Limitation on Monetary Damages. In no event shall the registered holder of a Warrant be entitled to receive monetary damages for failure to settle any Warrant exercise if the Common Stock issuable upon exercise of the Warrants has not been registered with the Securities and Exchange Commission pursuant to an effective registration statement or if a current prospectus is not available for delivery by the Warrant Agent, provided the Company has fulfilled its obligations under Section 6.4 to use its best efforts to effect the registration under the Act of the Common Stock issuable upon exercise of the Warrants.
Limitation on Monetary Damages. The Parties agree that they would not have entered into this Agreement if either were to be liable for monetary damages based upon a breach of this Agreement or any other allegation or cause of action based upon or with respect to this Agreement. Accordingly, the Parties (or their permitted assigns) may pursue any course of action at law or in equity available for breach of contract, except that neither Party shall be liable to the other or to any other person or entity for any monetary damages based upon a breach of this Agreement or any other allegation or cause of action based upon or with respect to this Agreement.
Limitation on Monetary Damages. The Parties hereto hereby agree that no Party shall have any liability for monetary damages for any breach of this Agreement so long as such Party used commercially reasonable efforts to comply with the obligation such Party breached and continues thereafter to use commercially reasonable efforts to remedy such breach.
Limitation on Monetary Damages. City and the Master Developer agree that they would not have entered into this Agreement if either were to be liable for monetary damages based upon a breach of this Agreement or any other allegation or cause of action based upon or with respect to this Agreement. Accordingly, City and Master Developer (or its permitted assigns) may pursue any course of action available at law or in equity for breach of contract, except that neither Party shall be liable to the other or to any other person for any monetary damages based upon a breach of this Agreement or any other allegation or cause of action based upon or with respect to this Agreement.
Limitation on Monetary Damages. In no event shall the Holder of a Warrant be entitled to receive monetary damages for failure to settle any Warrant exercise if the NeoStem Common Stock issuable upon exercise of the Warrants has not been registered with the SEC pursuant to an effective registration statement or if a current prospectus is not available for delivery by the Warrant Agent, provided the Company has fulfilled its obligations under Section 7.3 to use its commercially reasonable efforts to effect the registration under the Securities Act of the NeoStem Common Stock issuable upon exercise of the Warrants. The foregoing limitation on damages shall not apply to an exercise in connection with a redemption of a Warrant.
Limitation on Monetary Damages. Except as may be specifically set forth in the Form of Warrant, in no event shall the registered holder of a Warrant be entitled to receive monetary damages for failure to settle any Warrant exercise if the Ordinary Shares issuable upon exercise of the Warrants has not been registered with the Securities and Exchange Commission pursuant to an effective registration statement or if a current prospectus is not available for delivery by the Warrant Agent.
Limitation on Monetary Damages. EXCEPT FOR BREACHES OF CONFIDENTIALITY, INDEMNIFICATION OBLIGATIONS, GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR AS OTHERWISE SPECIFICALLY PROVIDED IN THIS AGREEMENT, (A) NEITHER PARTY’S LIABILITY FOR DAMAGES HEREUNDER, REGARDLESS OF THE FORM OF ACTION, SHALL EXCEED THE TOTAL FEES PAID (IN THE CASE OF FREESTONE’S LIABILITY TO HYDREX) OR PAYABLE (IN THE CASE OF HYDREX’S LIABILITY TO FREESTONE) FOR THE PRODUCTS & SERVICES HEREUNDER; AND (B) NEITHER PARTY WILL BE LIABLE FOR (WHETHER IN CONTRACT, WARRANTY, TORT, PRODUCT LIABILITY OR OTHER THEORY), TO THE OTHER PARTY OR ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING OUT OF THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN MADE AWARE OF THE POSSIBILITY OF SUCH DAMAGES.
Limitation on Monetary Damages. No Manager or officer shall be liable to the Company or to any Member for money damages, except (a) to the extent that it is proved that the Manager or officer actually received an improper benefit or profit in money, property, or services for the amount of the benefit or profit in money, property, or services actually received or (b) to the extent that a judgment or other final adjudication adverse to the Manager or officer is entered in a proceeding based on a finding in the proceeding that the Manager’s or officer’s action, or failure to act, was the result of active and deliberate dishonesty and was material to the cause of action adjudicated in the proceeding. No amendment of this Agreement or repeal of any of its provisions shall limit or eliminate the effect of this Section 7.2 with respect to any act or omission which occurs prior to such amendment or repeal.
Limitation on Monetary Damages. To the maximum extent that Maryland law in effect from time to time permits limitation of the liability of managers of a company, no present or former manager of the Company shall be liable to the Company or its members for money damages.
Limitation on Monetary Damages. (i) The amount of any Monetary Damages suffered by a Purchaser Indemnified Party or a Selling Company Indemnified Party, as the case may be, shall be reduced by (A) any third-party insurance or other indemnification benefits, including from any third-party Contracts or other collateral sources, which such party or any of its representatives actually receives in respect of or as a result of such Monetary Damages (net of all costs and expenses and any retroactive or other premium increases incurred in connection therewith), and (B) any Tax savings actually realized by the Indemnified Party or its shareholders, members, Subsidiaries or Affiliates arising from the deductibility of any such damages in the Taxable year in which such damages are incurred or the immediately succeeding Taxable year and, in each case, net of any Tax cost (including any reduction of future Tax deductions in the immediately succeeding Taxable year) attributable to the receipt of any indemnity payment by the Indemnified Party hereunder. If any Monetary Damages for which indemnification is provided hereunder is subsequently reduced by any third-party insurance or other indemnification benefit or recovery, the amount of the reduction shall be remitted to a Purchaser Indemnified Party or a Selling Company Indemnified Party, as the case may be (net of all costs and expenses and any retroactive or other premium increases incurred in connection therewith).
(xvii) Any claim for indemnification under this Section 8 made by the Purchaser Indemnified Parties against any Selling Company shall: (A) first, be applied by the Purchaser against the then-available portion of the Indemnification Escrow Amount (if any) in accordance with the terms of this Agreement; (B) if no Indemnification Escrow Amount is available, subject to the limitations set forth in this Agreement, be paid by the Selling Companies; and (C) if the Selling Companies are unwilling or unable, or the Purchaser Indemnified Parties reasonably believe that the Selling Companies are unwilling or unable, to fully satisfy such claim for indemnification, subject to the limitations set forth in this Agreement and in the Guaranties, be paid by the Guarantors. For the avoidance of doubt, the obligations of the Guarantors set forth in this Agreement and the Guaranties shall not create any obligation beyond the terms of this Agreement, including the limitations set forth in Sections 6 and 8 of this Agreement, the Guaranties the Escrow Agreement,...
