Remedy for Defects Sample Clauses

Remedy for Defects. In Seller's sole discretion, but without obligation, it may, at its sole cost, take such steps it deems appropriate or as are identified by Purchaser's Notice pursuant to Section 3.4 (iv) above or as are reasonably necessary to cure or minimize Defects identified in a Notice of Defects. In addition to performing curative, Seller, at its sole option and upon written notice to Purchaser, may remove the affected Subject Property from this Agreement and adjust the Purchase Price by the allocated value for the removed Subject Property unless Purchaser waives the subject Defect(s) by written notice within two (2) days after the date of Seller's notice to Purchaser hereunder. In the event Seller is unable or elects not to cure or minimize any or all such Defects and if any examination by Purchaser or Seller results in a finding that the interest of Seller is greater than stated in Exhibit "A" hereto and such increase (which such increase must, if found by Purchaser, be identified in such Notice to Seller) serves to increase the value of the Subject Properties or component of the Assets, Seller and Purchaser shall meet and discuss the validity of each such Defect claim and the need for and the amount of any mutually acceptable Purchase Price adjustment. (a) Title Defect adjustments shall be made with reference (as a maximum) to the allocated value for each affected Asset as set forth in Exhibit "A" hereto and with the following criteria: (1) If the Defect is based on Seller's owning a different net revenue interest than that shown on Exhibit "A", then the Defect value will be the absolute value of the number determined by calculating a ratio of change between the Seller's net revenue interest shown on Exhibit "A" and the actual or agreed interest by dividing the actual or agreed interest by the net revenue interest shown on Exhibit "A" then subtracting the quotient from 1.00 and multiplying the results times the Purchaser's allocated value. (2) If the claim is based on an obligation or burden that is liquidated in amount, then the adjustment will be the sum agreed by the Parties necessary to remove the obligation or burden from the affected Asset. (3) If the claim is based on an obligation or burden that is not liquidated, but can be estimated with reasonable certainty, the adjustment will be the sum agreed by the Parties necessary to compensate Purchaser on the Closing Date for the adverse economic effect on the affected Asset. (i) Subject to clause (ii) below, i...
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Remedy for Defects. If any defects, whether visible or latent, are confirmed and notified by Psyence within the applicable time frame, Optimi shall replace the defective Goods, or if such replacement is not possible for reasons beyond the reasonable control of Optimi, provide a refund for the defective Goods, in accordance with the terms of this Agreement.
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Remedy for Defects. 1. User’s sole and exclusive remedy for defective delivery of media will be to return the Product within 30 days of receipt. 2. The County shall, at its discretion, retain the returned Product and refund the fee for the Product, or replace the Product, or repair the Product and return it to the User.
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Remedy for Defects. 15 Preferential Purchase Rights and Consents to Assign. . . . . . . . . 20 ARTICLE 4. SELLER'S REPRESENTATIONS, WARRANTIES AND DISCLAIMER Existence. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 Power. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 Authorization. . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 Brokers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
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Remedy for Defects. 15 Preferential Purchase Rights and Consents to Assign........................................................19
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Related to Remedy for Defects

  • Liability for defects 5.1 The Customer is required to inspect the delivered Products without undue delay after delivery and to report any defects. 5.2 The delivered Products are deemed to have been approved if XXXX, with regard to obvious defects, obvious shortages or other defects which were or would have been identifiable in the course of an immediate, careful inspection, has not received notifi- cation of the defect within 7 days of delivery of the product, or otherwise – in the case of unclear or hidden defects – within 7 days of the discovery of the defect or the time at which the defect was identifiable to the Customer in the course of normal use of the Product without closer inspection. 5.3 In the event of a justified complaint, the Customer will be entitled to two attempts to rectify defects or make a replacement delivery at XXXX'x discretion free of charge within a reasonable period of time. Shortages will be delivered subsequently. If two attempts to rectify defects or make a replacement delivery within a reasonable period of time are unsuccessful, the Customer will be entitled to the statutory rights, subject to the provisions of clause 7. Subsequent performance will include neither removal of the defective item nor reassembly if XXXX was not originally required to carry out assembly. The expenses required for the purpose of inspection and subsequent performance, in particular transport, travel, labour and material costs (not: removal and assembly costs), insofar as these are not increased because the subject matter of the contract is located at a place other than our Customer's place of performance, will be borne by XXXX if there is actually a defect. Otherwise, XXXX may demand compensation from the Customer for the costs incurred by the unjustified request for rectification of the defect (in particular inspection and transport costs), unless the lack of defectiveness was not identifiable for the Customer. XXXX can refuse to rectify defects or make a replacement delivery if the Customer does not fulfil its payment obligations towards XXXX to an extent that corresponds to the defect-free part of the service provided. 5.4 No warranty will be assumed, in particular, in the following cases: Unsuitable or in- correct use by the Customer or by third parties instructed by the Customer, in particular through the use of insufficiently qualified personnel, faulty assembly or commission- ing, natural wear and tear (wearing parts), faulty or negligent handling, improper maintenance, unsuitable operating materials, defective construction work, unsuitable construction land, chemical, electrochemical or electrical influences, provided XXXX is not responsible for these circumstances. 5.5 XXXX is also not required to provide a warranty insofar as defects of Products are based on defective materials supplied by the Customer or insofar as defects of Products are based on the fact that the Customer has prescribed the execution of the order ac- cording to construction plans of third parties. 5.6 A delivery of used Products agreed with the Customer in the individual case is made to the exclusion of any warranty, unless XXXX has caused the defect intentionally or through gross negligence or has fraudulently concealed the defect. 5.7 The warranty period will be one year from delivery or, where acceptance was stipu- lated, from acceptance. Replaced parts will become our property and must be sent to us at our request. If shipping, assembly or commissioning is delayed through no fault of our own, our liability will expire no later than twelve months after the transfer of risk. 5.8 The right of recovery in accordance with sections 445a, 445b German Civil Code (BGB) is excluded, unless XXXX has caused the defect intentionally or by gross neg- ligence or has fraudulently concealed the defect.

  • Latent Defects Notwithstanding anything to the contrary set forth herein, no acceptance, or deemed acceptance, by City pursuant to this Section shall be applicable with respect to any Latent Defects. An acceptance, or deemed acceptance, by City pursuant to this Section shall not mean that City has accepted, or the other party has been relieved of, responsibility for: (i) compliance with the Laws; (ii) the proper application of construction means or methods; or (iii) correcting any portion of the Project if it later is determined that any portion of the Project is inconsistent with the Final Documents and Drawings.

  • Cost of remedying Defects Any repair or rectification undertaken in accordance with the provisions of Clause 17.2, including any additional testing, shall be carried out by the Contractor at its own risk and cost, to the extent that such rectification or repair is attributable to: (a) the design of the Project; (b) Plant, Materials or workmanship not being in accordance with this Agreement and the Specifications and Standards; (c) improper maintenance during construction of the Project Highway by the Contractor; and/ or (d) failure by the Contractor to comply with any other obligation under this Agreement.

  • 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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