Exclusive and Limited Remedies Sample Clauses

Exclusive and Limited Remedies. From and after the Initial Closing Date, the remedies set forth in this Section 9 and in Section 11.19 shall constitute the sole and exclusive remedy for any and all claims, damages, complaints, demands, causes of action, investigations, hearings, actions, suits or other proceedings relating to this Agreement and are in lieu of any and all other rights and remedies which the Sellers or the Buyer may have under this Agreement or otherwise for monetary relief with respect to any breach or failure to perform or with respect to the Assumed Liabilities or Excluded Liabilities. Each Party waives any provision of Law to the extent that it would limit or restrict the agreements contained in this Section 9. Nothing herein shall prevent the Buyer or the Sellers from terminating this Agreement in accordance with Section 10. The maximum aggregate exposure for indemnity by the Buyer for any and all claims of breach of express warranties or representations hereunder and indemnification of claims relating thereto shall be $20,000,000; provided, however, that in the event such breach of representation or warranty arises under Section 9.4(f), such limitation shall not apply. The maximum aggregate exposure for indemnity by all Sellers together for any and all claims of breach of express warranties or representations hereunder and indemnification of claims relating thereto shall be $20,000,000; provided, however, that in the event such breach of representation or warranty arises under Sections 9.3(f) or 9.3(g), such limitation shall not apply. This maximum exposure amount shall apply to claims against Buyer or the Sellers, as the case may be, in the aggregate, with each Seller being responsible only for that portion of such total that is equal to its Proportionate Ownership. No Seller shall in any event be liable hereunder for an amount in excess of the net proceeds of the sale of the Acquired Assets received by such Seller. No Party shall be entitled to recover lost profits, consequential, indirect, punitive or exemplary damages in regard to any claim against the other Party.
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Exclusive and Limited Remedies. Provided SunPower is notified of a defect covered by the Service Warranty within the Warranty Period, SunPower shall, at its option and its sole cost and expense, either repair, replace or re-perform any such non-conforming services. Such repair, replacement and/or reperformance constitutes County’s sole and exclusive remedy for any breach of the Services Warranty, and shall not extend the Warranty Period.
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Exclusive and Limited Remedies. Except for the dispute resolution process as set forth in Section 12 and the termination rights under Section 10, from and after the Initial Closing Date, the remedies set forth in this Section 9 shall constitute the sole and exclusive remedy for any and all claims, damages, complaints, demands, causes of action, investigations, hearings, actions, suits or other proceedings relating to this Agreement and are in lieu of any and all other -82-
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Exclusive and Limited Remedies. CUSTOMER’S EXCLUSIVE REMEDIES AND THE ENTIRE LIABILITY OF SANTERA AND ITS AFFILIATES AND THEIR RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, AGENTS, AND SUPPLIERS FOR ANY CLAIM, LOSS, DAMAGE OR EXPENSE (“LOSSES”) OF CUSTOMER OR ANY OTHER ENTITY ARISING OUT OF THIS AGREEMENT OR THE USE OR PERFORMANCE OF ANY PRODUCT, LICENSED MATERIALS, OR SERVICES, WHETHER IN AN ACTION FOR OR ARISING OUT OF BREACH OF CONTRACT, TORT, INCLUDING NEGLIGENCE, INDEMNITY, OR STRICT LIABILITY, WILL BE AS FOLLOWS: (I) FOR INFRINGEMENT —THE REMEDY SET FORTH IN ARTICLE 9; (II) FOR THE NON-PERFORMANCE OF PRODUCTS, SOFTWARE, AND SERVICES DURING THE WARRANTY PERIOD —THE REMEDY SET FORTH IN ARTICLE 7; (III) FOR TANGIBLE PROPERTY DAMAGE AND PERSONAL INJURY CAUSED BY SANTERA’S ACTS OR OMISSIONS —THE AMOUNT OF THE PROVEN DIRECT DAMAGES; AND (IV) FOR EVERYTHING OTHER THAN AS SET FORTH ABOVE —THE AMOUNT OF THE PROVEN DIRECT DAMAGES NOT TO EXCEED THE AMOUNTS PAID TO SANTERA FOR PRODUCT OR THE PORTION OF THE PRODUCT GIVING RISE TO THE CLAIM. CUSTOMER SHALL GIVE SANTERA PROMPT WRITTEN NOTICE OF ANY CLAIM. IN NO EVENT SHALL SANTERA’S AND ITS AFFILIATES’ CUMULATIVE LIABILITY FOR ALL LOSSES ARISING OUT OF THIS AGREEMENT OR THE USE OR PERFORMANCE OF ANYTHING FURNISHED HEREUNDER EXCEED THE VALUE OF THE PURCHASE ORDER FOR THE PRODUCTS, LICENSED MATERIALS AND/OR SERVICES THAT ARE THE BASIS FOR THE CLAIM. WITH THE EXCEPTION OF ARTICLE 7 AND ARTICLE 9, IN NO EVENT SHALL SANTERA OR ITS AFFILIATES AND THEIR RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, AGENTS AND SUPPLIERS BE LIABLE TO CUSTOMER, OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOSSES, INCLUDING WITHOUT LIMITATION, LOSS OF USE, PROFITS, GOODWILL OR SAVINGS, OR LOSS OF DATA, DATA FILES OR PROGRAMS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR PERFORMANCE OF THE PRODUCTS, SERVICES OR LICENSED MATERIALS WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
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Related to Exclusive and Limited Remedies

  • Indemnification and Remedies A. The Sub-recipient agrees to indemnify and hold the State of South Dakota, its officers, agents and employees, harmless from and against any and all actions, suits, damages, liability, costs, attorney fees, or other proceedings that may arise as the result of its performance hereunder.

  • Preservation and Limitation of Remedies Notwithstanding the preceding binding arbitration provisions, the parties agree to preserve, without diminution, certain remedies that any party may exercise before or after an arbitration proceeding is brought. The parties shall have the right to proceed in any court of proper jurisdiction or by self-help to exercise or prosecute the following remedies, as applicable: (i) all rights to foreclose against any real or personal property or other security by exercising a power of sale or under applicable law by judicial foreclosure including a proceeding to confirm the sale; (ii) all rights of self-help including peaceful occupation of real property and collection of rents, set-off, and peaceful possession of personal property; (iii) obtaining provisional or ancillary remedies including injunctive relief, sequestration, garnishment, attachment, appointment of receiver and filing an involuntary bankruptcy proceeding; and (iv) when applicable, a judgment by confession of judgment. Any claim or controversy with regard to any party's entitlement to such remedies is a Dispute.

  • Restoration of Rights and Remedies If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, the Company, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted.

  • Other Rights and Remedies Lender shall have all the rights and remedies of a secured creditor under the provisions of the Uniform Commercial Code, as may be amended from time to time. In addition, Lender shall have and may exercise any or all other rights and remedies it may have available at law, in equity, or otherwise.

  • Cumulative Rights and Remedies The rights and remedies provided in this Agreement and all other rights and remedies available to either Party at law or in equity are, to the extent permitted by law, cumulative and not exclusive of any other right or remedy now or hereafter available at law or in equity. Neither asserting a right nor employing a remedy shall preclude the concurrent assertion of any other right or employment of any other remedy, nor shall the failure to assert any right or remedy constitute a waiver of that right or remedy.

  • Rights and Remedies Cumulative Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph of Section 306, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

  • Rights and Remedies When an Event of Default occurs and continues Bank may, without notice or demand, do any or all of the following:

  • Waivers and Remedies The waiver by any of the parties hereto of any other party's prompt and complete performance, or breach or violation, of any provision of this Agreement shall not operate nor be construed as a waiver of any subsequent breach or violation, and the waiver by any of the parties hereto to exercise any right or remedy which it may possess hereunder shall not operate nor be construed as a bar to the exercise of such right or remedy by such party upon the occurrence of any subsequent breach or violation.

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