Limitation on Remedy. If (i) a Reporting Event of Default occurs and the Company elects that the sole remedy with respect to such Reporting Event of Default will be the Special Interest and (ii) on the 181st day immediately following, and including, the date on which such Reporting Event of Default first occurred, such Reporting Event of Default has not been cured or validly waived in accordance with Section 6.05 hereof, then the Notes will become subject to acceleration under Section 6.02(a) hereof on account of such Reporting Event of Default.
Limitation on Remedy. If (i) a Reporting Event of Default occurs and the Company elects that the sole remedy with respect to such Reporting Event of Default will be the Special Interest; and (ii) on the sixty first (61st) day immediately following, and including, the date on which such Reporting Event of Default first occurred, such Reporting Event of Default has not been cured or validly waived in accordance with Section 6.05, then this Note will become subject to acceleration under Section 6.02(a) on account of such Reporting Event of Default. For the avoidance of doubt, Special Interest will cease to accrue from such sixty first (61st) day, without limiting the generality of this Section 6.04 as it may apply to any subsequent Reporting Event of Default.
Limitation on Remedy. (i) On the 361st day after the occurrence of such Reporting Default (if such Reporting Default is not cured or waived prior to such 361st day), the Notes will immediately be subject to acceleration in accordance with Section 9.02 hereof.
(ii) In addition, if a Reporting Default occurs and the Issuer fails to timely elect to pay Additional Interest pursuant to Section 9.04(b) hereof (or the Issuer elects to pays such Additional Interest but does not pay the Additional Interest when due), the Notes will immediately be subject to acceleration pursuant to Section 9.02 hereof on account of such Reporting Default.
(iii) Notwithstanding anything to the contrary herein, if the Issuer elects to pay the Additional Interest with respect to any Reporting Default, the Issuer’s election will not affect the rights of any Holder with respect to any other Event of Default.
(iv) In no event shall Additional Interest payable pursuant to this Section 9.04 accrue, together with any Additional Interest payable pursuant to Section 4.06, at a rate per year in excess of 0.50% per annum, regardless of the number of events or circumstances giving rise to requirements to pay such Additional Interest pursuant to this Section 9.04 or Section 4.06. With regard to any Event of Default relating to the Issuer’s failure to comply with its obligations as set forth under Section 4.07, no Additional Interest shall accrue after such Event of Default has been cured.
Limitation on Remedy. (i) On the 361st day after the occurrence of such Reporting Default (if such Reporting Default is not cured or waived prior to such 361st day), the Notes will immediately be subject to acceleration in accordance with Section 9.02 hereof.
(ii) In addition, if a Reporting Default occurs and the Issuer fails to timely elect to pay Additional Interest pursuant to Section 9.04(b) hereof, the Notes will immediately be subject to acceleration pursuant to Section 9.02 hereof on account of such Reporting Default.
(iii) Notwithstanding anything to the contrary herein, if the Issuer elects to pay the Additional Interest with respect to any Reporting Default, the Issuer’s election will not affect the rights of any Holder with respect to any other Event of Default.
Limitation on Remedy. In the event this Agreement is terminated by Calithera under Section 12.2, or by High Point under Section 12.3 or 12.4, and HPP elects to obtain any of the items under Section 12.5 then the fair market value of such items obtained by HPP shall be deducted from any damages to which High Point may otherwise be entitled hereunder in connection with such termination.
Limitation on Remedy. Seller hereby acknowledges that (a) it has read the prospectus dated June 19, 2007, filed by Buyer with the SEC pursuant to Rule 424 promulgated under the Securities Act and understands that Buyer has established the Trust Fund, initially in an approximate amount of $399,500,000 for the benefit of certain stockholders of Buyer (including the Deferred Discount in the amount of $12,420,000) and that Buyer may disburse monies from the Trust Fund only (i) to certain stockholders of Buyer in the event of the conversion of their shares or the liquidation of Buyer, (ii) with respect to up to $3,100,000 of interest income in the Trust Fund, to fund its expenses and working capital requirements, or (iii) to Buyer and/or Buyer Sub in connection with the consummation of a “business combination” (as defined in Buyer’s certificate of incorporation) and (b) except as otherwise expressly set forth in this Section 7C, for and in consideration of Buyer agreeing to evaluate the Business for purposes of consummating a “business combination” with respect to the Business, Seller and the members of the Paper Group agree that, except as otherwise provided in this Article 7, prior to Closing, they do not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund and waives any such claim it may have in the future as a result of, or arising out of, the agreement or any negotiations, contracts or agreements with Buyer in respect of the Trust Fund (excluding any rights any of the parties hereto may have under the Debt Commitment Letters) and will not seek recourse against the Trust Fund for any reason whatsoever. Notwithstanding any provision in this Article 7 to the contrary, this Section 7C shall in no event limit the rights of any party (treating Buyer and Buyer Sub as a single party, on the one hand, and Seller and the Paper Group as a single party, on the other hand) to seek recovery for willful breaches of this Agreement by the other party arising prior to or in connection with the termination of this Agreement (including, in the case of Seller, any failure by Buyer and Buyer Sub to deliver the Estimated Closing Purchase Price as and when required hereunder); provided that, in the case of Seller, without limiting the rights of Seller to pursue a claim for or obtain a judgment against Buyer for such willful breach, no recovery for such claim or judgment may be made by Seller against the assets of the Trust Fund unless and until the assets of such...
Limitation on Remedy. Notwithstanding the foregoing, the Parties’ sole and exclusive remedy for breach of this Agreement shall be an action for specific performance or injunction. In no event shall any Party be entitled to monetary damages for breach of this Agreement. In addition, no legal action for specific performance or injunction shall be brought or maintained until: (a) the non-breaching Party provides written notice to the breaching Party which explains with particularity the nature of the claimed breach, and (b) within thirty (30) days after receipt of said notice, the breaching Party fails to cure the claimed breach or, in the case of a claimed breach which cannot be reasonably remedied within a thirty (30) day period, the breaching Party fails to commence to cure the claimed breach within such thirty (30) day period, and thereafter diligently complete the activities reasonably necessary to remedy the claimed breach.
Limitation on Remedy. Except for remedies based on fraud and as -------------------- otherwise specified in this Agreement or its attachments, the Claim for breach of a representation and warranty made under Article X shall be the sole remedy associated with the breach of such representation and warranty contained in this Agreement. No Claim shall be made for breaches of representations and warranties: (i) to the extent that the Party making such Claim had Knowledge of such breach as of the date of this Agreement or as of the Closing, (ii) for any individual items where the Damage relating thereto is less than US$50,000 and such items shall not be aggregated for purposes of clause (iii) below, (iii) until the Person asserting such Claim (together with others within its indemnified group) has incurred Damages as a result of such breaches, either alone or when aggregated with Damages resulting from breaches of representations and warranties covered by the indemnification provisions contained in Section 9.01 of the Non-US Sale Agreement, in excess of US$12,000,000 (the "Threshold Amount"), and then the amount that may be claimed shall be the amount of Damages incurred as a result of such breaches (under this Agreement and the Non-US Sale Agreement) less the Threshold Amount, or (iv) against SELLER or SER to the extent such Claim would cause, (A) in the case of Claims against SELLER, SELLER's and SPNV's aggregate total Liability for breaches of representations and warranties under this Agreement and for breaches of representations and warranties covered by the indemnification provisions contained in Section 9.01 of the Non-US Sale Agreement to exceed US$209,400,000; provided, however, that -------- ------- any Claim for Damages resulting from breaches of the representations and warranties contained in Sections 4.01, 4.02, 4.06, 5.01, 5.02, 5.07 and 5.15 of this Agreement or Sections 4.01, 4.02, 4.06, 5.01, 5.02, 5.07 and 5.14 of the Non-US Sale Agreement shall, in the aggregate, not exceed US$905,000,000, and (B) in the case of Claims against SER, SER's aggregate total Liability for breaches of representations and warranties under this Agreement to exceed US$209,400,000; provided, however, that any Claim for Damages resulting from -------- ------- breaches of the representations and warranties contained in Sections 6.01, 6.02 and 6.10 of this Agreement shall, in the aggregate, not exceed US$905,000,000; and provided further that the limitation set forth in clauses (ii), (iii) and (...
Limitation on Remedy. The Access Seeker acknowledges and agrees that the Access Xxxxxx’s sole and exclusive remedy in the event of a Service Level Failure is the payment of a Service Credit. The payment of a Service Credit in full represents the final satisfaction of DNB’s liability for a Service Level Failure.
Limitation on Remedy. The representations and warranties contained in Sections 7.6, 7.7, 7.8, 7.10 and 7.11 of this Agreement are solely for the purpose of disclosure to assist Buyer in its investigation of the Business, and Buyer's sole remedy for inaccuracy or breach of these representations and warranties is to decline to close the transaction by reason of the condition precedent to the obligations of Buyer set forth in Section 4.1 of this Agreement and to terminate the Agreement without liability to Seller for breach of such representations and warranties pursuant to Article 11. All representations in this Article 7 expire at the Closing as provided in Section 12.13 to this Agreement.
