Exclusive Remedy; Non-Recourse Sample Clauses

Exclusive Remedy; Non-Recourse. (a) Except as may be required to enforce post-closing covenants hereunder, after the Effective Time the indemnification rights in this Article IX are and shall be the sole and exclusive remedies of the Acquiror, the Acquiror Indemnified Persons, the Shareholders’ Representative, the Surviving Corporation, the Company Stockholders and Optionholders with respect to this Agreement and the Merger contemplated hereby; provided that this sentence shall not be deemed a waiver by any party of its right to seek specific performance or injunctive relief in the case of another party’s failure to comply with the covenants made by such other party. (b) The Acquiror, for itself, its successors and assigns including the Surviving Corporation and Acquiror Indemnified Persons, acknowledge and agree that this Agreement and the transactions contemplated hereby are non-recourse as to the Shareholders’ Representative, the Company Stockholders and Optionholders and that they shall have no recourse against the Shareholders’ Representative, the Company Stockholders and Optionholders for or on account of any matter, cause, claim or thing of or relating to this Agreement or the Merger or other transactions contemplated hereby, excepting only against and to the extent of the Escrow Indemnification Amount. (c) In furtherance of the foregoing, the Acquiror for itself, its successors and assigns (including the Surviving Corporation), and Acquiror Indemnified Persons, covenant and agree that neither the Acquiror, the Surviving Corporation nor the Acquiror Indemnified Persons (or any of them) shall xxx or initiate or maintain any action, suit or cause of action against the Shareholders’ Representative, the Company Stockholders and Optionholders (in their capacity as such) or any of them as a result of this Agreement or the transactions contemplated hereby. (d) The provisions of Article IX were specifically bargained for and reflected in the amounts payable to the Company Stockholders and Optionholders in connection with the Merger pursuant to Article II.
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Exclusive Remedy; Non-Recourse. (a) From and after the Closing, except with respect to claims based upon fraud in the negotiation or execution of this Agreement or claims seeking injunctions or specific strict performance (including pursuant to Section 11.9), indemnification pursuant to this Article VII shall be the sole and exclusive remedy for the Parties with respect to matters arising under this Agreement of any kind or nature, including for any misrepresentation or breach of any warranty, covenant, or other provision contained in this Agreement or otherwise relating to the subject matter of this Agreement, including the negotiation and discussion thereof. (b) This Agreement may only be enforced against the Parties hereto (and their successors and assigns). All claims or causes of action (whether in contract, tort or otherwise) that may be based upon, arise out of, or relate to this Agreement, or the negotiation, execution or performance of this Agreement (including any representation or warranty made in connection with this Agreement), may be made only against the Persons that are expressly identified as Parties (and their successors and assigns), and no officer, director, partner, manager, equity holder, employee, consultant, representative, agent or Affiliate of any Party (including any Person negotiating or executing this Agreement on behalf of a Party) shall have any Liability or obligation with respect to this Agreement or with respect to any claim or cause of action (whether in contract, tort or otherwise) that may arise out of or relate to this Agreement, or the negotiation, execution, or performance of this Agreement (including a representation or warranty made in connection with this Agreement).
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Exclusive Remedy; Non-Recourse. (a) After the Closing and absent Fraud, Section 10.2 will provide the sole and exclusive remedy for each of the parties hereto for any and all claims relating to this Agreement and the transactions contemplated by this Agreement, including any misrepresentation, breach of warranty, covenant or other agreement set forth in this Agreement or other claim arising out of this Agreement or the transactions contemplated hereby (other than equitable remedies as they relate to breaches of covenants or other agreements contained herein to the extent such covenants or agreements are to be performed after the Closing), regardless of Applicable Law or the legal theory under which such liability or obligation may be sought to be imposed, whether sounding in contract or tort, or whether at law or in equity or otherwise. Nothing herein is intended to (or shall) restrict the obligations of any Person under the express terms of any Ancillary Agreement entered into pursuant to this Agreement. (b) With respect to indemnification claims pursuant to Section 10.2(a) and purchase price adjustments, none of the Company Member Interest Holders shall have any personal exposure or liability to Parent, and the Escrow Fund shall be the sole source of recovery and satisfaction of any claims (including claims for indemnification) made by Parent or any Parent Indemnified Party under this Agreement. (c) Except as specifically set forth in this Agreement, effective as of the Closing, Parent waives any rights and claims Parent or its Affiliates may have against the Company Member Interest Holders, whether in law or equity, relating to claims for contribution and other rights of recovery with respect to the Company and the Company Subsidiaries and their respective businesses and assets, including claims or rights arising out of or relating to any Applicable Laws or Environmental Law (whether now or hereinafter in effect).
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Exclusive Remedy; Non-Recourse. Notwithstanding any other provision of this Agreement to the contrary, the parties hereto acknowledge and agree that following the Effective Time, except with respect to any Loss arising as a result of fraud (which remedy shall be limited to any Persons who committed such fraud), (i) the foregoing indemnification provisions in this Article VIII shall be the exclusive remedy of Parent Indemnified Parties and the Company Indemnified Parties with respect to the Transactions and (ii) such indemnification (and each Parent Indemnified Party’s sole recourse and exclusive remedy against the Company Indemnified Parties) shall be limited to and satisfiable solely out of any amounts then remaining in the Escrow Account. Without limiting the generality of the foregoing, except with respect to any Loss arising as a result of fraud (which remedy shall be limited to such Persons who committed such fraud), Parent for itself and each Parent Indemnified Party hereby: (a) waives any contractual, statutory, equitable or common law rights or remedies against the Company Indemnifying Parties of any nature, and (b) acknowledges and agrees that the right to indemnification under Section 8.02 shall be non-recourse to the Company Indemnifying Parties and to the assets of the Company Indemnifying Parties (other than their respective interests in the Escrow Account from time to time) and their respective Affiliates, heirs, personal representatives, successors and assigns and the Company Indemnified Parties shall not have any personal liability under this Agreement separate from, or in addition to, the amounts remaining in the Escrow Account from time to time.
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Exclusive Remedy; Non-Recourse. (a) Except as set forth in Section 2.11 and except for claims arising out of Fraud, after the Effective Time, the indemnification rights in this Article X are and shall be the sole and exclusive remedies of the Parent Indemnified Persons and the Seller Indemnified Persons with respect to this Agreement and the transactions contemplated hereby. (b) Each of the Parties, for itself, its successors and assigns (including the Surviving Corporation), acknowledges and agrees that they shall have no recourse for or on account of any matter, cause, claim or thing of or relating to this Agreement or the Merger or other transactions contemplated hereby, except to the extent permitted under this Article X. From and after the Effective Time, each Party, for itself, its successors and assigns hereby waives and releases any and all tort claims and causes of action that may be based upon, arise out of, or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any tort claim or cause of action based upon, arising out of, or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement), other than claims or causes of action arising out of Fraud. (c) Notwithstanding the foregoing, the provisions of this Section 10.8 shall not apply to any claims by Parent or the Surviving Corporation under the Non-Competition Agreements or to any action or claim by any Party for specific performance or injunctive relief with respect to any failure by any other Party to perform any of its covenants or agreements under this Agreement, or any claims or causes of actions for Fraud. (d) This Agreement may only be enforced against, and any claim or cause of action based upon, arising out of, or related to this Agreement may only be brought against the entities that are expressly named as Parties and then only with respect to the specific obligations set forth herein with respect to such Party. Except to the extent a named Party to this Agreement (and then only to the extent of the specific obligations undertaken by such named Party in this Agreement and not otherwise), no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or representative of any Party hereto shall have any liability for any obligations or liabilities of any Party under this Agreement or for any claim based on, in respect of, or by r...
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Exclusive Remedy; Non-Recourse. Other than as set forth in Section 12.7 (Remedies; Specific Performance) or with respect to any claim for Fraud in the negotiation or execution of this Agreement, indemnification pursuant to this ARTICLE XI shall be the sole and exclusive remedy for the Parties with respect to matters arising under this Agreement of any kind or nature, including for any misrepresentation or breach of any warranty, covenant, or other provision contained in this Agreement, and the Parties hereby waive and release any other rights, remedies, causes of action, or claims that they have or that may arise against any other Party with respect thereto.
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Related to Exclusive Remedy; Non-Recourse

  • 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.

  • 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.

  • 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.

  • 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.

  • 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 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. (b) The Executive agrees that the payments and benefits contemplated by Section 5.3 (and any applicable acceleration of vesting of an equity-based award in accordance with the terms of such award in connection with the termination of the Executive’s employment) shall constitute the exclusive and sole remedy for any termination of Executive’s employment and the Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of employment. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to Section 5.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damages. The Executive agrees to resign, on the Severance Date, as an officer and director of the Company and any Affiliate of the Company, and as a fiduciary of any benefit plan of the Company or any Affiliate of the Company, and to promptly execute and provide to the Company any further documentation, as requested by the Company, to confirm such resignation.

  • Nonexclusive Remedies All remedies provided in this Agreement may be exercised individually or in combination with any other available remedy. Contractor shall notify the JBE immediately if Contractor is in default, or if a third party claim or dispute is brought or threatened that alleges facts that would constitute a default under this Agreement. If Contractor is in default, the JBE may do any of the following: (i) withhold all or any portion of a payment otherwise due to Contractor, and exercise any other rights of setoff as may be provided in this Agreement or any other agreement between a Judicial Branch Entity and Contractor; (ii) require Contractor to enter into nonbinding mediation; (iii) exercise, following Notice, the JBE’s right of early termination of this Agreement as provided herein; and (iv) seek any other remedy available at law or in equity.

  • Nonexclusive Remedy Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise.

  • Cumulative Remedies; No Waiver The rights, powers, privileges and remedies of the Administrative Agent and the Lenders provided herein or in any Note or other Loan Document are cumulative and not exclusive of any right, power, privilege or remedy provided by Law or equity. No failure or delay on the part of the Administrative Agent or any Lender in exercising any right, power, privilege or remedy may be, or may be deemed to be, a waiver thereof; nor may any single or partial exercise of any right, power, privilege or remedy preclude any other or further exercise of the same or any other right, power, privilege or remedy. The terms and conditions of Article 8 hereof are inserted for the sole benefit of the Administrative Agent and the Lenders; the same may be waived in whole or in part, with or without terms or conditions, in respect of any Borrowing without prejudicing the Administrative Agent’s or the Lenders’ rights to assert them in whole or in part in respect of any other Borrowing.

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