Certain Limitations on Remedies. Paragraph 7b. provides that certain payments and other benefits shall be received by Employee upon the termination of Employee by the Company other than for Cause and states that these same provisions shall apply if Employee terminates his employment for Good Reason. It is the intention of this Agreement that if the Company terminates Employee other than for Cause (and other than as a consequence of Employee's death, disability or normal retirement) or if Employee terminates his employment with Good Reason, then the payments and other benefits set forth in Paragraph 7b. shall constitute the sole and exclusive remedies of Employee.
Certain Limitations on Remedies. Paragraph provides that certain payments and other benefits shall be received by Employee upon the termination of Employee by the Company other than for Cause and states that these same provisions shall apply if Employee terminates his employment for Good Reason. It is the intention of this Agreement that if the Company terminates Employee other than for Cause (and other than as a consequence of Employee's death, disability or normal retirement) or if Employee terminates his employment with Good Reason, then the payments and other benefits set forth in Paragraph shall constitute the sole and exclusive remedies of Employee. This Paragraph 25 shall have no effect upon the provisions of Paragraph of this Agreement.
Certain Limitations on Remedies. (a) All representations and warranties of the parties hereto contained in or arising out of this Agreement or otherwise in connection herewith shall survive the Closing hereunder and shall continue in full force and effect thereafter until June 30, 2014, except the warranties and representations contained in (i) Sections 5.1, 5.2, 5.3, and 5.4 shall survive indefinitely, (ii) Sections 5.18, 5.19, and 5.21 (other than Section 5.21(a)) shall survive until the third anniversary of the Closing Date, and (iii) Sections 5.21(a) and 5.25, and any claim based on intentional breach or fraudulent misrepresentation, shall survive until sixty (60) days after the expiration of all applicable statutes of limitations (including any amendments extending said statutes). Unless a specified period is set forth in this Agreement or in a Transaction Document (in which event such specified period will control), all agreements and covenants contained in this Agreement and in any Transaction Documents will survive the Closing and remain in effect indefinitely. Notwithstanding anything herein to the contrary, indemnification for any claim for which written notice as provided in this ARTICLE 9 has been timely given prior to the expiration of the representation and warranty upon which such claim is based as provided herein shall not expire, and such claim for indemnification may be pursued, until the final resolution of such claim in accordance with the provisions of this ARTICLE 9.
(b) Notwithstanding anything to the contrary set forth in this Agreement (but subject to the terms of this Section 9.5(b)), the Seller shall not be liable to the Purchaser Indemnified Parties under Section 9.1(a) other than as a result of any misrepresentation or breach of, or omission from, any representation or warranty contained in Sections 5.1, 5.2, 5.3, 5.4, 5.21(a) and 5.25, unless and until (i) the Loss incurred by a Purchaser Indemnified Party for any particular matter exceeds $25,000 and (ii) Losses incurred by all Purchaser Indemnified Parties, in the aggregate, as a result thereof exceed, in the aggregate, $500,000 (the “Basket Amount”); provided, however, that in the event that such Losses exceed the Basket Amount, the Seller shall fully indemnify the applicable Purchaser Indemnified Party for all Losses incurred by such Purchaser Indemnified Party subject to indemnification obligations of the Seller pursuant to Section 9.1(a), including the $500,000 applied to the Basket Amount. Notwithstand...
Certain Limitations on Remedies. Paragraph 7(b) provides that certain payments and other benefits shall be received by Employee upon the termination of Employee by the Company under the circumstances described therein. It is the intention of this Agreement that if the Company terminates Employee other than for Cause then the payments and other benefits set forth in Paragraph 7(b) shall constitute the sole and exclusive remedies of Employee.
Certain Limitations on Remedies. (a) Notwithstanding any of the other provisions set forth in this Agreement to the contrary (including, without limitation, this Section 6), the Administrative Agent hereby agrees, on behalf of itself and the other Secured Parties, that except as permitted pursuant to clause (b) below, it shall not, directly or indirectly, consummate or otherwise take any Enforcement Action (as defined below) that would reasonably be expected to result in an FDIC Investment Prohibited Foreclosure or Other Prohibited Foreclosure; provided that the Borrower shall maintain the ownership structure of it and its Affiliates in a manner that does not restrict the Administrative Agent from commencing Enforcement Actions with respect to any Collateral other than FDIC Investments and Other Restricted Assets (it being understood that, (x) no such restriction shall be deemed to exist if the Administrative Agent can take Enforcement Actions with respect to a Lower Tier Issuer that is a direct or indirect owner of such Collateral but not an Upper Tier Issuer and (y) to the extent necessary to ensure compliance with this proviso, the Borrower shall ensure that all Collateral other than FDIC Investments and Other Restricted Assets shall be held, directly or indirectly, by Pledged Affiliates with respect to which Enforcement Actions would not constitute an FDIC Investment Prohibited Foreclosure or an Other Prohibited Foreclosure).
(b) The parties hereto acknowledge and agree that the foreclosure, transfer or other similar exercise of remedies (an “Enforcement Action”) by the Administrative Agent with respect to certain Pledged Stock, may, in the case of an Enforcement Action with respect to the Pledged Stock of an Issuer (an “Upper Tier Issuer”) that owns Pledged Stock of any other Issuer of Pledged Stock (each, a “Lower Tier Issuer”), result in an FDIC Prohibited Foreclosure or Other Prohibited Foreclosure in circumstances where an Investment Asset that could be the subject of an FDIC Prohibited Foreclosure or Other Prohibited Foreclosure is directly or indirectly owned by a Lower Tier Issuer. In such case, in order to permit the commencement of an Enforcement Action with respect to the Pledged Stock of any Upper Tier Issuer, each Grantor hereby agrees that, upon the occurrence and continuation of an Event of Default, following the written request of the Administrative Agent, it shall take such actions as may be reasonably requested by Administrative Agent to transfer its Pledged Stock in...
Certain Limitations on Remedies. FOR BREACH OF ANY PROVISION OF THIS AGREEMENT FOR WHICH AN EXPRESS REMEDY OR MEASURE OF DAMAGES IS PROVIDED, SUCH EXPRESS REMEDY OR MEASURE OF DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY, THE OBLIGOR’S LIABILITY SHALL BE LIMITED AS SET FORTH IN SUCH PROVISION AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. IF NO REMEDY OR MEASURE OF DAMAGES IS EXPRESSLY PROVIDED HEREIN, THE OBLIGOR’S LIABILITY SHALL BE LIMITED TO DIRECT ACTUAL DAMAGES ONLY, SUCH DIRECT ACTUAL DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY, AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. UNLESS EXPRESSLY HEREIN PROVIDED, NO PARTY SHALL BE LIABLE UNDER THIS AGREEMENT FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES, INCLUDING CONSEQUENTIAL LOST PROFITS OR OTHER CONSEQUENTIAL BUSINESS INTERRUPTION DAMAGES, BY STATUTE, IN TORT OR CONTRACT OR OTHERWISE. IT IS THE INTENT OF THE PARTIES THAT THE LIMITATIONS HEREIN IMPOSED ON REMEDIES AND THE MEASURE OF DAMAGES BE WITHOUT REGARD TO THE CAUSE OR CAUSES RELATED THERETO, INCLUDING THE NEGLIGENCE OF ANY PARTY, WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT OR ACTIVE OR PASSIVE. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT, AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION OF THE HARM OR LOSS.
Certain Limitations on Remedies. Paragraph 7.b provides that ---------------------------------- certain payments and other benefits shall be received by Employee upon the termination of Employee by the Company other than for Cause and states that these same provisions shall apply if Employee terminates his employment in accordance with the provisions of paragraph 6 hereof. It is the intention of this Agreement that if the Company terminates Employee other than for Cause (and other than as a consequence of Employee's death, disability or normal retirement) or if Employee terminates his employment in accordance with the provisions of paragraph 6 hereof, then the payments and other benefits set forth in Paragraph 7.b shall constitute the sole and exclusive remedies of Employee. This Paragraph 25 shall have no effect upon the provisions of Paragraph 8 of this Agreement.
Certain Limitations on Remedies. The indemnity contemplated by this Article 8 shall be governed by the following limitations.
(a) An Indemnified Party shall not be entitled to assert any claim or claims for indemnification or reimbursement pursuant to Article 8 hereof until Damages in total exceed $50,000 (the "Basket"), and then only to the extent of aggregate Damages in excess of the Basket.
(b) For indemnity claims brought for breach of representations or warranties regarding Environmental Matters (Section 5.13), Taxes (Section 5.20) and Ownership of Shares (Section 5.22), liability shall be limited to the Purchase Price. The indemnity claims brought under this Section 8.07(b) may be brought until the end of the applicable statute of limitations.
(c) For all other indemnity claims liability shall be limited to 4.0 million dollars during the first year after Closing, then 2.5 million dollars until the second anniversary after Closing, then 2.0 million dollars until the third anniversary after Closing, after which time no such claims may be brought. These limits shall be raised by any employment related claims brought by H. Xxxxxxx Xxxxx to the extent that such a claim exceeds $500,000.
(d) The parties acknowledge that the indemnification provisions set forth in Article 8 constitute the sole and exclusive recourse and remedy of Indemnified Parties with respect to the breach of any representation, warranty, covenant or agreement contained in this Agreement or in any Transaction Document executed and delivered by the parties in connection herewith or otherwise in connection with the transactions contemplated hereby. No Indemnified Party shall be liable with respect to, and the term "Damages" as used herein shall not include under any circumstances, any exemplary or punitive damages. The damages or other special damages or lost profits. Notwithstanding anything to the contrary in this Agreement, ELAMEX acknowledges that the representations and warranties made herein by Xxxxxx X. Xxxx, Xx. T/U/W - Trust B and Xxxxxxx Xxxx T/U/A fbo Xxxx Xxxx are made in a fiduciary capacity only, and said trusts shall be liable for Damages only to the extent of the assets of each such trust in the hands of its trustee at the time notice of any indemnify claim asserting such Damages is given provided, however, that this paragraph shall not be deemed to limit in any way the amount available through the escrow account established in the Escrow Agreement among the Escrow Agent, ELAMEX and the Shareholders.
(e) C...
Certain Limitations on Remedies. The remedies provided to Xxxxxxxx under this Agreement shall constitute the sole and exclusive remedies of Xxxxxxxx with respect to the subject matter of this Agreement.
Certain Limitations on Remedies. Notwithstanding any provision herein or in the Merger Agreement to the contrary:
(i) The Parent Company Indemnified Parties shall not be entitled to assert (subject to the proviso below) any claim or claims for indemnification or reimbursement pursuant to Section 2(a) hereof until, and only to the extent that, such claim or claims in the aggregate exceed $100,000 (the "Basket"); provided, however, that any claim or claims pursuant to Sections 2(a)(i) [representations and warranties of the Major Stockholder], 2(a)(ii) [covenants and agreements of Major Stockholder], 2(a)(iii) [representations and warranties of the Company] (to the extent such claim relates to a breach of or representation or warranty set forth in Section 3.15 [undisclosed brokers] of the Merger Agreement), pursuant to Sections 2(a)(iv) [covenants and agreements of the Company], 2(a)(v) [pre-closing taxes] 2(a)
