Exclusion of Other Claims Sample Clauses

Exclusion of Other Claims. 16.1 Following the Closing, except for (a) Purchaser's right to adjust the Aggregate Purchase Price pursuant to Section 9 above, (b) claims for indemnification pursuant to Section 15 above, (c) claims pursuant to Section 16.2, (d) claims under the Tax indemnity in Section 18, (e) claims under Sections 19, 21, 22, 23 and 26 below, and (f) claims for specific performance of covenants and obligations of Seller under this Agreement, Purchaser and the other members of the Purchaser Group shall not be entitled to bring any claims against the Seller under this Agreement in connection with the condition of the BASF Pharmaceutical Business whether for reduction of the purchase price, rescission, damages or any other legal remedies regardless of their legal basis including breach of duty prior to contract (culpa in contrahendo) and tort. For the avoidance of doubt, this Section 16 shall not limit a party's ability to bring other claims under any other agreement, including any Intercompany Agreement, executed by Seller or any Affiliate of Seller. 16.2 Claims based on fraud or intentional acts of Seller are not excluded from the immediately preceding paragraph, nor are any such claims subject to the limitations on indemnification contained in Section 15. ------------------------ *** Confidential information omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. V. COOPERATION, INDEMNITIES, CONTESTS
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Exclusion of Other Claims. The remedies which Purchasers may have against Seller for breach of any obligations set forth in this Agreement and the indemnification claims of Purchasers hereunder shall solely be governed by this Agreement and shall be the exclusive remedies available to Purchasers against any of Seller’s Officers, Directors, shareholders, employees or agents (“Seller’s Indemnitees”). Without limiting the generality of the precedent sentence, any right of Purchasers to lower the Purchase Price (Minderung) or rescind (Rücktritt) from this Agreement other than provided for in this Agreement or to require the winding up of the transaction contemplated hereunder on any other legal basis (e.g. by way of großer Schadenersatz), any claims for breach of pre-contractual obligations (culpa in contrahendo – Sections 311 (2), 280 German Civil Code), or ancillary obligations (positive Forderungsverletzung), except claims for willful deceit (arglistige Täuschung), are hereby expressly excluded and waived by Purchasers. The provisions in this Section 17.3 shall be for the benefit of any Seller’s Indemnitees.
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Exclusion of Other Claims. 1. Following the Closing, except for (a) the right of Purchasers to demand payment pursuant to Section 12 above, (b) claims for indemnification pursuant to Section 19 and 20 above,
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Exclusion of Other Claims. No adjustments, apart from that specified in Clause 5.1 above, relating to the Applicable Traffic passed by NYNEX to Mercury over the period from 1st January 1996 to 30th June 1996 will be made or considered by either party.
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Exclusion of Other Claims. 96 21.02 Description of Liability for Existing Obligations ......................................................... 96 21.03 Province Indemnity for Direct Default Costs ............................................................... 96 21.04 Contractor Indemnity for Direct Default Costs .......................................................... 96 21.05 Province Indemnity for Contractor Third Party Claims ............................................ 97 21.06 Contractor Indemnity for Province Third Party Claims ............................................ 97 21.07 Claims by the Province ................................................................................................... 98 21.08 Claims by the Contractor ............................................................................................... 98 21.09 Right of Set-Off ............................................................................................................... 98 21.10 Terms of Payment of Indemnified Amounts ................................................................ 99 21.11
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Exclusion of Other Claims. The provisions of this Article 21 (Indemnities) do not apply to any Statutory Compensation Claims or Administrative Compensation Payments, which the parties have agreed will each be dealt with pursuant to the provisions of the applicable Registry Operating Agreement.
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Exclusion of Other Claims. The remedies which Purchaser may have against Seller for any Breach shall solely be governed by this Agreement and shall be the exclusive remedies available to Purchaser. Without limiting the generality of the preceding sentence, any right of Purchaser to lower the Purchase Price or rescind this Agreement or to require the winding up of the transaction contemplated hereunder on any other legal basis, any claims for breach of pre-contractual obligations, or ancillary obligations, except claims for willful deceit, are hereby expressly excluded and waived by Purchaser. The provisions in this Section 6.9 shall be for the benefit of Seller, Seller’s Affiliates and Seller’s and Seller’s Affiliates’ directors, officers, employees, consultants or advisers (together “Seller’s Beneficiaries”).
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Related to Exclusion of Other Claims

  • Exclusion of Other Rights The Series A Preferred Stock shall not have any preferences or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption other than expressly set forth in the Certificate of Incorporation and this Certificate of Designations.

  • LIMITATION OF OTHER DAMAGES Notwithstanding anything contained in this Agreement to the contrary, in the event of default or breach of this Agreement by the Applicant, the District’s damages for such a default shall under no circumstances exceed the amounts calculated under Section 9.4. In addition, the District’s sole right of equitable relief under this Agreement shall be its right to terminate this Agreement. The Parties further agree that the limitation of damages and remedies set forth in this Section 9.5 shall be the sole and exclusive remedies available to the District, whether at law or under principles of equity.

  • Exclusion of Other Remedies The provisions of Sections 6.03, 6.04 and 6.05 of this Agreement shall, to the maximum extent permitted by applicable Law, be the sole and exclusive remedies of the Provider Indemnified Parties and the Recipient Indemnified Parties, as applicable, for any claim, loss, damage, expense or liability, whether arising from statute, principle of common or civil law, principles of strict liability, tort, contract or otherwise under this Agreement, except as set forth in Section 8.03.

  • Other Claims A claim for indemnification for any matter not involving a Third-Party Claim may be asserted by notice to the party from whom indemnification is sought and shall be paid promptly after such notice.

  • PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS A claim for indemnification for any matter not involving a third-party claim may be asserted by notice to the party from whom indemnification is sought.

  • Exclusion of other or implied variations Except for a document which satisfies the requirements of Clauses 27.1 and 27.2, no document, and no act, course of conduct, failure or neglect to act, delay or acquiescence on the part of the Creditor Parties or any of them (or any person acting on behalf of any of them) shall result in the Creditor Parties or any of them (or any person acting on behalf of any of them) being taken to have varied, waived, suspended or limited, or being precluded (permanently or temporarily) from enforcing, relying on or exercising: (a) a provision of this Agreement or another Finance Document; or (b) an Event of Default; or (c) a breach by the Borrower or a Security Party of an obligation under a Finance Document or the general law; or (d) any right or remedy conferred by any Finance Document or by the general law, and there shall not be implied into any Finance Document any term or condition requiring any such provision to be enforced, or such right or remedy to be exercised, within a certain or reasonable time.

  • Limitations on Claims In addition to the limitations on indemnification set forth in Section 9(a) above, the Employer shall not be obligated pursuant to this Agreement: (i) To indemnify or advance expenses to Executive with respect to a Proceeding initiated by Executive, except (i) for Proceedings authorized or consented to by the Board; or (ii) in the event a claim for indemnification or payment of expenses (including attorneys’ fees) made under this Agreement is not paid in full within sixty (60) days after a written claim therefor has been received by the Employer, Executive may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim, including attorneys’ fees. In any such action, the Employer shall have the burden of proving that Executive was not entitled to the requested indemnification or payment of expenses under applicable law or this Agreement. (ii) To indemnify Executive for any expenses incurred by Executive with respect to any Proceeding instituted by Executive to enforce or interpret this Agreement, unless Executive is successful in establishing Executive’s right to indemnification in such Proceeding, in whole or in part; provided, however, that nothing in this Section 9(d)(ii) is intended to limit the Employer’s obligation with respect to the advancement of expenses to Executive in connection with any Proceeding instituted by Executive to enforce or interpret this Agreement, as provided in Section 9(c) above. (iii) To indemnify Executive in connection with proceedings or claims involving the enforcement of the provisions of this Agreement (other than as otherwise specifically provided for in this Section 9) or any other employment, severance or compensation plan or agreement that Executive may be a party to, or beneficiary of, with the Employer or any other Company. (iv) To indemnify Executive on account of any proceeding with respect to which final judgment is rendered against Executive for payment or an accounting of profits arising from the purchase or sale by Executive of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, any similar successor statute, or similar provisions of state statutory law or common law.

  • No Other Claims Except for the claims and interest of the Collateral Agent and of the Purchase Contract Agent and the Holders in the Collateral Account, the Securities Intermediary (without having conducted any investigation) does not know of any claim to, or interest in, the Collateral Account or in any financial asset credited thereto. If any Person asserts any lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against the Collateral Account or in any financial asset carried therein, the Securities Intermediary will promptly notify the Collateral Agent and the Purchase Contract Agent.

  • Limitations on Rights of Others The provisions of this Agreement are solely for the benefit of the Owner Trustee, the Depositor, the Certificateholder, the Servicer and, to the extent expressly provided herein, the Trustee, the Trust Collateral Agent and the Noteholders, and nothing in this Agreement, whether express or implied, shall be construed to give to any other Person any legal or equitable right, remedy or claim in the Owner Trust Estate or under or in respect of this Agreement or any covenants, conditions or provisions contained herein.

  • DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS (a) Maintenance of Copyright Notices.

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