General/Recoverable Damages Sample Clauses

General/Recoverable Damages. 8.1.1 In the event of any breach or non-fulfilment by the Sellers of any of the Sellers’ Guarantees or covenants pursuant to Section 10 (Ordinary Course of Business Covenant) or any other guarantee, covenant or undertaking of the Sellers under this Agreement (collectively the Purchasers’ Claims, each of them a Purchasers’ Claim, which definition for purposes of defining recoverable damages or limitation of Sellers’ liability shall not include liabilities under Section 2 through Section 6, Section 11 and any obligations or liabilities relating to periods subsequent to Closing), the Purchasers are entitled to demand from the Sellers (i) that the Sellers put the Purchasers, or at the choice of the Purchasers, the Target or the respective WILD Flavors Company, into the position the Purchasers or the Target or the respective WILD Flavors Company would have been in had the guarantee, covenant or undertaking not been breached (restitution in kind; Naturalrestitution), or (ii) that the Sellers pay an amount sufficient to compensate all damages suffered by the Purchasers, the Target or the respective WILD Flavors Company in connection with such breach or non-fulfilment and recoverable by the Purchasers under this Agreement. If the Sellers fail to achieve such position within sixty (60) Business Days after having been notified in reasonable detail by the Purchasers of the potential breach or measure, or if the breach is not subject to restitution in kind, the Purchasers or, at the Purchasers’ choice, the Target or the respective WILD Flavors Company, shall be entitled to claim monetary damages (Schadensersatz in Geld), provided, however, that such damages shall only cover actual damages suffered directly by the Purchasers or the Target or the respective WILD Flavors Company, and shall in particular not cover (i) internal administration or overhead costs of the Purchasers, the Target or a WILD Flavors Company, as the case may be, (ii) consequential damages (Folgeschäden) or lost profits (entgangener Gewinn), (iii) frustrated expenses (vergebliche Aufwendungen), (iv) any potential or actual reduction (Minderung) in value of the Target or a WILD Flavors Company beyond the actual damage incurred (due to, for example, lost EXECUTION COPY Project Kronos 5 July 2014 48 | 76 earnings or decreased cash flow), or (v) amounts based on any arguments that the Purchase Price was calculated upon incorrect assumptions, and further provided that for any Purchasers’ Claim resulting f...
Sample 1Sample 2
AutoNDA by SimpleDocs
General/Recoverable Damages. 7.1.1 In the event of any breach or non-fulfillment by a Seller of any of the guarantees given by the respective Seller pursuant to section 6, the respective Seller shall, subject to the provisions of this section 7, within a period of 2 (two) months after he has received notification of such a breach or non-fulfillment from the Purchaser or the Shareholder Loans Purchaser, put the Purchaser or the Shareholder Loans Purchaser, as the case may be, into the position the Purchaser or the Shareholder Loans Purchaser would have been in had the guarantee not been breached (restitution in kind; Naturalrestitution). If and to the extent that the respective Seller fails to provide restitution in kind within the period set out in the foregoing sentence, the Purchaser or the Shareholder Loans Purchaser, as the case may be, at its election, shall be entitled to claim for monetary damage compensation (Schadenersatz in Geld) instead of restitution in kind. The obligations under the foregoing sentences exist regardless of any fault or negligence (Verschulden) of the Sellers. The damage compensation shall only cover (i) actual damages, (ii) consequential damages (Folgeschäden, mittelbare Schäden), and (iii) lost profits, in each case as far as such damages are recoverable under sections 249 et seq. BGB. For the avoidance of doubt, damage compensation shall not cover internal administration or overhead costs and expenses of the Purchaser or the Shareholder Loans Purchaser. The Purchaser and the Shareholder Loans Purchaser shall not be entitled to argue that the Purchase Price and/or the Shareholder Loans Remuneration was calculated upon incorrect assumptions. Any payment made by any of the Sellers pursuant to this Agreement shall be deemed to be an adjustment of the Purchase Price.
Sample 1Sample 2
General/Recoverable Damages. 6.1.1 In the event of any breach or non-fulfillment by the Seller of any of the guarantees pursuant to Section 5, the Seller shall put the Purchaser into the position the Purchaser would have been in had the guarantee not been breached (restitution in kind; Naturalrestitution). If the Seller is unable to achieve this position within three (3) months after having been notified by the Purchaser of the breach, the Purchaser may claim for monetary damages (Schadensersatz in Geld), provided, however, that such damages shall in particular not cover internal administration, overhead costs of the Purchaser and consequential damages (Folgeschäden). [*]
Sample 1Sample 2
General/Recoverable Damages. 7.1.1 In the event of any breach or non-fulfilment by the Sellers of any of the guarantees pursuant to Section 6 or covenants of Sellers under Section 11.2, the Sellers shall put the Purchaser and/or the relevant Xxxxx Group Company into the position the Purchaser and/or such Ipsen Group Company would have been in had the guarantee or covenant not been breached or properly fulfilled (restitution in kind; Naturalrestitu- tion). If (i) the Sellers are unable to achieve this position within 90 days after having been notified by the Purchaser of the breach or (ii) restitution in kind is not feasible, the Purchaser may claim for monetary damages (Schadenersatz in Geld), in accordance with Section 249 et seq. German Civil Code including (i) consequential damages (Folgeschäden) and (ii) loss of profits (entgangener Gewinn) to the extent such lost profits are proven and tangible and do not relate to a breach of a guarantee in Section 6.2.1 to the extent relating to shares and encumbrances thereon, provided, however, that such damages shall not include internal administration or overhead costs of Purchaser, any value reduction (due to, for example, lost earnings or decreased cash flow) or be based on any arguments that the Purchase Price was calculated upon incorrect assumptions. For the avoidance of doubt: There shall be no double-counting of any losses or damages and the reduced value of a subsidiary or reduced dividend flows resulting from the breach of a Sellers’ Guarantee shall not be indemnifiable in addition to the claims stipulated in this Section 7.
Sample 1
General/Recoverable Damages. 10.1.1 In the event of any breach of any representation and warranty made by Seller pursuant to Section 9, Seller shall indemnify and hold harmless Purchaser and/or, at Purchaser’s election, the Target Companies as well as any of Purchaser’s or the Target Companies’ successors, officers, directors, shareholders, employees and agents, from any damages including claims, injuries, losses, damages, Liabilities, charges, demands, actions, suits, proceedings, payments, assessments, deficiencies, settlements, judgments, awards, penalties, fines, costs, expenditures or expenses (including removal costs, remediation costs, closure costs, fines, penalties and expenses of investigation and ongoing monitoring, reasonable legal, expert and consultant fees and expenses and out-of-pocket disbursements) but excluding any special, incidental, exemplary, punitive or consequential damages (including lost profits, loss of revenue or lost sales) except to the extent awarded by a court of competent jurisdiction in connection with a claim by a third party or resulting from willful misconduct or intentional breach of this Agreement (“Damages”) incurred by Purchaser, the Target Companies or any of Purchaser’s or the Target Companies’ successors, officers, directors, shareholders, employees and agents.
Sample 1
General/Recoverable Damages. 9.1.1 In the event of any breach or non-fulfillment by the Company of any of its guaranties pursuant to Section 8, the Company shall put CBAI into the position it would have been in had the guaranty not been breached (restitution in kind; Naturalrestitution). If the Company is unable to achieve this position within [21] days after having been notified by CBAI of the breach, CBAI may claim from the Company monetary damages (Schadenersatz in Geld), provided, however, that such damages shall only cover actual damages incurred by CBAI, and shall in particular not cover internal administration or overhead costs of CBAI, consequential damages (Folgeschäden), loss of profits (entgangener Gewinn) or any damages claimed on the basis that CBAI’s Investment Amount was calculated upon incorrect assumptions.
Sample 1
General/Recoverable Damages. 7.1.1 In the event that any of the guarantees of the Seller pursuant to Section 6 prove to be not true and correct in full or in part (each a “Breach of Guarantee”), or or any of the covenants pursuant to Section 4.1 prove to be not true and correct in full or in part (each a “Breach of Covenant”) the Seller shall put the Purchaser or at the election of the Purchaser the Company into the position the Purchaser or the Company would have been in had the guarantee or the covenant not been breached (restitution in kind; Naturalrestitution). If the Seller is unable or unwilling to achieve this position within thirty (30) Business Days after having been notified by the Purchaser of the Breach of Guarantee or the Breach of Covenant, the Seller shall pay to the Purchaser or, at the election of the Purchaser, to the Company the monetary damages (Schadenersatz in Geld) – including lost profits (entgangener Gewinn) and consequential damages (Folgeschäden) to the extent such consequential damages are reasonably foreseeable – to compensate for the damages suffered by the Purchaser and the Company which they would not have suffered if the guarantee or covenant in question had been true and correct, provided that such damages shall exclude any arguments that the Purchase Price was calculated upon incorrect assumptions.
Sample 1
AutoNDA by SimpleDocs
General/Recoverable Damages. (a) In the event of any breach or non-fulfillment by any Seller of any of the guarantees pursuant to Section 8, such Seller shall put the Purchaser into the position the Purchaser would have been in had the guaranty not been breached (restitution in kind; Naturalrestitution). If such Seller is unable to achieve this position within three (3) months after having been notified by the Purchaser of the breach, the Purchaser may claim from such Seller for monetary damages (Schadenersatz in Geld) in accordance with German law, provided, however, that such damages shall not cover internal administration or overhead costs of Purchaser, punitive damages, or any arguments that the Purchase Price was calculated upon incorrect assumptions. Damages shall, however, cover consequential damages (Folgeschäden) only if and to the extent such consequential damages are within the purpose (Sinn und Xxxxx) of the relevant Sellers’ Guarantee.
Sample 1

Related to General/Recoverable Damages

  • Servicer Liability The transferor of servicing shall be liable to the Master Servicer and the Trustee for any servicing obligation violations that occur before, during, and up to and including the day the portfolio is actually transferred. The transferee of servicing shall be liable for any breach of servicing obligations that occurs after the transfer of the servicing portfolio.

  • Indemnification by Servicer The Servicer shall indemnify and hold harmless the Trustee and the Depositor and their respective officers, directors, agents and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach by the Servicer or any of its officers, directors, agents or Affiliates of its obligations under Sections 3.17, 3.18 and 3.20, any material misstatement or omission in any documents prepared thereunder (to the extent the Servicer is responsible for providing information or calculating amounts included in such information), the failure of such Servicer or any related Sub-Servicer or Subcontractor to deliver or cause to be delivered when required any Assessment of Compliance or Accountant's Attestation required of it pursuant to Section 3.18 or Annual Statement of Compliance required pursuant to Section 3.17, as applicable, or any material misstatement or omission contained in any Assessment of Compliance, Accountant's Attestation or Annual Statement as to Compliance provided on its behalf pursuant to Section 3.18 or 3.17, as applicable, or the negligence, bad faith or willful misconduct of the Servicer in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the indemnified parties, then the Servicer agrees that it shall contribute to the amount paid or payable by the indemnified parties as a result of the losses, claims, damages or liabilities of the indemnified parties in such proportion as is appropriate to reflect the relative fault of the Servicer on the one hand and the indemnified parties on the other.

  • Extent of Liability; Contribution (a) Notwithstanding anything herein to the contrary, each Borrower’s liability under this Section 5.11 shall be limited to the greater of (i) all amounts for which such Borrower is primarily liable, as described below, and (ii) such Borrower’s Allocable Amount.

  • Servicer Indemnification The Owner shall indemnify and hold harmless from and shall reimburse the Servicer for any losses, damages, deficiencies, claims, causes of action or expenses of any nature (including, but not limited to reasonable attorneys' fees) incurred by the Servicer which arise out of or result from the Owner's gross negligence or willful failure to perform any of its obligations under this Agreement.

  • Indemnities of Servicer; Release of Claims (a) The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement.

  • Product Liability Claims As soon as it becomes aware, each party will give the other prompt written notice of any defect or alleged defect in a Product, any injury alleged to have occurred as a result of the use or application of a Product, and any circumstances that may give rise to litigation or recall of a Product or regulatory action that may affect the sale or manufacture of a Product, specifying, to the extent the party has such information, the time, place and circumstances thereof and the names and addresses of the persons involved. Each party will also furnish promptly to the other copies of all papers received in respect of any claim, action or suit arising out of such alleged defect, injury or regulatory action.

  • Additional Indemnification by the Servicer; Third Party Claims The Servicer shall indemnify the Seller, the Depositor, the Trustee and the Master Servicer (and each of their respective directors, officers, employees and agents) and the Trust Fund, and hold them harmless against any and all Costs that any such indemnified party may sustain in any way related to (i) the failure of the Servicer to perform its duties and service the Mortgage Loans in material compliance with the terms of this Agreement (including, but not limited to its obligation to provide the certification pursuant to Section 5.03(b) hereunder) or for any inaccurate or misleading information provided in the certification required pursuant to Section 5.03(b) or (ii) the failure of the Servicer to cause any event to occur or not to occur which would have occurred or would not have occurred, as applicable, if the Servicer were applying Accepted Servicing Practices under this Agreement. The Servicer shall immediately notify the Seller, the Depositor, the Master Servicer, the Trustee or any other relevant party if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (with the prior written consent of the indemnified party in the event of an indemnified claim) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, promptly pay, discharge and satisfy any judgment or decree which may be entered against it or any other party in respect of such claim and follow any written instructions received from such indemnifying party in connection with such claim. Subject to the Servicer’s indemnification pursuant to Section 6.02, or the failure of the Servicer to service and administer the Mortgage Loans in material compliance with the terms of this Agreement, the Trust Fund shall indemnify the Servicer and hold the Servicer harmless against any and all Costs that the Servicer may sustain in connection with any legal action relating to this Agreement, the Certificates or the origination or Servicing of the Mortgage Loans by any prior owner or servicer, other than any Costs incurred by reason of the Servicer’s willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereunder.

  • Standard of Care, Liability and Indemnification (a) The Sub-Advisor shall exercise reasonable care and prudence in fulfilling its obligations under this Agreement.

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