No Loss or Damage Sample Clauses

No Loss or Damage. No loss or damage which could reasonably be expected to have a Company Material Adverse Effect shall have occurred on or prior to the Closing Date to any of the properties or assets of the Company.
Sample 1Sample 2Sample 3See All (5)
AutoNDA by SimpleDocs
No Loss or Damage. Prior to the Closing there shall not have occurred any loss or damage to any substantial portion of the Assets, regardless of whether such loss or damage was insured.
Sample 1Sample 2See All (4)
No Loss or Damage. No material loss or damage shall have occurred on or prior to the Closing Date to any of the properties or assets of the Company.
Sample 1Sample 2
No Loss or Damage. There shall have been no loss or damage to any of Seller's assets in excess of $5,000.00, whether or not covered by insurance, and no material adverse change in the business or financial condition of Seller.
Sample 1
No Loss or Damage. After the date of this Agreement, there shall not have occurred a Material Adverse Effect. In the event of any Loss to any substantial portion of the assets, rights or properties of the Company, Seller shall promptly inform Buyer, and Seller shall be allowed a reasonable time thereafter (not to exceed 60 days after the Outside Closing Date) within which to repair or replace such Loss. Seller, however, shall be under no obligation to repair or replace such Loss. In the event Seller does not promptly begin such repair or replacement or does not complete such repair or replacement within said 60-day period, Buyer may (in its sole discretion) either (i) complete the sale contemplated by this Agreement (with such assets or property in their damaged condition) and receive an assignment of the Company’s insurance claim or claims relating to such loss or damage, or (ii) terminate this Agreement without any obligation to pay any amounts to Seller.
Sample 1
No Loss or Damage. After the date of this Agreement, there shall not have occurred a Material Adverse Effect. In the event of any Loss to any substantial portion of the assets, rights or properties of Seller or the Company, Seller shall promptly inform Buyer, and each of the Company and Seller shall be allowed a reasonable time thereafter (not to exceed 60 days after the Outside Closing Date) within which to repair or replace such Loss. Neither the Company nor Seller, however, shall be under any obligation to repair or replace such Loss. In the event neither the Company nor Seller promptly begins such repair or replacement or does not complete such repair or replacement within said 60-day period, Buyer may (in its sole discretion) either (i) complete the sale contemplated by this Agreement (with such assets or property in their damaged condition) and receive an assignment of the Company’s or Seller’s insurance claim or claims, as the case may be, relating to such loss or damage, or (ii) terminate this Agreement without any obligation to pay any amounts to Seller or the Company
Sample 1
No Loss or Damage. Prior to the Closing there shall not have occurred any loss or damage to any substantial portion of the Assets, regardless of whether such loss or damage was insured. In the event of any such loss or damage, the Company shall promptly inform the Purchaser, and the Company shall be allowed a reasonable time thereafter (not to exceed sixty (60) days after the Outside Closing Date) within which to repair or replace such loss or damage. The Company, however, shall be under no obligation to repair or replace such loss. In the event the Company does not promptly begin such repair or replacement or do not complete such repair or replacement within said 60-day period, the Purchaser may (in its sole discretion) either (a) complete the sale contemplated by this Agreement (with such Assets in their damaged condition) and receive an assignment of the Company’s insurance claim or claims relating to such loss or damage, or (b) terminate this Agreement without any obligation to pay any amounts to the Company.
Sample 1
AutoNDA by SimpleDocs

Related to No Loss or Damage

  • LOSS OR DAMAGE Lessee hereby assumes and shall bear the entire risk of any loss, theft, damage to, or destruction of, any unit of Equipment from any cause whatsoever from the time the Equipment is shipped to Lessee.

  • No Damage Any loss, damage or destruction, whether covered by insurance or not, affecting Company's business or properties;

  • No Consequential Damages Neither party shall be liable to the other for any consequential damages proximately caused or resulting from any breach of this Agreement or arising out of the performance of this Agreement, and each party hereby expressly waives such damages.

  • Consequential Damages Neither party to this Agreement shall be liable to the other party for special, indirect or consequential damages under any provision of this Agreement or for any special, indirect or consequential damages arising out of any act or failure to act hereunder.

  • No Special Damages Neither party shall be liable to the other under any circumstances for PUNITIVE, special, consequential or indirect damages regardless of whether it has been advised of the possibility of such damages.

  • Special Damages NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT TO THE CONTRARY, AND EXCEPT AS PROVIDED BELOW, IN NO EVENT WILL EITHER PARTY OR ANY PERSON IN ITS GROUP BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT, COLLATERAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS SUFFERED BY AN INDEMNITEE, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, IN CONNECTION WITH ANY DAMAGES ARISING HEREUNDER OR THEREUNDER; PROVIDED, HOWEVER, THAT TO THE EXTENT AN INDEMNIFIED PARTY IS REQUIRED TO PAY ANY DAMAGES, INCLUDING SPECIAL, INCIDENTAL, INDIRECT, COLLATERAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS (OTHER THAN DAMAGES OR LOST PROFITS CONSTITUTING EXCLUDED LIABILITIES), TO A PERSON WHO IS NOT IN EITHER GROUP IN CONNECTION WITH A THIRD PARTY CLAIM, SUCH DAMAGES WILL CONSTITUTE DIRECT DAMAGES AND WILL NOT BE SUBJECT TO THE LIMITATION SET FORTH IN THIS SECTION 11.17.

  • Consequential Loss Within fifteen (15) days after request by any Lender (or at the time of any prepayment), Borrower shall pay to such Lender such amount or amounts as will compensate such Lender for any loss, cost, expense, penalty, claim or liability, including any loss incurred in obtaining, prepaying, liquidating or employing deposits or other funds from third parties (but excluding any loss of revenue, profit or yield of any Lender), as determined by such Lender in its judgment reasonably exercised (together, “Consequential Loss”) incurred by such Lender with respect to any LIBOR Rate, including any LIBOR Rate Election or LIBOR Rate Principal as a result of: (a) the failure of Borrower to make payments on the date specified under this Agreement or in any notice from Borrower to Administrative Agent; (b) the failure of Borrower to borrow, continue or convert into LIBOR Rate Principal on the date or in the amount specified in a notice given by Borrower to Administrative Agent pursuant to this Agreement; (c) the early termination of any Interest Period for any reason; or (d) the payment or prepayment of any amount on a date other than the date such amount is required or permitted to be paid or prepaid, whether voluntarily or by reason of acceleration, including, but not limited to, acceleration upon any transfer or conveyance of any right, title or interest in the Property giving Administrative Agent on behalf of Lenders the right to accelerate the maturity of the Loan as provided herein. The foregoing notwithstanding, the amounts of the Consequential Loss shall never be less than zero or greater than is permitted by applicable Law. If any Consequential Loss will be due, the Lender shall deliver to Borrower a notice, in reasonable detail, as to the amount of, reasons for and the calculation of the Consequential Loss, which notice shall be conclusive in the absence of manifest error. Neither Administrative Agent nor the Lenders shall have any obligation to purchase, sell and/or match funds in connection with the funding or maintaining of the Loan or any portion thereof. The obligations of Borrower under this Section shall survive any termination of the Loan Documents and payment of the Loan and shall not be waived by any delay by Administrative Agent or Lenders in seeking such compensation.

  • Punitive Damages The Administrative Agent, the Lenders and the Borrower hereby agree that no such Person shall have a remedy of punitive or exemplary damages against any other party to a Loan Document and each such Person hereby waives any right or claim to punitive or exemplary damages that they may now have or may arise in the future in connection with any Dispute, whether such Dispute is resolved through arbitration or judicially.

  • INDIRECT/SPECIAL/CONSEQUENTIAL DAMAGES Notwithstanding any other provision set forth herein, in no event shall the Custodian be liable for any special, indirect, incidental, punitive or consequential damages of any kind whatsoever (including, without limitation, lost profits) with respect to the services provided pursuant to this Agreement, regardless of whether either party has been advised of the possibility of such damages.

  • No Punitive Damages Each party agrees that it shall not have a remedy of punitive or exemplary damages against the other in any Dispute and hereby waives any right or claim to punitive or exemplary damages it may have now or which may arise in the future in connection with any Dispute, whether the Dispute is resolved by arbitration or judicially.

Time is Money Join Law Insider Premium to draft better contracts faster.