Sole Remedy After Closing Sample Clauses

Sole Remedy After Closing. Each of Buyer and Seller acknowledge and agree that, if the Closing occurs, their respective sole and exclusive remedy following the Closing with respect to any breach of any representation, warranty, covenant or agreement by the other party hereto, and with respect to any and all claims relating to the subject matter of this Agreement (excluding (a) any claim relating to fraud, or (b) any Post-Closing Adjustment contemplated by Section 2.6), shall be pursuant to the provisions set forth in this Article IX; provided, however, that nothing contained herein shall prevent the Indemnified Person from (x) pursuing remedies as may be available to such party under applicable Law in the event of the Indemnifying Person’s failure to comply with its indemnification obligations hereunder or (y) pursuing an injunction or other equitable relief as may be available to such party under applicable Law or pursuant to Section 10.14.
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Sole Remedy After Closing. (a) The Purchaser and Sellers acknowledge and agree that their sole and exclusive remedy for monetary relief with respect to any breach of this Agreement, including breach of any representation, warranty, covenant or agreement and with respect to any and all claims relating to the subject matter of this Agreement, excluding (i) any claim for Fraud (provided such claims shall be subject to the limitations and procedures set forth herein, including under Section 9.3) or (ii) any remedies with respect to the Purchase Price adjustment as contained in Section 1.3, shall be pursuant to the indemnification provisions set forth in this Section 9; provided, however, nothing contained herein shall prevent the Indemnitee from pursuing equitable relief as may be available to such party under Section 11. The parties shall not be entitled to a rescission of this Agreement, the Transaction Documents, or the transactions contemplated hereby or thereby (whether by contract, common law, statute, law, regulation or otherwise), all of which the parties hereby waive.
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Sole Remedy After Closing. Except for (i) equitable relief, including injunctive relief or specific performance, to which the Parties may be entitled pursuant Section 9.14, (ii) any claims pursuant to Section 1.05; (iii) any claims arising under the indemnification provisions of Section 5.04(a); and (iv) any claims for Fraud, the Parties acknowledge and agree that, if the Closing occurs, their sole and exclusive remedy following the Closing with respect to any breach of any representation or warranty, covenant or agreement and with respect to any and all claims relating to the subject matter of this Agreement shall be pursuant to the provisions set forth in this Article VIII.
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Sole Remedy After Closing. The remedies in this Article VI shall be the sole and exclusive monetary remedies of the Purchaser, following the Closing, with respect to any breach or purported breach of the representations and warranties of this Agreement, regardless of the theory or cause of action pled; provided, however, that no Party hereto shall be deemed to have waived any rights, claims, causes of action or remedies against any other Party if and to the extent gross negligence, fraud, intentional misrepresentation, willful misconduct or active concealment is proven on the part of such other Party by another Party hereto. It being understood that the limitations under this Article VI shall not apply until the Closing, that the provisions of this Article VI are not intended by any means to limit the rights or remedies available in Law or in equity to the Purchaser under this Agreement or under applicable Law until the Closing and that until the Closing all remedies, either under this Agreement, at Law, in equity or otherwise afforded to any of the Parties, shall be cumulative and not alternative.
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Sole Remedy After Closing. (i) Each of the Parties acknowledges and agrees that, if the Closing occurs, the sole and exclusive remedy following the Closing for monetary relief with respect to any breach of any representation, warranty, covenant or agreement and with respect to any and all claims relating to the subject matter of this Agreement shall be pursuant to the provisions set forth in this ARTICLE XI; provided, however, nothing contained herein shall prevent the Indemnitee from (x) pursuing remedies as may be available to such party under applicable Law in the event of the Indemnitor’s failure to comply with its indemnification obligations hereunder or (y) pursuing an injunction or other equitable relief as may be available to such party under applicable Law.
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Related to Sole Remedy After Closing

  • Sole Remedy This Section 2.7 states the sole remedy available to Noteholders for the replacement or payment of mutilated, destroyed, lost or stolen Notes.

  • 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 Remedy/Waiver Except with respect to claims seeking specific performance or other equitable relief with respect to covenants or agreements to be performed after the Closing pursuant to this Agreement, and except in the case of fraud with respect to the representations, warranties, covenants and agreements contained in this Agreement, the Parties acknowledge and agree that the remedies provided for in Section 2.9, Section 6.5 and this Article VII shall be the Parties’ sole and exclusive remedy, from and after the Closing, with respect to the subject matter of this Agreement or any of the Ancillary Implementing Agreements (but not with respect to any claims under the other Ancillary Agreements, which shall be governed by the terms thereof). In furtherance of the foregoing, and except as set forth in the exceptions set forth in the preceding sentence and except as provided in Section 2.9, Section 6.5 and this Article VII, from and after the Closing, the Parties hereby waive, on behalf of themselves and their Affiliates, to the fullest extent permitted by applicable Law, any and all other rights, claims and causes of action (including rights of contribution, if any) known or unknown, foreseen or unforeseen, which exist or may arise in the future, that they may have against the Sellers or any of their Affiliates, or Purchaser Parent or any of its Affiliates (including Purchaser and its Subsidiaries), as the case may be, in connection with the transactions contemplated by this Agreement or any of the Ancillary Implementing Agreements (but not with respect to any rights, claims or causes of action under the other Ancillary Agreements which, in each case, shall be governed by the terms thereof), whether arising under or based upon breach of warranty or contract (including for breach of any representation, warranty, covenant or agreement), tortious conduct (including negligence), any Law (including any such Law relating to environmental matters (including Environmental Laws) or arising under or based upon any securities Law, common law or otherwise) or otherwise. Each Party shall cause its respective Affiliates party to an Ancillary Implementing Agreement not to assert any claims or causes of action under such Ancillary Implementing Agreement, and all such claims shall be asserted only under this Agreement. Without limiting the generality of the foregoing, in no event shall any Party, its Affiliates, successors or permitted assigns be entitled to claim or seek rescission of the transactions contemplated by this Agreement and the Ancillary Agreements.

  • Termination Not Sole Remedy Termination is not the sole remedy under this Agreement and, whether or not termination is effected and notwithstanding anything contained in this Agreement to the contrary, all other remedies shall remain available except as agreed to otherwise herein.

  • Indemnification as Sole Remedy If the Closing has occurred, the sole and exclusive remedy available to a party in the event of a breach by the other party to this Agreement of any representation, warranty, or covenant or other provision of this Agreement or any Closing Document which survives the Closing shall be the indemnifications provided for under Section 3.1(c), Section 10.1, and this Article 11.

  • Buyer’s Remedies If the Closing has not occurred due to a breach by Seller in any material respect any of its obligations or representations or warranties contained in this Agreement, or if Seller fails to consummate this Agreement for any reason other than Buyer's default or the permitted termination of this Agreement by Seller or Buyer as herein expressly provided, Buyer shall be entitled, as its sole remedy, either (a) to terminate this Agreement and receive the return of the entire Deposit (including both the First Deposit and Second Deposit, and whether or not the Inspection Period was extended), which return shall operate to terminate this Agreement and release Seller from any and all liability hereunder, or (b) to enforce specific performance of Seller's obligation to execute the documents required to convey the Property to Buyer, it being understood and agreed that the remedy of specific performance shall not be available to enforce any other obligation of Seller hereunder. Buyer shall be deemed to have elected to terminate this Agreement (as provided in subsection (a) above) if Buyer fails to file a cause of action for specific performance against Seller on or before ninety (90) days after written notice of termination from Seller or ninety (90) days after the originally scheduled Closing Date, whichever shall occur first. If specific performance is not available due to the fact that Seller has conveyed the Property to a third party, then upon termination of this Agreement by Buyer, in addition to receiving the immediate return of the Deposit, anything in the Agreement contained to the contrary notwithstanding, Buyer shall also receive from Seller, upon demand, Buyer’s actual, documented out-of-pocket costs and expenses associated with conducting its due diligence related to the Property; provided, however, Seller’s maximum reimbursement liability with respect to the foregoing shall not exceed $300,000.00. The rights and remedies of this Article VI shall survive Closing or any termination of this Agreement. THE FOREGOING REMEDIES ARE IN ADDITION TO AND ARE NOT INTENDED TO LIMIT SELLER'S OR BUYER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOF.

  • Purchaser’s Remedies If Seller fails to perform its obligations pursuant to this Agreement for any reason except failure by Purchaser to perform its obligations hereunder, or if before Closing any one or more of Seller’s representations or warranties are breached in any material respect, and such failure (other than the failure to sell the Property when it is obligated to do so under the terms of this Agreement) is not cured within one (1) Business Day after written notice from Purchaser, then Purchaser may, as its sole and exclusive remedy, either: (i) terminate this Agreement by giving Seller timely written notice of its election before or at Closing and recover the Xxxxxxx Money and Seller shall reimburse Purchaser for Purchaser’s out-of-pocket expenses not to exceed Fifty Thousand and No/100 Dollars ($50,000.00); (ii) enforce specific performance of Seller’s obligations under this Agreement; or (iii) waive Seller’s failure or breach and proceed to Closing. Notwithstanding anything herein to the contrary, Purchaser shall be deemed to have elected to terminate this Agreement if Purchaser fails to deliver to Seller written notice of its intent to file a claim or assert a cause of action for specific performance against Seller on or before ten (10) Business Days following the scheduled Closing Date or, having given that notice, fails to file a lawsuit asserting the claim or cause of action in Salt Lake County, Utah, within thirty (30) days following the scheduled Closing Date. Unless Purchaser in good faith either (1) disputes an allegation of Purchaser’s default and promptly files suit for declaratory judgment or (2) alleges a Seller default that continues after the notice and cure period set forth above and timely files suit for specific performance and the action is pending, Purchaser may not place a lis pendens against all or any portion of the Property unless such lis pendens is in connection with the suit for specific performance, and Purchaser hereby waives and releases any right it may have under applicable law to file any lis pendens. In no event or circumstance shall Purchaser be entitled to any consequential, special or punitive damages. Purchaser’s remedies shall be limited to those described in this Section 11(b). The provisions of this Section 11(b) shall survive the Closing or any termination of this Agreement.

  • Exclusive Remedy The foregoing shall constitute the Parties' sole and exclusive remedies and obligations with respect to a third party claim of intellectual property infringement arising out of the conduct of business under this Agreement.

  • Seller’s Remedies If Purchaser fails to perform its obligations pursuant to this Contract at or prior to Closing for any reason except failure by Seller to perform hereunder, or if prior to Closing any one or more of Purchaser's representations or warranties are breached in any material respect, and this failure or breach is not cured within three (3) Business Days after written notice from Seller to Purchaser (other than failure to close for any reason unrelated to a default by Seller, for which there shall be no notice or cure period), then Seller, as its SOLE and EXCLUSIVE remedy (except as provided in Sections 6(c) and 9), may (i) terminate this Contract and receive the Xxxxxxx Money as liquidated damages and not as penalty, in full satisfaction of claims against Purchaser hereunder, or (ii) waive Purchaser’s failure or breach and proceed to Closing. Seller and Purchaser agree that Seller's damages resulting from Purchaser's default are difficult, if not impossible, to determine, and the Xxxxxxx Money is a fair estimate of those damages and has been agreed to in an effort to cause the amount of damages to be certain. Notwithstanding anything in this Section 11(a) to the contrary, in the event of Purchaser's default or termination of this Contract, Seller shall have all remedies available at law or in equity if Purchaser or any party related to or affiliated with Purchaser is asserting any claims or right to the Property that would otherwise delay or prevent Seller from having clear, indefeasible and marketable title to the Property other than as a result of Purchaser’s exercise of its remedies under subsection (b) hereof. If Closing is consummated, then Seller shall have all remedies available at law or in equity if Purchaser fails to perform any post-closing obligation of Purchaser under this Contract.

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