Exclusive Remedy and Limitations Sample Clauses

Exclusive Remedy and Limitations. Any transfer of Indemnification -------------------------------- Escrow Shares or Penn Escrow Shares (as defined in Section 8.4(b) and Section 8.4(a), respectively, of this Agreement) to an Indemnified Party out of the Escrow Fund pursuant to the provisions of this Article Eight shall be treated by the parties as an adjustment to the Merger Consideration payable in connection with the Merger. After the Closing, resort to the Indemnification Escrow Shares shall be the sole and exclusive remedy and method of recourse of the Indemnified Persons for breach of this Agreement and any Damages described in clauses (i), (ii) and (iii) of Section 8.2(a), and resort to the Penn Escrow Shares shall be the sole and exclusive remedy and method of recourse of the Indemnified Persons for Damages directly relating to the amended provisions of the University of Pennsylvania Amendment, as provided in Section 8.11 of this Agreement.
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Exclusive Remedy and Limitations. Resort to the Escrow Fund shall be the sole and exclusive remedy of the Indemnified Persons for any Damages if the Merger closes; provided, however, that this limitation shall not apply with respect to claims relating to the representations and warranties set forth in Sections 2.03, 2.12, 2.13 and 2.15; provided, that to the extent Damages in connection with the previous clause exceed the amounts held in the Escrow Fund, any such amount of excess shall be offset against any Earn-Out Consideration pursuant to Section 1.12. Liability of the Target shareholders shall be several and the maximum liability of any former holder of the Target Capital Stock for any breach of a representation, warranty, covenant or agreement of the Target shall be limited to the Escrow Property in which such holder has an interest that are held pursuant to the Escrow Agreement and, as applicable, the Earn-Out Consideration the holder would otherwise have been entitled to receive; provided, however, that nothing herein shall limit the liability of any officer, director or stockholder of the Target for such person’s or entity’s fraud committed in connection with the execution of this Agreement and the performance by the parties hereunder.
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Exclusive Remedy and Limitations. Resort to the Escrow Fund shall be the sole and exclusive remedy of the Indemnified Persons for any Damages if the Step One Merger closes. Liability of the Target stockholders shall be several and the maximum liability of any former holder of the Target Capital Stock for any breach of a representation, warranty, covenant or agreement of the Target and the Special Target Obligations shall be limited to the Escrow Cash and Escrow Shares in which such holder has an interest that are held pursuant to the Escrow Agreement; provided, however, in each case, that nothing herein shall limit the liability: (i) of any Target stockholder in connection with any actual breach by such stockholder of the Affiliate Agreement, Non-Competition Agreement or Voting Agreement, as applicable, (ii) of any such officer, director or stockholder of the Target for such person's or entity's fraud or intentional misrepresentation and (iii) with respect to any unpaid Taxes of Target paid or payable by Target or an Indemnified Person with respect to any taxable periods (or portions thereof) of Target through the Closing Date in excess of $350,000 except as set forth above; provided that liability of the Target stockholders shall be several and, subject to the terms of the Indemnification Agreement, the maximum liability of any former holder of the Target Capital Stock for any unpaid Taxes (including amounts paid or payable pursuant to the use of the Escrow Shares) shall be limited to such stockholder's percentage ownership of the Target Capital Stock as calculated immediately prior to the Effective Time multiplied by the lesser of (i) the total aggregate amount of any such unpaid Taxes (including amounts paid or payable pursuant to the use of the Escrow Shares) and (ii) an amount equal to the aggregate value of the Merger Consideration (determined by adding the Cash Consideration to the product of the Stock Consideration multiplied by the Closing Price) issued in the Step One Merger to such stockholder divided by two (2).
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Exclusive Remedy and Limitations. In the event the Purchase is consummated, except in the event of actual fraud or intentional misrepresentation (which is further addressed below in this paragraph), resort to the Warranty Escrow Fund shall be the sole and exclusive remedy of the Acquiror Indemnified Persons for any Damages resulting from breaches of representations and warranties and Special Indemnity Matters other than the representations and warranties in Section 3. The maximum amount of each Selling Stockholder’s liability for any misrepresentation, breach of or default in connection with any of the representations and warranties of such Selling Stockholder contained in Section 3 shall be limited to an amount equal to the value of the total consideration received by such Selling Stockholder pursuant to this Agreement (with any Acquiror Stock received valued at the average reported closing price for such securities on the NASDAQ for the ten (10) trading days ending one (1) trading day prior to such release of escrowed property). The maximum amount of the Acquiror’s liability for any misrepresentation, breach of, or default in connection with, any of the representations and warranties of the Acquiror contained in this Agreement or any closing certificates furnished by the Acquiror at the Closing, shall be limited to an amount equal to the value of the Escrow Property as of the Closing Date, based on the Closing Average Stock Price. The foregoing shall not be deemed a limitation on any remedy for Damages associated with a breach of a covenant or other agreement of the parties. Each Selling Stockholder shall be responsible for its own covenants and its own actual fraud and intentional misrepresentation without limitation and no Selling Stockholder shall be liable for a breach of another Selling Stockholder’s covenants or the actual fraud or intentional misrepresentation of another Selling Stockholder in excess of its Escrow Proportionate Interest in the Escrow Fund Property.
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Related to Exclusive Remedy and Limitations

  • 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.

  • 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.

  • WARRANTIES AND LIMITATION OF LIABILITY (a) Service shall be provided by Frontier in accordance with the applicable technical standards established for call transport by the telecommunications industry. Frontier shall provide Service in a quality and diligent manner consistent with service Frontier provides to its other customers via a digital fiber optic network with SS7 signaling (where available). FRONTIER MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO TRANSMISSION, EQUIPMENT OR SERVICE PROVIDED HEREUNDER, AND EXPRESSLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR FUNCTION.

  • Warranty and Limitation of Liability 5.1 Seller warrants that it will give to Buyer good and marketable title to all Concentrates delivered hereunder and that such Concentrates will be delivered free and clear of all liens, claims, charges and encumbrances of any kind and type whatsoever.

  • Disclaimer and Limitation of Liability Except as expressly set forth herein, NEITHER PARTY MAKES ANY OTHER WARRANTY OR REPRESENTATION OF ANY KIND, AND EACH PARTY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTIES OF NON-INFRINGEMENT OF ANY PATENT OR OTHER INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY. IN NO EVENT WILL COMPANY’S LIABILITY FOR ANY AND ALL CLAIMS, LOSSES OR DAMAGES ARISING OUT OF OR RELATING TO, IN WHOLE OR IN PART, THIS AGREEMENT, OR ANY SERVICES OR DELIVERABLES PROVIDED UNDER THIS AGREEMENT OR OTHERWISE, WHETHER ARISING UNDER THEORIES OF CONTRACT, TORT, NEGLIGENCE OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID BY AVEDRO TO COMPANY UNDER THIS AGREEMENT; PROVIDED, HOWEVER THAT SUCH LIMIT SHALL NOT APPLY TO LIABILITY ARISING FROM A BREACH OF SECTION 4 OR AVEDRO’s CLAIM FOR INDEMNIFICATION FROM COMPANY PURSUANT TO SECTION 6(b). EXCEPT FOR LIABILITY FOR BREACH OF SECTION 4, UNDER NO CIRCUMSTANCES WHATSOEVER WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR LOSSES RESULTING FROM BUSINESS INTERRUPTION, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES.

  • 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.

  • Indemnification and Limitation of Liability (a) To the fullest extent that limitations on the liability of Trustees and officers are permitted by the DSTA, the officers and Trustees shall not be responsible or liable in any event for any act or omission of: any agent or employee of the Trust; any Investment Adviser or Principal Underwriter of the Trust; or with respect to each Trustee and officer, the act or omission of any other Trustee or officer, respectively. The Trust, out of the Trust Property, shall indemnify and hold harmless each and every officer and Trustee from and against any and all claims and demands whatsoever arising out of or related to such officer’s or Trustee’s performance of his or her duties as an officer or Trustee of the Trust. This limitation on liability applies to events occurring at the time a Person serves as a Trustee or officer of the Trust whether or not such Person is a Trustee or officer at the time of any proceeding in which liability is asserted. Nothing herein contained shall indemnify, hold harmless or protect any officer or Trustee from or against any liability to the Trust or any Shareholder to which such Person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Person’s office.

  • 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.

  • Tenant’s Remedies/Limitation of Liability Landlord shall not be in default hereunder unless Landlord fails to perform any of its obligations hereunder within 30 days after written notice from Tenant specifying such failure (unless such performance will, due to the nature of the obligation, require a period of time in excess of 30 days, then after such period of time as is reasonably necessary). Upon any default by Landlord, Tenant shall give notice by registered or certified mail to any Holder of a Mortgage covering the Premises and to any landlord of any lease of property in or on which the Premises are located and Tenant shall offer such Holder and/or landlord a reasonable opportunity to cure the default, including time to obtain possession of the Project by power of sale or a judicial action if such should prove necessary to effect a cure; provided Landlord shall have furnished to Tenant in writing the names and addresses of all such persons who are to receive such notices. All obligations of Landlord hereunder shall be construed as covenants, not conditions; and, except as may be otherwise expressly provided in this Lease, Tenant may not terminate this Lease for breach of Landlord’s obligations hereunder. All obligations of Landlord under this Lease will be binding upon Landlord only during the period of its ownership of the Premises and not thereafter. The term “Landlord” in this Lease shall mean only the owner for the time being of the Premises. Upon the transfer by such owner of its interest in the Premises, such owner shall thereupon be released and discharged from all obligations of Landlord thereafter accruing, but such obligations shall be binding during the Term upon each new owner for the duration of such owner’s ownership.

  • 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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