor or other third party; (b) equipment, network or facility failure, including failure caused by the loss of power; (c) equipment, network or facility upgrade or modification; (d) force majeure events such as (but not limited to) acts of God, acts of nature, strikes, fire, war, riot, acts of terrorism and government actions; (e) equipment or facility shortage; (f) equipment or facility relocation; (g) any act or omission by you or any person using your Service; (h) theft, fraud or abuse of Service; or (i) any other cause that is beyond the Company’s reasonable control. THE EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY FOR ANY CLAIM UNDER THIS AGREEMENT, INCLUDING FOR ANY EXPRESS OR IMPLIED WARRANTIES, IS LIMITED TO THE AMOUNT YOU PAID US FOR THE AFFECTED SERVICE OR FACILITIES, WHETHER SUCH CLAIM OR REMEDY IS SOUGHT IN CONTRACT OR TORT, INCLUDING NEGLIGENCE, STRICT LIABILITY OR OTHERWISE. TO THE EXTENT PERMITTED BY LAW, WE SHALL NOT BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL OR TREBLED OR ENHANCED DAMAGES, INCLUDING, BUT NOT LIMITED TO LOST PROFITS, LOST BUSINESS, OR OTHER COMMERCIAL OR ECONOMIC LOSS, WHETHER SUCH DAMAGES ARE CLAIMED FOR BREACH OF CONTRACT, NEGLIGENCE OR OTHERWISE AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

  • Defaults and Remedies Section 6.01.

  • Rights and Remedies Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

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