Damages Offset Sample Clauses

Damages Offset. Notwithstanding Section 12.9(a), if BN terminates this Agreement pursuant to Section 12.3, then the amount by which (i) [***].
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Damages Offset. In the event EISAI validly elects to exercise its reversion option as described under Section 12.5.2(b) and such option arose under Section 12.5.2(x) or (y), then, without limiting the applicability of Section 11.5, if EISAI makes a claim for damages against EPIZYME following such reversion, EPIZYME shall be entitled to an offset against any damages to which EISAI would otherwise be entitled equal to the [**] (as defined below). If EISAI makes such a claim for damages, then the Parties shall, within [**] business days of the date of such claim, engage a reputable investment banker mutually agreeable to the parties (with agreement not to be unreasonably withheld or delayed) with expertise in the biotechnology and pharmaceutical industries to perform a monetary valuation of the rights and licenses granted or otherwise transferred to EISAI under Sections 12.5.2(c) through (h). [**]. Each party shall pay [**]% of the fees payable to the [**].
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Damages Offset. In the event that Damages to be indemnified by -------------- the Shareholders under this Article VIII exceed the sum of (i) the amount of cash paid to the Shareholders at the Closing pursuant to Section 1.1(i) hereof, (ii) the amount of any cash repayment to the Shareholders by DoveBid, Inc. under the terms of the Promissory Note, and (iii) an amount equal to the product of (x) the number of shares of DoveBid, Inc. issued to the Shareholders pursuant to the conversion of indebtedness of DoveBid, Inc. under the terms of the Convertible Subordinated Promissory Note by (y) the lesser of the conversion price of such shares or the fair market value of such shares on date that the Shareholders become obligated to indemnify such Damages, such excess amount shall first be offset against amounts owed, if any, by the DoveBid Companies to the Shareholders pursuant to the Promissory Notes and the Convertible Subordinated Promissory Notes.
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Damages Offset. 17.3.4.1 Subject to Articles 17.3.10 and 17.3.11 and the provisions on Liquidated Damages set forth in Article 17.4, GDOT shall be entitled to recover any and all damages available at Law (subject to the duty at Law to mitigate damages and without duplicate recovery) on account of the occurrence of a DB Team Default, including, to the extent available at Law, (a) loss of any compensation due GDOT under the DB Documents proximately caused by the DB Team Default, (b) actual and projected costs to remedy any defective part of the Work, (c) actual and projected costs to rectify any breach or failure to perform by DB Team and/or to bring the condition of the Project to the standard it would have been in if DB Team had complied with its obligations to carry out and complete the Work in accordance with the DB Documents, (d) actual and projected costs to GDOT to terminate, take over the Project, re- procure and replace DB Team, and (e) actual and projected increases in costs to GDOT to complete the Project if not completed, together with interest thereon at the Default Interest Rate commencing from the date any amount becomes due to GDOT until paid. DB Team shall owe any such damages that accrue after the occurrence of the DB Team Default and the delivery of notice thereof, if any, required by this Agreement regardless of whether the DB Team Default is subsequently cured.
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Damages Offset. The amount of any Damages that are subject to indemnification under this Section 8 shall be calculated net of the amount of any insurance proceeds, indemnification payments or reimbursements actually received by an Indemnified Party from third parties in respect of such Damages (net of any costs or expenses incurred in obtaining such insurance, indemnification or reimbursement, including any deductibles and increases in insurance premiums or retro-premium adjustments resulting from such recovery). If any Indemnified Party receives any such insurance proceeds, indemnification payments or reimbursements from third parties with respect to any Damages for which it has already received an indemnification payment hereunder, it shall pay the Indemnifying Party an amount equal to the portion of the indemnification payment it received from such third party recovery (net of any costs or expenses incurred in obtaining such insurance, indemnification or reimbursement, including any deductibles and increases in insurance premiums or retro-premium adjustments resulting from such recovery).
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Damages Offset. 19.2.5.1 Subject to Sections 19.2.10 and 19.2.11, IFA shall be entitled to recover any and all damages available at Law on account of the occurrence of a Developer Default. Developer shall owe any such damages that accrue after the occurrence of the Developer Default regardless of when Notice thereof is given or whether the Developer Default is subsequently cured.
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Damages Offset. 18.2.5.1 Subject to Section 18.2.11, the Department shall be entitled to recover any and all damages available under Law on account of the occurrence of the Developer Default, including loss of any compensation due the Department under this Agreement proximately caused by the Developer Default, together with interest thereon from and after the date any amount becomes due to the Department until paid at the Late Payment Rate. Developer shall be liable for any damages that accrue after the occurrence of the Developer Default, regardless of whether the Developer Default is subsequently cured, which shall be due and owing after the expiration of all cure periods available to Developer and Lenders under the Contract Documents.
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Related to Damages Offset

  • Damages from Certain Causes Landlord shall not be liable or responsible to Tenant for any loss or damage to any property or person occasioned by theft, fire, act of God, public enemy, riot, strike, insurrection, war, act or omission of any party other than Landlord, any nuisance or interference caused or created by any property owner other than Landlord, requisition or order of governmental body or authority, court order or injunction, or any cause beyond Landlord’s control or for any damage or inconvenience which may arise through repair or alteration of any part of the Premises as required by this Lease.

  • Damages; Attorneys Fees Nothing contained herein shall be construed to prevent the Company or the Executive from seeking and recovering from the other damages sustained by either or both of them as a result of its or his breach of any term or provision of this Agreement. Each party shall bear its own costs and attorneys’ fees.

  • Consequential Damages Waiver NEITHER PARTY SHALL HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOSS OF USE, LOST DATA, LOST PROFITS, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, LOSS CAUSED BY THE INTERRUPTION, TERMINATION OR DELAYED OPERATION OF THE INTERNET, THIRD-PARTY TELECOMMUNICATION SERVICES OR THIRD-PARTY SECURITY FEATURES OR SYSTEMS, EXCEPT AS REQUIRED BY LAW. EXCEPT FOR CUSTOMER’S BREACH OF SECTION 1.4 (USE RESTRICTIONS) OR EITHER PARTY’S UNLAWFUL OR WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF INFORMED OF THE POSSIBILITY IN ADVANCE, SUFFERED BY ANY PARTY OR ANY PARTY CLAIMING ON BEHALF OF OR THROUGH THE OTHER PARTY, OR ANY OTHER THIRD PARTY RESULTING FROM OR ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE PERFORMANCE OR BREACH THEREOF.

  • Damages; Relief Termination of this Agreement shall not preclude either Party from claiming any other damages, compensation or relief that it may be entitled to upon such termination.

  • No Obligation to Mitigate Damages; No Effect on Other Contractual Rights (a) The Executive shall not be required to mitigate damages or the amount of any payment provided for under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by the Executive as the result of employment by another employer after the Date of Termination, or otherwise.

  • Waiver of Consequential Damages, Etc To the fullest extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and nonappealable judgment of a court of competent jurisdiction.

  • No Punitive Damages Each party agrees that it shall not have a remedy of punitive or exemplary damages against the other in any Dispute and hereby waives any right or claim to punitive or exemplary damages it may have now or which may arise in the future in connection with any Dispute, whether the Dispute is resolved by arbitration or judicially.

  • No Duty to Collect Amounts Due From Dividend and Transfer Agent The Custodian shall not be under any duty or obligation to take action to effect collection of any amount due to the Trust from any Dividend and Transfer Agent of the Trust nor to take any action to effect payment or distribution by any Dividend and Transfer Agent of the Trust of any amount paid by the Custodian to any Dividend and Transfer Agent of the Trust in accordance with this Agreement.

  • 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.

  • Waiver of Punitive Damages Notwithstanding anything to the contrary contained in this Agreement, the Borrower hereby agrees that it shall not seek from the Lenders or the Administrative Agent punitive, consequential, or indirect damages relating to any such matters under any theory of liability.

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