Remedies for Defects Sample Clauses

Remedies for Defects. If any of the Supplies are found to be defective in material or workmanship, or otherwise not in conformity with the requirements of this Order, Buyer (in addition to any other rights which it may have under warranties or otherwise) may at its option (1) accept all or part of the Supplies with an equitable price reduction; or (2) reject and return such Supplies at Seller’s expense, and require Seller, at Seller’s expense, to make all repairs, modifications or replacements necessary to bring the Supplies into compliance with the requirements of this Order. Seller shall not re-tender rejected work without disclosing corrective action taken. If Seller fails promptly to remove such Supplies that are required to be removed, or promptly to replace or correct such Supplies, Buyer may either (1) by Purchase Order or otherwise replace or correct such Supplies and charge to Seller the cost occasioned to Buyer thereby, or (2) may terminate this Purchase Order for default; and in either event may charge Seller the costs of damages occasioned to Buyer thereby. Seller shall not re-tender rejected Supplies without disclosing the corrective action taken.
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Remedies for Defects. In the event that any valid Defect is not waived in writing by Purchaser or cured on or prior to the date sixty (60) days after the applicable Claim Date, then, subject to Sellers’ right to dispute the existence of such Defect and the Defect Amount asserted with respect thereto: (i) subject to Section 3.1(b), Section 3.2(d)(iii), Section 3.2(e)(ii) and Section 3.2(e)(iii), with respect to all Defects that the Defect Amount with respect thereto exceeds the Defect Threshold, the Unadjusted Purchase Price shall be decreased by the sum of the aggregate Defect Amounts attributable to all such Defects, but only to the extent such aggregate sum exceeds the Defect Deductible, it being the intention of the Parties that the Defect Deductible constitute a deductible and not a threshold; (ii) with respect to all breaches of Sellers’ special warranty of Defensible Title in the Conveyances received or finally determined after the date of the Final Settlement Statement under Section 8.4, Sellers shall promptly pay to Purchaser the Defect Amount attributable thereto via wire transfer of immediately available funds to the account designated in writing by Purchaser; and (iii) with respect to all Defects that constitute Environmental Defects for which the Defect Amount with respect thereto exceeds the Defect Threshold, then Sellers shall have the right, but not the obligation, to elect in writing delivered to Purchaser on or prior to the Closing Date to exclude such Asset subject to such Environmental Defect (along with any other Assets necessary for the ownership or operation of such Assets) from the transactions contemplated hereunder and, in such event, (A) the Unadjusted Purchase Price shall be decreased by the Allocated Value of such Assets subject to all such Defects, (B) all such Assets shall be deemed to be excluded from the definition of Assets and from Exhibit A attached hereto, (C) such Assets shall be deemed to constitute Excluded Assets set forth on Schedule 1.1 and (D) Purchaser shall have no rights or obligations hereunder with respect to such Excluded Assets.
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Remedies for Defects. Subject to Seller’s continuing right to dispute the existence of a Defect or the Defect Amount asserted with respect thereto, if any Asserted Defect is not waived in writing by Buyer or cured by the Cure Period with respect to such Defect, Seller shall, at its sole option and subject to the Defect Deductible and the Defect Cap, elect to: (a) return to Buyer by wire transfer in immediately payable funds the amount determined pursuant to Section 7.6 as being the value of such Defect (the “Defect Amount”); or (b) indemnify Buyer against all Losses resulting from such Asserted Defect pursuant to an indemnity agreement (the “Indemnity Agreement”) in substantially the form attached hereto as Exhibit G. For avoidance of doubt, Seller may elect a different remedy permitted under this Section 7.3 with respect to each Defect.
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Remedies for Defects. If any of the Supplies are found to be defective in material or workmanship, or otherwise not in conformity with the requirements of this Order, Buyer (in addition to any other rights which it may have under warranties or otherwise) may at its option (1) accept all or part of the Supplies with an equitable price reduction; or (2) reject and return such Supplies at Seller’s expense, and require Seller, at Seller’s expense, to make all repairs, modifications or replacements necessary to bring the Supplies into compliance with the requirements of this Order. Seller shall not re-tender rejected work without disclosing corrective action taken. If Seller fails promptly to remove such Supplies that are required to be removed, or promptly to replace or correct such Supplies, Buyer may either (1) by contract or otherwise replace or correct such Supplies and charge to Seller the cost occasioned to Buyer thereby, or
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Remedies for Defects. If any of the supplies are found at any time prior to acceptance to be defective in material or workmanship, or otherwise not in conformity with the requirements of this Order, Buyer (in addition to any other rights which it may have under warranties or otherwise) may at its option, either: (1) correct or have corrected the nonconformity at Seller's expense (including replacement); or (2) reject and return such supplies or other deliverable items at Seller’s expense. If Seller fails to promptly replace or correct such supplies or lots of supplies, Buyer may either (1) by contract or otherwise replace or correct such supplies and charge to Seller the cost of replacement to Buyer thereby, or (2) may terminate this contract for default; and in either event may charge Seller the costs of damages occasioned to Buyer thereby. Unless Seller corrects or replaces such supplies within the delivery schedule, Buyer may require the delivery of such supplies at a reduction in price that is equitable under the circumstances. To defray the cost of shipping and handling, a service charge on rejected items will be billed to Seller.
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Remedies for Defects. Seller shall be allowed a maximum of thirty (30) days to remedy defects in the Equipment or components manufactured and made part of the Equipment or Purchaser may, at Seller’s sole expense including any additional labor costs to maintain production, make such changes or corrections as may be necessary in its sole opinion to meet any equipment performance specifications set forth in this Purchase Order.
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Remedies for Defects. If any of the supplies are found to be defective in material or workmanship, or otherwise not in conformity with the requirements of this PO, GDIT (in addition to any other rights which it may have under warranties or otherwise) may at its option (1) accept all or part of the supplies with an equitable price reduction; or (2) reject and return such supplies at Suppliers expense, and require Supplier, at Supplier’s expense, to make all repairs, modifications or replacements necessary to bring the supplies into compliance with the requirements of this PO. If Supplier fails promptly to remove such supplies that are required to be removed, or promptly, to replace or correct such supplies, GDIT may either (1) by PO or otherwise replace or correct such supplies and charge to Supplier the cost occasioned by GDIT thereby, or (2) may terminate this PO for default, and in either event may charge Supplier the cost of damages occasioned by GDIT thereby. Supplier shall not re-tender rejected supplies without disclosing the corrective action taken.
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Remedies for Defects 
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Related to Remedies for Defects

  • Remedies for Default (a) Enterprise Services’ rights to suspend and terminate Contractor’s rights under this Master Contract are in addition to all other available remedies. (b) In the event of termination for default, Enterprise Services may exercise any remedy provided by law including, without limitation, the right to procure for all Purchasers replacement goods and/or services. In such event, Contractor shall be liable to Enterprise Services for damages as authorized by law including, but not limited to, any price difference between the Master Contract price and the replacement or cover price as well as any administrative and/or transaction costs directly related to such replacement procurement – e.g., the cost of the competitive procurement.

  • Remedies for Title Defects (a) With respect to each Title Defect that Seller does not cure on or before the Closing, except as otherwise provided in this Section 3.05, the Purchase Price shall be reduced by an amount equal to the Title Defect Value agreed upon in writing by Buyer and Seller or, if Buyer agrees, Seller shall indemnify Buyer pursuant to Section 14.04 against all costs which Buyer may incur in connection with such Title Defect. If any Title Defect is in the nature of an unobtained consent to assignment or other restriction on assignability, the provisions of Section 3.08 shall apply. (b) Except for those affected Assets which Seller elects to exclude from this transaction pursuant to Section 3.04(b)(ii), if on or before Closing the Parties have not agreed upon the validity of any asserted Title Defect or have not agreed on the Title Defect Value attributable thereto, either Party shall have the right to elect to have the validity of such Title Defect and/or such Title Defect Value determined by an Independent Expert pursuant to Section 16.03; provided that if the validity of any asserted Title Defect, or the Title Defect Value attributable thereto, is not determined before Closing, the affected Asset shall be excluded from the sale and the Purchase Price shall be reduced by the Allocated Value of such affected Asset as set forth on Exhibit C. Upon resolution of such dispute, the Allocated Value of that Asset less the Title Defect Value, if any, found to be attributable to such Title Defect shall, subject to this Section 3.05, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlement. (c) Notwithstanding anything to the contrary in this Agreement, (i) if the value of a given individual Title Defect (or individual Title Benefit (as defined in Section 3.09(a)) does not exceed $50,000 then no adjustment to the Purchase Price shall be made for such Title Defect (or Title Benefit), (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects (as hereinafter defined) does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefor and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excess.

  • Remedies for Environmental Defects (a) If any Environmental Defect described in a notice delivered in accordance with Section 4.03 is not cured on or before the Closing, and Seller has not elected to exclude the affected Assets from this sale or Buyer and Seller have not agreed for Seller to indemnify Buyer for the Environmental Defect, then the Purchase Price shall be reduced by the Environmental Defect Value of such Environmental Defect as agreed by the Parties. (b) If Buyer and Seller have not agreed as to the validity of any asserted Environmental Defect, or if the Parties have not agreed on the Environmental Defect Value therefor, and if Seller shall not have elected to exclude the affected Assets from this sale pursuant to Section 4.03(b)(ii), then either Party shall have the right to elect to have the validity of the asserted Environmental Defect, and/or the Environmental Defect Value for such Environmental Defect, determined by an Independent Expert pursuant to Section 16.03. If the validity of any such asserted Environmental Defect or the amount of any such Environmental Defect Value is not determined by the Closing, the Asset affected by such disputed Environmental Defect shall be excluded from the Closing and the Purchase Price paid at the Closing shall be reduced by the Allocated Value of that Asset. Upon resolution of such dispute, the Allocated Value of that Asset less the Environmental Defect Value, if any, found to be attributable to such Environmental Defect shall, subject to this Section 4.04, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlement. Notwithstanding the foregoing, either Buyer or Seller shall have the right to exclude an Asset from the sale if the Environmental Defect Value exceeds the Allocated Value of the Asset(s) affected thereby. (c) Notwithstanding anything to the contrary in this Agreement, (i) if the Environmental Defect Value for a given individual Environmental Defect does not exceed $50,000, then no adjustment to the Purchase Price shall be made for such Environmental Defect; (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefore and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excess.

  • Breach and Remedies for Breach The benefits associated with Sector membership will only accrue to the Members if each of them strictly complies with this Agreement. Each Member will make significant operational and financial commitments based on this Agreement, and any Member’s failure to fulfill any of its obligations under this Agreement could have significant adverse consequences for some or all other Members. Any failure by a Member to fulfill any of its obligations under this Agreement shall constitute a breach of this Agreement. Each Member shall be bound by the procedures set forth in this Section for determining whether a Member has breached this Agreement. The Sector shall be entitled to the remedies set forth in this Section if a Member is determined by the Sector to have breached this Agreement. Each Member shall take all actions and execute all documents the Manager deems necessary or convenient to give effect to the provisions of this Section.

  • Remedies for Contractor Breach Pertaining to contract-related issues, it is the responsibility of both CMHA and the contractor to communicate with each other in as clear and complete a manner as possible. If at any time during the term of this contract CMHA or the contractor is not satisfied with any issue, it is the responsibility of that party to deliver to the other party communication, in writing, fully detailing the issue and corrective action (please note that CMHA has the right to issue unilateral addendums to this contract, but the contractor does not have the same right). The other party shall, within 10 days, respond in writing to the other party (however, CMHA shall retain the right to, if conditions warrant, require the contractor to respond in a shorter period of time). Further, CMHA shall, at a minimum, employ the following steps in dealing with the contractor as to any performance issues: 20.16.1.1. If the contractor is in material breach of the contract, CMHA may promptly invoke the termination clause detailed within Section No. 3, form HUD-5370-C, General Conditions for Non-Construction Contracts, Section I—(With or without Maintenance Work), which is attached hereto, and terminate the contract for cause. Such termination must be delivered to the contractor in writing and shall fully detail all pertinent issues pertaining to the cause of and justification for the termination. 20.16.1.2. Prior to termination, CMHA may choose to warn 20.16.1.3. After termination, if the contractor does not agree with CMHA’s justification for the termination, the contractor shall have 10 days to dispute, in writing, such action; if he/she does not do so within the 10-day period, he/she shall have no recourse but to accept and agree with CMHA’s position on the issue. The written protest must detail all pertinent information pertaining to the dispute, including justification detailing CMHA’s alleged incorrect action(s). 20.16.1.4. The response to any protest received shall be conducted in accordance with Section No. 4.0 of this document. 20.16.1.5. It is CMHA’s policy to resolve all contractual issues informally and without litigation. Disputes will not be referred to HUD unless all administrative remedies have been exhausted. When appropriate, a mediator may be used to help resolve differences. 20.16.1.6. For contracts of $100,000 or less, the bidder/contractor may request to meet with the Procurement Officer. 20.16.1.7. All claims by a contractor relating to performance of a contract shall be submitted in writing to the Procurement Officer or designee for a written decision. The contractor may request a conference on the claim. The Procurement Officer’s decision shall inform the contractor of its appeal rights to the next higher level of authority in CMHA. Contractor claims shall be governed by the Changes clause in the form HUD-5370-C.

  • 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.

  • REMEDIES, ETC CUMULATIVE. Each and every right, power and remedy of the Pledgee provided for in this Agreement or in any other Secured Debt Agreement, or now or hereafter existing at law or in equity or by statute shall be cumulative and concurrent and shall be in addition to every other such right, power or remedy. The exercise or beginning of the exercise by the Pledgee or any other Secured Creditor of any one or more of the rights, powers or remedies provided for in this Agreement or any other Secured Debt Agreement or now or hereafter existing at law or in equity or by statute or otherwise shall not preclude the simultaneous or later exercise by the Pledgee or any other Secured Creditor of all such other rights, powers or remedies, and no failure or delay on the part of the Pledgee or any other Secured Creditor to exercise any such right, power or remedy shall operate as a waiver thereof. No notice to or demand on any Pledgor in any case shall entitle it to any other or further notice or demand in similar or other circumstances or constitute a waiver of any of the rights of the Pledgee or any other Secured Creditor to any other or further action in any circumstances without notice or demand. The Secured Creditors agree that this Agreement may be enforced only by the action of the Pledgee, in each case acting upon the instructions of the Required Lenders (or, after the date on which all Credit Document Obligations have been paid in full, the holders of at least a majority of the outstanding Other Obligations) and that no other Secured Creditor shall have any right individually to seek to enforce or to enforce this Agreement or to realize upon the security to be granted hereby, it being understood and agreed that such rights and remedies may be exercised by the Pledgee for the benefit of the Secured Creditors upon the terms of this Agreement.

  • Remedies for Noncompliance In the event Contractor fails to fulfill its obligations under this Section 21, the Authority shall have available to it appropriate remedies at law or in equity, including the right to withhold amounts due to Contractor for any work until Contractor submits a corrective action plan which has been approved by the Authority or demonstrates to the Authority’s satisfaction that all good faith efforts to comply with the goals set forth herein have been exhausted, together with the ability to disqualify Contractor from future work that may, from time to time, be undertaken by the Authority as well as all unfinished work under this Contract.

  • Remedies; Specific Performance The Company stipulates that there would be no adequate remedy at law to the Holder of this Warrant 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 and accordingly, the Company agrees that, in addition to any other remedy to which the Holder may be entitled at law or in equity, the Holder shall be entitled to seek to compel specific performance of the obligations of the Company under this Warrant, without the posting of any bond, in accordance with the terms and conditions of this Warrant in any court of the United States or any State thereof having jurisdiction, and if any action should be brought in equity to enforce any of the provisions of this Warrant, the Company shall not raise the defense that there is an adequate remedy at law. Except as otherwise provided by law, a delay or omission by the Holder hereto in exercising any right or remedy accruing upon any such breach shall not impair the right or remedy or constitute a waiver of or acquiescence in any such breach. No remedy shall be exclusive of any other remedy. All available remedies shall be cumulative.

  • 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.

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