Remedies and Limitation of Liability. 6.1 In the event that any Service performed by Provider hereunder is not performed in accordance with the provisions of Article 1, Recipient’s sole remedy shall be, at the election of Recipient either (i) to require Provider to re-perform such Service in accordance with Article 1 without obligation on the part of Recipient to make payment for such performance, (ii) to provide Recipient with a credit in an equivalent amount towards the future purchase of Services, as contemplated by this Services Agreement, or (iii) to require Provider to pay the cost of replacing such Services with a third-party provider, and Provider shall not be liable for any other loss or damage on account of the performance of any Service.
6.2 IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, COLLATERAL, INCIDENTAL OR PUNITIVE DAMAGES OR LOST PROFITS OR FAILURE TO REALIZE EXPECTED SAVINGS OR OTHER COMMERCIAL OR ECONOMIC LOSS OF ANY KIND, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE) ARISING IN ANY WAY OUT OF THIS SERVICES AGREEMENT, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES; PROVIDED, HOWEVER, THAT THE FOREGOING LIMITATIONS SHALL NOT LIMIT EITHER PARTY’S INDEMNIFICATION OBLIGATIONS FOR LIABILITIES WITH RESPECT TO THIRD PARTY CLAIMS, AS SET FORTH IN ARTICLE 7.
6.3 In no event, whether as a result of breach of contract, indemnity, warranty, tort (including negligence), strict liability, or otherwise, shall either Party’s liability to the other Party for any loss or damage arising out of, or resulting from, this Services Agreement or the furnishing of Services hereunder, in any month exceed three times the monthly price of the specific Service which gives rise to the claim for such month.
Remedies and Limitation of Liability. 11.1 Nortel shall have the right to suspend its performance by written notice to Buyer and forthwith remove and take possession of all Products that shall have been delivered to Buyer, if, prior to payment to Nortel of any amounts due pursuant to this Agreement with respect to such Products, Buyer shall (a) become insolvent or bankrupt or cease, be unable, or admit in writing its inability, to pay all debts as they mature, or make a general assignment for the benefit of, or enter into any arrangement with, creditors, (b) authorize, apply for, or consent to the appointment of, a receiver, trustee, or liquidator of all or a substantial part of its assets or have proceedings seeking such appointment commenced against it which are not terminated within ninety (90) days of such commencement, or (c) file a voluntary petition under any bankruptcy or insolvency law or under the reorganization or arrangement provisions of the United States Bankruptcy Code or any similar law of any jurisdiction or have proceedings under any such law instituted against it which are not terminated within ninety (90) days of such commencement.
11.2 In the event of any material breach of this Agreement which shall continue for thirty (30) or more days after written notice of such breach (including a reasonably detailed statement of the nature of such breach) shall have been given to the breaching party by the aggrieved party, the aggrieved party shall be entitled at its option to avail itself of any and all remedies available at law or equity, except as otherwise provided in this Agreement.
Remedies and Limitation of Liability. In the event Buyer claims Seller has breached any of its obligations under this contract, whether of warranty or otherwise, Seller may request the return of the goods and tender to Buyer the purchase price previously paid by Buyer, and in such event, Seller shall have no further obligation under the contract except to refund such purchase price upon redelivery of the goods. No goods may be returned without Seller's written request. If Seller requests the return of the goods, the goods will be redelivered to Seller at Buyer's expense by lowest cost mode of transportation unless otherwise authorized in writing by Seller. Seller reserves the right to inspect any claimed defect, repair defective goods or install replacement parts, and perform any adjustment incident to satisfactory operation of the goods. In the event Buyer claims Seller has breached any of its obligations under the contract, whether of warranty or otherwise, and Seller has not delivered any goods to Buyer, Seller may tender to Buyer the purchase price previously paid by Buyer, and, in such event, Seller shall have no further obligation under the contract except to refund such purchase price previously paid by Buyer. The remedies contained in this and the preceding paragraph shall constitute the sole recourse of Buyer against Seller for breach of any of Seller's obligations under the contract, whether of warranty or otherwise. In no event shall Seller be liable for incidental, consequential or special damages, including without limitation, lost revenues, lost profits, recall expenses, or line down time of Buyer or Buyer's customer or a customer remote to Buyer, nor shall Seller's liability on any claim for damages arising out of or connected with the contract or the manufacture, sale, delivery or use of the goods exceed the purchase price of the goods previously paid by Buyer to Seller. Any warranty rights which Seller may have relating to any goods provided by other suppliers will be assigned to Buyer upon request. Seller shall not be liable for failure to perform its obligations under the contract resulting directly or indirectly from circumstances beyond Seller's reasonable control.
Remedies and Limitation of Liability. 12.1. Nothing contained in this Agreement shall limit any remedies which GMV may have for default by You. You understand and agree that this Agreement creates a confidential relationship between the Parties upon which GMV is relying, and that violation of your obligations pursuant to this Agreement may cause GMV irreparable harm and damage, which may not be recovered at law. You agree that GMV’s remedies for breach of the terms of this Agreement shall include injunctive relief and any other relief available, whether at law or in equity.
12.2. The total liability of GMV and its employees, in contract, tort, or otherwise (including negligence, warranty, indemnity, and strict liability) howsoever arising from, or in connection with, this Agreement and/or your use of the Software shall be limited to the Price paid to GMV by You in connection with this Agreement.
Remedies and Limitation of Liability a) The Company stipulates that the remedies at law of the Holder in the event of any default or threatened default by the Company in the performance of or compliance with any of the terms of this Warrant are not and will not be adequate, and that such terms may be specifically enforced by a decree for the specific performance of any agreement contained herein or by an injunction against a violation of any of the terms hereof or otherwise.
b) No provision hereof, in the absence of affirmative action by the Holder to purchase Common Stock upon the exercise of this Warrant, and no enumeration of the rights or privileges of the Holder, shall give rise to any liability of any Holder of this Warrant for the Warrant Price or any other amounts.
Remedies and Limitation of Liability. 9.1. In the event of a breach of the Performance Warranty under Section 8.1, Smarsh shall use commercially reasonable efforts to provide Client with an error correction or work-around that corrects the reported non-conformity. The foregoing represents Client’s sole remedy for any breach of the Performance Warranty.
9.2. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER, OR TO ANY THIRD PARTY, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS), ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE OR WHETHER THE PARTY HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. XXXXXX’X AGGREGATE LIABILITY HEREUNDER FOR ALL DAMAGES ARISING UNDER OR RELATING TO THE PROVISION OF SERVICES, NOTWITHSTANDING THE FORM (E.G., CONTRACT, TORT, OR OTHERWISE) IN WHICH ANY ACTION IS BROUGHT, SHALL BE LIMITED TO THE TOTAL AMOUNT OF REGULAR MONTHLY FEES ACTUALLY RECEIVED BY SMARSH FROM CLIENT FOR THE APPLICABLE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THE MONTH IN WHICH THE INCIDENT CAUSING THE DAMAGES AROSE. THE LIMITATION ON LIABILITY SET FORTH ABOVE IS CUMULATIVE; ALL PAYMENTS MADE FOR ALL CLAIMS AND DAMAGES SHALL BE AGGREGATED, TO DETERMINE IF THE LIMIT HAS BEEN REACHED.
9.3. THE ABOVE LIMITATIONS OF LIABILITY REFLECT AN ALLOCATION OF RISK BETWEEN THE PARTIES IN VIEW OF THE FAVORABLE FEES BEING CHARGED BY SMARSH RELATIVE TO THE SERVICES DESCRIBED HEREIN, AND ARE MATERIAL TERMS HEREOF. THE FOREGOING EXCLUSIONS/LIMITATIONS OF LIABILITY SHALL NOT APPLY (1) TO PERSONAL INJURY OR DEATH CAUSED BY XXXXXX’X XXXXX NEGLIGENCE; (2) FOR FRAUD; (3) FOR ANY OTHER MATTER FOR WHICH LIABILITY CANNOT BE EXCLUDED BY LAW.
Remedies and Limitation of Liability. In the event of material error by Vanderbilt in providing Products, Vanderbilt’s sole and exclusive liability to Purchaser and Purchaser’s sole and exclusive remedy for claims hereunder shall be replacement of non-conforming Products or refund of the related fees. IN NO EVENT WILL VANDERBILT BE RESPONSIBLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER TORT OR THEORY. Export Control: Vanderbilt will not accept export-controlled materials or technical information under this Agreement. Purchaser warrants that materials and technical information provided to Vanderbilt are not subject to any restrictions under U.S. Export Control laws.
Remedies and Limitation of Liability. Any claim alleging a breach of this warranty shall be submitted in writing within two (2) calendar months after such breach is, or reasonably should have been, discovered, and shall be accompanied by a sample of the product which allegedly breached the warranty, a copy of the invoice with the distributor or retailer stamp, the manufacturer serial number and one or more photographs and an accurate description of the defect detected. If a complaint is not made in time, Kährs warranty obligation lapses. The Manufacturer shall be entitled to investigate and confirm any claimed warranty breach, prior to agreeing any solution of the alleged claim.
Remedies and Limitation of Liability. 16.1 In the event of a breach of this Agreement by a Party, the other Party to this Agreement shall be entitled to pursue any remedy at law or in equity that any non-breaching Party would have against the breaching Party.
16.2 UNLESS EXPRESSLY STATED IN THIS AGREEMENT UNDER ARTICLE 10 OR 11, AND EXCEPT FOR A BREACH OF CONFIDENTIALITY, UNDER NO CIRCUMSTANCES WILL ANY PARTY TO THIS AGREEMENT, OR ANY SUBSIDIARY OF A PARTY, SEEK OR BE LIABLE FOR LOSS OF DATA, REPROCUREMENT COSTS, LOST REVENUE OR PROFITS, OR FOR ANY OTHER SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, EVEN IF THEY WERE FORESEEABLE OR A PARTY HAS INFORMED ANOTHER OF THE POTENTIAL FOR SUCH DAMAGES. EXCEPT FOR A BREACH OF CONFIDENTIALITY, EACH PARTY’S TOTAL LIABILITY OF ANY KIND UNDER THIS AGREEMENT SHALL BE LIMITED
(I) PER DAMAGE EVENT TO [***] This limitation will apply regardless of the form of action (i.e., whether the mediation, arbitration, lawsuit or claim is in contract or in tort, including negligence).
Remedies and Limitation of Liability. 9.1 In no event will either party be liable to the other, or to any third party, for any special, indirect, incidental, punitive, exemplary or consequential damages (including loss of use, data, business or profits), arising out of or in connection with the services, whether based on breach of contract, breach of warranty, tort (including negligence), or otherwise, regardless of whether such damage was foreseeable or whether the party had been advised of the possibility of such damage. alpha’s aggregate liability hereunder for all damages arising under or relating to the provision of services, notwithstanding the form (e.g., contract, tort, or otherwise) in which any action is brought, shall be limited to the total amount of regular monthly fees actually received by alpha from reseller for the applicable services in the monthly period preceding the month in which the incident causing the damages arose. the limitation on liability set forth above is cumulative; all payments made for all claims and damages shall be aggregated, to determine if the limit has been reached. the above limitations of liability reflect an allocation of risk between the parties in view of the favorable fees being charged by Alpha relative to the services described herein, and are material terms hereof.
