Limitations; Maximum Payments; Remedies Sample Clauses

Limitations; Maximum Payments; Remedies. (a) The maximum liability of
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Limitations; Maximum Payments; Remedies. The maximum liability of the Company Stockholders for their indemnification obligations pursuant to this Article VII if the Closing occurs shall be limited to the their pro-rata portion of the Escrow Amount; provided that, notwithstanding the foregoing, the maximum liability of the Principal Stockholders for claims based on breaches of the representations and warranties set forth in Section 2.2 or Section 2.4 hereof, shall be limited to their pro-rata portion of the Total Consideration. Furthermore, notwithstanding anything in this Agreement to the contrary, nothing contained herein shall limit the liability of the Company or the Principal Stockholders (i) for any knowing, willful or intentional breaches of the representations, warranties or covenants made in connection with this Agreement or (ii) for any breaches of the representations, warranties or covenants contained in this Agreement if this Agreement is terminated prior to the Closing.
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Limitations; Maximum Payments; Remedies. (a) Notwithstanding anything contained to the contrary herein, except to the extent that the Losses resulted from (i) any of the Specified Indemnity Items, (ii) Pre-Closing Income Taxes, (iii) Stock Option Cancellation Amount or (iv) fraud committed by a Principal Stockholder or the Company, or any of its Subsidiaries, any and all claims by a Parent Indemnified Party for Losses shall be satisfied solely and exclusively from the Escrow Fund. To the extent that the Losses resulted from (i) any of the Specified Indemnity Items, (ii) Pre-Closing Income Taxes, or (iii) Stock Option Cancellation Amount, such claims by a Parent Indemnified Party for Losses in respect thereof shall be satisfied (a) first, from the Escrow Fund and (b) second, against the Principal Stockholders directly, on a several basis (it being understood and agreed that a Parent Indemnified Party may only proceed against the Principal Stockholders on a several basis and then only in accordance with the provisions and limitations set forth herein (including, without limitation, the restrictions set forth in this Section 8.3)).
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Limitations; Maximum Payments; Remedies. The maximum liability of each Shareholder for their indemnification obligations pursuant to this Article IX if the Closing occurs shall be limited to the their pro-rata portion of the Escrow Amount; provided that, notwithstanding anything in this Agreement to the contrary, nothing contained herein shall limit the liability of the Company or Shareholders (i) for any fraudulent breaches of the representations, warranties or covenants made in connection with this Agreement, or (ii) for any breaches of the representations, warranties or covenants contained in this Agreement if this Agreement is terminated prior to the Closing. The maximum liability of Acquiror for their indemnification obligations pursuant to this Article IX if the Closing occurs shall be limited to an amount equal to the Total Merger Shares multiplied by .10, multiplied by the Third Party Valuation Price Per Share; provided that, notwithstanding anything in this Agreement to the contrary, nothing contained herein shall limit the liability of Acquiror (i) for any fraudulent breaches of the representations, warranties or covenants made in connection with this Agreement, or (ii) for any breaches of the representations, warranties or covenants contained in this Agreement if this Agreement is terminated prior to the Closing. Other than the commission of fraud which shall be governed by applicable law, the indemnification obligations of the respective parties as set forth under this Article IX shall be the sole and exclusive recourse for claims of breaching this Agreement.
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Limitations; Maximum Payments; Remedies. (a) Notwithstanding anything herein or otherwise to the contrary, neither Parent nor any of the other Parent Indemnified Parties may seek indemnification with respect to any claim for Losses until the aggregate amount of all Losses for which indemnification under this Article 6 is sought exceeds $150,000 (the “Minimum Claims Amount”), whereupon Parent and such other Parent Indemnified Parties shall be entitled to seek indemnification with respect to all such Losses without regard to the Minimum Claims Amount from the first dollar of such Losses, subject to the limitations set forth in Section 6.6(b), provided, however, that no Parent Indemnified Party (other than Parent) shall be entitled or permitted to seek indemnification under this Article 6 unless Parent shall have consented in writing, in Parent’s sole discretion, to the assertion of such claim by such other Parent Indemnified Party.
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Limitations; Maximum Payments; Remedies 
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Related to Limitations; Maximum Payments; Remedies

  • Limitation on Remedies No Holder of any of the Securities will have any right to institute any proceeding, judicial or otherwise, or for the appointment of a receiver or trustee or pursue any remedy under this Indenture, unless:

  • Acceleration; Remedies Upon the occurrence and during the continuance of an Event of Default, then, and in any such event, (a) if such event is a Bankruptcy Event, automatically the Commitments shall immediately terminate and the Loans (with accrued interest thereon), and all other amounts under the Credit Documents (including, without limitation, the maximum amount of all contingent liabilities under Letters of Credit) shall immediately become due and payable, and (b) if such event is any other Event of Default, any or all of the following actions may be taken: (i) with the written consent of the Required Lenders, the Administrative Agent may, or upon the written request of the Required Lenders, the Administrative Agent shall, declare the Commitments to be terminated forthwith, whereupon the Commitments shall immediately terminate; (ii) the Administrative Agent may, or upon the written request of the Required Lenders, the Administrative Agent shall, declare the Loans (with accrued interest thereon) and all other amounts owing under this Agreement and the Notes to be due and payable forthwith and direct the Borrower to pay to the Administrative Agent cash collateral as security for the LOC Obligations for subsequent drawings under then outstanding Letters of Credit an amount equal to the maximum amount of which may be drawn under Letters of Credit then outstanding, whereupon the same shall immediately become due and payable; and/or (iii) with the written consent of the Required Lenders, the Administrative Agent may, or upon the written request of the Required Lenders, the Administrative Agent shall, exercise such other rights and remedies as provided under the Credit Documents and under applicable law.

  • No Limitation on Remedies The Company’s right to recover Restricted Stock or issued shares pursuant to this Section 7 shall be in addition to, and not in lieu of, actions the Company may take to remedy or discipline a Participant’s misconduct including, but not limited to, termination of employment or initiation of a legal action for breach of fiduciary duty.

  • Acceleration and Remedies Upon the acceleration of the obligations under the Credit Agreement pursuant to Section 8.1 thereof, the Obligations and, to the extent provided for under the Rate Management Transactions evidencing the same, the Rate Management Obligations, shall immediately become due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived, and the Agent may, with the concurrence or at the direction of the Required Secured Parties, exercise any or all of the following rights and remedies:

  • Specific Performance and Remedies Shareholder acknowledges that it will be impossible to measure in money the damage to Parent if Shareholder fails to comply with the obligations imposed by this Agreement and that, in the event of any such failure, Parent will not have an adequate remedy at law or in equity. Accordingly, Shareholder agrees that injunctive relief or other equitable remedy, in addition to remedies at law or in damages, is the appropriate remedy for any such failure and will not oppose the granting of such relief on the basis that Parent has an adequate remedy at law. Shareholder agrees that Shareholder will not seek, and agrees to waive any requirement for, the securing or posting of a bond in connection with Parent’s seeking or obtaining such equitable relief. In addition, after discussing the matter with Shareholder, Parent shall have the right to inform any third party that Parent reasonably believes to be, or to be contemplating, participating with Shareholder or receiving from Shareholder assistance in violation of this Agreement, of the terms of this Agreement and of the rights of Parent hereunder, and that participation by any such persons with Shareholder in activities in violation of Shareholder’s agreement with Parent set forth in this Agreement may give rise to claims by Parent against such third party.

  • Tenant’s Remedies/Limitation of Liability Landlord shall not be in default hereunder unless Landlord fails to perform any of its obligations hereunder within 30 days after written notice from Tenant specifying such failure (unless such performance will, due to the nature of the obligation, require a period of time in excess of 30 days, then after such period of time as is reasonably necessary). Upon any default by Landlord, Tenant shall give notice by registered or certified mail to any Holder of a Mortgage covering the Premises and to any landlord of any lease of property in or on which the Premises are located and Tenant shall offer such Holder and/or landlord a reasonable opportunity to cure the default, including time to obtain possession of the Project by power of sale or a judicial action if such should prove necessary to effect a cure; provided Landlord shall have furnished to Tenant in writing the names and addresses of all such persons who are to receive such notices. All obligations of Landlord hereunder shall be construed as covenants, not conditions; and, except as may be otherwise expressly provided in this Lease, Tenant may not terminate this Lease for breach of Landlord’s obligations hereunder. All obligations of Landlord under this Lease will be binding upon Landlord only during the period of its ownership of the Premises and not thereafter. The term “Landlord” in this Lease shall mean only the owner for the time being of the Premises. Upon the transfer by such owner of its interest in the Premises, such owner shall thereupon be released and discharged from all obligations of Landlord thereafter accruing, but such obligations shall be binding during the Term upon each new owner for the duration of such owner’s ownership.

  • No Implied Waiver; Cumulative Remedies No course of dealing and no delay or failure of the Agent or the Banks in exercising any right, power or privilege under this Agreement, the Notes or any other Loan Document will affect any other or future exercise of any such right, power or privilege or exercise of any other right, power or privilege except as and to the extent that the assertion of any such right, power or privilege shall be barred by an applicable statute of limitations; nor shall any single or partial exercise of any such right, power or privilege or any abandonment or discontinuance of steps to enforce such a right, power or privilege preclude any further exercise of such right, power or privilege or of any other right, power or privilege. The rights and remedies of the Agent and the Banks under this Agreement, the Notes or any other Loan Document are cumulative and not exclusive of any rights or remedies which the Banks would otherwise have.

  • Specific Remedies Upon the occurrence of any Event of Default:

  • WAIVER AND CUMULATIVE REMEDIES One or more waivers by Landlord or Tenant of any breach of any term, covenant or condition contained in this Lease shall not be a waiver of any subsequent breach of the same or any other term, covenant or condition. Consent to any act by one of the parties shall not be deemed to render unnecessary the obtaining of that party's consent to any subsequent act. No breach by Tenant of this Lease shall be deemed to have been waived by Landlord unless the waiver is in a writing signed by Landlord. The rights and remedies of Landlord under this Lease shall be cumulative and in addition to any and all other rights and remedies which Landlord may have.

  • Waiver; Cumulative Remedies No failure to exercise and no delay in exercising, on the part of Purchaser, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

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