Breach of Agreement and Remedies Sample Clauses

Breach of Agreement and Remedies. 9.1 All terms and conditions recorded in this agreement are deemed to be material terms of the agreement and should any party at any stage wish to prove the contrary, the onus of such proof shall rest on such party. 9.2 DJ’s at its sole and absolute discretion may elect to cancel this agreement immediately should the performer fail to comply with any of the terms and conditions recorded herein. 9.3 Alternative to the above, DJ’s may elect to xxxx the following penalties on the performer: 9.3.1 Failing to attend to an assignment R500.00. 9.3.2 R100.00 for every 15 (fifteen) minutes that the performer arrives late to an assignment. 9.4 Should the performer leave the assignment before being allowed to do so shall result in the performer forfeiting his entire earnings (fees) to DJ’s. 9.5 The performer acknowledges that his failure to arrive on time or at all at an assignment or specific appointment could result in the Agent electing to hold the performer liable for the full production costs which could easily exceed R100 000.00. 9.6 Without waiving any rights or remedies under this agreement or otherwise, DJ’s and the performer may from time to time recover, any damages arising out of any breach of this agreement by the other party. 9.7 Failure by the performer to arrive at auditions after agreeing to attend will result in a fine as another performer could attend same audition, our data base which is national has a section which agent and casting agents are able to type in a specific category reliable or not reliable, this will definitely affect your ability to attend auditions, if not reliable is ticked – this will entitle DJ’s to cancel this agreement and remove the performer from its books. 9.8 Failure by the performer to arrive at a specific appointment, for example, (a closed audition) which appointment the performer has specifically been requested to attend will result in DJ’s charging the performer a penalty levy in the amount of up to R500 -00 (five hundred rands).(unless told to DJ’s timeously) 9.9 If artist does attend audition or meeting on behalf of DJ’s and another job is confirmed via the client, or person (company) at audition or after the audition (meeting) – DJ’s must be informed and is entitled to full commission of those jobs, productions. 9.10 Artiste not to call client, only DJ’s bookers to call clients. 10 RELATIONSHIPS BETWEEN PARTIES 10.1 Nothing in this agreement can be construed to create an employer / employee relationship between DJ...
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Breach of Agreement and Remedies. Any one of the following circumstances shall constitute or be deemed as breach of this Agreement and individual agreement by Party A: 1. Party A fails to pay any sum or repay and debts to Party B according to the provisions of this Agreement and individual agreements; 2. Party A fails to use the loans for the purpose as specified in this Agreement and individual agreements; 3. The representations of Party A in this Agreement and individual agreements is false or it breaches its warranties made in this Agreement and individual agreements; 4. Any circumstances as specified in Article 2 Section 4 of this Agreement that may affect Party A or the guarantor’s financial position or its capacity to perform the Agreement in the view of Party B and that Party A fails to provide new guarantee or change the guarantor according the provisions of this Agreement; 5. Party A terminates its operation, dissolves, is cancelled or goes bankruptcy; 6. Party A breaches other provisions of this Agreement and individual agreements regarding the rights and obligations of related parties; 7. Party A breaches other contracts between it and Party B or other agencies of Bank of China Limited; 8. The guarantor breaches the guarantee contract or other contracts with Party B or other agencies of Bank of China Limited. Under any of the events of breach as mentioned above, Party B is entitled to take the following measures respectively or at the same time according to actual circumstances: 1. Request Party A and the guarantor to correct their breach within a fixed period of time; 2. Reduce, suspend or terminate the line of credit granted to Party A in whole or in part; 3. Suspend or terminate in whole or in part the acceptance of Party A’s business application under this Agreement and individual agreements or other agreements between Party A and Party B; to suspend or terminate in whole or in part the granting and processing any outstanding loans, trade financing and letter of guarantee; 4. Declare immediate expiration or maturity in whole or in part of this Agreement and individual agreements, the principal and interests of any outstanding loans, funds of trade financing and money advanced for the letter of guarantee and other accounts payable; 5. Terminate or cancel this Agreement, or terminate or cancel individual agreements or other agreements between Party A and Party B in whole or in part; 6. Claim compensation against Party A for the losses arising from Party A’s breach of this Agre...
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Breach of Agreement and Remedies. The occurrence of any one or more of the following events shall be deemed an “Event of Default" under this Agreement: A. Any failure to fulfill any covenants and obligations under this Agreement that shall continue for a period of thirty (30) days following written notice from any party to this agreement ; however, in the event that such failure cannot be reasonably cured within such thirty B. Upon a material and adverse Event of Default, which has not been cured, or a commitment to cure has not been made, in addition to all remedies available at law and/or equity, the City or the CRA shall have the right to terminate this Agreement, by providing written notice to Developer, in which event the parties shall be released from all further obligations under this Agreement, and the City or the CRA shall be relieved from any and all obligations to reimburse Developer for any amounts whatsoever, provided, however, that such right to terminate provide herein shall cease upon the earlier of (i) the date of the payment of the contribution as outlined in paragraph 16 below (or placement of alternate security thereto), and
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Breach of Agreement and Remedies. Mikelsons acknowledges and agrees that Mikelsons’ actual or threatened breach of this Agreement will cause or threaten irreparable injury to the ATA Group that cannot adequately be measured in money damages. The ATA Group shall therefore be entitled to obtain injunctive relief with respect to any such actual or threatened breach by Mikelsons in addition to and not in lieu of any other available remedies. Mikelsons shall also pay any and all costs, damages and other expenses, including without limitation all attorneys' fees, witness fees and other legal expenses which are incurred by the ATA Group in enforcing this Agreement
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Breach of Agreement and Remedies. 7.1 If prior to the Closing Date, it becomes apparent that the Seller is in breach of any of the representations, warranties or covenants hereunder, the Purchaser shall be entitled, in addition to and without prejudice to all other rights and remedies available to the Purchaser in respect thereof, to rescind this Agreement by notice in writing to the Seller to that effect whereupon: (a) the Seller shall forthwith indemnify the Purchaser in full for and against all costs, charges and expenses (including, but not limited to, all legal and other professional fees and expenses) incurred by the Purchaser in connection with the negotiation, preparation and rescission of this Agreement; and the Seller shall forthwith refund the Purchaser in full for any part of the Consideration that has been paid by the Purchaser. (b) 9, 10, 11.4, 11.6, 11.7 All other provisions of this Agreement shall cease and terminate except for Article 9, 10, 11.4, 11.6 and 11.7 hereof. 7.2 Private & Confidential Prosper Focus Enterprise After the Closing Date, the Seller hereby agrees to indemnify the Purchaser in respect of all its costs (including all its legal costs) or expenses which the Purchaser may incur either before or after the commencement of any action in connection with: (a) The settlement of any claim that any of the representations, warranties or covenants are untrue or misleading or have been breached; (b) Any legal proceedings in which the Purchaser claims that any of the representations, warranties or covenants are untrue or misleading or have been breached and in which judgment is given in favor of the Purchaser; or (c) The enforcement of any such settlement or judgment. 7.3 4.1 4.2 5 5.1 In the event that, due to any reasons other than any of the Parties hereof, all of the Conditions Precedent as set out in the Article 4.1 have not been fulfilled on or prior to the Satisfaction Date of Conditions as specified in Article 4.2, or the Closing as set out in Article 5 has not been completed on or prior to the Closing Date, any of the Parties hereof has no right to claim against the other Party in respect of the cost, fees, expenses or any other relevant losses arising out of the execution and performance of this Agreement, unless otherwise agreed.
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Breach of Agreement and Remedies. If either Party breaches any term or condition of this Agreement, the non-breaching Party shall provide the breaching Party with notice of the breach. Upon its receipt of a notice of breach, the breaching Party shall have sixty (60) days to cure the breach. If the breaching Party does not cure the breach within the sixty (60) days, the non-breaching Party shall have all rights and remedies at law (except termination of this Agreement) and in equity including, without limitation, the right to enforce specific performance of this Agreement by the breaching Party and the right to perform the obligation in question and to seek restitution for all damages incurred in connection therewith.
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Breach of Agreement and Remedies. The occurrence of any one or more of the following events shall be deemed an “Event of Default" under this Agreement: A. Any failure to fulfill any covenants and obligations under this Agreement that shall continue for a period of thirty (30) days following written notice from any party to this agreement ; however, in the event that such failure cannot be reasonably cured within such thirty (30) day period, so long as the non-breaching party, determines that such failure was beyond the reasonable control of the breaching party or did not result from a lack of good faith and breaching party has promptly commenced the action(s) necessary to cure the failure and diligently and continuously prosecutes such action, the thirty (30) day cure period shall be extended for such period as may reasonably be necessary to cure such failure. B. Upon a material and adverse Event of Default, which has not been cured, or a commitment to cure has not been made, in addition to all remedies available at law and/or equity, the City or the CRA shall have the right to terminate this Agreement, by providing written notice to Developer, in which event the parties shall be released from all further obligations under this Agreement, and the City or the CRA shall be relieved from any and all obligations to reimburse Developer for any amounts whatsoever, provided, however, that such right to terminate provide herein shall cease upon the earlier of (i) the date of the payment of the contribution as outlined in paragraph 16 below (or placement of alternate security thereto), and (ii) commencement of construction. In the event Developer commences construction of a Project and the City reasonably determines that the Project has been abandoned pursuant to Section 32-761 of the City Code, Developer shall demolish, at its expense, any partially completed improvements and restore the site to the state at which it existed prior to the construction.
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Breach of Agreement and Remedies. Xxxxxxxx acknowledges and agrees that -------------------------------- should he fail to comply with any of his obligations set forth in this Agreement prior to receiving the payments and benefits of the Special Separation Benefit described in Paragraph 3 above, the Company, in addition to any other legal or equitable remedy available, will have no obligation to pay Xxxxxxxx the Special Separation Benefit, except as provided below; but that all other provisions of this Agreement shall remain in full force and effect. In addition, if Xxxxxxxx exercises his limited right to revoke his release of his Age Discrimination in Employment Act claims as provided in this Agreement, he understands and agrees that he will be eligible to receive the payments and benefits of the Special Separation Benefit described in subparagraph (a) of Paragraph 3, but will not be eligible to receive the payments and benefits of the Special Separation Benefit described in subparagraphs (b),(c), (d), or (e) of Paragraph 3. Xxxxxxxx further understands and agrees that in the event of such a revocation, all other provisions of this Agreement shall remain in full force and effect. In the event that Xxxxxxxx shall obtain any money judgment or otherwise prevail with respect to any litigation brought by Xxxxxxxx to enforce any provision contained herein, the Company shall reimburse Xxxxxxxx for his reasonable attorneys' fees, expert witness fees and disbursements incurred in such litigation.
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Breach of Agreement and Remedies 
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Related to Breach of Agreement and Remedies

  • Termination and Remedies (a) In the event that the Purchaser defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement, or assigns this Agreement without the Vendor’s consent, the Purchaser’s Deposit (including any portion of the Deposit bonded by the Purchaser under the terms of this Agreement) shall immediately be forfeited to the Vendor. Such forfeiture shall not be deemed to be liquidated damages, and shall not preclude further claims by the Vendor against the Purchaser for any and all remedies available at law and at equity, including but not limited to damages arising from the Purchaser’s breach and/or specific performance. (b) In the event that the Purchaser defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement and the Purchaser’s Deposit (including any portion of the Deposit bonded by the Purchaser under the terms of this Agreement) is forfeited to the Vendor, the Vendor’s damages arising from the Purchaser’s breach shall be deemed to be at least equal to the forfeited Deposit without restricting the right of the Vendor to xxx for additional damages and/or specific performance. (c) In the event that the Purchaser defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement and the Vendor takes steps to enforce the terms and conditions of this Purchase Agreement, or commences or defends any action for the judicial interpretation, enforcement, termination, cancellation or rescission hereof or for damages for the breach hereof, the Vendor, in the event it is successful in such action, shall be entitled to solicitor and client costs on a full indemnity basis. (d) In the event that the Vendor, in its sole discretion, determines that the Purchaser is behaving in an unreasonable, disruptive or unruly manner either by action or inaction, or that the Vendor cannot meet the expectations of the Purchaser, the Vendor may unilaterally terminate this Purchase Agreement. In the event that the Vendor is unable to perform the scope of work as specified in this Purchase Agreement for reasons beyond the control of the Vendor, the Vendor may terminate this Purchase Agreement. Upon termination of this Purchase Agreement pursuant to this subclause, the Vendor will return all Deposits to the Purchaser, without interest, after deducting any reasonable and necessary expenses incurred by the Vendor prior to cancellation, including, but not limited to, taxes, utilities, interest and other carrying costs. (e) In the event that the Vendor defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement, then the Deposit paid by the Purchaser under the terms of this Purchase Agreement, together with any accrued interest thereon, will be paid by the Vendor to the Purchaser and the Purchaser will have no further claim against the Vendor.

  • Waiver and Remedies The parties may (a) extend the time for performance of any of the obligations or other acts of any other party to this Agreement, (b) waive any inaccuracies in the representations and warranties of any other party to this Agreement contained in this Agreement or in any certificate, instrument or document delivered pursuant to this Agreement or (c) waive compliance with any of the covenants, agreements or conditions for the benefit of such party contained in this Agreement. Any such extension or waiver by any party to this Agreement will be valid only if set forth in a written document signed on behalf of the party or parties against whom the waiver or extension is to be effective. No extension or waiver will apply to any time for performance, inaccuracy in any representation or warranty, or noncompliance with any covenant, agreement or condition, as the case may be, other than that which is specified in the written extension or waiver. No failure or delay by any party in exercising any right or remedy under this Agreement or any of the documents delivered pursuant to this Agreement, and no course of dealing between the parties, operates as a waiver of such right or remedy, and no single or partial exercise of any such right or remedy precludes any other or further exercise of such right or remedy or the exercise of any other right or remedy. Any enumeration of a party’s rights and remedies in this Agreement is not intended to be exclusive, and a party’s rights and remedies are intended to be cumulative to the extent permitted by law and include any rights and remedies authorized in law or in equity.

  • Breach and Remedies If Seller discovers or is notified of a security breach or potential security breach based on the restrictions contained in this article (“Security Breach”), Seller immediately shall: (i) cease access to any Proprietary Information and Materials that are the subject of the Security Breach and shall not review any Unauthorized Proprietary Information and Materials; (ii) provide notice to Buyer, including notice of the materials involved in the Security Breach, by sending notice to xxxxx@xxxxxx.xxx and to Buyer’s Authorized Procurement Representative for this Contract; and (iii) assist Xxxxx in investigating, remedying, and taking any other action Buyer deems necessary to address such Security Breach, including related to any dispute, inquiry, or claim related to such Security Breach. Seller agrees to permit Buyer to review its security control procedures and practices via physical or electronic access by Buyer, including access to Seller facilities in which such systems are located, as well as any and all premises where maintenance, storage or backup activities are performed. Any material breach of this article by Seller may be considered a default for which Buyer may suspend Electronic Access and/or cancel this Contract, and any other contracts between Buyer and Seller, in accordance with the "Cancellation for Default" article of this Contract. Further, Seller acknowledges that any attempts by Seller or any Seller Personnel to circumvent any security measures designed to prevent unauthorized access to the Boeing Systems may be subject to criminal or civil penalties under the U.S. Federal Computer Fraud and Abuse Act and other applicable laws and regulations.

  • Waivers and Remedies The waiver by any of the parties hereto of any other party's prompt and complete performance, or breach or violation, of any provision of this Agreement shall not operate nor be construed as a waiver of any subsequent breach or violation, and the waiver by any of the parties hereto to exercise any right or remedy which it may possess hereunder shall not operate nor be construed as a bar to the exercise of such right or remedy by such party upon the occurrence of any subsequent breach or violation.

  • Breach of Agreement Failure by the party to comply with or perform any agreement or obligation (other than an obligation to make any payment under this Agreement or delivery under Section 2(a)(i) or 2(e) or to give notice of a Termination Event or any agreement or obligation under Section 4(a)(i), 4(a)(iii) or 4(d)) to be complied with or performed by the party in accordance with this Agreement if such failure is not remedied on or before the thirtieth day after notice of such failure is given to the party;

  • Liability and Remedies Compliance with the insurance requirements of this Charter shall not limit the liability of the School, its subcontractors, its sub-subcontractors, its employees or its agents to the Sponsor or others. Any remedy provided to the Sponsor or its members, officers, employees, or agents by the insurance shall be in addition to and not in lieu of any other remedy available under the Charter or otherwise.

  • Indemnification and Remedies 10.1. The Shareholders and the holders of Vested Options (“Indemnifying Parties”) agree severally and not jointly to protect, defend, indemnify, and hold the Purchaser, the Company and their Affiliates, together with the directors, employees and advisors of the foregoing (the “Indemnified Parties”), harmless against and in respect of any and all loss, liability, deficiency, damage, decrease in value (excluding reduction in Tax losses or loss of NOLs), any damages paid to third parties, cost, expense, fines, interest or actions in respect thereof (including reasonable legal fees and expenses) but excluding consequential (except that a claim by a third party shall not be deemed consequential), incidental, multiple of revenue or earnings (but not including loss of value), loss of profits, punitive or exemplary damages (all of the foregoing, “Damages”), as and when incurred, occasioned by: (i) any non-fulfillment, non-performance, violation or breach of this Agreement or any Transaction Document by the Company; or (ii) any inaccuracy, breach or falsity of any of the representations and warranties of the Company contained in Section 5 above or any certificate or other instrument furnished or to be furnished by the Company hereunder; (iii) any Claim by a third party (regardless of whether the claimant is ultimately successful) which, if true, would constitute any of the above; and (iv) disregarding any disclosure in a disclosure schedule, any Pre-Closing Taxes and (disregarding any disclosure in a disclosure schedule) any breach or falsity contained in Sections 5.7, 6.8, 8.2.19, 8.11 or 8.12, any Tax liability of the Company in connection with any payment made or deemed made by the Company at or prior to the Closing in connection with the Transaction or any Tax liability in connection with any payment pursuant to this Agreement made without sufficient withholding under applicable law provided however, that the Shareholders shall not be jointly liable for a Claim in connection to Tax withholding against a breaching Shareholder for submission of incorrect or false information (in which case, such breaching Shareholder shall be severally liable as set forth in Section 10.2); (v) disregarding any disclosure in a disclosure schedule), any Transaction Costs, (vi) disregarding any disclosure in a disclosure schedule), any liability pursuant to indemnification undertakings granted by the Company to directors and/or officers thereof in connection with the period prior to the Closing Date; (vii) disregarding any disclosure in a disclosure schedule), the matters set out in Schedule 10.1 attached hereto; (viii) disregarding any disclosure in a disclosure schedule), any Claim by a Shareholder, or former shareholder (or holder of Company Options, including indemnity for Damages of such holder in respect of the rate of taxes paid by such holder in excess of the 102 benefit (25% plus excess tax, if applicable) in cases where the ITA disqualifies the grant under a trustee capital gains route, or any other equity securities) of the Company, or any other Person, seeking to assert, or based upon: (a) ownership or rights to ownership of any shares or other equity securities of the Company; (b) any rights of a Shareholder or other equity holder (other than the rights of the Shareholders to receive the payments set out in this Agreement, as and to the extent set forth herein), including any option, preemptive rights or rights to notice or to vote; (c) any Claim that his, her or its shares or other equity securities of the Company were wrongfully repurchased, cancelled, terminated or transferred by the Company or any Person; or (d) any Claim regarding any errors or failures in the allocation or calculation of the applicable Purchase Price payable to such Person or its pro rata share of the Escrow Amount, as set forth in the Waterfall (items (iv) to (viii), together the “Special Indemnities”). 10.2. In addition, each Shareholder, severally and not jointly, agrees to protect, defend, indemnify, and hold the Indemnified Parties, harmless against and in respect of any Damages, as and when incurred, occasioned by: (i) any non-fulfillment, non-performance, violation or breach of this Agreement or any Transaction Document by such Shareholder; or (ii) any inaccuracy, breach or falsity of any of the representations and warranties of such Shareholder contained in Section 6 above or any certificate or other instrument furnished or to be furnished by such Shareholder hereunder; and (iii) any Claim by a third party (regardless of whether the claimant is ultimately successful) which, if true, would constitute the above. 10.3. Promptly, but not later than thirty (30) days after (i) receipt by the Purchaser (or any of its directors, employees or advisors) of notice of the commencement of any Claim, proceeding, or investigation (“Third Party Claim”); or (ii) the Purchaser (or any of its directors, employees or advisors) becoming aware of any breach of this Agreement or falsity of representation or other event or circumstance, in each case, in respect of which indemnity may be sought as provided above, shall notify the Shareholder Representative on behalf of the Indemnifying Party of the Claim, proceeding or investigation and, when known, the facts constituting the basis of such Claim, proceeding or investigation, in reasonable detail, provided that any failure to provide such notice to the Shareholder Representative within such period will not relieve the Indemnifying Parties of any obligation or liability, except and only to the extent that the Shareholder Representative demonstrates that the Indemnifying Parties have been materially prejudiced by such failure to provide such notice to the Shareholder Representative within such period. In the event of any such claim for indemnification hereunder resulting from or in connection with any Third Party Claim, the notice to the Shareholder Representative shall specify, if known, the amount of damages asserted by such third party. In the event of any Third Party Claim, the Purchaser shall assume the defense or prosecution of such Third Party Claim and any litigation resulting therefrom (a “Third Party Defense”). Upon the Purchaser’s assumption of the Third Party Defense (i) the Purchaser shall inform the Shareholder Representative of such Third Party Defense (as set forth herein); (ii) the Shareholder Representative may retain separate counsel, at the expense of the Shareholders; (iii) the Purchaser will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Shareholder Representative which shall not be unreasonably withheld, conditioned or delayed; (iv) the Purchaser shall conduct the Third Party Defense actively and diligently in consultation with the Shareholder Representative and provide copies of all correspondence and related documentation in connection with the Third Party Defense to the Indemnifying Party; and (v) the Indemnifying Party will provide reasonable cooperation in the Third Party Defense to protect the interests of the Indemnified Party. If the Purchaser elects not to assume the Third Party Defense it shall notify the Shareholder Representative of its decision not to assume such defense, and the Shareholder Representative shall have the right to assume the Third Party Defense with counsel of its choice at the expense of the applicable Indemnifying Parties; provided, however, that the Purchaser shall have the right, at its expense, to participate in such Third Party Defense but the Shareholder Representative shall control the investigation and defense thereof in consultation with the Purchaser; provided, however, that any settlement or compromise by the Shareholder Representative shall be subject to the consent of the Purchaser not to be unreasonably withheld, delayed or conditioned. The Shareholder Representative shall conduct the Third Party Defense actively and diligently, and the Purchaser will provide reasonable cooperation in the Third Party Defense. The Parties will in any event co-operate with each other in dealing with any Claim other than in the event of a conflict of interest, and, other than in the event of a conflict of interest, will allow their respective representatives and advisers reasonable access to all books and records which might be useful for such purpose during normal business hours and at the place where they are normally kept, with full right to make copies thereof or take extracts therefrom. Such books and records shall be subject to a duty of confidentiality except for disclosure necessary for resolving such Claim or otherwise required by applicable law. The Indemnifying Party shall not be authorized to settle or compromise any Claim without the written consent of the Indemnified Party, which shall not be unreasonably withheld. 10.4. Notwithstanding anything to the contrary in this Agreement (including Section 10.3), following the Closing Date, the Purchaser will have the right, in the Purchaser’s sole and absolute discretion, to conduct and control, through counsel of the Purchaser’s choosing, the defense of any Tax Contest; provided, however, that to the extent that any Tax Contest could reasonably give rise to an indemnification claim by the Purchaser under this Section 10, the Purchaser will (i) provide notice of such Tax Contest to the Shareholder Representative within thirty (30) days after receiving the first written notice of the commencement of such Tax Contest or from the relevant Governmental Authority, provided that any failure to provide such notice to the Shareholder Representative within such period will not relieve the Shareholders of any obligation or liability, except to the extent that the Shareholders have been materially prejudiced by such failure to provide such notice to the Shareholder Representative within such period, (ii) provide to the Shareholder Representative all information reasonably requested by the Shareholder Representative regarding such Tax Contest, (iii) permit the Shareholder Representative to evaluate and comment on such Tax Contest, and (iv) reasonably and in good faith consider any such comments of the Shareholder Representative. The Purchaser may settle, adjust, or compromise any Tax Contest, in the Purchaser’s sole and absolute discretion, without the consent of the Shareholder Representative. However, without the prior written consent of the Shareholder Representative – which consent (i) will not be unreasonably withheld, delayed, or conditioned and (ii) will be deemed to have been given unless the Shareholder Representative objects in writing within thirty (30) days after receipt of a written request for such consent from the Purchaser – no settlement, adjustment, or compromise of any Tax Contest will be determinative of the existence of a claim for indemnification under this Section 10 or the amount of indemnifiable amounts relating to such claim. In the event that the Shareholder Representative consents in writing to (or is deemed to have consented to) any settlement, adjustment, or compromise of any Tax Contest, neither the Shareholder Representative nor any Shareholder will have any power or authority to object under any provision of this Section 10 to the amount of any claim by the Purchaser for indemnification under this Section 10 with respect to such settlement, adjustment, or compromise. 10.5. Other than with respect to a specific Shareholder for such Shareholder’s Shareholder Fraud Event, the remedies provided in this Section 10 shall be the sole and exclusive remedy of the Purchaser, or any of their Affiliates for any Claims or Damages resulting from the Transaction, except that each Party shall be entitled to injunctive relief to enjoin the breach or threatened breach of any provisions of this Agreement and the specific performance by the other of its obligations hereunder. 10.6. The representation and warranties of the Company and the Shareholders (read together with the disclosure schedules) and the rights of the Purchaser (and its directors, employees and advisors) to indemnification under this Section 10 shall not be affected by any examination made for or on behalf of the Purchaser or the knowledge of any of the Purchaser’s officers, directors, employees or agents. It is understood and agreed that if the Company suffers, incurs or otherwise becomes subject to any Damages as a result of or in connection with any inaccuracy in or breach of any representation, warranty, covenant or obligation (read together with the disclosure schedules) herein, then (without limiting any of the rights of the Purchaser as an Indemnified Party but without double counting and without providing for diminution in value) the Purchaser shall also be deemed, by virtue of its ownership of the shares of the Company, to have incurred Damages as a result of and in connection with such inaccuracy or breach.

  • Warranties and Remedies The Supplier warrants that for a period of 12 months after acceptance of the Goods: a) the Goods are of good quality and free from defects in design and workmanship, b) the Goods are manufactured with only new and unused materials; c) the Goods correspond exactly with the requirements of the Agreement and the reasonable expectations of Sioux regarding the characteristics, quality and reliability of the Goods. In the event of a breach of warranty the Supplier shall, during the warranty period, repair or replace, at Sioux’ discretion, the defective Goods free of charge. Sioux shall notify the Supplier of a warranty issue as soon as possible, and at least within 14 calendar days of discovery of the defect, in writing. Goods repaired or replaced within the warranty period, assume the remainder of the original warranty period, or are warranted for a 6 months period, whichever period is longer. Defects caused by unauthorized modifications, use or improper installation of the Goods by, or on behalf of Sioux shall not be considered a breach of warranty. The Supplier warrants that it performs Services using the duty of care as set out in article 3 and according to the description (including any completion criteria) stated in the PO. The remedy for breach of the warranty for Services shall be re-performance by the Supplier, without charge, of the defective part of the Services. The Supplier warrants it shall comply with all privacy and data protection laws and regulations applicable to its Services or Goods.

  • Enforcement and Remedies Executive acknowledges that money damages would not be sufficient remedy for any breach of this Article 6 by Executive, and Company shall be entitled to enforce the provisions of this Article 6 by terminating any payments then owing to Executive under this Agreement and/or to specific performance and injunctive relief as remedies for such breach or any threatened breach. Such remedies shall not be deemed the exclusive remedies for a breach of this Article 6, but shall be in addition to all remedies available at law or in equity to Company, including, without limitation, the recovery of damages from Executive and Executive’s agents involved in such breach and remedies available to Company pursuant to other agreements with Executive.

  • Limited Warranties and Remedies (1) Online Services. Microsoft warrants that each Online Service will perform in accordance with the applicable SLA during Customer’s use. Customer’s remedies for breach of this warranty are described in the SLA.

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