AcquireCo Damages Sample Clauses

AcquireCo Damages. If at any time after the execution of this Agreement: (a) the TargetCo Board of Directors: (i) withdraws, modifies, qualifies or changes in any manner which in the opinion of AcquireCo, acting reasonably, is adverse to AcquireCo, its determination, approval or recommendation with respect to the Arrangement referred to in Section 3.1(d) and Section 4.1(ww), resolves to do so or makes a public announcement to that effect (unless AcquireCo is then in material breach of its obligations hereunder and such withdrawal, modification, change or qualification relates to such breach); (ii) recommends that TargetCo Shareholders deposit or tender their TargetCo Shares to, vote in favour of or otherwise accept, an Acquisition Proposal; or (iii) fails to publicly reaffirm and maintain its determination, approval or recommendation with respect to the Arrangement to the TargetCo Securityholders, consistent with Section 3.1(d) and Section 4.1(ww) as soon as practicable (and in any event within three Business Days) of any written request to do so by AcquireCo or after the public announcement or commencement of, or the public announcement of a bona fide intention to make or propose, any bona fide Acquisition Proposal or any variation of an existing bona fide Acquisition Proposal (or if the TargetCo Meeting is scheduled to occur prior to the end of that three Business Days, prior to the TargetCo Meeting) (unless AcquireCo is then in material breach of its obligations hereunder and such failure relates to such breach); (b) this Agreement is terminated by TargetCo pursuant to Section 8.1(b) to permit TargetCo to enter into a binding written agreement with any Person in respect of a Superior Proposal (other than an Acceptable Confidentiality Agreement permitted by Section 3.4); (c) TargetCo shall have breached or shall not have performed any covenant to be performed by it under this Agreement, or if any representation or warranty of TargetCo shall have been or become untrue, which breach, non-performance or untruth (individually or in the aggregate) causes or could reasonably be expected to cause a Material Adverse Change in respect of TargetCo or materially impedes or could reasonably be expected to impede the completion of the Arrangement and provided that, other than a breach, non-performance or untruth which is not curable (which for greater certainty shall include any breach of Section 3.4 or this Section 6.1), TargetCo shall have been provided with prompt written notice of ...
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Related to AcquireCo Damages

  • Direct Damages A PARTY’S DAMAGES RESULTING FROM A BREACH OR VIOLATION OF ANY REPRESENTATION, WARRANTY, COVENANT, AGREEMENT OR CONDITION CONTAINED IN THIS AGREEMENT OR ANY ACT OR OMISSION ARISING FROM OR RELATED TO THIS AGREEMENT SHALL BE LIMITED TO ACTUAL DIRECT DAMAGES AND SHALL NOT INCLUDE ANY OTHER LOSS OR DAMAGE, INCLUDING INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, PRODUCTION, OR REVENUES, AND EACH PARTY RELEASES THE OTHER PARTY FROM ALL SUCH CLAIMS FOR LOSS OR DAMAGE OTHER THAN ACTUAL DIRECT DAMAGES; PROVIDED THAT THIS LIMITATION TO DIRECT DAMAGES SHALL NOT LIMIT THE PARTIES’ INDEMNIFICATION OBLIGATIONS UNDER Section 3.5(c), Section 7.3, AND Article 15.

  • Indirect Damages To the maximum extent permitted by Law, the Stripe Parties will not be liable to you or your Affiliates in relation to this Agreement or the Services during and after the Term (whether in contract, negligence, strict liability or tort, or on other legal or equitable grounds) for any lost profits, personal injury, property damage, loss of data, business interruption, indirect, incidental, consequential, exemplary, special, reliance, or punitive damages, even if these losses, damages, or costs are foreseeable, and whether or not you or the Stripe Parties have been advised of their possibility.

  • Actual Damages Contractor is liable to CMHA for all actual and direct damages caused by Contractor’s default. In the event Contractor fails to provide services or material as provided for in the Contract Documents, CMHA may substitute the services and/or material from a third party. CMHA may recover the costs associated with acquiring substitute services and/or materials, less any expense or costs saved by Contractor’s default, from Contractor.

  • Liability for Damages 1. The Purchaser shall be liable for any damages sustained by the State arising from Purchaser’s breach of the terms of this Contract and the State may cause all or part of the performance bond to be forfeited to recover such damages. 2. In the event that a portion of the timber sale under this Contract is resold as a result of the Purchaser’s forfeiture and the stumpage rate pursuant to the resold contract is lower than the stumpage rate provided herein, the difference between the original rate and the new rate shall be considered damages and the Purchaser shall be liable to the State for those damages. The State may cause all or part of the Purchaser’s performance bond to be forfeited to recover such damages.

  • Damages Should the registration or the effectiveness thereof required by Sections 5.1 and 5.2 hereof be delayed by the Company or the Company otherwise fails to comply with such provisions, the Holder(s) shall, in addition to any other legal or other relief available to the Holder(s), be entitled to obtain specific performance or other equitable (including injunctive) relief against the threatened breach of such provisions or the continuation of any such breach, without the necessity of proving actual damages and without the necessity of posting bond or other security.

  • Special Damages NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT TO THE CONTRARY, AND EXCEPT AS PROVIDED BELOW, IN NO EVENT WILL EITHER PARTY OR ANY PERSON IN ITS GROUP BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT, COLLATERAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS SUFFERED BY AN INDEMNITEE, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, IN CONNECTION WITH ANY DAMAGES ARISING HEREUNDER OR THEREUNDER; PROVIDED, HOWEVER, THAT TO THE EXTENT AN INDEMNIFIED PARTY IS REQUIRED TO PAY ANY DAMAGES, INCLUDING SPECIAL, INCIDENTAL, INDIRECT, COLLATERAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS (OTHER THAN DAMAGES OR LOST PROFITS CONSTITUTING EXCLUDED LIABILITIES), TO A PERSON WHO IS NOT IN EITHER GROUP IN CONNECTION WITH A THIRD PARTY CLAIM, SUCH DAMAGES WILL CONSTITUTE DIRECT DAMAGES AND WILL NOT BE SUBJECT TO THE LIMITATION SET FORTH IN THIS SECTION 11.17.

  • NO LIABILITY FOR CONSEQUENTIAL DAMAGES In no event shall Xxxxxxxx Software GmbH or its distributors be liable for any damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of the use of or inability to use this Software and related materials, even if Xxxxxxxx Software GmbH has been advised of the possibility of such damages. Because some states do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you.

  • No Punitive Damages If any dispute arises regarding the application, interpretation or enforcement of any provision of this Agreement, including fraud in the inducement, the parties hereby waive their right to seek punitive damages in connection with said dispute.

  • Liability and Damages The liability provisions of the Terms shall apply except as explicitly agreed otherwise in this DPA.

  • Punitive Damages The Administrative Agent, the Lenders and the Borrower hereby agree that no such Person shall have a remedy of punitive or exemplary damages against any other party to a Loan Document and each such Person hereby waives any right or claim to punitive or exemplary damages that they may now have or may arise in the future in connection with any Dispute, whether such Dispute is resolved through arbitration or judicially.

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