Right to Specific Performance; Certain Limitations Sample Clauses
Right to Specific Performance; Certain Limitations. Notwithstanding anything in this Agreement to the contrary:
(a) Without limiting or waiving in any respect any rights or remedies of a Party under this Agreement now or hereafter existing at law, in equity or by statute, each of the Parties hereto shall be entitled to specific performance of the obligations to be performed by the other Parties in accordance with the provisions of this Agreement;
(b) No Representative, Affiliate of, or direct or indirect equity owner in, Seller shall have any personal liability to Buyer or any other Person as a result of the breach of any representation, warranty, covenant, agreement or obligation of Seller in this Agreement and no Representative, Affiliate of, or indirect equity owner in, Buyer shall have any personal liability to Seller or any other Person as a result of the breach of any representation, warranty, covenant, agreement or obligation of Buyer in this Agreement; and
(c) No Party shall be liable for special, punitive, exemplary, incidental, consequential or indirect damages, or lost profits, or losses calculated by reference to any multiple of earnings or earnings before interest, tax, depreciation or amortization (or any other valuation methodology) whether based on contract, tort, strict liability, other Law or otherwise and whether or not arising from the other Party’s sole, joint or concurrent negligence, strict liability or other fault for any matter relating to this Agreement and the transactions contemplated hereby; provided, however, that if a Party is held liable to a third party for any of such damages and the other Party is obligated to indemnify such Party for the matter that gave rise to such damages, then such indemnifying Party shall be liable for, and obligated to reimburse the other Party for, the total amount of such damages howsoever characterized.
Right to Specific Performance; Certain Limitations. Notwithstanding anything in this Agreement to the contrary:
(a) The Parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the provisions of this Agreement were not performed by Sellers in accordance with its specific terms, and that any remedy at law for any breach of the provisions of this Agreement would be inadequate for Purchaser. Without limiting or waiving in any respect any rights or remedies of Purchaser under this Agreement now or hereafter existing at law, in equity or by statute, Purchaser shall be entitled to specific performance of the obligations to be performed by Sellers in accordance with the provisions of this Agreement, and to an injunction or other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction.
(b) In each case, except as provided in the Seller Guarantee or Purchaser Guarantee, as applicable, no Representative, Affiliate of, or direct or indirect equity owner in, any Seller shall have any personal liability to Purchaser or any other Person as a result of the breach of any representation, warranty, covenant, agreement or obligation of Sellers in this Agreement and no Representative, Affiliate of, or indirect equity owner in, Purchaser shall have any personal liability to any Seller or any other Person as a result of the breach of any representation, warranty, covenant, agreement or obligation of Purchaser in this Agreement; and
(c) No Party shall be liable for special, punitive, exemplary, consequential or indirect damages, or lost profits or Losses calculated by reference to any multiple of earnings before interest, tax, depreciation or amortization (or any other valuation methodology) whether based on contract, tort, strict liability, other Law or otherwise and whether or not arising from the other Party’s sole, joint or concurrent negligence, strict liability or other fault for any matter relating to this Agreement and the transactions contemplated hereby; provided, that, the Parties shall be liable for such damages solely to the extent claimed by third parties.
Right to Specific Performance; Certain Limitations. Notwithstanding anything in this Agreement to the contrary:
(a) Without limiting or waiving in any respect any rights or remedies of a Party under this Agreement or now or hereafter existing at law in equity or by statute, each Party shall be entitled to specific performance of the obligations to be performed by the other Party in accordance with the provisions of this Agreement; and
(b) No Member City and no Representative, Affiliate of, or direct or indirect equity owner in, Seller or any Member City shall have any personal liability to Purchaser or any other Person relating to, or arising from this Agreement; and
(c) Other than with respect to (i) Environmental Liabilities and (ii) the Indemnification Obligations with respect to any third party Claims, neither Party shall be liable for special, punitive, exemplary, incidental, or indirect damages, or lost profits or losses calculated by reference to any multiple of earnings before interest, tax, depreciation or amortization (or any other valuation methodology) whether based on contract, tort, strict liability, other Law or otherwise and whether or not arising from the other Party’s sole, joint or concurrent negligence, strict liability or other fault for any matter relating to this Agreement and the transactions contemplated hereby.
Right to Specific Performance; Certain Limitations. Notwithstanding anything in this Agreement to the contrary:
(a) The Parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the provisions of this Agreement were not performed by Sellers in accordance with its specific terms, and that any remedy at law for any breach of the provisions of this Agreement would be inadequate for Purchaser. Without limiting or waiving in any respect any rights or remedies of Purchaser under this Agreement now or hereafter existing at law, in equity or by statute, Purchaser shall be entitled to specific performance of the obligations to be performed by Sellers in accordance with the provisions of this Agreement, and to an injunction or other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction.
(b) In each case, except as provided in the Seller Guarantee or Purchaser Guarantee, as applicable, no Representative, Affiliate of, or direct or indirect equity owner in, any Seller shall have any personal liability to Purchaser or any other Person as a result of the breach of any representation, warranty, covenant, agreement or obligation of Sellers in this Agreement and no Representative, Affiliate of, or indirect equity owner in, Purchaser shall have any personal liability to any Seller or any other Person as a result of the breach of any representation, warranty, covenant, agreement or obligation of Purchaser in this Agreement; and
(c) No Party shall be liable for special, punitive, exemplary, consequential or indirect damages, or lost profits or Losses calculated by reference to any multiple of earnings before interest, tax, depreciation or amortization (or any other valuation methodology) whether based on contract, tort, strict liability, other Law or otherwise and whether or not arising from the other Party’s sole, joint or concurrent negligence, strict liability or other fault for any matter relating to this Agreement and the transactions contemplated hereby; provided, that, the Parties shall be liable for such damages solely to the extent claimed by third parties.