Exclusive Nature of Remedies Sample Clauses

Exclusive Nature of Remedies. Except for the remedy of specific performance and other equitable remedies and except to the extent that any of the parties shall have engaged in fraud or a willful breach of this Agreement, if the transactions contemplated by this Agreement are consummated the rights and remedies set forth in this Article 11 shall be the exclusive rights or remedies available to the persons to be indemnified with respect to claims against any of the parties hereto or any of their respective Affiliates, officers, directors and employees for which indemnification is authorized or provided pursuant to this Article. Such limitation shall apply notwithstanding that such claims are asserted by a cause of action or legal theory other than breach of contract.
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Exclusive Nature of Remedies. ‌ The Parties have agreed that the remedies explicitly set out in this Agreement are the only substantive law remedies that:
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Exclusive Nature of Remedies. Except for the remedy of specific performance and other equitable remedies and except to the extent that any of the parties shall have engaged in fraud in connection with this Agreement, the rights and remedies set forth in this Article VIII shall be the exclusive rights or remedies available to the persons to be indemnified with respect to claims for which indemnification is authorized or provided pursuant to this Article. Such limitation shall apply notwithstanding that such claims are asserted by a cause of action or legal theory other than breach of contract.
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Exclusive Nature of Remedies. Except for the remedy of specific ---------------------------- performance and other equitable remedies and except to the extent that any party has engaged in fraud, the rights and remedies provided in this Article 7 will be the exclusive rights or remedies available to the person to be indemnified with respect to claims against either party to this Agreement or any of its Affiliates, shareholders, officers, directors, employees and agents against which indemnification is authorized or provided in this Article 7. This limitation shall apply notwithstanding that any claims are asserted by a cause of action or legal theory other than breach of contract.
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Exclusive Nature of Remedies. Except for the remedy of specific performance and other equitable remedies and except to the extent that any of the parties shall have engaged in fraud or an intentional breach of this Agreement, if the transactions contemplated by this Agreement are consummated the rights and remedies set forth in this Article 4 shall be the exclusive rights or remedies available to a party with respect to claims against any of the other parties hereto or any of their respective affiliates, shareholders, members, officers, directors and employees, and heirs, successors and assigns, for which indemnification is authorized or provided pursuant to this Article.
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Related to Exclusive Nature of Remedies

  • Election of Remedies If Agent or any Lender may, under applicable law, proceed to realize its benefits under any of the Loan Documents giving Agent or such Lender a Lien upon any Collateral, whether owned by any Borrower or by any other Person, either by judicial foreclosure or by non-judicial sale or enforcement, Agent or any Lender may, at its sole option, determine which of its remedies or rights it may pursue without affecting any of its rights and remedies under this Section 12. If, in the exercise of any of its rights and remedies, Agent or any Lender shall forfeit any of its rights or remedies, including its right to enter a deficiency judgment against any Borrower or any other Person, whether because of any applicable laws pertaining to “election of remedies” or the like, each Borrower hereby consents to such action by Agent or such Lender and waives any claim based upon such action, even if such action by Agent or such Lender shall result in a full or partial loss of any rights of subrogation that each Borrower might otherwise have had but for such action by Agent or such Lender. Any election of remedies that results in the denial or impairment of the right of Agent or any Lender to seek a deficiency judgment against any Borrower shall not impair any other Borrower’s obligation to pay the full amount of the Obligations. In the event Agent or any Lender shall bid at any foreclosure or trustee’s sale or at any private sale permitted by law or the Loan Documents, Agent or such Lender may bid all or less than the amount of the Obligations and the amount of such bid need not be paid by Agent or such Lender but shall be credited against the Obligations. The amount of the successful bid at any such sale, whether Agent, Lender or any other party is the successful bidder, shall be conclusively deemed to be the fair market value of the Collateral and the difference between such bid amount and the remaining balance of the Obligations shall be conclusively deemed to be the amount of the Obligations guaranteed under this Section 12, notwithstanding that any present or future law or court decision or ruling may have the effect of reducing the amount of any deficiency claim to which Agent or any Lender might otherwise be entitled but for such bidding at any such sale.

  • Exercise of Remedies (a) So long as the Discharge of Senior Lender Claims has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, (i) no Second-Priority Agent or any Second-Priority Secured Party will (x) exercise or seek to exercise any rights or remedies (including setoff) with respect to any Common Collateral in respect of any applicable Second-Priority Claims, institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure), (y) contest, protest or object to any foreclosure proceeding or action brought with respect to the Common Collateral by the Intercreditor Agent or any Senior Lender in respect of the Senior Lender Claims, the exercise of any right by the Intercreditor Agent or any Senior Lender (or any agent or sub-agent on their behalf) in respect of the Senior Lender Claims under any lockbox agreement, control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which any Second-Priority Agent or any Second-Priority Secured Party either is a party or may have rights as a third party beneficiary, or any other exercise by any such party, of any rights and remedies relating to the Common Collateral under the Senior Lender Documents or otherwise in respect of Senior Lender Claims, or (z) object to the forbearance by the Senior Lenders from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Common Collateral in respect of Senior Lender Claims and (ii) except as otherwise provided herein, the Intercreditor Agent and the Senior Lenders shall have the exclusive right to enforce rights, exercise remedies (including setoff and the right to credit bid their debt) and make determinations regarding the release, disposition or restrictions with respect to the Common Collateral without any consultation with or the consent of any Second-Priority Agent or any Second-Priority Secured Party; provided, however, that (A) in any Insolvency or Liquidation Proceeding commenced by or against the Company or any other Grantor, each Second-Priority Agent may file a claim or statement of interest with respect to the applicable Second-Priority Claims and (B) each Second-Priority Agent may take any action (not adverse to the prior Liens on the Common Collateral securing the Senior Lender Claims, or the rights of the Intercreditor Agent or the Senior Lenders to exercise remedies in respect thereof) in order to create, prove, perfect, preserve or protect (but not enforce) its rights in, and perfection and priority of its Lien on, the Common Collateral. In exercising rights and remedies with respect to the Senior Lender Collateral, the Intercreditor Agent and the Senior Lenders may enforce the provisions of the Senior Lender Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Common Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction.

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