Remedies for Breach of Warranties. The Purchaser acknowledges that its sole remedy for a Warranty Claim is damages.
Remedies for Breach of Warranties. 45 16.12 Notice of Problem 45 16.13 Business Disruption 45 16.14 Duly Authorized 45 ARTICLE 17 INDEMNIFICATION 46 17.1 Losses Defined 46 17.2 Indemnification and Defense 46 17.3 Indemnity by Subcontractors 48 17.4 No Remedies Exclusive 49 ARTICLE 18 LIMITATIONS OF LIABILITY 49 18.1 Damages 49 18.2 No Consequential Damages 49 18.3 Exclusions 49 18.4 Further Exclusions 49 ARTICLE 19 INSURANCE AND FIDELITY BOND 50 19.1 Insurance 50 ARTICLE 20 DISPUTE RESOLUTION 51 20.1 General 51 20.2 Informal Dispute Resolution 52 20.3 Failure to Resolve Dispute 52 20.4 52 20.5 Continuity of Services 53 ARTICLE 21 COMPLIANCE WITH LAWS; STANDARD CLAUSES 53 21.1 Compliance with Laws and Regulations Generally 53 21.2 Agency’s Standard Terms 54 21.3 Liens 54 21.4 Xxxxxxxx-Xxxxx 55 21.5 International Considerations 56 21.6 Privacy Laws 57 ARTICLE 22 DEFINITIONS 57 ARTICLE 23 MISCELLANEOUS 59 23.1 Similar Services 59 23.2 Negotiated Terms 59 23.3 Modification of Agreement 60 23.4 Assignment 60 23.5 Subcontracting 60 23.6 Consents and Fees 61 23.7 Independent Provider 61 23.8 Governing Law, Jurisdiction and Service of Process 61 23.9 Validity 62 23.10 Remedies Cumulative 62 23.11 Notices 62 23.12 Entire Agreement 62 23.13 Waiver 62 23.14 Force Majeure 63 23.15 Publicity 63 23.16 The Agency Marks 63 23.17 Prohibited Solicitation 63 23.18 Covenant of Further Assurances 64 23.19 Prohibited Interests 64 23.20 Surviving Articles and Sections 65 23.21 Counterparts 65 23.22 New York State Executive Law Article 15-A 65 23.23 Equal Opportunity Requirements and Procedures. 66
Remedies for Breach of Warranties. During the Warranty Period, if Products do not comply with Section 9.1 (“Defective” or “Defective Products”), Seller shall, at Buyer’s sole discretion: (a) repair or replace Defective Products, or (b) credit or refund the Price of Defective Products paid by Buyer. Buyer shall ship Defective Products, at Seller’s expense and risk of loss to Seller. Seller shall promptly, at its expense and risk of loss, ship repaired or replaced Products to a location designated by Buyer. Seller shall be responsible for all associated documented costs, expenses and damages related to the Defective Products, including without limitation, inspection, sorting, repair, rework, or replacement of Defective Products and/or any system or component that incorporates Defective Products and charges flowing down to Buyer from its direct and indirect customers related to Defective Products. If Seller fails to promptly repair or replace Products, Buyer may do so and Seller shall reimburse Buyer for Buyer’s actual and reasonable expenses associated with procurement of the alternative replacement product.
Remedies for Breach of Warranties. Customer’s sole and exclusive remedy for breach of warranty under Section 10.1 (Mutual Warranty) shall be the right to terminate for breach under this Agreement. If Customer declares a breach of warranty under Section 10.2.1 or 10.2.2, then Customer’s remedy shall be for Hearsay to re-perform the non-conforming Services at no cost to Customer. If the foregoing remedy is not commercially reasonable at Hearsay’s reasonable determination, Hearsay may terminate the Agreement or the affected Order Form, and refund to Customer any un-earned, prepaid Subscription Fees paid by Customer for the non-conforming Services as of the effective date of termination.
Remedies for Breach of Warranties. During the Warranty Period, if Goods do not comply with the warranties in this Agreement (“Defective Goods”, in addition to other remedies available at law or in this Agreement, Seller shall, at Buyer's discretion: (a) repair or replace such Defective Goods; or (b) credit or refund the Price of such Defective Goods plus any inspection, test and transportation charges paid by Buyer, less any applicable discounts, rebates, or credits. Seller shall recover such goods within 48 hours as Buyer will not return non-compliant units to Seller. Buyer assumes no responsibility for the preservation of defective or otherwise not ordered Goods on behalf of the Seller.
Remedies for Breach of Warranties. (1) If any warranties stated in Section 9 above and Section 11 below should not be true and correct, Purchaser or at the discretion of Purchaser the Companies shall be compensated by the Sellers for the damage resulting therefrom. This applies, however, only if and to the extent that the damage resulting from such breach of warranties is not reserved for in the Effective Date Financial Statements . The Sellers' liability pursuant to this Section 10 and Section 11 below except for a breach of the representations and warranties in Section 9.1.2 and 9.1.3 shall not be joint and several (gesamtschuldnerisch) and each individual Seller's liability pursuant to this Section 10 and Section 11 below shall be pro rata limited to the proportion of the fixed capital quota of such individual Seller to the total fixed capital quota as specified above under Recital D. The maximum liability of each individual Seller under this Section 10 and Section 11 below shall be limited to the proportionate part of the Purchase Price to which such individual Seller is entitled pursuant to this Agreement.
(2) The Purchaser shall have warranty claims under para.
(1) above only if and to the extent that the aggregate claims exceed DM 200,000. A defect or a breach of a warranty or a situation serving as the factual basis for a claim under Section 9, 10 and 11 of this Agreement which were known to the Purchaser or the Guarantor or their professional advisors as of the date hereof, preclude the Purchaser from making a claim relating to such defect, breach or situation provided that in respect of the professional advisors such knowledge falls within the area of competence of such advisor.
(3) Claims for a breach of warranty under this Section shall become time-barred on March 31, 2000, except as otherwise provided in this Agreement and except with respect to any defects in the title to the Split Shares and the Family Partnership Interest. The rights of the Purchaser pursuant to Section 123, 476 and 826 BGB shall remain unaffected.
(4) Any other claims of whatsoever nature including for culpable breach of precontractual obligations (culpa in contrahendo) shall be excluded except in the event of gross negligence (grobe Fahrlassigkeit) or fraud (Vorsatz/Arglist). The xxxxx to rescind (Wandlung) or to reduce the Purchase Price (Minderung) is expressly excluded.
(5) The Sellers shall be given the right and opportunity to defend on behalf of the Purchaser and/or the Companies , at their own risk,...
Remedies for Breach of Warranties. During the Warranty Period, if Goods do not comply with the warranties in this Agreement, in addition to other remedies available at Law or in this Agreement, Seller shall, at Seller’s discretion, repair or replace such Defective Goods. For such Goods, Master Distributor shall ship, at Master Distributor’s expense and risk of loss, such allegedly Defective Goods to the nearest authorized Seller location (Hong Kong) and Seller will, at Seller’s expense and risk of loss, return any repaired or replaced Good to a location designated by Master Distributor in a timely manner.
Remedies for Breach of Warranties. Z-Tel, at no additional cost to MCI, shall, within fifteen (15) days after notice from MCI, correct or replace any Z-Tel Deliverable not in compliance with any of the warranties set forth in Section 4.2.2 above or otherwise remedy the breach, and as applicable redeliver the affected Z-Tel Deliverable while still providing the same functional capabilities and performance characteristics and otherwise complying with all of such warranties and the other requirements of this Agreement, including without limitation any applicable SLAs, Specifications and SOWs. In the event that Z-Tel cannot reasonably make such correction or replacement within fifteen (15) days after notice from MCI, Z-Tel shall within fifteen (15) days after such notice (i) present a plan to MCI describing how Z-Tel will attempt to make such correction or replacement, such plan to be subject to MCI's approval, and such approval not to be unreasonably withheld, (ii) indemnify, defend, and hold harmless MCI against any third-party claims alleging facts and circumstances that would, if true, constitute a breach of the warranties set forth in Section 4.2.2 above, and (iii) proceed to implement such plan within the timeframe established in the plan. Should Z-Tel fail to comply with this Section 4.2.4, MCI shall be entitled to terminate without liability any affected SOWs or Professional Service orders and to receive, without offset of any kind, a refund of fees and Direct Costs reasonably related to the breach paid by MCI to Z-Tel in connection with any such non-complying Z-Tel Deliverable. The foregoing remedies shall be in addition to, and not in lieu of, any otherwise available rights or remedies for the breach of such warranties that MCI may have pursuant to this Agreement or otherwise at law or in equity. During the applicable Warranty Period, MCI may return defective media to Z-Tel and it will be replaced without charge within ten (10) business days of receipt by Z-Tel.
Remedies for Breach of Warranties. 7.1.1 In the event of any breach or non-fulfilment by Seller of any of the Warranties, Seller shall, subject to the provisions of this Section 7, put the Purchaser or, at the Purchaser’s request, the Company into the position that the Purchaser or the Company would have been in had such Warranty not been breached (Naturalrestitution) or, if such remediation in kind is impossible or has been unsuccessful within six (6) weeks following the written notification by Purchaser of the breach of the Warranty, pay monetary damage compensation (Schadensersatz in Geld), provided, however, that such damage compensation shall not cover lost profits (entgangener Gewinn) and internal administrative and overhead costs.
7.1.2 The Seller shall not be liable for, and the Purchaser shall not be entitled to claim, any damages under or in connection with this Agreement if and to the extent that:
(a) the matter to which the claim relates is reflected as a liability (Verbindlichkeit), individual provision (Einzelrückstellung), depreciation (Abschreibung) or individual write-off (Einzelwertberichtigung) in the interim financial statements as of 30 September 2009 and has been taken into account in determining and/adjusting the Purchase Price (no “double dip”);
(b) the amount of the claim has been recovered by the Purchaser or the Company from a Third Party or under an insurance policy except to the extent recovery results in an increase of insurance premiums for the future; or
(c) either the Purchaser and/or, after the Execution Date, the Company have, pursuant to § 254 BGB, (i) caused (verursacht oder mitverursacht), (ii) aggravated the breach of the respective Warranty or any damage resulting therefrom, or (iii) failed to mitigate damages
(d) a claim for breach of the Warranties under Section 4.3 is at hand and the Purchaser has received monies from Escrow Tranche IV; or
(e) a claim for breach of the Warranties under Section 4.6 is at hand and the Purchaser has received monies from Escrow Tranche V.
Remedies for Breach of Warranties. Each Party’s sole and exclusive remedy for breach of warranty under Section 8.1 shall be the right to immediately terminate for breach under this Agreement.
