EXCLUSIVE REMEDIES AS TO CLAIMS BETWEEN THE PARTIES Sample Clauses

EXCLUSIVE REMEDIES AS TO CLAIMS BETWEEN THE PARTIES. The Parties recognize that the provision of Services under this Agreement may from time to time suffer from interruptions which may or may not arise to the level of a Force Majeure, or from defects in quality or some other specification pertaining to the properties of the Service: Each Party promises to use diligent and reasonable efforts to maintain the Service(s) it has an obligation to provide, and the Recipient promises to cooperate in every reasonable manner in assisting the Provider of a Service to work through such interruptions and quality/out-of-specification situations with a minimum of interruptions, cost and inconvenience to both Parties. In the event of a material breach of this Agreement, the injured Party's sole remedies shall be (i) (a) re-performance or re-delivery of a Service, in the case of a breach or failure which relates to the provision of any Service, or (b) if a providing Party shall refuse or be unable to perform its obligation to provide a Service hereunder following a written demand by the Party to whom Service is to be provided, the reasonable cost or expense in excess of the Price which would have been payable hereunder which the obtaining Party incurs to obtain substitute provision of such Service from a third person, subject to the limitations set forth in Section 4.2 above; (ii) reimbursement for the injured Party's Out-Of-Pocket Costs, as defined in Section 4.1; and (iii) if a Service is wrongfully terminated under Section 2.2.2.(b) ("wrongfully terminated" means that the terminating Party fails to sustain its burden of proof that the continued provision or receipt of the Service is contrary to Law), for indemnity as set forth in Section 2.2.2.(b). EXCEPT AS SET FORTH IN THIS AGREEMENT AND THE EXHIBITS HERETO, NO PARTY HERETO SHALL HAVE ANY OTHER LIABILITY TO THE OTHER PARTY HERETO WITH RESPECT TO ITS PERFORMANCE OF OR FAILURE TO PERFORM ANY SERVICE UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO ANY LIABILITY FOR SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOSS EXECUTION COPY OF PROFITS, CAUSED BY OR ARISING OUT OF ANY MATERIAL BREACH OF THIS AGREEMENT.
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Related to EXCLUSIVE REMEDIES AS TO CLAIMS BETWEEN THE PARTIES

  • Exclusive Remedies Subject to Section 10.13, the Parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from fraud, criminal activity or intentional misconduct on the part of a Party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in Article VI and this Article VIII. In furtherance of the foregoing, each Party hereby waives, to the fullest extent permitted under Law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other Parties hereto and their Affiliates and each of their respective Representatives arising under or based upon any Law, except pursuant to the indemnification provisions set forth in Article VI and this Article VIII. Nothing in this Section 8.9 shall limit any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any Party’s fraudulent, criminal or intentional misconduct.

  • Waivers, Non-Exclusive Remedies No failure on the part of Agent or any Lender to exercise, and no delay in exercising and no course of dealing with respect to, any right under this Agreement or the other Loan Documents shall operate as a waiver thereof; nor shall any single or partial exercise by Agent or any Lender of any right under this Agreement or any other Loan Document preclude any other or further exercise thereof or the exercise of any other right. The rights in this Agreement and the other Loan Documents are cumulative and shall in no way limit any other remedies provided by law.

  • Non-Exclusive Remedies The remedies provided for in this Section 7 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Indemnified Person at law or in equity.

  • Exclusive Remedy The foregoing payments upon termination or resignation of the Executive’s employment shall constitute the exclusive severance payments due the Executive upon a termination or resignation of Executive’s employment under this Employment Agreement.

  • Nonexclusive Remedies All of the Bank’s rights and remedies not only under the provisions of this Agreement but also under any other agreement or transaction shall be cumulative and not alternative or exclusive, and may be exercised by the Bank at such time or times and in such order of preference as the Bank in its sole discretion may determine.

  • Remedies; Survival (a) The Executive acknowledges and understands that the provisions of the covenants contained in Sections 13, 14 and 15 hereof, the violation of which cannot be accurately compensated for in damages by an action at law, are of crucial importance to the Company, and that the breach or threatened breach of the provisions of this Agreement would cause the Company irreparable harm. In the event of a breach or threatened breach by the Executive of the provisions of Section 13, 14 or 15 hereof, the Company will be entitled to an injunction restraining the Executive from such breach. Nothing herein contained will be construed as prohibiting the Company from pursuing any other remedies available for any breach or threatened breach of this Agreement.

  • Other Remedies; Specific Performance Except as otherwise provided herein, any and all remedies herein expressly conferred upon a party will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon such party, and the exercise by a party of any one remedy will not preclude the exercise of any other remedy. The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity.

  • Indemnification Remedies Survival 8.1 For the purposes of this Section 8 terms “Loss” and “

  • No Waivers; Non-Exclusive Remedies No failure by any Agent or any Lender to exercise, no course of dealing with respect to, and no delay in exercising any right, power or privilege hereunder or under any Note or other Loan Document shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies provided herein and in the other Loan Documents shall be cumulative and not exclusive of any rights or remedies provided by law.

  • Non-exclusive Remedy; Survival The indemnification and contribution provided for under this Agreement shall be in addition to any other rights to indemnification or contribution that any indemnified party may have pursuant to law or contract and shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling Person of such indemnified party and shall survive the transfer of Registrable Securities and the termination or expiration of this Agreement.

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