Certain Limitations on Remedies. Paragraph 7b. provides that certain payments and other benefits shall be received by Employee upon the termination of Employee by the Company other than for Cause and states that these same provisions shall apply if Employee terminates his employment for Good Reason. It is the intention of this Agreement that if the Company terminates Employee other than for Cause (and other than as a consequence of Employee's death, disability or normal retirement) or if Employee terminates his employment with Good Reason, then the payments and other benefits set forth in Paragraph 7b. shall constitute the sole and exclusive remedies of Employee.
Certain Limitations on Remedies. Paragraph provides that certain payments and other benefits shall be received by Employee upon the termination of Employee by the Company other than for Cause and states that these same provisions shall apply if Employee terminates his employment for Good Reason. It is the intention of this Agreement that if the Company terminates Employee other than for Cause (and other than as a consequence of Employee's death, disability or normal retirement) or if Employee terminates his employment with Good Reason, then the payments and other benefits set forth in Paragraph shall constitute the sole and exclusive remedies of Employee. This Paragraph 25 shall have no effect upon the provisions of Paragraph of this Agreement.
Certain Limitations on Remedies. (a) All representations and warranties of the parties hereto contained in or arising out of this Agreement or otherwise in connection herewith shall survive the Closing hereunder and shall continue in full force and effect thereafter until the second (2nd) anniversary of the Closing Date, except the warranties and representations contained in (i) Sections 5.1, 5.2, 5.3, 5.4, 5.7, 5.8(a), 5.13, 5.23 and 5.31 shall survive until thirty (30) days after the longer of the expiration of all applicable statutes of limitations (including any amendments extending said statutes), and the latest date by law that any Person could bring a claim related to matters described by such sections of this Agreement, as a matter of law. Unless a specified period is set forth in this Agreement or in a Transaction Document (in which event such specified period will control), all agreements and covenants contained in this Agreement and in any Transaction Documents will survive the Closing and remain in effect indefinitely. Notwithstanding anything herein to the contrary, indemnification for any claim for which written notice as provided in this Article 10 has been timely given prior to the expiration of the representation and warranty upon which such claim is based as provided herein shall not expire, and such claim for indemnification may be pursued, until the final resolution of such claim in accordance with the provisions of this Article 10.
Certain Limitations on Remedies. FOR BREACH OF ANY PROVISION OF THIS AGREEMENT FOR WHICH AN EXPRESS REMEDY OR MEASURE OF DAMAGES IS PROVIDED, SUCH EXPRESS REMEDY OR MEASURE OF DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY, THE OBLIGOR’S LIABILITY SHALL BE LIMITED AS SET FORTH IN SUCH PROVISION AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. IF NO REMEDY OR MEASURE OF DAMAGES IS EXPRESSLY PROVIDED HEREIN, THE OBLIGOR’S LIABILITY SHALL BE LIMITED TO DIRECT ACTUAL DAMAGES ONLY, SUCH DIRECT ACTUAL DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY, AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. UNLESS EXPRESSLY HEREIN PROVIDED, NO PARTY SHALL BE LIABLE UNDER THIS AGREEMENT FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES, INCLUDING CONSEQUENTIAL LOST PROFITS OR OTHER CONSEQUENTIAL BUSINESS INTERRUPTION DAMAGES, BY STATUTE, IN TORT OR CONTRACT OR OTHERWISE. IT IS THE INTENT OF THE PARTIES THAT THE LIMITATIONS HEREIN IMPOSED ON REMEDIES AND THE MEASURE OF DAMAGES BE WITHOUT REGARD TO THE CAUSE OR CAUSES RELATED THERETO, INCLUDING THE NEGLIGENCE OF ANY PARTY, WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT OR ACTIVE OR PASSIVE. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT, AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION OF THE HARM OR LOSS.
Certain Limitations on Remedies. (a) Notwithstanding any of the other provisions set forth in this Agreement to the contrary (including, without limitation, this Section 6), the Administrative Agent hereby agrees, on behalf of itself and the other Secured Parties, that except as permitted pursuant to clause (b) below, it shall not, directly or indirectly, consummate or otherwise take any Enforcement Action (as defined below) that would reasonably be expected to result in an FDIC Investment Prohibited Foreclosure or Other Prohibited Foreclosure; provided that the Borrower shall maintain the ownership structure of it and its Affiliates in a manner that does not restrict the Administrative Agent from commencing Enforcement Actions with respect to any Collateral other than FDIC Investments and Other Restricted Assets (it being understood that, (x) no such restriction shall be deemed to exist if the Administrative Agent can take Enforcement Actions with respect to a Lower Tier Issuer that is a direct or indirect owner of such Collateral but not an Upper Tier Issuer and (y) to the extent necessary to ensure compliance with this proviso, the Borrower shall ensure that all Collateral other than FDIC Investments and Other Restricted Assets shall be held, directly or indirectly, by Pledged Affiliates with respect to which Enforcement Actions would not constitute an FDIC Investment Prohibited Foreclosure or an Other Prohibited Foreclosure).
Certain Limitations on Remedies. Paragraph 7(b) provides that certain payments and other benefits shall be received by Employee upon the termination of Employee by the Company under the circumstances described therein. It is the intention of this Agreement that if the Company terminates Employee other than for Cause then the payments and other benefits set forth in Paragraph 7(b) shall constitute the sole and exclusive remedies of Employee.
Certain Limitations on Remedies. Paragraph 7.b provides that ---------------------------------- certain payments and other benefits shall be received by Employee upon the termination of Employee by the Company other than for Cause and states that these same provisions shall apply if Employee terminates his employment in accordance with the provisions of paragraph 6 hereof. It is the intention of this Agreement that if the Company terminates Employee other than for Cause (and other than as a consequence of Employee's death, disability or normal retirement) or if Employee terminates his employment in accordance with the provisions of paragraph 6 hereof, then the payments and other benefits set forth in Paragraph 7.b shall constitute the sole and exclusive remedies of Employee. This Paragraph 25 shall have no effect upon the provisions of Paragraph 8 of this Agreement.
Certain Limitations on Remedies. Paragraph 6.b provides that certain payments and other benefits shall be received by Employee upon the termination of Employee by the Company other than for Cause. It is the intention of this Agreement that if the Company terminates Employee other than for Cause (and other than as a consequence of Employee's death, disability or normal retirement), then the payments and other benefits set forth in Paragraph 6.b shall constitute the sole and exclusive remedies of Employee.
Certain Limitations on Remedies. No Seller shall be obligated to indemnify or hold harmless any Person entitled to indemnification under Section 6.1(a) or (c) (with respect to any action, suit or proceeding relating to Section 6.1(a)) (collectively, the "Purchaser Indemnified Parties") unless claims for indemnification on account of. any breaches of representations or warranties exceed in the aggregate $500,000 (the "Basket") after which point any such Person entitled to indemnification shall be entitled to indemnification only for Losses in excess of the Basket; provided, however, that under no circumstance shall any Seller be obligated to pay Losses for indemnity claims made pursuant to Section 6.1(a) with respect to the breach by any other Seller of any representations and warranties set forth in Article 2; provided, further that nothing shall prohibit Purchaser Indemnified Parties from making a claim under the Escrow Agreement in respect of such claims. Notwithstanding anything to the contrary in this Agreement, Purchaser acknowledges that the sole and exclusive recourse and remedy of the Purchaser Indemnified Parties with respect to the breach of any representation or warranty or pre-Closing covenant of the Company contained in this Agreement or in any closing certificate executed and delivered by Sellers or the Company in connection herewith shall be indemnification in accordance with the provisions of this Article 6 and limited to the amounts of the Escrow then on deposit with the Escrow Agent subject to the terms and conditions of the Escrow Agreement.
Certain Limitations on Remedies. The remedies provided to Xxxxxxxx under this Agreement shall constitute the sole and exclusive remedies of Xxxxxxxx with respect to the subject matter of this Agreement.
