Exclusive Remedy; Further Limitations Sample Clauses

Exclusive Remedy; Further Limitations. Except for equitable remedies, the indemnification provisions set forth in this Section 6 shall be the sole and exclusive remedy of the parties hereto with respect to any and all claims from and after the Closing Date arising out of the subject matter of this Agreement. 7.
Sample 1
AutoNDA by SimpleDocs
Exclusive Remedy; Further Limitations. Except for remedies arising from claims based on Fraud or based on documents primarily related to employment, in which case the Indemnified Party shall have all rights and remedies under this Agreement and those provided by law and in equity, and for equitable remedies, the indemnification provisions set forth in this Section 7 and the R&W Insurance Policy shall be the sole and exclusive remedy of the parties hereto with respect to any and all claims from and after the Closing Date arising out of the subject matter of this Agreement. Nothing in this Section 7.9 shall be construed to limit the rights of the Indemnified Parties against the insurance carrier under the R&W Insurance Policy. No Indemnified Party shall be entitled to double recovery for any indemnifiable Damages even though such Damages may be recoverable under more than one provision of Section 7.2. Notwithstanding the foregoing, this Section 7.9 shall not apply to Agent’s rights to be indemnified by the Equityholders under Section 8.
Sample 1
Exclusive Remedy; Further Limitations. Except for remedies arising from claims based on Fraud, based on the Employment Documents or the Contractor Documents, and for equitable remedies, the indemnification provisions set forth in this Section 5 shall be the sole and exclusive remedy of the parties hereto with respect to any and all claims or alleged claims from and after the Closing Date arising out of the subject matter of this Agreement.
Sample 1
Exclusive Remedy; Further Limitations. Except for remedies arising from claims based on Fraud, in which case the Indemnified Party shall have all rights and remedies under this Agreement and those provided at law and in equity, and for equitable remedies, the indemnification provisions set forth in this Section 5 shall be the sole and exclusive remedy of the parties hereto with respect to any and all claims from and after the Closing Date arising out of the subject matter of this Agreement; provided, that notwithstanding the foregoing, the Purchaser Indemnified Parties shall have the right to pursue claims from and after the Closing Date (i) against a Company UAR Holder with respect to breaches of its respective representations, warranties and/or covenants under their respective UAR Termination Agreement, provided that each applicable Company UAR Holder’s maximum aggregate liability to the Purchaser Indemnified Parties with respect thereto shall be the total aggregate proceeds actually received by such Company UAR Holder in connection with the transactions contemplated by this Agreement, and (ii) based upon documents primarily related to employment against any party thereto to the extent of and in accordance with their respective terms.
Sample 1
Exclusive Remedy; Further Limitations. Except with respect to fraud, the right to seek specific performance or injunctive relief to enforce a party’s covenants and obligations in any Transaction Agreement or as provided in Section 4.13(c) and Section 6.2, the indemnification provisions set forth in this Article 5 shall be the sole and exclusive remedy of the parties hereto with respect to any and all claims from and after the Closing Date arising out of the subject matter of this Agreement. For the avoidance of doubt, nothing contained in this Agreement shall be construed to limit the Purchaser Indemnified Parties’ rights under the R&W Insurance Policy, the Existing Purchase Agreement or the Existing R&W Policy.
Sample 1
Exclusive Remedy; Further Limitations. The indemnification provisions set forth in this Section 5 shall be the sole and exclusive remedy of the parties (other than Agent with respect to Section 6.2) with respect to any and all claims from and after the Closing Date arising out of the subject matter of this Agreement. For the avoidance of doubt, nothing contained in this Agreement shall be construed to limit the Purchaser Indemnified Parties’ rights under the R&W Insurance Policy.
Sample 1

Related to Exclusive Remedy; Further Limitations

  • Exclusive Remedies Subject to Section 9.12, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud 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 this ARTICLE VII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the 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, rule or regulation, except pursuant to the indemnification provisions set forth in this ARTICLE VII. Nothing in this Section 7.05 shall limit any person’s right to seek and obtain any equitable relief to which any person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any intentional fraud by any party hereto.

  • Exclusive Remedy The foregoing shall constitute the Parties' sole and exclusive remedies and obligations with respect to a third party claim of intellectual property infringement arising out of the conduct of business under this Agreement.

  • 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.

  • 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.

  • 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.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!