CERTAIN REMEDIES AND LIMITATIONS Sample Clauses

CERTAIN REMEDIES AND LIMITATIONS. 44 12.1 Expiration of Representations, Warranties and Covenants... 44
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CERTAIN REMEDIES AND LIMITATIONS. 41 11.1 Survival of Representations, Warranties and Covenants. . . . . .41 11.2
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CERTAIN REMEDIES AND LIMITATIONS. 43 11.1 SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS. .
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CERTAIN REMEDIES AND LIMITATIONS. (i) In the event that this Agreement is terminated as permitted by any of the preceding clauses of this Section 9, the terminating party will retain its right to recover damages from the breaching party. (ii) CLIENT will be entitled to terminate this Agreement as a result of a Bankruptcy Proceeding of, or Material Breach by Entrada or Entrada Mexico. If such Bankruptcy Proceeding or Material Breach occurs within 12 months after the execution of this Agreement, CLIENT will have no obligation to assume the Lease. If such Bankruptcy Proceeding or Material Breach occurs more than 12 months after the execution of this Agreement, CLIENT will assume the Lease for the First New Building and the Second New Building, except if either of the following circumstances (the "Lease Termination Circumstances") then exist: (1) Lessor will not allow the CLIENT to assume the Lease, or (2) CLIENT is not able to continue its Production Operations in the Facility for a period of [**] consecutive business days, due to failure by Entrada and/or Entrada Mexico to act in accordance with Section 9(e) below, or otherwise. (1) will not be entitled to terminate the Lease, and (2) will automatically succeed to: (a) all rights of lessee under the Lease for the First New Building and the Second New, and (b) all legal duties of lessee to Lessor under the Lease for the First New Building and the Second New Building, but only to the extent such duties arise on or after the effective date of CLIENT's succession as lessee under the Lease for the First New Building and the Second New Building, all without the need for further instruments to be executed. (iii) CLIENT will be entitled to terminate this Agreement as a result of a Strike subject to Section 9.b.ii(2) above. If such Strike occurs within 12 months after the execution of this Agreement, CLIENT will have no obligation to assume the Lease. If such Strike occurs more than 12 months after the execution of this Agreement, CLIENT will assume the Lease for the First New Building and the Second New Building, except if such Strike continues for [**] consecutive days and is the result of Entrada's or Entrada Mexico's actions or inactions. (iv) If CLIENT terminates this Agreement in the event of an Unapproved Change of Entrada Control as set forth in Sections 9.b.i(1) and 9.b.ii(1) above, except if as a result of the Unapproved Change in Entrada Control CLIENT's continuation of Production Operations at the Facility for [**] consecutive business da...
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CERTAIN REMEDIES AND LIMITATIONS. 32 10.1 Expiration of Representations, Warranties and Covenants.....32 10.2 Indemnification.............................................33 10.3 Defense of Third Party Actions..............................34 10.4 Subrogation.................................................36 10.5 Exclusivity.................................................36
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CERTAIN REMEDIES AND LIMITATIONS. 56 - 11.1 Expiration of Representations, Warranties and Covenants- 56 - 11.2 Escrow Fund............................................- 56 - 11.3 Indemnification by Purchaser...........................- 57 - 11.4 Defense of Third Party Actions.........................- 57 - 11.5 Subrogation; No Contribution...........................- 59 - 11.6 Exclusivity............................................- 59 - 11.7
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CERTAIN REMEDIES AND LIMITATIONS. 62 13.1 Expiration of Representations, Warranties and Covenants ....... 62 13.2 Indemnity by Xxxxxx ........................................... 62 13.3 Indemnity by Buyer and Parent.................................. 63 13.4 General Indemnification Procedures ............................ 63 13.5 Environmental Procedures....................................... 65 13.6 Costs Related to Direct Claims................................. 67 13.8 No Set-Off..................................................... 67
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CERTAIN REMEDIES AND LIMITATIONS. 60 9.1. Expiration of Representations, Warranties and Covenants 60 9.2. Indemnification 61 9.3. No Set-Off 67 9.4. Retention of Records 67 9.5. No Investigation of Deltek 67 ARTICLE X. Termination 67 10.1. Termination 67 10.2. Procedure and Effect of Termination 68
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CERTAIN REMEDIES AND LIMITATIONS 
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Related to CERTAIN REMEDIES AND LIMITATIONS

  • Limitation of Remedies and Damages 8.1 Liability Cap. EXCEPT WITH RESPECT TO: (A) EITHER PARTY'S OBLIGATIONS UNDER SECTION 9 8.2 EXCEPT FOR CUSTOMER’S INFRINGEMENT OF SYSDIG’S INTELLECTUAL PROPERTY RIGHTS, IN NO EVENT SHALL EITHER PARTY, OR SYSDIG’S AFFILIATES OR ITS LICENSORS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, INDIRECT, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOSS OF USE, BUSINESS INTERRUPTIONS, LOSS OF DATA, REVENUE, GOODWILL, PRODUCTION, ANTICIPATED SAVINGS, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN CONNECTION WITH OR ARISING OUT OF THE PERFORMANCE OF OR FAILURE TO PERFORM THIS AGREEMENT, WHETHER ALLEGED AS A BREACH OF CONTRACT OR TORTIOUS CONDUCT, INCLUDING NEGLIGENCE, EVEN OF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 8.3 Limitations Fair and Reasonable. EACH PARTY ACKNOWLEDGES THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 8 REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES UNDER THIS AGREEMENT, AND THAT IN THE ABSENCE OF SUCH LIMITATIONS OF LIABILITY, THE ECONOMIC TERMS OF THIS AGREEMENT WOULD BE SIGNIFICANTLY DIFFERENT.

  • Rights and Remedies are Cumulative Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party.

  • Limitations on Remedies 7.1 IN NO EVENT WHATSOEVER SHALL SELLER OR ANY OF THE TEKNI-PLEX COMPANIES OR ANY OF ITS OR THEIR EMPLOYEES, AGENTS OR SUPPLIERS HAVE ANY LIABILITY, WHETHER BASED ON BREACH OF CONTRACT, WARRANTY, BREACH OF STATUTORY DUTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE, IN AN AMOUNT IN EXCESS OF THE AMOUNT ACTUALLY RECEIVED BY SELLER FROM BUYER AS PURCHASE PRICE FOR THE PRODUCTS OR SERVICES WHICH ARE THE SUBJECT OF A CLAIM OR SERIES OF RELATED CLAIMS. IN NO EVENT WHATSOEVER SHALL SELLER OR ANY OF ITS EMPLOYEES, AGENTS OR SUPPLIERS HAVE ANY LIABILITY FOR ANY: LOSS OF INCOME; LOSS OF ACTUAL OR ANTICIPATED PROFITS; LOSS OF BUSINESS; LOSS OF CONTRACTS; LOSS OF GOODWILL OR REPUTATION; LOSS OF ANTICIPATED SAVINGS; LOSS OF, DAMAGE TO OR CORRUPTION OF DATA; BUYER’S ATTORNEY FEES OR ANY OTHER TYPE OF LUCRUM CESSANS; ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, STATUTORY, PUNITIVE OR EXEMPLARY DAMAGES, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING BUT NOT LIMITED TO ANY DAMAGES ARISING FROM OR RELATING TO ANY INJURY TO PERSONS; LOSS OF VALUE OR USE (INCLUDING WITHOUT LIMITATION, DIMINUTION IN VALUE OR STIGMA DAMAGES); LOSS OF ANTICIPATED REVENUE OR PROFIT; COST OF CAPITAL; DAMAGE TO OR LOSS OF OTHER PROPERTY OR EQUIPMENT; CLAIMS MADE BY END-USERS; OR COST OF SUBSTITUTE SUPPLIES, FACILITIES OR SERVICES, WHETHER BASED IN TORT, CONTRACT, BREACH OF STATUTORY DUTY, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY. 7.2 Without prejudice to any other provisions of this Agreement (including, but not limited to Section

  • Limitation of Remedies, Liability and Damages EXCEPT AS EXPRESSLY SET FORTH HEREIN, THERE IS NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY AND ALL IMPLIED WARRANTIES ARE DISCLAIMED. THE PARTIES CONFIRM THAT THE EXPRESS REMEDIES AND MEASURES OF DAMAGES PROVIDED IN THIS AGREEMENT SATISFY THE ESSENTIAL PURPOSES HEREOF. FOR BREACH OF ANY PROVISION 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, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, BY STATUTE, IN TORT OR CONTRACT, UNDER ANY INDEMNITY PROVISION OR OTHERWISE. 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.

  • Tenant’s Remedies/Limitation of Liability Landlord shall not be in default hereunder unless Landlord fails to perform any of its obligations hereunder within 30 days after written notice from Tenant specifying such failure (unless such performance will, due to the nature of the obligation, require a period of time in excess of 30 days, then after such period of time as is reasonably necessary). Upon any default by Landlord, Tenant shall give notice by registered or certified mail to any Holder of a Mortgage covering the Premises and to any landlord of any lease of property in or on which the Premises are located and Tenant shall offer such Holder and/or landlord a reasonable opportunity to cure the default, including time to obtain possession of the Project by power of sale or a judicial action if such should prove necessary to effect a cure; provided Landlord shall have furnished to Tenant in writing the names and addresses of all such persons who are to receive such notices. All obligations of Landlord hereunder shall be construed as covenants, not conditions; and, except as may be otherwise expressly provided in this Lease, Tenant may not terminate this Lease for breach of Landlord’s obligations hereunder. All obligations of Landlord under this Lease will be binding upon Landlord only during the period of its ownership of the Premises and not thereafter. The term “Landlord” in this Lease shall mean only the owner for the time being of the Premises. Upon the transfer by such owner of its interest in the Premises, such owner shall thereupon be released and discharged from all obligations of Landlord thereafter accruing, but such obligations shall be binding during the Term upon each new owner for the duration of such owner’s ownership.

  • Other Rights and Remedies Not Affected The indemnities in this clause 27 are in addition to, and without prejudice to, the rights and remedies of each party under this Agreement or under statute or in law, equity, or otherwise.

  • Waivers and remedies cumulative The rights of each Finance Party under the Finance Documents: (a) may be exercised as often as necessary; (b) are cumulative and not exclusive of its rights under the general law; and (c) may be waived only in writing and specifically. Delay in exercising or non-exercise of any right is not a waiver of that right.

  • Rights and Remedies Generally Upon the occurrence and during the continuance of any Event of Default, the Lender shall have, in addition to any other rights and remedies contained in this Agreement and in any of the other Financing Agreements, all of the rights and remedies of a secured party under the Code or other applicable laws, all of which rights and remedies shall be cumulative, and non-exclusive, to the extent permitted by law, including, without limitation, the right of Lender to sell, assign, or lease any or all of the Collateral or the Real Property. Upon notice to the Borrowers after an Event of Default and during the continuance thereof, Borrowers at their own expense shall assemble all or any part of the Collateral as determined by Lender and make it available to Lender at any location designated by Lender. In such event, the Borrowers shall, at their sole cost and expense, store and keep any Collateral so assembled at such location pending further action by Lender and provide such security guards and maintenance services as shall be necessary to protect and preserve such Collateral. In addition to all such rights and remedies, the sale, lease or other disposition of the Collateral, or any part thereof, by the Lender after an Event of Default and during the continuance thereof may be for cash, credit or any combination thereof, and the Lender may purchase all or any part of the Collateral at public or, if permitted by law, private sale, and in lieu of actual payment of such purchase price, may set-off the amount of such purchase price against the Liabilities of the Borrowers then owing. Any sales of such Collateral may be adjourned from time to time with or without notice. The Lender may, in its sole discretion, cause the Collateral to remain on any Borrower’s premises, at the Borrowers’ expense, pending sale or other disposition of such Collateral. The Lender shall have the right after an Event of Default and during the continuance thereof to conduct such sales on any Borrower’s premises, at the Borrowers’ expense, or elsewhere, on such occasion or occasions as the Lender may see fit.

  • Rights and Remedies Not Waived No act, omission or delay by the Collateral Agent shall constitute a waiver of the Collateral Agent's rights and remedies hereunder or otherwise. No single or partial waiver by the Collateral Agent of any default hereunder or right or remedy that it may have shall operate as a waiver of any other default, right or remedy or of the same default, right or remedy on a future occasion.

  • 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.

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