Rights in case of defects Sample Clauses

Rights in case of defects. (1) The Software provided by PTW shall be substantially in accordance with the product description. Rights in case of defects shall be excluded in the case of minor or immaterial deviations from the agreed or assumed characteristics or in the case of just slight impairment of use. Product descriptions shall not be deemed guaranteed unless separately agreed in writing. In respect of updates, upgrades and the delivery of new versions, Licensee’s rights in case of defects shall be limited to the new features of the update, upgrade or new version compared to the previous version release. (2) If Licensee demands replacement because of a defect, PTW has the right to choose between the improvement, replacement delivery or replacement of services. If the defect is not cured within a first time limit and Licensee has set PTW a reasonable second time limit without success, then Licensee may, subject to the statutory prerequisites, at its option withdraw from this Agreement or reduce the price and claim damages or reimbursement of costs. (3) The remedying of the defect may also take place through the delivery or installation of a new program version or a work-around. If the defect does not or not substantially impair the functionality, then PTW is entitled, to the exclusion of further rights in case of defects, to remedy the defect by delivering a new version or an update as part of its version. (4) The Licensee is obliged to take over a new software version if the contractual scope of functions is maintained. The Licensee´s rights according to § 439 Bürgerliches Gesetzbuch (German Civil Code) remain unaffected. (5) Defects must be notified in writing with a comprehensible description of the error symptoms, as far as possible evidenced by written recordings, hard copies or other documents demonstrating the defects. The notification of the defect should enable the reproduction of the error. This shall not affect the statutory obligation of Licensee to inspect and notify defects. (6) The Licensee’s rights in case of defects are limited to 12 months and the period shall begin on the date of delivery of the first copies of the Software including Documentation. In respect of the delivery of updates, upgrades and new versions, the period for such deliverables shall in each case begin on the date of delivery. The limitation of claims for damages of the Licensee shall be determined with the provisions of § 8. (7) Licensee shall inspect the delivered items without delay for a...
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Rights in case of defects. 1. If the purchaser is a merchant in accordance with Art. 1 HGB [Commercial Code], he must have properly fulfilled his obligations to inspect the goods received and to give notice of defects in accordance with Art. 377 HGB in order to be able to assert any rights due to defects. 2. If the object of purchase displays a defect that we are responsible for, we are entitled to choose to either eliminate the defect or to send a replacement at our discretion. In case of elimination of defect we are obliged to bear all costs in connection with expenditures, in particular transport, infrastructure, labor and material costs, required for the elimination of defects, provided that there is no increase in said costs due to the object of purchase having been taken to a different place from the place of fulfillment. 3. The purchaser, in the context of the legal provisions, has the right to withdraw from the contract if we – taking into consideration the legal exceptions – allow a reasonable deadline set towards us with regard to the rectification or replacement due to material defect to pass without result. In case of a minor defect, the purchaser is only entitled to a reduction of the contract price. 4. The return of defective goods is permissible only following assignment of a return number. We are obliged to provide such return number immediately upon request. 5. Unless otherwise specified below, any further claims on the part of the purchaser – regardless of the legal reasons – are excluded. We are therefore not liable for any defects that have not arisen on the object of delivery itself; in particular, we are not liable for lost profit or other financial losses on the part of the purchaser. The exclusion of liability does not apply to physical injuries, damage to health or loss of life of the contractual partner. 6. The preceding indemnification does not apply insofar as the cause of damage is based on intent or gross negligence. It also does not apply if the purchaser asserts claims for damages due to non-fulfillment due to lack of a promised quality. 7. If a defect is based on the merely negligent violation of an essential contractual obligation or on the merely negligent violation of an obligation whose fulfillment constitutes a necessary prerequisite for the performance of the contract and upon whose observance you as the purchaser may rely on a regular basis, we are also liable for such damage. The same applies if you are entitled to damages in place of perform...
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Rights in case of defects. 5.1 Any warranty rights are subject to the due fulfilment of your obligation to inspect the Soft- xxxx upon receipt and, where applicable, submit notification of defects pursuant to section 377 HGB [German Commercial Code]. Inspection of the Software by you shall be effected no later than 10 working days after the Software has been delivered to you. Defects must be notified in writing with a comprehensible description of the error symptoms, as far as possible evidenced by written recordings, hard copies or other documents demonstrating the defects. The notifica- tion of the defect should enable the reproduction of the error. 5.2 MV warrants that the Software supplied to you has the agreed condition and is free of de- fects. No warranty will be taken of irrelevant deviations. You are aware that it is not possible - given the current state of the art - to create completely defect-free software. Defects not impair- ing the agreed use or application according to the Agreement are irrelevant. 5.3 Should the Software not be free from material defects which would impair their fitness for use as contractually agreed, or should MV has undertaken a guarantee for the existence of par- ticular properties and characteristics, MV may at its choice be entitled to alternative perfor- xxxxx either in form of subsequent performance or delivery of conforming Software. 5.4 In case of two unsuccessful attempts to remedy the same defect, you may at your own choice either withdraw from the Agreement or demand a reduction in the purchase price. The liability for damage claims and the limitations of liability for material defects are conclusively regulated in clause 7 herein. 5.5 If MV decides performance in the form of subsequent performance, MV will bear all costs arising in connection therewith. Reimbursement of costs under this provision will not extend to any expenses arising as a result of the Software having been moved to a location different from your place of delivery. Subsequent performance may also take place through the delivery or installation of a new program version or a work-around of the Software. If the defect does not or not substantially impair the functionality, then MV is entitled, to remedy the defect by delivering a new version or an update as part of its version, update and upgrade planning. 5.6 You shall have no right to warranty claims, if: (i) the Software supplied by MV is not executable or does not function properly although it meets the requirements ...
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Rights in case of defects. (1) If the contractually owed service is defective, the statutory provisions as determined by the following stipulations, and taking into account any agreements on performance, stability and availability (“Service Level Agreement” or “SLA”), shall apply. (2) In the event that the customer does not comply with its duties to cooperate or does so only insufficiently, firstcolo shall be released from the duty to render the contractual services and comply with the respective service level, deadlines and mile- stones. Extra expense incurred because the customer did not duly cooperate, or did so in a delayed manner, may be claimed by firstcolo as part of reasonable remuneration or ac- cording to hourly rates agreed upon. (3) A defect or impairment to functioning resulting from environ- mental conditions, incorrect operation or from the customer or its vicarious agents failing to follow instructions for use, or technical or operational requirements does not constitute a defect for which firstcolo bears responsibility. In this case, firstcolo retains the right to invoice the customer for costs of error analysis and error recovery where the customer did not realise that the defect originated from its sphere. The same applies where the defect was caused by the customer itself. (4) Liability for damages irrespective of fault (section 536a Ger- man Civil Code) for defects existing when the contract was concluded is excluded. (5) Claims for material defects shall become statute-barred after 12 months. With the exception of claims due to conduct with intent or gross negligence, as well as claims based on injury to life, limb and health, claims to material defects shall like- wise become statute-barred after 12 months. Claims under the German Product Liability Act (Produkthaftungsgesetz) re- main unaffected by this provision. (6) If and to the extent that the contract concerns the purchase of a used item, this shall take place to the exclusion of any liability for material defects. In this respect, firstcolo shall also not be liable for claims for damages - irrespective of the legal grounds - unless firstcolo, its legal representatives or xxxxxx- ous agents have breached their obligations with gross negli- gence or intent (in all other respects, Clause 7 shall apply).
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Rights in case of defects. (1) If the contractually owed service is defective, the statuto- ry provisions as determined by the following stipulations, and taking into account any agreements on perfor- xxxxx, stability and availability (“Service Level Agree- ment” or “SLA”), shall apply. (2) In the event that the customer does not comply with its duties to cooperate or does so only insufficiently, First Colo shall be released from the duty to render the con- tractual services and comply with the respective service level, deadlines and milestones. Extra expense incurred because the customer did not duly cooperate, or did so in a delayed manner, may be claimed by First Colo as part of reasonable remuneration or according to hourly rates agreed upon. (3) A defect or impairment to functioning resulting from environmental conditions, incorrect operation or from the customer or its vicarious agents failing to follow instruc- tions for use or technical or operational requirements does not constitute a defect for which First Colo bears responsibility. In this case, First Colo retains the right to invoice the customer for costs of error analysis and error recovery where the customer did not realise that the de- fect originated from its sphere. The same applies where the defect was caused by the customer itself. (4) Liability for damages irrespective of fault (section 536a German Civil Code) for defects existing when the con- tract was concluded is excluded. (5) Claims for material defects shall become statute-barred after 12 months. With the exception of claims due to conduct with intent or gross negligence, as well as claims based on injury to life, limb and health, claims to material defects shall likewise become statute-barred af- ter 12 months. Claims under the German Product Liabil- ity Act (Produkthaftungsgesetz) remain unaffected by this provision.
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Rights in case of defects. The Software provided by PTW shall be substantially in accordance with the product description. Rights in case of defects shall be excluded in the case of minor or immaterial deviations from the agreed or assumed characteristics or in the case of just slight impairment of use. Product descriptions shall not be deemed guaranteed unless separately agreed in writing. In respect of updates, upgrades and the delivery of new versions, Licensee’s rights in case of defects shall be limited to the new features of the update, upgrade or new version compared to the previous version release.
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Rights in case of defects. In case of defects other than defects in title [Rechtsmängel], AvePoint shall at its option and within a reasonable time after receiving notification from Customer of defects detected in the Licensed Property (i) rectify the defects, (ii) replace the defective Licensed Property with a replacement offering substantially similar functionality, or (iii) reveal adequate and reasonable ways to work around the effects of the defect. If such efforts fail, Customer shall have the right to rescind the affected delivery or request a reasonable reduction of the Licence fee paid to AvePoint for the affected delivery. AvePoint shall pay any damages and reimburse expenditure incurred in vain due to a defect within the limits as defined in Section 6. 5.3
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Related to Rights in case of defects

  • REMEDIES IN CASE OF AN EVENT OF DEFAULT If there shall have occurred and be continuing an Event of Default, then and in every such case, the Pledgee shall be entitled to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, any other Secured Debt Agreement or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee shall be entitled to exercise all the rights and remedies of a secured party under the Uniform Commercial Code as in effect in any relevant jurisdiction and also shall be entitled, without limitation, to exercise the following rights, which each Pledgor hereby agrees to be commercially reasonable: (i) to receive all amounts payable in respect of the Collateral otherwise payable under Section 6 hereof to the Pledgors; (ii) to transfer all or any part of the Collateral into the Pledgee’s name or the name of its nominee or nominees; (iii) to vote all or any part of the Collateral (whether or not transferred into the name of the Pledgee) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do so); (iv) at any time and from time to time to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all of which are hereby waived by each Pledgor), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee in its absolute discretion may determine, provided that at least 10 days’ written notice of the time and place of any such sale shall be given to the Pledgors. The Pledgee shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for the Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Pledgee on behalf of the Secured Creditors may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Pledgee nor any other Secured Creditor shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall any of them be under any obligation to take any action whatsoever with regard thereto; and (v) to set-off any and all Collateral against any and all Obligations.

  • Dilution in Case of Other Securities In case any Other Securities shall be issued or sold or shall become subject to issue or sale upon the conversion or exchange of any stock (or Other Securities) of the Company (or any issuer of Other Securities or any other Person referred to in Section 4) or to subscription, purchase or other acquisition pursuant to any Options issued or granted by the Company (or any such other issuer or Person) for a consideration such as to dilute, on a basis consistent with the standards established in the other provisions of this Section 3, the purchase rights granted by this Warrant, then, and in each such case, the computations, adjustments and readjustments provided for in this Section 3 with respect to the Purchase Price and the number of shares purchasable upon Warrant exercise shall be made as nearly as possible in the manner so provided and applied to determine the amount of Other Securities from time to time receivable upon the exercise of the Warrants, so as to protect the holders of the Warrants against the effect of such dilution.

  • Preservation of Purchase Rights Upon Merger, Consolidation, etc In case of any consolidation of the Company with or merger of the Company into another corporation or in case of any sale, transfer or lease to another corporation of all or substantially all of the property of the Company, the Company or such successor or purchasing corporation, as the case may be, shall execute with the Warrantholders an agreement that the Warrantholders shall have the right thereafter upon payment of the Exercise Price in effect immediately prior to such action to purchase upon exercise of this Warrant the kind and amount of shares and other securities and property which such holder would have owned or have been entitled to receive after the happening of such consolidation, merger, sale, transfer or lease had this Warrant been exercised immediately prior to such action; PROVIDED, HOWEVER, that no adjustment in respect of cash dividends, interest or other income on or from such shares or other securities and property shall be made during the term of this Warrant or upon the exercise of this Warrant. Such agreement shall provide for adjustments, which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 5. The provisions of this Section 5 shall apply similarly to successive consolidations, mergers, sales, transfers or leases.

  • Retention or Repurchase of Assets Essential to Receiver (a) The Receiver may refuse to sell to the Assuming Institution, or the Assuming Institution agrees, at the request of the Receiver set forth in a written notice to the Assuming Institution, to assign, transfer, convey, and deliver to the Receiver all of the Assuming Institution's right, title and interest in and to, any Asset or asset essential to the Receiver as determined by the Receiver in its discretion (together with all Credit Documents evidencing or pertaining thereto), which may include any Asset or asset that the Receiver determines to be: (i) made to an officer, director, or other Person engaging in the affairs of the Failed Bank, its Subsidiaries or Affiliates or any related entities of any of the foregoing; (ii) the subject of any investigation relating to any claim with respect to any item described in Section 3.5(a) or (b), or the subject of, or potentially the subject of, any legal proceedings; (iii) made to a Person who is an Obligor on a loan owned by the Receiver or the Corporation in its corporate capacity or its capacity as receiver of any institution; (iv) secured by collateral which also secures any asset owned by the Receiver; or (v) related to any asset of the Failed Bank not purchased by the Assuming Institution under this Article III or any liability of the Failed Bank not assumed by the Assuming Institution under Article II. (b) Each such Asset or asset purchased by the Receiver shall be purchased at a price equal to the Repurchase Price thereof less the Related Liability Amount with respect to any Related Liabilities related to such Asset or asset, in each case determined as of the date of the notice provided by the Receiver pursuant to Section 3.6(a). The Receiver shall pay the Assuming Institution not later than the twentieth (20th) Business Day following receipt of related Credit Documents and Credit Files together with interest on such amount at the Settlement Interest Rate for the period from and including the date of receipt of such documents to and including the day preceding the day on which payment is made. The Assuming Institution agrees to administer and manage each such Asset or asset in accordance with usual and prudent banking standards and business practices until each such Asset or asset is purchased by the Receiver. All transfers with respect to Asset or assets under this Section 3.6 shall be made as provided in Section 9.6. The Assuming Institution shall transfer all such Asset or assets and Related Liabilities to the Receiver without recourse, and shall indemnify the Receiver against any and all claims of any Person claiming by, through or under the Assuming Institution with respect to any such Asset or asset, as provided in Section 12.4.

  • CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and SLM ECFC, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date SLM ECFC shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, SLM ECFC shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related Xxxx of Sale. (C) Xxxx of Sale/Loan Transmittal Summary Form SLM ECFC shall deliver to Funding: (i) a Xxxx of Sale that (a) has been duly authorized, executed and delivered, by an authorized officer of SLM ECFC, covering the applicable Loans offered by SLM ECFC, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to the Interim Eligible Lender Trustee on behalf of Funding and its assignees all right, title and interest of SLM ECFC, including the insurance interest of SLM ECFC, in each of the related Loans, and (c) states that the representations and warranties made by SLM ECFC in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the Xxxx of Sale; and (ii) the Loan Transmittal Summary Form, attached to the Xxxx of Sale, identifying each of the Eligible Loans which is the subject of the Xxxx of Sale and setting forth the unpaid Principal Balance of each such Loan.

  • ADJUSTMENTS FOR CHANGES IN CAPITAL STRUCTURE Subject to any required action by the stockholders of the Company, in the event of any change in the Stock effected without receipt of consideration by the Company, whether through merger, consolidation, reorganization, reincorporation, recapitalization, reclassification, stock dividend, stock split, reverse stock split, split-up, split-off, spin-off, combination of shares, exchange of shares, or similar change in the capital structure of the Company, or in the event of payment of a dividend or distribution to the stockholders of the Company in a form other than Stock (other than regular, periodic cash dividends paid on Stock pursuant to the Company’s dividend policy) that has a material effect on the Fair Market Value of shares of Stock, appropriate and proportionate adjustments shall be made in the number and kind of shares of stock or other property subject to the Award, in order to prevent dilution or enlargement of the Participant’s rights under the Award. For purposes of the foregoing, conversion of any convertible securities of the Company shall not be treated as “effected without receipt of consideration by the Company.” Any and all new, substituted or additional securities or other property (other than regular, periodic cash dividends paid on Stock pursuant to the Company’s dividend policy, subject to Section 5.3) to which Participant is entitled by reason of ownership of shares acquired pursuant to this Award will be immediately subject to the provisions of this Award on the same basis as all shares originally acquired hereunder. Any fractional share resulting from an adjustment pursuant to this Section shall be rounded down to the nearest whole number. Such adjustments shall be determined by the Committee, and its determination shall be final, binding and conclusive.

  • Repurchase of Receivables Upon Breach of Warranty Upon discovery by the Seller, the Depositor, the Servicer, the Owner Trustee or the Indenture Trustee of a breach of any of the representations and warranties in Section 3.01 of the Pooling Agreement or in Section 2.03 or Section 3.01 of this Agreement that materially and adversely affects the interests of the Noteholders or the Certificateholders in any Receivable, the party discovering such breach shall give prompt written notice thereof to the others. As of the last day of the second Monthly Period following its discovery or its receipt of notice of such breach (or, at the Depositor’s election, the last day of the first Monthly Period following such discovery or receipt of notice), unless such breach shall have been cured in all material respects, in the event of a breach of the representations and warranties made by the Depositor in Section 2.03 or Section 3.01, the Depositor shall repurchase, or in the event of a breach of a representation and warranty under Section 3.01 of the Pooling Agreement, the Depositor shall use reasonable efforts to enforce the obligation of the Seller under Section 4.04 of the Pooling Agreement to repurchase such Receivable from the Issuing Entity on the related Distribution Date. The repurchase price to be paid by the breaching party (the “Warranty Purchaser”) shall be an amount equal to the Warranty Payment calculated as of the last day of the related Monthly Period. It is understood and agreed that the obligation of the Warranty Purchaser to repurchase any Receivable as to which a breach has occurred and is continuing, and the obligation of the Depositor to enforce the Seller’s obligation to repurchase such Receivables pursuant to the Pooling Agreement shall, if such obligations are fulfilled, constitute the sole remedy against the Depositor or the Seller for such breach available to the Issuing Entity, the Financial Parties, the Owner Trustee or the Indenture Trustee.

  • EVENTS CONSTITUTING MATERIAL BREACH OF AGREEMENT The Applicant shall be in Material Breach of this Agreement if it commits one or more of the following acts or omissions (each a “Material Breach”): A. The Application, any Application Supplement, or any Application Amendment on which this Agreement is approved is determined to be inaccurate as to any material representation, information, or fact or is not complete as to any material fact or representation or such application; B. The Applicant failed to complete Qualified Investment as required by Section 2.5.A. of this Agreement during the Qualifying Time Period; C. The Applicant failed to create and maintain the number of New Qualifying Jobs required by the Act; D. The Applicant failed to create and maintain the number of New Qualifying Jobs specified in Schedule C of the Application; E. The Applicant failed to pay at least the average weekly wage of all jobs in the county in which the jobs are located for all New Non-Qualifying Jobs created by the Applicant; F. The Applicant failed to provide payments to the District sufficient to protect future District revenues through payment of revenue offsets and other mechanisms as more fully described in Article IV of this Agreement; G. The Applicant failed to provide the payments to the District that protect the District from the payment of extraordinary education-related expenses related to the project to the extent and in the amounts that the Applicant agreed to provide such payments in Article V of this Agreement; H. The Applicant failed to provide the Supplemental Payments to the extent and in the amounts that the Applicant agreed to provide such Supplemental Payments in Article VI of this Agreement; I. The Applicant failed to create and Maintain Viable Presence on or with the Qualified Property as more fully specified in Article VIII of this Agreement; J. The Applicant failed to submit the reports required to be submitted by Section 8.2 to the satisfaction of the Comptroller; K. The Applicant failed to provide the District or the Comptroller with all information reasonably necessary for the District or the Comptroller to determine whether the Applicant is in compliance with its obligations, including, but not limited to, any employment obligations which may arise under this Agreement; L. The Applicant failed to allow authorized employees of the District, the Comptroller, the Appraisal District, or the State Auditor’s Office to have access to the Applicant’s Qualified Property or business records in order to inspect the project to determine compliance with the terms hereof or as necessary to properly appraise the Taxable Value of the Applicant’s Qualified Property under Sections 8.5 and 8.6; M. The Applicant failed to comply with a request by the State Auditor’s office to review and audit the Applicant’s compliance with this Agreement; N. The Applicant has made any payments to the District or to any other person or persons in any form for the payment or transfer of money or any other thing of value in recognition of, anticipation of, or consideration for this Agreement for limitation on Appraised Value made pursuant to Chapter 313 of the TEXAS TAX CODE, in excess of the amounts set forth in Articles IV, V and VI of this Agreement; O. The Applicant failed to comply with the conditions included in the certificate for limitation issued by the Comptroller.

  • Limitation of Liability in Event of Breach An Interconnection Party (“Breaching Party”) shall have no liability hereunder to the other Interconnection Parties, and the other Interconnection Parties hereby release the Breaching Party, for all claims or damages that either of them incurs that are associated with any interruption in the availability of the Customer Facility, Interconnection Facilities, Transmission System or Interconnection Service or damages to an Interconnection Party’s facilities, except to the extent such interruption or damage is caused by the Breaching Party’s gross negligence or willful misconduct in the performance of its obligations under this Interconnection Service Agreement (including Appendix 2).

  • Procedure upon Purchase The Company shall deposit cash (in respect of a cash purchase under Section 3.08(c) or for fractional interests, as applicable) or shares of Common Stock, or a combination thereof, as applicable, at the time and in the manner as provided in Section 3.11, sufficient to pay the aggregate Purchase Price of all Securities to be purchased pursuant to this Section 3.08. As soon as practicable after the Purchase Date, the Company shall deliver to each Holder entitled to receive Common Stock through the Paying Agent, a certificate for the number of full shares of Common Stock issuable in payment of the Purchase Price and cash in lieu of any fractional interests. The person in whose name the certificate for Common Stock is registered shall be treated as a holder of record of shares of Common Stock on the Business Day following the Purchase Date. Subject to Section 3.08(d), no payment or adjustment will be made for dividends on the Common Stock the record date for which occurred on or prior to the Purchase Date.

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