Sole Remedies. THE SOLE AND EXCLUSIVE REMEDIES FOR BREACH OF ANY ------------- AND ALL WARRANTIES AND THE SOLE REMEDIES FOR THE COMPANY'S LIABILITY IF ANY KIND (INCLUDING LIABILITY FOR NEGLIGENCE) WITH RESPECT TO THE PRODUCTS AND SERVICES COVERED BY THIS AGREEMENT AND ALL OTHER PERFORMANCE BY THE COMPANY UNDER OR PURSUANT TO THIS AGREEMENT SHALL BE LIMITED TO THE REMEDIES PROVIDED IN SECTION 5 HEREOF.
Sole Remedies. Customer’s sole and exclusive remedies are as expressly set forth in the Agreement. Some states do not allow the exclusion or limitation of implied warranties, and some states do not allow the limitations or exclusion of incidental or consequential damages, so certain of the above exclusions may not apply to you. In such states, THE LIABILITY OF THE WOW! ENTITIES IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
Sole Remedies. The Guaranteed Party acknowledges and agrees that the sole cash asset of Parent is cash in a de minimis amount and that no additional funds are expected to be contributed to Parent unless and until the Closing occurs. No Guarantor shall have any obligation or liability to any Person relating to, arising out of or in connection with the Merger Agreement, this Limited Guarantee, the Equity Commitment Letter or the transactions contemplated thereby other than as expressly set forth herein and therein. The Guaranteed Party further agrees that it has and shall have no right of recovery against any of the Guarantors, any former, current or future assignee of any of the Guarantors or any current or future, direct or indirect director, partner, principal, officer, employee, agent, or other financing source, Representative or Affiliate of any of the Guarantors, any former, current or future, direct or indirect holder of any equity interests or securities of any of the Guarantors (whether such holder is a limited or general partner, member, stockholder, securityholder or otherwise), any former, current or future director, partner, principal, officer, employee, agent, general or limited partner, manager, member, stockholder, securityholder, Affiliate, controlling Person or other financing source, Representative of any of the foregoing other than permitted assignees of the Guarantors, and Parent, Merger Subsidiary or their permitted assignees under the Merger Agreement (any such person or entity, other than (x) the undersigned and their permitted assignees hereunder or (y) Parent, Merger Subsidiary or their permitted assignees under the Merger Agreement, a “Guarantor Related Person”), through Parent or otherwise, whether by or through attempted piercing of the corporate, limited liability company or limited partnership veil, by or through a claim by or on behalf of Parent against the Guarantors or any Guarantor Related Person, or otherwise, except for its rights against the Guarantor entities that are expressly identified as parties hereto under this Limited Guarantee and pursuant to the terms and subject to the conditions hereof and its rights in connection with the enforcement of the Equity Commitment Letter (pursuant to and subject to Section 5 thereof) and the enforcement of its rights set forth in Sections 8.3(f)(i) and 9.11(e) of the Merger Agreement. Recourse against the Guarantor entities that are expressly identified as parties hereto under this Limited Guara...
Sole Remedies. The remedies set forth in this Article 19 are Purchaser’s sole and exclusive remedies for or related to any Intellectual Property Claim.
Sole Remedies. The Guaranteed Party acknowledges and agrees that the sole cash asset of Parent is cash in a de minimis amount and that no additional funds are expected to be contributed to Parent unless and until the Acceptance Time. No Guarantor shall have any obligation or liability to any Person relating to, arising out of or in connection with the Merger Agreement, this Amended and Restated Limited Guarantee, the Amended and Restated Equity Commitment Letter or the transactions contemplated thereby other than as expressly set forth herein or in the Amended and Restated Equity Commitment Letter and subject to the limitations set forth herein and therein. The Guaranteed Party further agrees that, notwithstanding anything to the contrary in this Amended and Restated Limited Guarantee, the Amended and Restated Equity Commitment Letter or the Merger Agreement, it has and shall have no right of recovery against the Guarantors, the Forward Purchasers and any of their respective former, current and future direct or indirect equity holders, controlling persons, stockholders, directors, officers, employees, agents, Affiliates, members, financing sources (including the Forward Purchasers), managers, general or limited partners or successors or assignees of the foregoing (each a “Parent Related Party” and collectively, the “Parent Related Parties”) or any Parent Related Party of any Parent Related Party, in each case other than Parent, Merger Sub or any of their respective assignees under the Merger Agreement, through Parent or otherwise, whether by or through attempted piercing of the corporate, limited liability company or limited partnership veil, and no such parties shall have any liability, personal or otherwise, or obligation relating to or arising out of the Merger Agreement or the transactions contemplated by the Merger Agreement for any breach, loss or damage for (i) any Damages suffered as a result of the failure of the Merger to be consummated and (ii) any other Damages suffered as a result of or under the Merger Agreement and the transactions contemplated by the Merger Agreement (or in respect of any oral representations made or alleged to be made in connection herewith or therewith), except the Guaranteed Party’s rights against (x) the Guarantors under this Amended and Restated Limited Guarantee and pursuant to the terms and subject to the conditions hereof and its limited rights in connection with the enforcement of the Amended and Restated Equity Commitment Letter...
Sole Remedies. The provisions of this Section 12 shall be the ------------- exclusive basis for assertion of claims against, or the imposition of liability on, the STOCKHOLDERS in connection with this Agreement and/or the transactions contemplated hereby, whether based on contract, tort, statute, or otherwise, except to the extent that any such claim or liability is based on intentional misstatement, fraud or misrepresentation by the STOCKHOLDERS.
Sole Remedies. This Paragraph 9.2 sets forth Tenant’s and Landlord’s sole remedies for Taking. Upon termination of this Lease pursuant to this Paragraph 9.2, Tenant and Landlord hereby agree to release each other from any and all obligations and liabilities with respect to this Lease except such obligations and liabilities which arise or accrue prior to such termination.
Sole Remedies. THE SOLE AND EXCLUSIVE REMEDIES FOR BREACH OF ANY AND ALL WARRANTIES AND THE SOLE REMEDIES FOR VITAL IMAGES’ LIABILITY OF ANY KIND (INCLUDING LIABILITY FOR NEGLIGENCE OR PRODUCTS LIABILITY) WITH RESPECT TO THE PRODUCTS AND THEIR USE, THE SERVICES COVERED BY THIS AGREEMENT, AND ALL OTHER PERFORMANCE BY VITAL IMAGES UNDER THIS AGREEMENT SHALL BE LIMITED TO THE REMEDIES PROVIDED IN THIS AGREEMENT.
Sole Remedies. The remedies specified in this section 3.4 are your only Professional Services related remedies.
Sole Remedies. If the Agreement is terminated pursuant to Section 9.2(a) or Section 9.4(a), then and subject to the Terminating Party’s right to receive the Early Termination Payment pursuant to Section 9.5 and to be paid for all other amounts then due and owing to the Terminating Party, such right of termination shall represent that Terminating Party’s sole and exclusive remedy for the Defaulting Party’s default that gave rise to the termination but shall not affect any rights that the Indemnitees may have pursuant to any indemnity hereunder.
