Warranties and Limitations Sample Clauses
The "Warranties and Limitations" clause defines the assurances each party makes regarding the quality, performance, or legality of goods or services provided, as well as the boundaries of liability for potential issues. Typically, this clause outlines what warranties are expressly given, such as guarantees that products will function as described, and specifies any disclaimers or exclusions, like not covering damages from misuse. Its core function is to allocate risk between the parties by clarifying what is and is not covered, thereby reducing uncertainty and potential disputes over liability.
Warranties and Limitations. 10.1 ATCC WARRANTS THAT ATCC MATERIALS SHALL BE VIABLE UPON SHIPMENT FROM ATCC FOR A PERIOD OF THIRTY (30) DAYS (“WARRANTY PERIOD”). ATCC WARRANTS THAT ANY ATCC MATERIAL PROVIDED BY IT SHALL MEET THE SPECIFICATIONS ON THE PRODUCT INFORMATION SHEET, CERTIFICATE OF ANALYSIS, AND/OR CATALOG DESCRIPTION UNTIL THE EXPIRATION DATE ON THE PRODUCT LABEL. THE EXCLUSIVE REMEDY FOR BREACH OF THIS WARRANTY IS, AT ATCC’S OPTION, (A) REFUND OF THE FEE PAID TO ATCC FOR SUCH ATCC MATERIALS (EXCLUSIVE OF SHIPPING AND HANDLING CHARGES), OR (B) REPLACEMENT OF THE ATCC MATERIALS. THE EXCLUSIVE REMEDY APPLIES UNDER THE CONDITION THAT LICENSEE AND ITS CUSTOMER HANDLES AND STORES ATCC MATERIALS AS DESCRIBED IN THE PRODUCT SHEET. TO OBTAIN THE EXCLUSIVE REMEDY, LICENSEE MUST REPORT THE LACK OF VIABILITY TO ATCC’S TECHNICAL SERVICE DEPARTMENT WITHIN THE WARRANTY PERIOD. ANY EXPIRATION DATE SPECIFIED ON ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ THE EXPECTED REMAINING USEFUL LIFE, BUT DOES NOT CONSTITUTE A WARRANTY OR EXPEND ANY APPLICABLE WARRANTY PERIOD. THIS WARRANTY SHALL BE VOIDED ONCE LICENSEE USES, MODIFIES OR REPLICATES ANY ATCC MATERIALS.
10.2 EXCEPT AS EXPRESSLY PROVIDED ABOVE THE ATCC MATERIAL, ANY OTHER ATCC PRODUCTS, AND ANY TECHNICAL INFORMATION AND ASSISTANCE PROVIDED BY ATCC ARE PROVIDED “AS IS”, WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, MANUFACTURE ACCORDING TO GMP STANDARDS, TYPICALITY, SAFETY, ACCURACY AND NON-INFRINGEMENT.
10.3 IN NO EVENT SHALL ATCC, ITS DIRECTORS, OFFICERS, AGENTS, EMPLOYEES AND AFFILIATES (collectively “ATCC INDEMNIFIED PARTIES”) BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT (WHETHER IN CONTACT, TORT, NEGLIGENCE, STRICT LIABILITY, STATUTE OR OTHERWISE) EVEN IF ATCC HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS COST OF CAPITAL, COST OF SUBSTITUTE PRODUCTS OR CLAMS OF LICENSEE’S CUSTOMERS FOR SUCH DAMAGE. IN NO EVENT SHALL ATCC’S CUMULATIVE LIABILITY EXCEED THE ACTUAL AMOUNTS PAID NY LICENSEE UNDER THIS AGREEMENT FOR THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE OF THE EVENT GIVING RISE TO THE CLAIM THE PROVISIONS OF THIS SECTION SHALL SURVIVE THE EXPIRATION OR TERMINATION OF THIS AGREEMENT AND SHALL APPLY EVEN IF THE LIMITED REMEDY SPECIFIED IN THE AGREEMENT ...
Warranties and Limitations. 11.1 Each of Cornell and LICENSEE represent and warrant that it has the right to enter into this Agreement. Cornell warrants that it has the right to convey to LICENSEE the rights granted under this Agreement.
11.2 Cornell represents that to the best of its knowledge the inventorship and ownership of the Applications is as set forth in Appendix A.
11.3 Cornell makes no representation or warranty that Applications will result in issued Patents.
11.4 Cornell makes no representations or warranties concerning the validity or scope of Patents.
11.5 Cornell does not warrant that Products made, used, sold, leased, imported, exported or otherwise disposed of under the license of this Agreement is or will be free from infringement of patents of third parties.
11.6 Nothing herein shall be construed as granting by implication, estoppel, or otherwise any licenses or rights under patents or other rights of Cornell or other persons other than Patents, regardless of whether such patents or other rights are dominant or subordinate to any Patents.
11.7 Cornell is under no obligation to furnish any technology or information other than that described and claimed in Applications and Patents.
11.8 Nothing herein shall be construed to grant LICENSEE rights under any applications or patents other than Applications and Patents.
11.9 Cornell does not make any representations, extend any warranties of any kind, express or implied, or assume any responsibility whatever concerning the manufacture, use, or sale, lease or other disposition by LICENSEE or its vendees or transferees of Products.
11.10 Except as expressly set forth in this Agreement, CORNELL MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE USE OF PRODUCTS WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK, OR OTHER RIGHTS OR ANY OTHER EXPRESS OR IMPLIED WARRANTIES.
Warranties and Limitations. WARRANTY: The Service/Equipment is warranted by Supra against defects in workmanship and/or materials, to be fit for its intended purpose and to conform in all material respects to its written specifications for the term of the Agreement. Said warranty shall pass through to Keyholder. Keyholder must return any defective system component under warranty to MLS at Company’s sole cost and expense. This warranty does not extend to any damage caused by accident, abuse, neglect or misuse of system components. ▇▇▇▇▇▇▇▇▇ agrees to cooperate with MLS and ▇▇▇▇▇ by performing diagnostic tests provided to Keyholder when Keyholder initially seeks warranty service. THE WARRANTY SET FORTH ABOVE IS EXCLUSIVE OF AND IN LIEU OF ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESSED OR IMPLIED, AS REGARDS THE SERVICE/EQUIPMENT. MLS makes no representation or warranty that the Service, will prevent any loss by burglary or other criminal action, compromise or circumvention. The Service is not designed or marketed as a security system. Any loss, abuse or misuse of the Service will compromise its integrity.
Warranties and Limitations. THE LICENSED MATERIALS ARE PROVIDED “AS IS”. TI AND ITS LICENSORS MAKE NO WARRANTY OR REPRESENTATION, EITHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE LICENSED MATERIALS, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF ANY THIRD PARTY PATENTS, COPYRIGHTS, TRADE SECRETS OR OTHER INTELLECTUAL PROPERTY RIGHTS. YOU AGREE TO USE YOUR INDEPENDENT JUDGMENT IN DEVELOPING YOUR PRODUCTS AND DERIVATIVES OF THE LICENSED MATERIALS. NOTHING CONTAINED IN THIS AGREEMENT WILL BE CONSTRUED AS A WARRANTY OR REPRESENTATION BY TI TO MAINTAIN PRODUCTION OF ANY TI SEMICONDUCTOR DEVICE OR OTHER HARDWARE OR SOFTWARE WITH WHICH THE LICENSED MATERIALS, OR ANY DERIVATIVES THEREOF, MAY BE USED.
Warranties and Limitations. The Service and related documentation are provided with no warranty of any kind, whether expressed or implied, including but not limited to the implied warranties of merchantability and fitness for a particular purpose. Notwithstanding our efforts to ensure that the service is secure, we cannot and do not warrant that all data transfers via the service will be free from monitoring or access by others. Except as specifically provided in this Agreement, you agree our officers, directors, employees, agents or contractors are not liable for any indirect, incidental, special or consequential damages under or by reason of any services or products provided under this Agreement or by reason of your use of or access to the system.
Warranties and Limitations. ▇▇▇▇ ▇▇▇▇▇ will conduct the Research Program in accordance with generally-accepted professional standards of workmanship and effort at a quality comparable to research performed at major public and private research universities within the United States. Sponsor understands that all research is experimental in nature and that the outcome of the Research Program is inherently uncertain and unpredictable. ▇▇▇▇▇▇▇ agrees and acknowledges that ▇▇▇▇ ▇▇▇▇▇ has not made and does not make any representation, guarantee or warranty, express or implied, regarding the results of the Research Program. EXCEPTING ONLY AS EXPRESSLY PROVIDED IN THIS AGREEMENT, ▇▇▇▇ ▇▇▇▇▇ MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND HEREBY DISCLAIMS ALL SUCH WARRANTIES AS TO ANY MATTER WHATSOEVER INCLUDING, WITHOUT LIMITATION, WARRANTIES WITH RESPECT TO: (i) THE RESEARCH PROGRAM AND ANY RESULTS OF THE RESEARCH PROGRAM; (ii) PROGRAM RESULTS, REPORTS, INFORMATION OR RESEARCH PROVIDED BY EITHER ▇▇▇▇ ▇▇▇▇▇ OR SPONSOR; AND (iii) ANY PROGRAM INVENTION OR PRODUCT, OR OWNERSHIP THEREOF, WHETHER TANGIBLE OR INTANGIBLE, TESTED, CONCEIVED, DISCOVERED, OR DEVELOPED IN THE PROJECT OR IN CONNECTION WITH CONDUCTING THE RESEARCH PROGRAM UNDER THIS AGREEMENT.
Warranties and Limitations. 7.1 Subject to the provisions of this Clause 7, the Seller hereby warrants to the Purchaser in the terms set out in Part 1 of Schedule 3 as at the date of this Agreement. Each of the Warranties shall be construed as a separate Warranty.
7.2 The Purchaser hereby warrants to the Seller in the terms set out in Part 2 of Schedule 3 as at the date of this Agreement. Each of the Purchaser’s warranties shall be construed as a separate warranty.
7.3 Save in the event of fraud by the Seller, the Seller shall have no liability in respect of a Relevant Claim to the extent that a Relevant Claim, or the subject matter thereof, arises from or in connection with or consists of any fact, matter or circumstance which has been Disclosed in this Agreement or the Disclosure Documents (including the Licence Documents).
7.4 The sole remedy against the Seller in respect of any claim under or in connection with this Agreement shall be an action for a debt, damages or right of indemnity, as the case may be. Save in the event of fraud by the Seller, no right of rescission shall be available to the Purchaser by reason of any fact, matter or circumstance giving rise to a Relevant Claim.
7.5 Save in the event of fraud by the Seller, no Relevant Claim shall be made later than twelve (12) months after Completion unless, prior to such date written notice of the Relevant Claim (giving the amount of such Relevant Claim and the alleged bases of liability on which the Purchaser relies, and such other details as it shall then be reasonably practicable to provide) shall have been given by the Purchaser to the Seller and the Seller shall cease to be under any liability to the Purchaser or otherwise in respect of all and any such claims not so notified to the Seller PROVIDED ALWAYS that the Purchaser shall not be entitled to recover in respect of any Relevant Claim, except a claim in respect of the Warranties given in paragraphs 2.4, 5.1 and 5.2 of Part 1 of Schedule 3:
7.5.1 an amount which, when added to amounts previously recovered (if any) in respect of all and any Relevant Claims exceeds sixty eight per cent (68%) of the amount of the Final Consideration;
7.5.2 an amount which is less than the Claim Threshold, provided that if the aggregate amount of Relevant Claims (but excluding De Minimis Claims (as defined below)) reaches the Claim Threshold the Purchaser shall be entitled (subject to the other provisions of this Clause 7) to recover in respect of each and all such Relevant Claims and n...
Warranties and Limitations. THE LICENSED MATERIALS ARE PROVIDED “AS IS”. FURTHERMORE, YOU ACKNOWLEDGE AND AGREE THAT THE LICENSED MATERIALS HAVE NOT BEEN TESTED OR CERTIFIED BY ANY GOVERNMENT AGENCY OR INDUSTRY REGULATORY ORGANIZATION OR ANY OTHER THIRD PARTY ORGANIZATION. YOU AGREE THAT PRIOR TO USING OR INCORPORATING THE LICENSED MATERIALS IN OR WITH ANY COMMERCIAL PRODUCT THAT YOU WILL THOROUGHLY TEST THE PRODUCT AND THE FUNCTIONALITY OF THE LICENSED MATERIALS IN OR WITH THAT PRODUCT AND BE SOLELY RESPONSIBLE FOR ANY PROBLEMS OR FAILURES.
Warranties and Limitations. Seller warrants that the goods shall be delivered free of the rightful claim of any third person by way of patent infringement, and if buyer receives notice of any claim of such infringement, it shall, within 7 days, notify seller of such claim. If buyer fails to forward such notice to seller, it shall be deem to have released seller from this warranty as to such claim. THERE ARE NO WARRANTIES OF MERCHANTABILITY AND NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION ON THE FACE OF THIS AGREEMENT.
Warranties and Limitations a. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, ATHENA UNDERTAKES NO OBLIGATION TO PROVIDE ERROR- FREE OR FAULT-FREE ITEMS OR SERVICES. TO THE EXTENT PERMITTED BY LAW, THE ATHENANET SERVICES ARE PROVIDED “AS IS” WITH ALL FAULTS AND DEFECTS. EXCEPT AS EXPRESSLY PROVIDED HEREIN, ATHENA DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), WITH RESPECT TO ANY SERVICE OR ITEM PROVIDED HEREUNDER, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY, TITLE, DESIGN, INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY ARISING FROM CONDUCT, COURSE OF DEALING, CUSTOM, OR USAGE IN TRADE.
b. No claim against either party of any kind under any circumstances will be filed more than one year after the other party knows, or in the exercise of reasonable care could know of, such claim, or an act or omission would give rise to such claim.
c. The remedy of a credit as set forth with respect to any Minimum Service Commitment in the applicable Service Description will be the sole and exclusive remedy for the acts or omissions of Athena relating to the performance of that Minimum Service Commitment. Notwithstanding any provision in this Agreement to the contrary, the combined aggregate credit remedy with respect to all Minimum Service Commitments on account of any month is limited to a maximum of 20% of the monthly service fee (as defined in the applicable Service Description) for that month.
d. Athena’s cumulative, aggregate liability in connection with or arising in any way or in any degree from this Agreement, from the athenaNet Service, or otherwise from the acts or omissions of Athena under any and all legal theories will not exceed the lesser of
(i) $500,000 or (ii) the total amount paid by Brightree on behalf of Network Facility to Athena in the 12 months before such claim arose. If damages are measured by the cost of medical services provided or the dollar value of claims submitted, Athena’s liability for such damages will not exceed the service fees attributable to such services or claims. Athena will not be liable for and will not incur any credit or remedy against it for failure to provide services or functionality with respect to any claim, statement, or transaction that it believes in good faith contains inaccurate, misleading, or otherwise improper information. NOTWITHSTANDING ANYTHING TO THE CONTRARY, NEITHER PARTY WILL BE LIABLE UNDER ANY LEGAL THEORY FOR INDIREC...