Alternate Remedies. If the indemnification provided for in this Section 4.7 is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any losses, claims, damages or liabilities referred to herein, the indemnifying party, in lieu of indemnifying such indemnified party hereunder, shall, to the extent permitted by Applicable Law, contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other in connection with the Violation(s) that resulted in such loss, claim, damage or liability, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined by a court of law by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.
Alternate Remedies. Available Nothing in this Article shall be construed to limit or abridge the Employer’s right to seek other available remedies provided by law to deal with any unauthorized or unlawful labor action.
Alternate Remedies. In lieu of the terms set forth in paragraphs 8.1 and 8.2 above, Customer may select the alternate remedy provisions set forth in this paragraph 8.3. Customer must provide notice of its election to utilize this paragraph 8.3 by providing written notice to Boeing no later than twenty four (24) months prior to the first day of the first month of the first Aircraft’s Three Month Delivery Window (Remedy Election Notice). Should Customer not deliver the Remedy Election Notice within the prescribed time period, this paragraph 8.3 shall not apply to Boeing’s purchase of SPE on Customer’s behalf and the terms of paragraphs 8.1 and 8.2 shall be in full force and effect for all Aircraft under this Purchase Agreement. Upon Customer’s timely delivery of the Remedy Election Notice indicating its election to utilize the alternate remedy terms in this paragraph 8.3, the parties will execute a Supplemental Agreement to the Purchase Agreement removing paragraphs 8.1 and 8.2 from this Letter Agreement and including the following terms applicable to SPE:
8.3.1 Boeing will charge Customer a fee equal to ten (10%) of the escalated price of the actual SPE equipment purchased and installed on the Aircraft. Such fee will be due and payable upon Aircraft delivery and included in the final invoice for the Aircraft;
8.3.2 If Customer’s nonperformance of its obligations in this Letter Agreement causes a delay in the delivery of the Aircraft or causes Boeing to perform out-of-sequence or additional work, Customer will reimburse Boeing for all resulting expenses and be deemed to have agreed to any such delay in Aircraft delivery. In addition, Boeing will have the right to:
8.3.2.1 delay delivery of the Aircraft;
8.3.2.2 deliver the Aircraft without installing the SPE;
8.3.2.3 provide and install suitable alternate equipment and invoice Customer for the associated cost; and/or
8.3.2.4 increase the Aircraft Price by the amount of Boeing’s additional costs attributable to such noncompliance.
Alternate Remedies. Nothing in this Agreement shall be deemed as preventing either Party from seeking specific performance, injunctive or other equitable relief or any other provisional remedy from any court having jurisdiction over the Parties and the subject matter of the Dispute as necessary to protect the name, Confidential Information or Intellectual Property belonging to either Party or their respective Representatives without proof of actual damages and without the posting of bond or security for costs.
Alternate Remedies. If the indemnification provided for in this Section 3.8 is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any losses, claims, damages or liabilities referred to herein, the indemnifying party, in lieu of indemnifying such indemnified party hereunder, shall to the extent permitted by applicable law contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other in connection with the Violation(s) that resulted in such loss, claim, damage or liability, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined by a court of law by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.
Alternate Remedies. If the appraiser(s) fail to reach a decision within thirty (30) days after the appointment of the Third Appraiser or the mutually agreed upon Single Appraiser, as the case may be, the non-defaulting Partner shall have the right to withdraw its election to purchase the defaulting Partner's Interest pursuant to this Paragraph 9.4 and to dissolve and liquidate the Partnership by giving the defaulting Partner written notice thereof within ten (10) days after the end of such thirty (30) day period.
Alternate Remedies. 11.1 In addition to and without prejudice to the rights and remedies of [YOUR COMPANY NAME] in Article 10 to terminate this Agreement, [YOUR COMPANY NAME] shall have the right to seek judicial enforcement of its rights and remedies including, without limitation, injunctive relief, damages or specific performance.
Alternate Remedies. If Your use of any ERX Services hereunder is, or in ERX’s opinion is likely to be, enjoined, then ERX may at ERX’s sole option and expense: (a) procure for You the right to continue using the infringing items under the terms of this Agreement; (b) replace or modify the infringing items so that they are non-infringing and substantially equivalent or better in function to that of the enjoined items; or
(c) if options (a) and (b) above cannot be accomplished despite XXX’s commercially reasonable efforts, then ERX may terminate Your rights and ERX’s obligations hereunder with respect to such infringing items and reimburse to You any pre-paid fees actually received by ERX for the remainder of the Subscription Term.
Alternate Remedies. 73 11.8. Recourse against Escrowed Funds .................................... 73 11.9. Instructions to Escrow Agent ....................................... 75
Alternate Remedies. After the Closing, a Buyer Indemnified Party seeking indemnification for any Buyer Indemnified Costs arising under this Agreement or any other Transaction Documents shall be required to enforce available remedies under the Company's Acquisition Documents (including any escrows) prior to seeking or receiving indemnification under this Agreement. Buyer shall notify and keep the Selling Stockholders informed as to all material developments with respect to availability of and Buyer's actions to enforce any and all available remedies under the Acquisition Documents. At the time a claim is made by a Buyer Indemnified Party against a third party under any Acquisition Documents, the Buyer Indemnified Party may also make a claim under this Agreement as provided in Section 11.3; provided that the Buyer Indemnified Party shall not be entitled to receive indemnification under this Agreement until all remedies, if any, under the Acquisition Documents have been exhausted. After all remedies, if any, under any Acquisition Documents have been exhausted, the Buyer Indemnified Party shall be entitled to payment of any remaining indemnification claim pursuant to the terms of this Article XI and the Indemnification Escrow Agreement with respect to any claim by a Buyer Indemnified Party against a Selling Stockholder for Buyer Indemnified Costs payable under this Article XI.
