LIMITED WARRANTIES; EXCLUSIVE REMEDIES Sample Clauses

LIMITED WARRANTIES; EXCLUSIVE REMEDIES. Seller warrants to Buyer that Standard Products (i) are, at the time of Delivery, free from material defects in materials and workmanship and (ii) will, for a period of one year following Delivery, materially conform to the Specifications. This warranty does not apply to Die, Wafers, and Special Products or to Products that Seller determines: (i) is in other than its original condition or (ii) has been subjected to Unauthorized Uses under Section 13. Seller’s sole and exclusive liability and Buyer’s sole and exclusive remedy will be for Seller (at Seller’s option and conditioned upon Buyer’s compliance with the requirements of this Section) as to the affected Products: (i) to refund the purchase price paid; (ii) to deliver to Buyer a replacement. This warranty and any remedy extend to Buyer only and Seller has no liability to any of Buyer’s Customers, users or any other third party. Except for this limited warranty, Seller makes no other warranty and disclaims all other warranties or liabilities as to any Product, Software or IP, whether express, implied, statutory, or otherwise, including all warranties of merchantability, fitness for a particular purpose, title, ownership, non-infringement, and non-misappropriation. Special Products, labeling on Products and packaging that are intended solely for compliance with applicable law, and all Software are provided “as is” and without any warranty of any kind. The warranty obligations of Seller and the remedies of Buyer set out in this Section 11 are the sole and exclusive obligations of Seller and the sole and exclusive remedies of Buyer for all Claims and other liabilities arising out of or in connection with any warranty, nonconformance, failure, defect or breach of warranty. No obligation or liability will arise out of Seller’s rendering of advice or service in connection with Buyer’s purchase of the Products or any repair or replacement of a Product. No warranties will apply after the one- year period. Seller does not offer any warranties of any kind, and expressly disclaims all implied warranties, on services provided by Seller which are ancillary to the purchase of Products by Buyer including, but not limited to, software modifications, board-level designs, and reviews of Buyer’s products or designs. Buyer is solely responsible for complete and thorough testing of Buyer’s hardware and software and their interaction with the Products even if Seller has advised or assisted Buyer with such or testing. Seller...
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LIMITED WARRANTIES; EXCLUSIVE REMEDIES. 11.1. Forsta warrants that (i) the Software and Service will perform during the Term substantially in accordance with the specifications set forth in the applicable Documentation at any time; (ii) it shall provide the Service as defined in the Service Level Agreement; (iii) any Additional Services provided under this Agreement will be performed using Personnel of required skill, experience and qualifications and in a professional and workmanlike manner and in accordance with generally accepted industry practices and performance standards; and (iv) the Service shall not cause or occasion the introduction of Malicious Code to Client provided that Forsta shall not be liable in circumstances where: (x) Client, Client Affiliates, or Contractors introduce or contribute to the introduction of Malicious Code into the Service; or (y) the introduction of Malicious Code could not have been prevented notwithstanding Forsta’s timely deployment of industry standard anti-virus software, such as in the instance of zero day vulnerabilities (“The Limited Warranty”). In the event of a breach of the Limited Warranty, Client’s and Client Affiliates’ sole remedy and Forsta’s sole obligation is that Forsta shall make commercially reasonable efforts to restore the Service to the contracted level; provided Forsta receives written notice from Client, invoking the breach of the Limited Warranty, as provided in Section 11.2, below. If Forsta is unable to restore the Service within a reasonable time or at a reasonable cost, either Forsta or Client may terminate this Agreement in writing, and in such case Forsta will refund a pro rata share of the unused portion of the Access and Use Fees Client has pre-paid to Forsta under this Agreement and with no continuing obligation for the fees owed thereafter in the event of a multi-year Term.
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LIMITED WARRANTIES; EXCLUSIVE REMEDIES. M & A Technology warrants that for one (1) year from the date of delivery to Licensee, the Software will substantially operate as described in the applicable documentation. M & A Technology does not warrant: (a) Software will meet Licensee’s requirements; (b) Software will operate in combinations that Licensee selects for use; (c) operation of Software will be uninterrupted or error-free; or (d) all program errors will be corrected. To the extent permitted by law, there are no other express or implied warranties or conditions, including warranties or conditions of merchantability, satisfactory quality, fitness for a particular purpose, or manufacturer’s warranties. Nothing herein will limit M & A Technology’s obligations to indemnify for infringement.
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LIMITED WARRANTIES; EXCLUSIVE REMEDIES 
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Related to LIMITED WARRANTIES; EXCLUSIVE REMEDIES

  • Representations Warranties Exclusive Remedies and Disclaimers 10. Mutual Indemnification

  • WARRANTIES, DISCLAIMERS AND EXCLUSIVE REMEDIES 6.1 Each party represents that it has validly entered into this Agreement and that it has the power and authority to do so. We warrant that during the Services Period we will perform the Services using commercially reasonable care and skill in all material respects as described in the Service Specifications. If the Services provided to You were not performed as warranted, You must promptly provide us with a written notice that describes the deficiency in the Services (including, as applicable, the service request number notifying us of the deficiency in the Services).

  • Limited Warranties and Remedies (1) Online Services. Microsoft warrants that each Online Service will perform in accordance with the applicable SLA during Customer’s use. Customer’s remedies for breach of this warranty are described in the SLA.

  • 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.

  • Disclaimer of Implied Warranties The warranty set forth herein is in lieu of, and ‘Reseller’ expressly disclaims all other product warranties of any kind whatsoever whether express, implied, statutory, arising by course of dealing or performance, custom, usage in the trade or otherwise, any warranty of merchantability, or fitness for a particular purpose, and in any event no such implied warranty has applicability beyond the time period covered by this warranty.

  • Warranties and Remedies The Supplier warrants that for a period of 12 months after acceptance of the Goods: a) the Goods are of good quality and free from defects in design and workmanship, b) the Goods are manufactured with only new and unused materials; c) the Goods correspond exactly with the requirements of the Agreement and the reasonable expectations of Sioux regarding the characteristics, quality and reliability of the Goods. In the event of a breach of warranty the Supplier shall, during the warranty period, repair or replace, at Sioux’ discretion, the defective Goods free of charge. Sioux shall notify the Supplier of a warranty issue as soon as possible, and at least within 14 calendar days of discovery of the defect, in writing. Goods repaired or replaced within the warranty period, assume the remainder of the original warranty period, or are warranted for a 6 months period, whichever period is longer. Defects caused by unauthorized modifications, use or improper installation of the Goods by, or on behalf of Sioux shall not be considered a breach of warranty. The Supplier warrants that it performs Services using the duty of care as set out in article 3 and according to the description (including any completion criteria) stated in the PO. The remedy for breach of the warranty for Services shall be re-performance by the Supplier, without charge, of the defective part of the Services. The Supplier warrants it shall comply with all privacy and data protection laws and regulations applicable to its Services or Goods.

  • Non-Exclusive Remedies The remedies provided for in this Section 7 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Indemnified Person at law or in equity.

  • Exclusion of Implied Warranties etc This Agreement expressly excludes any warranty, condition or other undertaking implied at law or by custom or otherwise arising out of any other agreement between the Parties and any representation by any Party not contained in a binding legal agreement executed by the Parties.

  • 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.

  • Sole and Exclusive Remedy Except in the event of fraud or any Willful Breach of any representation, warranty or covenant or agreement contained herein, if this Agreement is validly terminated pursuant to Section 8.1, Parent’s receipt of the Termination Fee to the extent owed pursuant to Section 8.3(b) and any amounts owed pursuant to Section 8.3(d), and Parent’s right to seek specific performance pursuant to Section 9.10 (subject to the limitations set forth in Section 9.10), will be the sole and exclusive remedies of Parent and Merger Sub against (A) the Company and its Subsidiaries; and (B) the former, current and future holders of any equity, controlling persons, Representatives, Affiliates, members, managers, general or limited partners, stockholders, directors, officers, employees, agents, attorneys and assignees of each of the Company, its Subsidiaries and each of their respective Affiliates and former, current and future holders of any equity, controlling persons, Representatives, Affiliates, members, managers, general or limited partners, stockholders, directors, officers, employees, agents, attorneys and assignees of each of the foregoing (the Persons in clauses (A) and (B) collectively, the “Company Related Parties”) in respect of this Agreement and the Transactions. Except in the event of fraud or any Willful Breach of any representation, warranty or covenant or agreement contained herein, upon payment of the Termination Fee to Parent or its designee, none of the Company Related Parties will have any further monetary liability or obligation to (A) Parent or Merger Sub; or (B) the former, current and future direct or indirect holders of any equity, controlling persons, Representatives, Affiliates (other than Parent or Merger Sub), members, managers, general or limited partners, stockholders and assignees of each of Parent and Merger Sub (the Persons in clauses (A) and (B) collectively, the “Parent Related Parties”) relating to or arising out of this Agreement or the Transactions (except that the Company and its Subsidiaries (or their Affiliates) will remain obligated with respect to, and Parent and Merger Sub may be entitled to remedies with respect to, the Confidentiality Agreement, Section 8.3(a) (with respect to the expenses of the Company) and Section 8.3(d), as applicable.

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