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No Recovery Sample Clauses

No RecoveryIn the event no Government Funding approval is obtained through the above services of GrantMatch, no fee shall be due or payable by the Client to GrantMatch.
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No RecoveryNo Seller Party shall be entitled to indemnification or contribution from any Acquired Company for any Losses that it is obligated to pay pursuant to any Claim brought by a Buyer Indemnitee. The foregoing shall not apply to Claims made against the Partnership, the General Partner or Buyer for a breach of any of the representations, warranties, covenants and agreements of the Partnership, the General Partner or Buyer set forth in this Agreement (each such Claim, a “Permitted Indemnification/Contribution”). If any right of indemnification or contribution from any Acquired Company under the Organizational Documents of such Acquired Company relating to a Claim (other than a claim for Permitted Indemnification/Contribution) is ultimately determined to be unwaivable, the Seller Parties shall indemnify the Buyer or the applicable Acquired Company to the full extent of such recovery. Except as set forth in this Section 10.16, each Seller Party hereby waives and releases any and all rights that it may have to assert claims of indemnification or contribution against any Acquired Company under this Agreement, any other Transaction Document, any other Contract or any provision of its Organizational Documents for any Losses that such Seller Party is obligated to pay pursuant to any Claim brought by a Buyer Indemnitee (other than a claim for Permitted Indemnification/Contribution).
No RecoveryNotwithstanding anything to the contrary in this Section 15 or this Agreement, Purchaser shall not be entitled to indemnification for any Losses pursuant to this Article 15 with respect to any breach of any Covered Representation (as defined below) if a Key Employee had or has actual knowledge of such breach of the Covered Representation prior to or as of the date of this Agreement or one of the Closing Dates, except in the case of Xxxxxxxx “actual knowledge” includes knowledge that Xxxxxxxx would reasonably be expected to have by virtue of his role as Chief Executive Officer of Advanced. As used herein, the term “Covered Representation” means the representations and warranties made by Sellers in Section 6.3; Section 6.5(vi); Section 6.6; Section 6.8, but only as to threatened actions; the last sentence of Section 6.9(a); the last sentence of Section 6.9(b); Section 6.14, as to any known spills or other environmental issues at locations of the Business; and the last sentence of Section 6.15.
No Recovery. Neither the Securityholders nor any of their respective Affiliates will have any right of contribution or indemnification from Parent or the Company for Liabilities for such Person’s obligations pursuant to this Article VIII or for any claim for which the Securityholders may be responsible to indemnify the Indemnified Parties.
No Recovery. (a) Notwithstanding anything to the contrary in this Agreement, the sole and exclusive remedy of the Company and its Subsidiaries against the Parents, Merger Sub or the Guarantors for any loss or damage arising out of or related to this Agreement or the transactions contemplated hereby, including any loss or damage suffered as a result of the breach of any representation, warranty, covenant or agreement contained in this Agreement by the Parents or Merger Sub and the failure of the Merger to be consummated for any reason shall be the following, as applicable: (i) the Company may terminate this Agreement to the extent set forth in Section 8.1 and (ii) (A) to the extent this Agreement has been properly terminated in accordance with Section 8.1(i), the Company shall be entitled to be paid an aggregate amount equal to the Reverse Termination Fee to the extent required pursuant to Section 8.3(d), and upon payment of the Reverse Termination Fee in accordance with Section 8.3(d), none of Parents, Merger Sub or the Guarantors shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated by this Agreement or (B) to the extent this Agreement has been terminated other than pursuant to Section 8.1(i), the Company shall be entitled to recover amounts owing, if any, for indemnification pursuant to the last sentence of Section 5.9 up to an aggregate amount for all Persons not to exceed the amount of the Reverse Termination Fee. For the avoidance of doubt, none of the Parents, Merger Sub or the Guarantors shall have any liability or obligation relating to or arising out of this Agreement or the transactions contemplated by this Agreement except as set forth in clauses (A) or (B) above. (b) The Company agrees that, notwithstanding anything herein to the contrary, (i) in no event shall the Company seek to recover any damages (monetary or otherwise) other than to recover amounts owing, if any, for indemnification pursuant to the last sentence of Section 5.9 up to an aggregate amount from all Persons not to exceed the amount of the Reverse Termination Fee and, to the extent the Reverse Termination Fee is payable pursuant to Section 8.3(d), the payment of the Reverse Termination Fee, but in each case only to the extent and as provided in Section 8.5(a), (ii) the maximum liability of the Guarantors, directly or indirectly, shall be limited to the express obligations of the Guarantors under the Guarantees; and (iii) ...
No RecoveryNeither Parent, any Partner or any Parent Member shall be entitled to indemnification or contribution from Buyer or any Regency Company for any Losses that any of them is obligated to pay pursuant to any Claim brought by a Buyer Indemnitee. The foregoing does not apply to (a) Claims made against Buyer for a breach of any of the representations, warranties, covenants and agreements of Buyer set forth in this Agreement or (b) a claim for indemnification by a Director/Officer Indemnitee under the Organizational Documents of any Regency Company with respect to any Third Person Claim related to or arising out of or based upon such Director/Officer Indemnitee's activities as such prior to the Closing except to the extent any such Third Person Claim relates to or arises out of any activities which constitute a breach of any representation or warranty contained in Article III or Article IV or Section 6.5 of this Agreement, any breach of any covenant under this Agreement to be performed prior to Closing by Parent or any Regency Company or any other matter giving rise to a right to any Buyer Indemnitee to indemnification under ARTICLE X (collectively, a "Permitted Indemnification/Contribution"). If any right of indemnification or contribution from any Regency Company under the Organizational Documents of such Regency Company relating to a Claim (other than a claim for Permitted Indemnification/Contribution) is ultimately determined to be unwaivable, Parent, each Partner and each Parent Member recovering pursuant to such provision shall indemnify the Buyer or the applicable Regency Company to the full extent of such recovery. Except as set forth in this Section
No Recovery. No Seller shall be entitled to indemnification or contribution from any Pueblo Company for any Losses that it is obligated to pay pursuant to any Claim brought by a Buyer Indemnitee. Sellers hereby waive and release any and all rights that they may have to assert claims of indemnification or contribution against any Pueblo Company under this Agreement, any other Transaction Document, any other Contract or any provision of their Organizational Documents for any Losses that any Seller is obligated to pay pursuant to any Claim brought by a Buyer Indemnitee.
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No Recovery. Xxxxxxxx agrees that he will not recover upon, or otherwise enforce or accept monies from, any judgment, decision, or award, in each case with respect to any Claim released by him in this Release.
No Recovery. Notwithstanding any other provision of this Agreement, the Purchaser shall not be entitled to indemnification under Section 7.1 in connection with any SLAL Deemed Dividend Tax, or any related interest, penalties or costs, if the Purchaser seeks recovery of any such Tax pursuant to a right of recovery under the ITA or any analogous provincial provision.
No RecoveryExisting Shareholders hereby acknowledge, agree and commit that they shall not seek recovery from Target Company for any claim of compensation raised by Party A or its affiliate (including Target Company after Closing Date) against them in accordance with the Agreement, nor shall request Target Company to indemnify them for any payment of compensation or indemnification made by them to Party A or its affiliate (including Target Company after Closing Date) hereunder.
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