Exclusive Remedy After Closing Sample Clauses

Exclusive Remedy After Closing. Except in the case of fraud, all claims after the Closing for breaches of any representations or warranties in this Agreement or any breach of covenant or other provision of this Agreement (other than a claim for specific performance or injunctive relief), or with respect to which indemnification rights are vested in any party pursuant to Section 12(a), 12(b) or 12(c) (as applicable), shall be made exclusively under and in accordance with this Section 12.
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Exclusive Remedy After Closing. Except as hereinafter set forth in this Section 8.9, as a material inducement to Sellers and Purchaser to enter into this Agreement and perform their respective obligations hereunder, each party hereby agrees and acknowledges on behalf of itself and its respective heirs, personal representatives, successors and assigns, that, in relation to any breach, default or nonperformance of any representation, warranty, covenant or agreement made or entered into by a party hereto pursuant to this Agreement (a “Breaching Party”), the sole and exclusive remedy available to the aggrieved party after the Closing Date in respect of said breach, default or nonperformance shall be to seek indemnification from the Breaching Party to the extent properly claimable and limited pursuant to the provisions of this Article VIII. Notwithstanding the preceding, nothing contained herein shall limit the remedies of Purchaser in the event of the fraud of any Seller or Purchaser’s right to seek injunctive relief for a Seller’s breach of the confidentiality provisions of this Agreement, nor shall the provision of this Article VIII supersede or impair Purchaser’s right to exercise any available right of offset against any of its own obligations arising pursuant to this Agreement or any instruments or agreement entered into by Purchaser with the Sellers or any of them pursuant to this Agreement; provided that payments, if any, not made to Sellers, or any of them, by reason of this provision shall be made into an escrow account established at the time for receipt of such funds pending a Final Determination under Section 8.8. Notwithstanding the preceding, in the event there is a default under the Subordinated Notes, the provisions of Article VIII shall not apply to the Subordinated Note(s) and the remedies for a default under the Subordinated Note(s) shall be governed by the provisions of the Subordinated Notes.
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Exclusive Remedy After Closing. The rights of indemnity provided in this Article VIII are the parties’ sole and exclusive remedy after the closing relating in any way to the subject matter of this Agreement or the transactions contemplated hereby.
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Related to Exclusive Remedy After Closing

  • 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.

  • 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.

  • 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.

  • Release; Exclusive Remedy (a) This Section 5.4 shall apply notwithstanding anything else contained in this Agreement or any stock option or other equity-based award agreement to the contrary. As a condition precedent to any Company obligation to the Executive pursuant to Sections 5.3(b) or (c), the Executive shall, upon or promptly following his or her last day of employment with the Company (and in any event within twenty-one (21) days following the Executive’s last day of employment), execute a general release agreement in substantially the form of Exhibit A (with such amendments that may be necessary to ensure the release is enforceable to the fullest extent permissible under then applicable law), and such release agreement shall have not been revoked by the Executive pursuant to any revocation rights afforded by applicable law.

  • Indemnification Exclusive Remedy In the absence of fraud, and -------------------------------- except for non-monetary equitable relief, if the Closing occurs, indemnification pursuant to the provisions of this Article 10 shall be the sole and exclusive remedy of the parties for any breach of any representation or warranty contained in this Agreement.

  • Non-Exclusive Remedy Notwithstanding anything herein to the contrary, termination of this Agreement by a Party shall be without prejudice to other remedies such Party may have at law or equity.

  • 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.

  • Sole and Exclusive Remedy Except in the event of fraud or any Willful Breach of any representation, warranty or covenant or agreement contained herein, if this Agreement is validly terminated pursuant to Section 8.1, Parent’s receipt of the Termination Fee to the extent owed pursuant to Section 8.3(b) and any amounts owed pursuant to Section 8.3(d), and Parent’s right to seek specific performance pursuant to Section 9.10 (subject to the limitations set forth in Section 9.10), will be the sole and exclusive remedies of Parent and Merger Sub against (A) the Company and its Subsidiaries; and (B) the former, current and future holders of any equity, controlling persons, Representatives, Affiliates, members, managers, general or limited partners, stockholders, directors, officers, employees, agents, attorneys and assignees of each of the Company, its Subsidiaries and each of their respective Affiliates and former, current and future holders of any equity, controlling persons, Representatives, Affiliates, members, managers, general or limited partners, stockholders, directors, officers, employees, agents, attorneys and assignees of each of the foregoing (the Persons in clauses (A) and (B) collectively, the “Company Related Parties”) in respect of this Agreement and the Transactions. Except in the event of fraud or any Willful Breach of any representation, warranty or covenant or agreement contained herein, upon payment of the Termination Fee to Parent or its designee, none of the Company Related Parties will have any further monetary liability or obligation to (A) Parent or Merger Sub; or (B) the former, current and future direct or indirect holders of any equity, controlling persons, Representatives, Affiliates (other than Parent or Merger Sub), members, managers, general or limited partners, stockholders and assignees of each of Parent and Merger Sub (the Persons in clauses (A) and (B) collectively, the “Parent Related Parties”) relating to or arising out of this Agreement or the Transactions (except that the Company and its Subsidiaries (or their Affiliates) will remain obligated with respect to, and Parent and Merger Sub may be entitled to remedies with respect to, the Confidentiality Agreement, Section 8.3(a) (with respect to the expenses of the Company) and Section 8.3(d), as applicable.

  • Nonexclusive Remedy The exercise by either party of any remedy under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise.

  • 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.

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