13Remedies Sample Clauses
13Remedies. Contractor acknowledges that the State, because of the unique nature of its data, would suffer irreparable harm in the event that Contractor breaches its obligation under this Security and Data Protection section, and monetary damages may not adequately compensate the State for such a breach. In such circumstances, the State will be entitled, in addition to monetary relief, to injunctive relief or specific performance as may be necessary to restrain any continuing or further breach by Contractor, without showing or proving any actual damages sustained by the State.
13Remedies. The rights, powers and remedies of the parties under this Agreement are cumulative and not exclusive of any other right, power or remedy which such parties may have under any other agreement or Law. No single or partial assertion or exercise of any right, power or remedy of a party hereunder shall preclude any other or further assertion or exercise thereof.
13Remedies. Each of the Company and the Purchaser shall be entitled to exercise all rights provided herein or granted by Law, including recovery of damages, for any breach of the Transaction Documents.
13Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each of the Purchasers and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction Documents and hereby agree to waive and not to assert in any Proceeding for specific performance of any such obligation the defense that a remedy at law would be adequate.
13Remedies. In the event of a breach or a threatened breach by any party to this Agreement of its obligations under this Agreement, any party injured or to be injured by such breach will be entitled to specific performance of its rights under this Agreement or to injunctive relief, in addition to being entitled to exercise all rights provided in this Agreement and granted by law. The parties agree that the provisions of this Agreement shall be specifically enforceable, it being agreed by the parties that the remedy at law, including monetary damages, for breach of any such provision will be inadequate compensation for any loss and that any defense or objection in any action for specific performance or injunctive relief that a remedy at law would be adequate is waived.
13Remedies. Unless otherwise expressly provided in this Agreement, none of the remedies set forth in this Agreement are intended to be exclusive, and each Party shall have available to it all remedies available under law or in equity or in any other agreement between the Parties.
13Remedies. (a) The Parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy to which they are entitled at law or in equity.
(b) Buyer acknowledges and agrees that (i) receipt of the representations and warranties insurance policy is not a condition to consummation of the transactions contemplated by this Agreement and that Buyer’s failure or inability to obtain a representations and warranties insurance policy shall not affect Buyer’s obligation to consummate the transactions contemplated hereby, (ii) Buyer shall cause any representations and warranties insurance policy obtained in connection with the transactions contemplated hereby to at all times provide that (A) the insurer(s) of such policy may not seek to enforce, or enforce, any subrogation rights it (or any of them) might have against Seller, any of its Affiliates, or any of its or their respective officers, directors, managers, equityholders, employees, agents, advisors or representatives, and (B) Buyer is not obligated to bring any claim against Seller or any of its Affiliates prior to bringing a claim against such policy, and (iii) Buyer shall bear all costs, fees, expenses, premiums and Taxes relating to the procurement and binding of any such policy.
13Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each of Gilead and the Company will be entitled to seek specific performance under this Agreement. The parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in this Agreement and hereby agree to waive and not to assert in any action for specific performance of any such obligation the defense that a remedy at law would be adequate.
13Remedies. Each party hereto recognizes and agrees that the violation of any term, provision or condition of this Agreement may cause irreparable damage to the other parties which may be difficult to ascertain, and that the award of any sum of damages may not be adequate relief to such parties. Each party, therefore, agrees that, in addition to the remedies available in the event of a breach of this Agreement, any other party shall have a right to equitable relief including, but not limited to, the remedy of specific performance. 15.14Representations and Warranties. Each Partner hereby represents to the other Partners as follows: (a)Such Partner is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation and has the power and authority to own its property and carry on its business as owned and carried on at the date hereof and as contemplated hereby. Such Partner is duly licensed or qualified to do business and in good standing in each of the jurisdictions in which the failure to be so licensed or qualified would have a material adverse effect on its ability to perform its obligations hereunder. Neither the execution, delivery nor performance of this Agreement by the Partner will conflict with the provisions of the Partner's Articles of Incorporation, Bylaws, or other organizational instruments, violate any order, writ, injunction or decree of any court, administrative agency or governmental body, or constitute or result in a violation or breach of any term or provision, or constitute a default under, any contract, mortgage, lease or other agreement by which the Partner or its assets are bound.
(b) Such Partner has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and the execution, delivery, and performance of this Agreement have been duly authorized by all necessary corporate action. This Agreement constitutes the legal, valid, and binding obligation of such Partner. The Partner has the ability to perform its obligations hereunder (or will have the ability to do so when such performance is called for herein).
(c) The representations and warranties made by the Partners in this Agreement shall survive the execution hereof. 15.15Arbitration. Any claim, dispute or other matter in question between the parties hereto arising out of or relating to this Agreement, or the breach thereof, shall be decided by arbitration in accordance with the rules of the...
13Remedies. Each Party shall be free to seek, in accordance with Section 14.1 and Section 14.2, damages, expenses and remedies that may be available to it under Applicable Law or in equity, with respect to any breach of this Agreement. Each Party shall be entitled, at such Party’s option and its sole discretion, to offset the amount of any damages and expenses obtained against the other Party in a final determination obtained in accordance with Section 14.1 and Section 14.2 against any amounts otherwise due to such other Party under this Agreement.