No Remedy. The Executive acknowledges that the Company would not have an adequate remedy at law for monetary damages if the Executive breaches these Protective Covenants. Therefore, in addition to all remedies to which the Company may be entitled for a breach or threatened breach of these Protective Covenants, including but not limited to monetary damages, the Company shall be entitled to specific enforcement of these Protective Covenants and to injunctive or other equitable relief as a remedy for a breach or threatened breach. In addition, upon any breach of these Protective Covenants or any separate confidentiality agreement or confidentiality provision between the Company and the Executive, the Executive will be required to repay to the Company any amounts received pursuant to this Agreement (other than Accrued Unpaid Salary and Vacation Pay), and the Executive’s rights to receive any other unpaid compensation under this Agreement shall be forfeited.
No Remedy. The Parties acknowledge and agree that the indemnification provisions in this Article XII and in Article IX hereof shall be the exclusive remedies of the Parties with respect to the transactions contemplated by this Agreement, other than for fraud and willful misconduct. Each Acquiror Principal Shareholder hereby agrees that such Acquiror Principal Shareholder will not make any claim for indemnification against the Acquiror by reason of the fact that such Acquiror Principal Shareholder was a director, officer, employee, or agent of the Acquiror or was serving at the request of the Acquiror as a partner, trustee, director, officer, employee, or agent of another entity (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and whether such claim is pursuant to any statute, charter document, bylaw, agreement, or otherwise) with respect to any action, suit, proceeding, complaint, claim, or demand brought by the Acquiree against the Acquiror Principal Shareholder (whether such action, suit, proceeding, complaint, claim, or demand is pursuant to this Agreement, applicable Law, or otherwise).
No Remedy. Summit County shall not be responsible for and the Developer shall have no remedy against Summit County if development of The Red Tail Ranch PUD is prevented or delayed for reasons beyond the control of Summit County. In no event shall the County be liable for money damages in the event of a breach or default by the County,
No Remedy. Except in the case of Fraud, there shall be no remedy available to Parent and/or the Surviving Corporation and their respective successors and permitted assigns, their respective officers, directors, managers, employees, Affiliates and Representatives (collectively, the “Parent Post-Closing Parties”) for any and all losses or damages that are sustained or incurred by any of the Parent Post-Closing Parties by reason of, resulting from or arising out of any breach of or inaccuracy in any of DLQ Parent’s or the Company’s representations or warranties contained in this Agreement. Except for the purposes of determining the obligations of Parent to consummate the transactions contemplated by this Agreement in accordance with Section 9.2(b), (a) the representations and warranties provided by the Company and DLQ Parent in this Agreement (including Article IV) are provided for informational purposes only and (b) the Company, DLQ Parent and the equityholders of DLQ Parent, shall have no liability to any Parent Post-Closing Party for any Losses incurred due to any fact or circumstance that constitutes a breach of any representation or warranty of DLQ Parent or the Company contained in this Agreement. Except in the case of Fraud, there shall be no remedy available to the Company, DLQ Parent and their respective successors and permitted assigns, its respective officers, directors, managers, employees, Affiliates and Representatives (collectively, the “Company Parties”) for any and all losses or damages that are sustained or incurred by any of the Company Parties by reason of, resulting from or arising out of any breach of or inaccuracy in any of Parent’s or Merger Sub’s representations or warranties contained in this Agreement. Except for the purposes of determining the obligations of the Company to consummate the transactions contemplated by this Agreement in accordance with Section 9.3(b), (a) the representations and warranties provided by Parent and Merger Sub in this Agreement (including Article V) are provided for informational purposes only and (b) Parent shall have no liability to any Company Party for any Losses incurred due to any fact or circumstance that constitutes a breach of any representation or warranty of Parent or Merger Sub contained in this Agreement. For purposes hereof, “Fraud” means, with respect to any party, actual and intentional fraud with respect to the making of the representations and warranties pursuant to Article IV or Article V, as appl...
No Remedy. To the extent permitted by law, neither party shall have any right or remedy in relation to action taken in connection with this Agreement other than pursuant to this Agreement. Save in relation to breach of this Agreement, the Purchaser shall not have any right or remedy or the ability to make any claim against the Sellers, their respective affiliates or agents, or the Relevant Persons in connection with the sale and purchase of the Subject Securities. The Purchaser further acknowledges and agrees that, the only remedy available to it in respect of a breach of any provision of this Agreement will be a claim against a Seller or Sellers for damages for breach of contract and that neither it nor any affiliate thereof shall have any claim or remedy in tort or otherwise in respect of such breach. All remedies provided for under applicable law, including (if applicable) any right to rescind or terminate this Agreement following the Closing, shall not apply to, and shall be expressly excluded and waived by each party with respect to, any breach of any provision of this Agreement.
No Remedy. Engage agrees and acknowledges that it shall have --------- no remedies under Article VIII of the Merger Agreement against CMGI or the Transitory Subsidiary for any indemnification claim which it may have under such Article VIII and that it shall not seek to assert any right to indemnification under such Article VIII against CMGI or the Transitory Subsidiary.
No Remedy. The applicability of Title 1 Book 7 and section 6:89 of the Dutch Civil Code is excluded.
