Remedies for Breach of This Agreement Clause Samples

Remedies for Breach of This Agreement. As a material inducement to Purchaser to execute and deliver this Agreement and to purchase the Shares and the Note, Seller hereby agrees that: (i) All of the warranties, representations, covenants and agreements made by Seller herein shall be deemed continuing warranties, representations, covenants and agreements which shall forever survive the Closing and the execution and delivery of all instruments and documents, notwithstanding any investigation at any time made by or on behalf of Purchaser or that Purchaser had reason to know of any misrepresentation or breach of warranty at the time of Closing. (ii) Without limiting any of Purchaser's other rights or remedies including, without limitation, the right of specific performance, Seller hereby agrees to and shall indemnify and hold Purchaser and the Corporation, or both, as the case may be, harmless from and against any and all losses, liabilities, obligations, demands, damages, actions, causes of action, fines, deficiencies, penalties, taxes, suits, proceedings, liens, hearings, investigations, charges, claims, injunctions, judgments, orders, decrees, rulings, costs and expenses (including, without limitation, attorneys' fees, court costs and disbursements) (collectively, "Claims") resulting from, arising out of, relating to or in connection with (A) any misrepresentation, omission, breach of warranty or nonfulfillment of any covenant or agreement by Seller under or relating to this Agreement; (B) the unenforceability or invalidity of the Note or the rate of interest payable thereunder; (C) any Taxes or assessments imposed upon the Corporation other than as reflected on its Tax Returns previously filed; (D) each Liability of the Corporation (other than the Note) of any nature existing on or before Closing, (E) all liabilities of or claims against the Corporation arising out of the conduct of its business between the date of this Agreement and the Closing date; and (F) all liabilities of or claims against the Corporation arising out of any suits, claims, demands, obligations, debts, liabilities, contract commitments or other matters. The provisions hereof shall survive the Closing and the delivery and acceptance of the Note and the Shares. (iii) If any third party shall notify Purchaser with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against Seller, then Purchaser shall promptly notify Seller thereof in writing; provided, however, that no delay on the ...

Remedies for Breach of This Agreement. 27 Section 9.1. Survival of Representations and Warranties...........................27

Remedies for Breach of This Agreement. Except as otherwise specifically provided in this Agreement, the remedies set forth in this Agreement are cumulative and shall not exclude any other remedies to which a Person may be lawfully entitled.

Remedies for Breach of This Agreement. Participant acknowledges and agrees that a breach of the covenants, promises, agreements and obligations set forth in this Agreement will result in material and irreparable injury to Company for which there is no adequate remedy at law, and that it would not be possible to measure damages for such injury precisely. In the event of such a breach or threat thereof, the Company shall have the right to seek, in addition to money damages, a temporary restraining order, preliminary injunction or permanent injunction restraining Participant from engaging in the activities prohibited by this Agreement, or any other relief as may be appropriate in law or equity or required for specific enforcement of the covenants set forth in this Agreement.

Remedies for Breach of This Agreement. Executive acknowledges and agrees that it would be difficult to measure the damages to Company from any breach or threatened breach by Executive of this Agreement; that injury to Company from any such breach would be irreparable; and that money damages would therefore be an inadequate remedy for any such breach. Accordingly, E▇▇▇▇▇▇▇▇ agrees that if Executive breaches or threatens to breach any of the promises contained in this Agreement, Company shall, in addition to all other remedies it may have (including monetary remedies), be entitled to seek injunction and/or equitable relief, on a temporary or permanent basis, to restrain any such breach or threatened breach without showing or proving any actual damage to Company. In addition, if Executive breaches the post-termination restrictive covenants in Sections 10, 11, 12 or 13 of this Agreement, Company's obligations to pay the Severance Payment and COBRA Reimbursement referred to in Section 8(b) shall immediately cease, and Company shall be entitled to all other remedies allowed in law or equity, including, but not limited to, the return of any Severance Payment made to Executive under this Agreement. Nothing herein shall be construed as a waiver of any right Company may have or hereafter acquire to pursue any other remedies available to it for such breach or threatened breach, including recovery of damages from Executive. In addition to any other rights or remedies Company may have hereunder, Company shall have the right and remedy to require Executive to account for and pay over to Company all compensation, profits, monies, accruals or other benefits derived or received by Executive due to a breach of Sections 10, 11, 12 or 13 of this Agreement.

Remedies for Breach of This Agreement. I further understand that CoWorx and/or Clients may seek and obtain in addition to all other remedies available at law, any appropriate equitable relief to restrain or enjoin any actual or threatened breach of this Agreement.

Remedies for Breach of This Agreement. If either You or Aquila believes that the other party to this Agreement has breached its obligations under this Agreement, then the party claiming a breach will provide notice to the other party, in writing, including a statement of the specific manner in which the party believes that this Agreement has been breached. If the breach is not cured, or cannot reasonably be cured, within thirty (30) days following notice, then the parties, subject to Paragraph 16, and at their respective options, will be entitled to proceed as follows: (a) If Aquila substantially and materially breaches any provision of this Agreement, payment of any remaining benefits on EXHIBIT A shall be accelerated and not be recoverable by Aquila as long as You have not also substantially breached this Agreement. You may also pursue any other available remedies for such breach, including but not limited to recovery of Your costs and attorneys' fees. (b) If You substantially and materially breach any provision of this Agreement, and Aquila has not also substantially and materially breached this Agreement, then Aquila, at its option, will be entitled to immediately cease all remaining payments and benefits under this Agreement. Aquila may also pursue any other available remedies for such breach, including but not limited to recovery of its costs and attorneys' fees.

Remedies for Breach of This Agreement. If Employee breaches paragraphs 8, 9, 10, 11 and/or 12 of this Agreement, then Ditech shall have, in addition to and without limiting any other remedy or right it may have at law or in equity, the right to a temporary and permanent injunction restraining any such breach, without any bond or security being required. In any such proceeding, Employee shall waive any defense that the Company has an adequate remedy at law or that the injury suffered as a consequence of such breach is not irreparable.

Remedies for Breach of This Agreement. If Employee breaches paragraphs 8, 9, 10, 11 and/or 12 of this Agreement, then Ditech shall have, in addition to and without limiting any other remedy or right it may have at law or in equity, the right to a temporary and permanent injunction restraining any such breach, without any bond or security being required. In any such proceeding, Employee shall waive any defense that the Company has an adequate remedy at law or that the injury suffered as a consequence of such breach is not irreparable. Employee further agrees that should Employee engage in conduct or make disclosures forbidden by paragraphs 8, 9, 10, 11 and/or 12, it may be difficult or impossible to specify or prove damages as a result of breach of these provisions and therefore agrees that Employee shall be liable for, in addition to the injunctive and other relief set forth herein, FIVE THOUSAND DOLLARS AND ZERO CENTS ($5,000.00) in liquidated damages for each instance of such violation.