Remedies; Limitation on Liability Sample Clauses

Remedies; Limitation on Liability. (a) Except as otherwise provided herein, any and all remedies herein expressly conferred upon a party shall be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon such party, and the exercise by a party of any one remedy shall not preclude the exercise of any other remedy. The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, this being in addition to any other remedy to which the parties are entitled at law or in equity.
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Remedies; Limitation on Liability. (a) Subject to section 11(b)(i), the Parties acknowledge and agree that any breach of the terms of this Agreement would give rise to irreparable harm to the other Party for which money damages would not be an adequate remedy and, accordingly, agrees that each non-breaching Party shall be entitled to specific performance and injunctive or other equitable relief without the necessity of proving the inadequacy of money damages as a remedy or posting a bond or other security in connection with such remedy.
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Remedies; Limitation on Liability. The Company shall have all rights and remedies set forth herein and all rights and remedies that the Company has been granted at any time under any other agreement or contract and all of the rights that the Company has under any law. Any Person having any rights under any provision of this Agreement shall be entitled to enforce such rights specifically (without any requirement to post a bond or other security or prove actual damages, which requirements each of the Parties waives to the fullest extent permitted by law), to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights granted by law. No failure or delay on the part of any Party in the exercise of any power, right, privilege or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right, privilege or remedy preclude other or further exercise thereof or of any other right, power, privilege or remedy. Notwithstanding the foregoing, the aggregate liability of the Shareholders to the Company, on the one hand, and of the Company to the Shareholders, on the other hand, for any losses, damages or expenses due to or arising out of any breaches or violations of, or inaccuracies in, any of the representations, warranties, covenants and agreements of any such Party hereunder or under any of the other Transaction Documents shall not exceed the Purchase Price; provided, that such limitation of liability of any Party shall not apply to the extent that any such breach, violation, inaccuracy, loss, damage or expense, directly or indirectly resulted from, or is otherwise related to, such Party’s fraud, willful misconduct, gross negligence, bad faith or knowing violation of law.
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Remedies; Limitation on Liability. (a) If Seller defaults in its obligations under this Agreement and fails to cure such default within five (5) Business Days after receipt of Notice from Buyer of such default (a “Seller Default”), then Buyer’s sole and exclusive remedy shall be, at Buyer’s option, either (i) to terminate this Agreement by furnishing Notice of such termination to Seller, in which case the Exxxxxx Money (including the Option Fee) shall be returned to Buyer, and Seller will not have any further liability to Buyer, or (ii) to seek specific performance of this Agreement (in which case Seller shall reimburse Buyer for reasonable attorneys’ fees actually incurred in the enforcement of specific performance by Buyer).
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Remedies; Limitation on Liability. Each Party shall be entitled to all rights and remedies available at law or equity for the other Party’s breach hereof, and all available remedies shall be cumulative and not exclusive. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY, REGARDLESS OF THE FORM OF ACTION OR THE THEORY OF LIABILITY, FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS, OF ANY NATURE WHATSOEVER.
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Remedies; Limitation on Liability 
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Related to Remedies; Limitation on Liability

  • Limitation on Liability The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in paragraph (d) above. The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in paragraph (d) above shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such Indemnified Person in connection with any such action or claim. Notwithstanding the provisions of this Section 7, in no event shall an Underwriter be required to contribute any amount in excess of the amount by which the total underwriting discounts and commissions received by such Underwriter with respect to the offering of the Securities exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations to contribute pursuant to this Section 7 are several in proportion to their respective purchase obligations hereunder and not joint.

  • No Limitation on Liability Such insurance as required herein shall not be deemed to limit Contractor’s liability relating to performance under this Contract. District reserves the right to require complete certified copies of all said policies at any time. The procuring of insurance shall not be construed as a limitation on liability or as full performance of the indemnification and hold harmless provisions of this Contract. Contractor understands and agrees that, notwithstanding any insurance, Contractor’s obligation to defend, indemnify, and hold District, its trustees, officials, agents, volunteers, and employees harmless hereunder is for the full and total amount of any damage, injuries, loss, expense, costs, or liabilities caused by or in any manner connected with or attributed to the acts or omissions of Contractor, its officers, agents, subcontractors (of all tiers), employees, licensees, patrons, or visitors, or the operations conducted by Contractor, or the Contractor’s use, misuse, or neglect of the District’s premises.

  • Limitations on Liability The Custodian shall not be liable for any loss, claim, damage or other liability arising from the following causes:

  • Indemnification and Limitation on Liability 1. Seller agrees to indemnify and hold harmless JPMS and its directors, officers, employees and affiliates from and against all claims, losses, damages and liabilities (including without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) arising out of or attributable to JPMS’s actions taken or not taken in compliance with this Sales Plan or arising out of or attributable to any breach by Seller of this Sales Plan (including Seller’s representations and warranties hereunder) or any violation by Seller of applicable laws or regulations. This indemnification shall survive termination of this Sales Plan. Notwithstanding the foregoing, Seller shall have no indemnification obligation to the extent any claims, losses, damages or liabilities are due to the gross negligence, recklessness or willful misconduct of JPMS or any other indemnified person.

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