Limitation, Exclusivity Sample Clauses

Limitation, Exclusivity. No Claim shall be made or have any validity unless the Indemnified Party shall have given written notice of such Claim to the Indemnifying Party. If full recovery under any such Claim is not had within [****]* of such written notice, arbitration, pursuant to Section 14.4, must be commenced within thirty (30) days following the end of such [****]* or such Claim shall be invalidated. This Article 13 provides the exclusive means by which a party may assert Claims against the other party and Section 14.4 provides the exclusive means by which a party may bring actions against the other party with respect to any breach by the other party of its indemnification obligations under this Article 13.
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Limitation, Exclusivity. No Claim shall be made or have any validity unless the Indemnified Party shall have given written notice of such Claim to the Indemnifying Party prior to the date set forth in Section 10.01, if applicable, for such Claim. Except as otherwise provided in an Ancillary Agreement or with respect to claims for equitable relief made with respect to breaches of any covenant or agreement contained in this Agreement or any of the Ancillary Agreements, each party hereto acknowledges and agrees that from and after the Principal Closing, the sole and exclusive remedy of such party with respect to any and all claims under this Agreement and the transactions contemplated hereby shall be pursuant to the indemnification provisions set forth in this Article X, and, in furtherance of the foregoing, each party hereto hereby waives and releases, and agrees to cause its Affiliates to waive and release, from and after the Principal Closing, any and all rights, claims and causes of action they may have against the other party hereto or any of its Affiliates arising under or based upon any statutory or common law or otherwise to the extent relating to this Agreement or the transactions contemplated hereby, except that nothing herein shall limit the liability of any party hereto for fraud or intentional misrepresentation or the right of any party hereto to enforce any arbitration decision rendered pursuant to Section 11.12. With respect to any Damages arising under this Agreement, Seller and Buyer agree that they shall only seek such Damages from Buyer or Seller, as applicable, and each party hereto hereby waives the right to seek Damages from or equitable remedies, such as injunctive relief, against any Affiliate of the other party hereto or any director, officer or employee of such other party (or any of its Affiliates).
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Limitation, Exclusivity. Section 10.8. Indemnification for Brokerage Claims.
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Limitation, Exclusivity. No Claim based upon the misrepresentation of any representation or breach of any warranty, covenant or other agreement made in this Agreement shall be made or have any validity unless the Indemnified Party shall have given notice of such Claim in accordance herewith to the Indemnifying Party prior to the date that is six months from the Closing Date. If full recovery under any such Claim is not had within three months of such written notice, arbitration must be commenced within 30 days following the end of such three-month period or such Claim shall be invalidated. This Article X provides the exclusive means by which a party may assert Claims and Sections 12.12 and 12.13 provide the exclusive means by which a party may bring actions against the other party with respect to such misrepresentations or breaches.
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Limitation, Exclusivity. No Claim shall be made or have any validity unless the Indemnified Party shall have given written notice of such Claim to the Indemnifying Party prior to the date set forth in Section 9.4 for such claim. If full recovery under any such Claim is not had within three (3) months of such written notice, arbitration must be commenced within thirty (30) days following the end of such three-month period or such Claim shall be invalidated. This Article 9 provides the exclusive means by which a party may assert Claims and the Arbitration and Dispute Resolution provisions of this Agreement, as set forth below, provide the exclusive means by which a Party may bring actions against the other Party with respect to such breaches
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Limitation, Exclusivity. No Claim pursuant to SECTION 10.2(i), 10.2(ii) or 10.2(iii) shall be made or have any validity unless the Buyer Indemnitee shall have given written notice of such Claim to the Representatives prior to the expiration of the applicable survival period, if any, set forth in SECTION 10.1 for such Claim. This ARTICLE X provides the exclusive means by which an Indemnified Party may assert Claims or any other cause of action arising out of the transactions contemplated hereby.
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Limitation, Exclusivity. No Claim pursuant to Section 10.2(i) or 10.2(iii) shall be made or have any validity unless the Buyer Indemnitee shall have given written notice of such Claim to Seller prior to the expiration of the applicable survival period, if any, set forth in Section 10.1 for such Claim. Except for Claims alleging fraud or actions for injunctive relief or other equitable remedies, this Article X provides the exclusive means by which an Indemnified Party may assert Claims and Section 11.12 provides the exclusive means by which an Indemnified Party may bring actions against an Indemnifying Party with respect to such Claims.
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Limitation, Exclusivity. (a) No Claim shall be made or have any validity unless the Indemnified Party shall have given written notice of such Claim to the Indemnifying Party prior to the date set forth in Section 8.1 for such Claim. Should the Closing occur, except as set forth in Section 3.2, the remedies provided for in this ARTICLE VIII will be the sole and exclusive remedies of the parties and their Affiliates and each of their respective stockholders, equityholders, officers, directors, employees, Affiliates, agents, Representatives, successors and assigns for any breach of or inaccuracy in any representation, warranty, covenant or obligation contained in this Agreement, in any Closing Certificate, the certificate delivered pursuant to Section 6.2(c)(iii) or the certificate delivered pursuant to Section 6.3(c)(iii); provided, however, that nothing in this Agreement is intended to (i) waive any claims for Fraud, (ii) limit any claims under the Representation and Warranty Insurance Policy or (iii) prohibit a party from commencing an action or proceeding for specific performance or injunction to which a party may be entitled (including any action to require a party hereto to consummate the transactions contemplated hereby).
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Limitation, Exclusivity. No Claim for a breach of representation or warranty shall be made or have any validity unless the Indemnified Party shall have given written notice of such Claim to the Indemnifying Party within the period of survival set forth in Section 7.3. So long as notice is timely given, the representation or warranty shall survive with respect to such Claim until such Claim is finally resolved. This Article VII provides the exclusive means by which a party may assert Claims.
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Related to Limitation, Exclusivity

  • Non-Exclusivity The services of the Adviser to the Manager, the Allocated Portion and the Trust are not to be deemed to be exclusive, and the Adviser shall be free to render investment advisory or other services to others and to engage in other activities. It is understood and agreed that the directors, officers, and employees of the Adviser are not prohibited from engaging in any other business activity or from rendering services to any other person, or from serving as partners, officers, directors, trustees, or employees of any other firm or corporation.

  • Non-Exclusivity of Services The Manager is free to act for its own account and to provide investment management services to others. The Fund acknowledges that the Manager and its officers and employees, and the Manager's other funds, may at any time have, acquire, increase, decrease or dispose of positions in the same investments which are at the same time being held, acquired or disposed of under this Agreement for the Fund. Neither the Manager nor any of its officers or employees shall have any obligation to effect a transaction under this Agreement simply because such a transaction is effected for his or its own account or for the account of another fund. Fund agrees that the Manager may refrain from providing any advice or services concerning securities of companies for which any officers, directors, partners or employees of the Manager or any of the Manager's affiliates act as financial adviser, investment manager or in any capacity that the Manager deems confidential, unless the Manager determines in its sole discretion that it may appropriately do so. The Fund appreciates that, for good commercial and legal reasons, material nonpublic information which becomes available to affiliates of the Manager through these relationships cannot be passed on to Fund.

  • Non-exclusivity of Rights Nothing in this Agreement shall prevent or limit the Executive's continuing or future participation in any plan, program, policy or practice provided by the Company or any of its affiliated companies and for which the Executive may qualify, nor, subject to Section 12(f), shall anything herein limit or otherwise affect such rights as the Executive may have under any contract or agreement with the Company or any of its affiliated companies. Amounts which are vested benefits or which the Executive is otherwise entitled to receive under any plan, policy, practice or program of or any contract or agreement with the Company or any of its affiliated companies at or subsequent to the Date of Termination shall be payable in accordance with such plan, policy, practice or program or contract or agreement except as explicitly modified by this Agreement.

  • Exclusivity Without prejudice to the Company’s rights under Section 5.4, the Company agrees not to appoint any other depositary for issuance of depositary shares, depositary receipts or any similar securities or instruments so long as The Bank of New York Mellon is acting as Depositary under this Deposit Agreement.

  • Non-Exclusivity; Survival of Rights; Subrogation (a) The rights of indemnification and advance of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the charter or Bylaws of the Company, any agreement or a resolution of the stockholders entitled to vote generally in the election of directors or of the Board of Directors, or otherwise. Unless consented to in writing by Indemnitee, no amendment, alteration or repeal of the charter or Bylaws of the Company, this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in Indemnitee’s Corporate Status prior to such amendment, alteration or repeal, regardless of whether a claim with respect to such action or inaction is raised prior or subsequent to such amendment, alteration or repeal. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right or remedy shall be cumulative and in addition to every other right or remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion of any right or remedy hereunder, or otherwise, shall not prohibit the concurrent assertion or employment of any other right or remedy.

  • Non-Exclusive Agreement The services of the Adviser to the Fund under this Agreement are not to be deemed exclusive, and the Adviser shall be free to render similar services or other services to others so long as its services hereunder are not impaired thereby.

  • Non-Exclusive License Grant In the event that either: (i) the making, have made or use by Merck or its Related Parties of any Cue Biologics during the term of this Agreement; or (ii) the making, having made, use, import, offer for sale and/or sale by Merck or its Related Parties of Compound or Product in the Territory would infringe a claim of an issued letters patent that Company (or its Affiliate) Controls and which patents are not covered by the grant in Section 3.1, Company hereby grants to Merck, to the extent Company is legally able to do so, a non-exclusive, sublicensable, royalty-free license in the Territory under such issued letters patent for Merck and its Related Parties to conduct such activities with respect to the Cue Biologics, Compounds and Products for all activities in the Field.

  • No Exclusivity The remedies provided for in this Section 2.09 are not exclusive and shall not limit any rights or remedies which may be available to any indemnified party at law or in equity or pursuant to any other agreement.

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