Warranty/Exclusive Remedy Sample Clauses

Warranty/Exclusive Remedy. Licensor warrants that the Software will be delivered free of the rightful claim of any third party by way of infringement or misappropriation of rights arising under the laws of the country in which the Software is licensed. LICENSEE'S SOLE AND EXCLUSIVE REMEDY FOR BREACH OF THIS WARRANTY IS SET FORTH IN SECTIONS 6.2 AND 6.3.
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Warranty/Exclusive Remedy. Seller warrants to the original Buyer for 1 year from date of initial operation, or 18 months from shipment, whichever occurs first, that Seller manufactured Goods that are the subject of this sale conform to Seller’s published specifications. Seller warrants to Buyer that the Goods shall be delivered free of any encumbrance, and that the Goods designed and manufactured by Seller shall be delivered free from the rightful claim of any third person for direct infringement of patent or copyright. Seller warrants to Buyer for 90 days from the completion of the Services that such Services shall be performed in a good and workmanlike manner. Seller will correct any failure or defect in Goods or the Services within a reasonable time after such notification at a location designated by Seller. If Seller is unable to repair the Goods and/or Services, Seller will, at its option: (a) replace the Goods and/or perform the Services, or (b) refund the purchase price. These remedies are Buyer’s exclusive remedies for breach of warranty. Any action for breach of warranty must be commenced within 6 months following expiration of the applicable warranty period. Seller makes no warranties with respect to any Goods sold by, but not manufactured by Seller. Any suggestions by Seller or Seller’s agents regarding use, application, or suitability of the Goods and/or Services shall not be construed as an express warranty unless confirmed as such in writing by Seller. Seller’s warranties shall not apply to defects or damages caused by: (a) Buyer’s failure to provide a suitable installation environment; (b) Buyer’s use of the Goods and/or Services for purposes other than those for which they were designed/furnished; (c) Buyer’s use of unauthorized attachments or modifications to the Goods and/or Services (d) normal wear and tear; (e) any other abuse or misuse of the Goods and/or Services by Buyer. THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND SUCH IMPLIED WARRANTIES ARE EXPRESSLY DISCLAIMED.
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Warranty/Exclusive Remedy. Seller warrants that the Products manufactured by it will be free from defects in materials and workmanship for a period of twelve (12) months from the date of installation or operation or, if earlier, eighteen (18) months from the date of shipment to Buyer. The foregoing limited warranty runs only to Buyer and not to purchasers of the Product from Buyer. Seller’s sole and exclusive obligation to Buyer under this warranty will be, at Seller’s option, to repair or replace any Products or parts thereof manufactured by Seller which have proven defective in material or workmanship, or to refund the portion of the purchase price relating to the defective Product of part. This warranty does not cover Products that are defective due to ordinary wear and tear, abuse, misuse, modification, overloading, alteration or Products or parts which have not been installed, operated or maintained in accordance with Seller’s written instructions. ANY REPAIRS TO THE PRODUCTS THAT ARE NOT MADE BY SELLER, UNLESS AUTHORIZED IN ADVANCE BY SELLER, WILL VOID THIS WARRANTY. No claims under this warranty will be valid unless Buyer notifies Seller in writing within a reasonable time of discovery of such defect, but in no event later than the end of the warranty period set forth above. Upon the repair or replacement of a defective Product or part, Seller’s warranty will continue for the remainder of the warranty period for the original Product or part.
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Warranty/Exclusive Remedy a) XcelleNet warrants that it has the right and authority to enter into and perform this Agreement. XcelleNet further warrants that for a period of ninety (90) days from initial delivery of the first copy of each Software product, (i) the Software will substantially conform to the functional description in its associated documentation and that (ii) the physical media and documentation containing the Software will be free from defects in materials and workmanship. The above warranties specifically exclude defects resulting from accident abuse, unauthorized repair, modifications, or enhancements, or misapplication. XcelleNet does not warrant that use of the Software will be uninterrupted or error free. Delivery of additional copies of, or revisions or upgrades to, the Software shall not restart or otherwise affect the warranty period for previously delivered copies.
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Related to Warranty/Exclusive Remedy

  • 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.

  • 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.

  • Release; Exclusive Remedy (a) This Section 5.4 shall apply notwithstanding anything else contained in this Agreement or any stock option or other equity-based award agreement to the contrary. As a condition precedent to any Company obligation to the Executive pursuant to Sections 5.3(b) or (c), the Executive shall, upon or promptly following his or her last day of employment with the Company (and in any event within twenty-one (21) days following the Executive’s last day of employment), execute a general release agreement in substantially the form of Exhibit A (with such amendments that may be necessary to ensure the release is enforceable to the fullest extent permissible under then applicable law), and such release agreement shall have not been revoked by the Executive pursuant to any revocation rights afforded by applicable law.

  • Non-exclusive Remedy; Survival The indemnification and contribution provided for under this Agreement shall be in addition to any other rights to indemnification or contribution that any indemnified party may have pursuant to law or contract and shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling Person of such indemnified party and shall survive the transfer of Registrable Securities and the termination or expiration of this Agreement.

  • Non-Exclusive Remedies The remedies provided for in this Section 7 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Indemnified Person at law or in equity.

  • Nonexclusive Remedy Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise.

  • Sole and Exclusive Remedy Except in the event of fraud or any Willful Breach of any representation, warranty or covenant or agreement contained herein, if this Agreement is validly terminated pursuant to Section 8.1, Parent’s receipt of the Termination Fee to the extent owed pursuant to Section 8.3(b) and any amounts owed pursuant to Section 8.3(d), and Parent’s right to seek specific performance pursuant to Section 9.10 (subject to the limitations set forth in Section 9.10), will be the sole and exclusive remedies of Parent and Merger Sub against (A) the Company and its Subsidiaries; and (B) the former, current and future holders of any equity, controlling persons, Representatives, Affiliates, members, managers, general or limited partners, stockholders, directors, officers, employees, agents, attorneys and assignees of each of the Company, its Subsidiaries and each of their respective Affiliates and former, current and future holders of any equity, controlling persons, Representatives, Affiliates, members, managers, general or limited partners, stockholders, directors, officers, employees, agents, attorneys and assignees of each of the foregoing (the Persons in clauses (A) and (B) collectively, the “Company Related Parties”) in respect of this Agreement and the Transactions. Except in the event of fraud or any Willful Breach of any representation, warranty or covenant or agreement contained herein, upon payment of the Termination Fee to Parent or its designee, none of the Company Related Parties will have any further monetary liability or obligation to (A) Parent or Merger Sub; or (B) the former, current and future direct or indirect holders of any equity, controlling persons, Representatives, Affiliates (other than Parent or Merger Sub), members, managers, general or limited partners, stockholders and assignees of each of Parent and Merger Sub (the Persons in clauses (A) and (B) collectively, the “Parent Related Parties”) relating to or arising out of this Agreement or the Transactions (except that the Company and its Subsidiaries (or their Affiliates) will remain obligated with respect to, and Parent and Merger Sub may be entitled to remedies with respect to, the Confidentiality Agreement, Section 8.3(a) (with respect to the expenses of the Company) and Section 8.3(d), as applicable.

  • Nonexclusive Remedies All remedies provided in this Agreement may be exercised individually or in combination with any other available remedy. Contractor shall notify the JBE immediately if Contractor is in default, or if a third party claim or dispute is brought or threatened that alleges facts that would constitute a default under this Agreement. If Contractor is in default, the JBE may do any of the following: (i) withhold all or any portion of a payment otherwise due to Contractor, and exercise any other rights of setoff as may be provided in this Agreement or any other agreement between a Judicial Branch Entity and Contractor; (ii) require Contractor to enter into nonbinding mediation; (iii) exercise, following Notice, the JBE’s right of early termination of this Agreement as provided herein; and (iv) seek any other remedy available at law or in equity.

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