Right to Damages. If this Agreement is terminated pursuant to Section 8.2, neither party hereto shall have any claim against the other except as set forth in Section 8.4 or, if the circumstances giving rise to such termination were caused by the other party's willful failure to comply with a material covenant set forth herein, such termination shall not be deemed or construed as limiting or denying any legal or equitable right or remedy of said party.
Right to Damages. If the employer breaches the provisions of this article, then he can be liable for damages.
Right to Damages. Xxxxx recognizes and agrees that in the event of any breach, threatened breach or default under this Agreement by Xxxxx, HouseValues may suffer irreparable injury and damages and have no adequate remedy at law. In the event of any threatened or actual breach or default, HouseValues shall be entitled to injunctive relief, specific performance and other equitable relief. The rights and remedies of HouseValues under this section are in addition to, and not in lieu of, any other right or remedy afforded to HouseValues under any other provision of this Agreement, by law, or otherwise. Any party’s failure to enforce this Agreement in the event of one or more events that violate this Agreement shall not constitute a waiver of any right to enforce this Agreement against subsequent violations.
Right to Damages. (a) If this Agreement is terminated pursuant to Section 9.2, neither party hereto shall have any claim for monetary damages against the other, except (1) if the circumstances giving rise to such termination were caused by the other party’s willful failure to comply with a material covenant set forth herein, in which event termination pursuant to Section 9.2 shall not be deemed or construed as limiting or denying any legal or equitable right or remedy of such party, and such party shall also be entitled to recover its costs and expenses which are incurred in pursuing its rights and remedies (including reasonable attorneys’ fees) and (2) as provided in Section 9.5(b) below.
(b) If (1) this Agreement is terminated by GHI or Purchaser pursuant to Section 9.2(c) and (2) GHI shall not have transferred its Membership Interests (directly or indirectly) to CBA or its Affiliates and shall not have otherwise agreed in writing to enter into such a transaction, then Purchaser shall pay to GHI a termination fee of One Million Five Hundred Thousand Dollars ($1,500,000), which shall be paid (by wire transfer of immediately available funds to an account designated by GHI) within ten (10) days following such termination (the date on which such payment is due, the “Payment Date”); provided that if GHI shall enter into any transaction described above in this Section 9.5(b) or agree in writing to enter into any such transaction within 180 days after the Payment Date, then, so long as such payment was paid to GHI in full in accordance with terms hereof, GHI shall return the full amount of such payment to Purchaser (by wire transfer of immediately available funds to an account designated by Purchaser) within ten (10) days following the date of the consummation of such transaction with CBA or its Affiliates. GHI and Purchaser acknowledge and agree that the agreement to pay the amounts described in this Section 9.5(b) is an integral part of the transactions contemplated by this Agreement, and that without such agreement, GHI would not have entered into this Agreement.
Right to Damages. If Purchaser terminates this Agreement pursuant to Section 9.2, Purchaser shall have no damages claim against Seller except if the circumstances giving rise to such termination were caused either by Seller’s material breach of Seller’s obligations under Article III or Sections 5.1 and 5.3, or by any of Seller’s representations and warranties contained in Section 2.3 being in a material respect incorrect when made, in which event termination shall not be deemed or construed as limiting or denying any legal or equitable right or remedy of Purchaser against Seller, and Purchaser shall be entitled to recover, without limitation, its costs and expenses which are incurred in pursuing its rights and remedies (including reasonable attorneys’ fees).
Right to Damages. If this Agreement is terminated pursuant to Section 11.2 or 11.4(b), neither party hereto shall have any claim against the other except if the circumstances giving rise to such termination were caused by the other party's breach of representation or warranty or failure to comply with a covenant or obligation set forth herein, in which event termination pursuant to Section 11.2 or 11.4(b) shall not be deemed or construed as limiting or denying any legal or equitable right or remedy of said non-breaching party, and said non-breaching party shall also be entitled to recover its actual costs and expenses which are incurred in pursuing its rights and remedies (including reasonable attorneys' fees).
Right to Damages. If this Agreement is terminated pursuant to Sections 8.3 or 8.4, neither party hereto shall have any claim against the other except if the circumstances giving rise to such termination were caused by either (a) the other party's material breach of Article IV; or (b) a party's representations and warranties contained in Articles II or III are incorrect when made such that the incorrect representation and warranty would have a Material Adverse Effect with respect to such party, in which event termination shall not be deemed or construed as limiting or denying any legal or equitable right or remedy of said party, and said party shall be entitled to recover, without limitation, its costs and expenses which are incurred in pursuing its rights and remedies (including reasonable attorneys' fees).
Right to Damages. If this Agreement is terminated under Section 12.1, no party to this Agreement shall have any liability to the other parties to this Agreement; provided, that no such termination shall relieve any party that has breached any provision of this Agreement before such termination from liability for such breach, and any such breaching party shall remain fully liable for any and all Losses incurred or suffered by the other parties to this Agreement as a result of such breach. The provisions of this Section and Sections 9.2 and 11.10 shall remain in full force and effect following any termination of this Agreement under Section 12.1, and each party to this Agreement shall remain fully liable to the others for any and all Losses incurred or suffered by the other parties as a result of a breach of any such provisions that survive such termination.
Right to Damages. Any termination of this Agreement shall be without prejudice to any other rights or remedies which have accrued to either Party as of the date of termination in respect of the breach concerned (if any) or any other breach. Each Party reserves the right to bring a claim for damages against the other Party in respect of a breach by such other Party of this Agreement. EXCEPT IN CASES OF WILLFUL MISCONDUCT AND GROSS NEGLIGENCE, IN NO EVENT WILL EITHER PARTY HERETO BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR MULTIPLE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS OR LOSS OF GOODWILL, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE EXERCISE OF RIGHTS HEREUNDER.
Right to Damages. If this Agreement is terminated pursuant to Section 9.01, no party hereto shall have any claim against the other parties hereto, except if the circumstances giving rise to such termination were caused either by the other party’s breach of any covenant or agreement of such other party contained in this Agreement, or by any of the representations and warranties contained in this Agreement by such other party being incorrect such that any of the conditions set forth in Sections 7.01(a) or 7.02(a) shall not be satisfied at the time set forth in such Sections, in which event termination shall not be deemed or construed as limiting or denying any legal or equitable right or remedy of said party, and said party shall also be entitled to recover, without limitation, its costs and expenses which are incurred in pursuing its rights and remedies (including reasonable attorneys’ fees).
