Limitation on Remedy. (i) On the 361st day after the occurrence of such Reporting Default (if such Reporting Default is not cured or waived prior to such 361st day), the Notes will immediately be subject to acceleration in accordance with Section 9.02 hereof.
Limitation on Remedy. If (i) a Reporting Event of Default occurs and the Company elects that the sole remedy with respect to such Reporting Event of Default will be the Special Interest and (ii) on the 181st day immediately following, and including, the date on which such Reporting Event of Default first occurred, such Reporting Event of Default has not been cured or validly waived in accordance with Section 6.05 hereof, then the Notes will become subject to acceleration under Section 6.02(a) hereof on account of such Reporting Event of Default.
Limitation on Remedy. If (i) a Reporting Event of Default occurs and the Company elects that the sole remedy with respect to such Reporting Event of Default will be the Special Interest; and (ii) on the sixty first (61st) day immediately following, and including, the date on which such Reporting Event of Default first occurred, such Reporting Event of Default has not been cured or validly waived in accordance with Section 6.05, then this Note will become subject to acceleration under Section 6.02(a) on account of such Reporting Event of Default. For the avoidance of doubt, Special Interest will cease to accrue from such sixty first (61st) day, without limiting the generality of this Section 6.04 as it may apply to any subsequent Reporting Event of Default.
Limitation on Remedy. Seller hereby acknowledges that (a) it has read the prospectus dated June 19, 2007, filed by Buyer with the SEC pursuant to Rule 424 promulgated under the Securities Act and understands that Buyer has established the Trust Fund, initially in an approximate amount of $399,500,000 for the benefit of certain stockholders of Buyer (including the Deferred Discount in the amount of $12,420,000) and that Buyer may disburse monies from the Trust Fund only (i) to certain stockholders of Buyer in the event of the conversion of their shares or the liquidation of Buyer, (ii) with respect to up to $3,100,000 of interest income in the Trust Fund, to fund its expenses and working capital requirements, or (iii) to Buyer and/or Buyer Sub in connection with the consummation of a “business combination” (as defined in Buyer’s certificate of incorporation) and (b) except as otherwise expressly set forth in this Section 7C, for and in consideration of Buyer agreeing to evaluate the Business for purposes of consummating a “business combination” with respect to the Business, Seller and the members of the Paper Group agree that, except as otherwise provided in this Article 7, prior to Closing, they do not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund and waives any such claim it may have in the future as a result of, or arising out of, the agreement or any negotiations, contracts or agreements with Buyer in respect of the Trust Fund (excluding any rights any of the parties hereto may have under the Debt Commitment Letters) and will not seek recourse against the Trust Fund for any reason whatsoever. Notwithstanding any provision in this Article 7 to the contrary, this Section 7C shall in no event limit the rights of any party (treating Buyer and Buyer Sub as a single party, on the one hand, and Seller and the Paper Group as a single party, on the other hand) to seek recovery for willful breaches of this Agreement by the other party arising prior to or in connection with the termination of this Agreement (including, in the case of Seller, any failure by Buyer and Buyer Sub to deliver the Estimated Closing Purchase Price as and when required hereunder); provided that, in the case of Seller, without limiting the rights of Seller to pursue a claim for or obtain a judgment against Buyer for such willful breach, no recovery for such claim or judgment may be made by Seller against the assets of the Trust Fund unless and until the assets of such...
Limitation on Remedy. In the event this Agreement is terminated by Calithera under Section 12.2, or by High Point under Section 12.3 or 12.4, and HPP elects to obtain any of the items under Section 12.5 then the fair market value of such items obtained by HPP shall be deducted from any damages to which High Point may otherwise be entitled hereunder in connection with such termination.
Limitation on Remedy. Notwithstanding the foregoing, the Parties’ sole and exclusive remedy for breach of this Agreement shall be an action for specific performance or injunction. In no event shall any Party be entitled to monetary damages for breach of this Agreement. In addition, no legal action for specific performance or injunction shall be brought or maintained until: (a) the non-breaching Party provides written notice to the breaching Party which explains with particularity the nature of the claimed breach, and (b) within thirty (30) days after receipt of said notice, the breaching Party fails to cure the claimed breach or, in the case of a claimed breach which cannot be reasonably remedied within a thirty (30) day period, the breaching Party fails to commence to cure the claimed breach within such thirty (30) day period, and thereafter diligently complete the activities reasonably necessary to remedy the claimed breach.
Limitation on Remedy. Except for remedies based on fraud and as -------------------- otherwise specified in this Agreement or its attachments, the Claim for breach of a representation and warranty made under Article X shall be the sole remedy associated with the breach of such representation and warranty contained in this Agreement. No Claim shall be made for breaches of representations and warranties: (i) to the extent that the Party making such Claim had Knowledge of such breach as of the date of this Agreement or as of the Closing, (ii) for any individual items where the Damage relating thereto is less than US$50,000 and such items shall not be aggregated for purposes of clause (iii) below, (iii) until the Person asserting such Claim (together with others within its indemnified group) has incurred Damages as a result of such breaches, either alone or when aggregated with Damages resulting from breaches of representations and warranties covered by the indemnification provisions contained in Section 9.01 of the Non-US Sale Agreement, in excess of US$12,000,000 (the "Threshold Amount"), and then the amount that may be claimed shall be the amount of Damages incurred as a result of such breaches (under this Agreement and the Non-US Sale Agreement) less the Threshold Amount, or (iv) against SELLER or SER to the extent such Claim would cause, (A) in the case of Claims against SELLER, SELLER's and SPNV's aggregate total Liability for breaches of representations and warranties under this Agreement and for breaches of representations and warranties covered by the indemnification provisions contained in Section 9.01 of the Non-US Sale Agreement to exceed US$209,400,000; provided, however, that -------- ------- any Claim for Damages resulting from breaches of the representations and warranties contained in Sections 4.01, 4.02, 4.06, 5.01, 5.02, 5.07 and 5.15 of this Agreement or Sections 4.01, 4.02, 4.06, 5.01, 5.02, 5.07 and 5.14 of the Non-US Sale Agreement shall, in the aggregate, not exceed US$905,000,000, and (B) in the case of Claims against SER, SER's aggregate total Liability for breaches of representations and warranties under this Agreement to exceed US$209,400,000; provided, however, that any Claim for Damages resulting from -------- ------- breaches of the representations and warranties contained in Sections 6.01, 6.02 and 6.10 of this Agreement shall, in the aggregate, not exceed US$905,000,000; and provided further that the limitation set forth in clauses (ii), (iii) and (...
Limitation on Remedy. The remedies set out in Section 3.4 are Customer’s exclusive remedies, regarding any Hardware Appliance for which Customer has accepted delivery under Section 3.4. Except as provided under Section 3.4 and subject to Customer’s obligation to return all Hardware Appliances upon termination or expiration of these Terms, all deliveries of Hardware Appliances under these Terms are made on a one-way basis, and Customer has no other right to return delivered Hardware Appliances.
Limitation on Remedy. To the fullest extent permitted by law the total liability of AR/WS and its directors, officers, employees, agents and representatives to Client, and any person or entity claiming by, through, or under Client, for any loss, damage, claim, cost, lien, action, suit, liability or judgment arising from, resulting from, or in any way related to this Agreement, shall be limited to the Maximum Fee. This Section 8 shall survive any termination of this Agreement.
Limitation on Remedy. Sellers and the Company hereby acknowledge that (a) they have read the prospectus dated February 14, 2008, filed by Parent with the SEC pursuant to Rule 424 promulgated under the 1933 Act and understand that Parent has established the Trust Account for the benefit of certain Persons (as described in the prospectus) and that Parent may disburse monies from the Trust Account only to certain Persons (as described in the prospectus) and (b) for and in consideration of Parent agreeing to evaluate the Blocker Entities and the Company for purposes of consummating a transaction with respect to their capital stock, Sellers and the Company agree that, prior to Closing, they do not have, directly or indirectly, any right, title, interest or claim of any kind in or to any monies in the Trust Account and waive any such claim they may have in the future as a result of, or arising out of, this Agreement, any other Transaction Document or any negotiations, contracts or agreements with Parent or any of its Affiliates or representatives and will not seek recourse, directly or indirectly, against the Trust Account for any reason whatsoever.
