Exclusive Remedy; Non-Recourse Sample Clauses

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.
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs
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.
Sample 1Sample 2
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.
Sample 1Sample 2
Exclusive Remedy; Non-Recourse. (a) After the Closing, the indemnification rights set forth in this Article VIII are and shall be the sole and exclusive remedies of Purchaser, the other Seller-Indemnified Persons, Sellers and the other Purchaser-Indemnified Persons with respect to this Agreement and the Transactions contemplated hereby.
Sample 1
Exclusive Remedy; Non-Recourse. (a) After the Effective Time the indemnification rights set forth in this Article IX and in the Selling Stockholders Agreement are and shall be the sole and exclusive remedies of Parent, Parent Indemnified Persons, the Stockholder Representative, the Surviving Corporation and the Junior Stockholders 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.
Sample 1
Exclusive Remedy; Non-Recourse. (a) After the Effective Time the indemnification rights in this Article VII are and shall be the sole and exclusive remedies of the Buyer Indemnified Persons and the Seller Indemnified Persons with respect to this Agreement and the transactions contemplated hereby or any certification delivered hereunder; provided that this sentence shall not be deemed a waiver by any party of its rights with respect to claims against any Person to the extent they arise out of actual fraud by such Person or of its right to seek specific performance or injunctive relief in the case of another party’s failure to comply with the post-Closing covenants made by such other party (including its obligations under this Article VII).
Sample 1
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.
Sample 1
AutoNDA by SimpleDocs
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.
Sample 1
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.
Sample 1

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.

  • 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.

  • 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.

Time is Money Join Law Insider Premium to draft better contracts faster.