Remedies After Closing. After the Closing Date each party in case of any breach of covenants or representations under this Agreement may proceed to protect and enforce its rights under this Agreement either by suit or by action at law, including, but not limited to, an action for damages as a result of any such breach of the representation or covenant; provided, however, that Corning shall be entitled to claim damages due to a breach of VIA of one or more of the representations set out Section 3 only in accordance with Section 9.2.
Remedies After Closing. (i) If the Closing has occurred, Buyer shall not be entitled to bring a claim against Seller unless Buyer establishes that (x) through actual fraud or misrepresentation by Seller, Seller shall have materially breached a representation or warranty contained in Section 10.1 that has not terminated, or (y) Seller has committed fraud, in which case Buyer may seek damages by reason thereof, but shall not be entitled to consequential or exemplary damages. All other claims of Buyer against Seller shall be deemed waived to the extent provided in Section 5.2 above.
Remedies After Closing. Subject to the limitations set forth in Article 8 above, if the Closing has occurred, Buyer shall not be entitled to bring a claim against Seller for any breach of any covenant, representation or warranty, or other obligation or liability contained in this Agreement or any certificate, assignment or other document delivered in connection with this Agreement, unless Buyer establishes that Seller shall have materially breached a representation or warranty contained in Section 8.2 or a covenant that has expressly survived the Closing and has not terminated or expired, in which case Buyer may seek damages by reason thereof in an amount not to exceed One Million Dollars ($1,000,000.00), in the aggregate, but shall not be entitled to consequential or exemplary damages. All other claims of Buyer against Seller (other than post-closing covenants) shall be deemed waived to the extent provided in Section 9.2 above.
Remedies After Closing. The rights set forth in this Article X shall be in addition to any remedy available to either party at law or in equity, including but not limited to specific performance and reasonable attorney’s fees or costs arising from or due to the other party’s default of its obligations, covenants, warranties or representations as set forth in this Agreement.
Remedies After Closing. (i) If the Closing has occurred, Buyer shall not be entitled to bring a claim against Seller unless Buyer establishes that Seller shall has breached a representation or warranty contained in Section 6.3 or Seller is in default in respect of an obligation of Seller which this Agreement expressly provides will survive termination or the Closing, in which event Buyer shall be entitled to institute and prosecute an action to collect damages, subject to the time periods set forth in this Agreement for the survival period of Seller’s representations and warranties, but in no event shall Buyer be entitled to consequential, punitive, speculative or exemplary damages, and in no event shall Buyer be entitled to any damages (including its actual damages) in an amount in excess of Seven Hundred Eleven Thousand Seven Hundred Dollars ($711,700.00); provided, however, this prohibition on recovery of damages shall not be applicable to any breach or default by Seller of any of its indemnification, defense or hold harmless obligations, if any, set forth in this Agreement. Nothing contained herein shall apply to the Lease or impact any of Buyer’s rights or remedies against Seller thereunder.
Remedies After Closing. (i) If the Closing has occurred, Buyer shall not be entitled to bring a claim against Seller unless Buyer establishes that Seller shall have materially breached a representation or warranty contained in Section 10.1 or any other provision of this Agreement that has not terminated, in which case, subject to Section 10.4 above, Buyer may seek its actual damages by reason thereof (not to exceed Two Hundred Thousand Dollars ($200,000.00), but shall not be entitled to consequential, punitive or exemplary damages. All other claims of Buyer against Seller shall be deemed waived to the extent provided in Section 5.2 above.
Remedies After Closing. (i) If the Closing has occurred, Buyer shall not be entitled to bring a claim against Seller unless Buyer establishes that Seller shall have materially breached a representation or warranty contained in Section 6.3 or a material obligation contained in this Agreement that has not terminated or expired; however, in no event shall Buyer be entitled to consequential or exemplary damages and in no event shall Buyer be entitled to seek or recover from Seller damages in an amount in excess of One Hundred Fifty Thousand Dollars (the “Liability Cap”). The preceding to the contrary notwithstanding, the Liability Cap shall not apply to any claim of fraud asserted by Buyer against Seller. All other claims of Buyer against Seller shall be deemed waived to the extent provided in Section 6.2 above.
Remedies After Closing. (i) If the Closing has occurred, Buyer shall not be entitled to recovery from Seller for breach of contract, for tort, or for any other reason unless Buyer establishes, through actual fraud or intentional misrepresentation by Seller, that Seller shall have breached a representation or warranty contained in Section 7.1 that has not terminated or Seller has not performed a covenant to eliminate or cure Title Objections or Additional Title Objections pursuant to Section 4.1, in which case Buyer may seek actual and/or "out of pocket" damages by reason thereof, but shall not be entitled to consequential or other damages or exemplary damages or any other damages or remedy, and in any event the amount of such damages shall be equal to the lesser of (A) the cost to cure or remove such default or (B) the amount of Deposit.
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Remedies After Closing. Except to the extent loss, damage or ---------------------- expense is caused by Seller's gross negligence or willful misconduct, if the Closing has occurred, Buyer shall not be entitled to recovery from Seller for breach of contract, for tort, or for any other reason unless Buyer establishes that Seller shall have breached a representation or warranty contained in Section 8.1 that has not terminated, or Seller has not performed a covenant to ----------- eliminate or cure Title Objections pursuant to Section 4.1, in which case Buyer ----------- may seek actual and/or "out-of-pocket" damages by reason thereof, but shall not be entitled to consequential or other damages or exemplary damages or any other damages or remedy.
