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.
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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. 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. 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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Exclusion of Other Claims. 1. Following the Closing, except for
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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. 21.02
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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.

  • 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:

  • 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:

  • Exhaustion of Other Remedies Not Required The obligations of each Guarantor hereunder are those of primary obligor, and not merely as surety, and are independent of the Guaranteed Obligations. Each Guarantor waives diligence by any of the Credit Parties and action on delinquency in respect of the Guaranteed Obligations or any part thereof, including, without limitation any provisions of law requiring any Credit Party to exhaust any right or remedy or to take any action against the Borrower, any other guarantor, or any other person, entity, or property before enforcing this Guaranty against any Guarantor.

  • 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.

  • Procedures Relating to Indemnification for Third Party Claims (a) In order for a party (the “indemnified party”) to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any person against the indemnified party (a “Third Party Claim”), such indemnified party must notify the indemnifying party in writing, and in reasonable detail, of the Third Party Claim within ten (10) business days after receipt by such indemnified party of written notice of the Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the indemnified party failed to give such notice). Thereafter, the indemnified party shall deliver to the indemnifying party, promptly after the indemnified party’s receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Party Claim.

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