Scope of Remedies. In the event Employee breaches the covenants contained in this Agreement, Employee recognizes that irreparable injury will result to the Company, that the Company’s traditional remedies at law for damages will be inadequate, and that the Company shall be entitled to injunctive relief ordered by a judicial court of competent jurisdiction to restrain the continuing breach by Employee, Employee’s partners, agents, or employees, or any other persons or entities acting for or with Employee. The Company shall further be entitled to seek remedies in a judicial court of competent jurisdiction for damages, reasonable attorney’s fees, and all other costs and expenses incurred in connection with the enforcement of this Agreement, in addition to any other rights and remedies which the Company may have at law or in equity.
Scope of Remedies. Executive acknowledges that the Company may suffer irreparable and continuing damages as a result of such breach and that its remedy at law will be inadequate. Executive agrees that in the event of a violation or a breach of this Agreement, in addition to any other remedies available to it, the Company shall be entitled to an injunction restraining any such default or any other appropriate decree of specific performance, without the requirement to prove actual damages or to post any bond or other security, and the Company shall also be entitled to any other equitable relief the court deems proper.
Scope of Remedies. 1. No remedy made available by any of the terms of the Agreement is intended to be exclusive of any other remedy, and each and every remedy shall be cumulative and shall be in addition to every other remedy available at law or in equity. 2. It is expressly agreed that a breach under Section I of these Terms by one party will cause immediate and irreparable harm to the other party and that a remedy at law would be inadequate. Therefore, in addition to any and all remedies available hereunder, the party not in breach will be entitled to seek a preliminary injunction or other equitable remedies, without the requirement of posting any bond in connection therewith, in all legal proceedings arising out of or related to any such threatened or actual breach under Section I of these Terms.
Scope of Remedies. 1. Except as specifically provided in Section D of these Terms, no remedy made available by any of the terms of the Agreement is intended to be exclusive of any other remedy, and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder. 2. It is expressly agreed that a breach under Section H of these Terms by one party will cause immediate and irreparable harm to the other party and that a remedy at law would be inadequate. Therefore, in addition to any and all remedies available hereunder, the party not in breach will be entitled to seek a preliminary injunction or other equitable remedies, without the requirement of posting any bond in connection therewith, in all legal proceedings arising out of or related to any such threatened or actual breach under Section H of these Terms.
Scope of Remedies. In the event of any breach or non-fulfilment by any Seller of a Sellers’ Guarantee pursuant to Clause 7 or a breach or non-fulfilment of any other obligation, covenant Page 40 of 64 2813477 SV\1613529.24 or undertaking of the Sellers arising from or in connection with this Agreement other than those set forth in Clause 9 (Tax) for which the provisions contained in Clause 9 (Tax) shall apply (each a Sellers’ Breach), the Sellers shall put the Purchaser or, at the Purchaser’s election, the relevant Group Company, into the position it would have been in had the Sellers' Breach not occurred (Naturalrestitution). If and to the extent such remediation in kind (Naturalrestitution) (a) has not been effected by the Sellers within a period of thirty (30) Business Days after the receipt of a Breach Notice, (b) is impossible, or (c) is refused in writing by the Sellers, then the Purchaser shall be entitled to request from the Sellers compensation in cash (Schadenersatz in Geld) for any losses incurred by the Purchaser or any Group Company, provided, however, that such losses shall be determined by using the legal principles of calculation of damages, mitigation of damages and off-setting of losses by advantages (Schadensberechnung, Schadensminderung, Vorteilsausgleich) pursuant to Sections 249 et seq. BGB. Losses shall, however, not include any internal administration and overhead costs. Notwithstanding anything to the contrary in this Agreement, Sellers shall not be liable for a failure of the Company to achieve future profits or other financial figures anticipated by Purchaser when entering into this Transaction, and any arguments that the Total Purchase Price was calculated upon incorrect assumptions shall be explicitly excluded, except in the case of fraud (Arglist) or intentional misrepresentation.
Scope of Remedies. 4.1 In the event of any breach of the Seller’s Warranties or breach or non-fulfilment of any other obligation, covenant or undertaking of the Seller arising from or in connection with this agreement other than those claims set forth in paragraph 2 of Schedule 6 for which the provisions contained in Schedule 6 shall prevail (each a Seller’s Breach and each claim of the Purchaser due to such breach being a “Claim” as defined in subclause 1.1), the Seller shall, at the Seller’s sole discretion, either (i) within a period of three (3) months put the Purchaser into the same position it would have been in if the Seller’s Breach had not occurred (Naturalrestitution); or (ii) compensate the Purchaser for the damages within the meaning of Section 249 et seq. BGB suffered by the Purchaser as a result of such Seller’s Breach in accordance with the provisions contained in this agreement. For the purpose of determining the scope of the Seller’s liability, only the actual losses incurred by the Purchaser (calculated on a Euro for Euro basis) shall be taken into account and not any potential reductions in value (Wertminderung) of the business of, or the shares in, the Group Companies, it being understood that the Purchaser’s internal evaluation of the business including the underlying evaluation methods applied by the Purchaser shall not be taken into account when determining the amount of the damages. The Seller shall further in no event be liable for any indirect damages (mittelbare Schäden), consequential damages (Folgeschäden), losses caused by business interruption (Betriebsunterbrechungsschäden), lost profits (entgangener Gewinn), administration and overhead costs or any internal costs and expenses incurred by the Purchaser, frustrated expenses (Ersatz vergeblicher Aufwendungen) in the meaning of Section 284 BGB, losses incurred by a failure to realise synergies between the Group Companies and Purchaser and its Affiliates, losses of goodwill and disadvantages resulting from damages of reputation.
4.2 The Seller shall in no event owe to the Purchaser any gross-up for Taxes falling due in connection with any payment received from the Seller under a Claim.
Scope of Remedies. Except for any proceedings seeking specific performance, the sole remedy for any liability of any party to, or benefiting from, this Agreement with respect to the transactions described in this Agreement, regardless of whether any other remedy might otherwise be available at law or in equity, shall be the right to enforce the indemnification obligations set forth in this Article 6.
Scope of Remedies. The waiver in this Section 5 authorizes only the following remedy:
Scope of Remedies. Anything herein to the contrary notwithstanding, upon the occurrence of an Event of Default, Lender shall have the right to foreclose this Mortgage in the manner provided under the laws of Indiana and to exercise all remedies available under Indiana law. In the event a foreclosure action is commenced, as aforesaid, and a receiver is appointed as to the Property, said receiver shall possess all rights and powers granted to Lender to the extent said receiver may possess and exercise said rights and powers under Indiana law.
Scope of Remedies. Under no circumstances other than the unjustified failure by Licensee to pay when due the amounts required to be paid under Section 3 may the relief granted to Licensor include the rescission or termination of the license granted hereunder, and Licensor hereby irrevocably waives any rights it may have, at law or in equity, to obtain any termination or rescission in any other case.
