No Recovery. In the event no Government Funding approval is obtained through the above services of GrantMatch, no fee shall be due or payable by the Client to GrantMatch.
No Recovery. No Seller Party shall be entitled to indemnification or contribution from any Acquired Company for any Losses that it is obligated to pay pursuant to any Claim brought by a Buyer Indemnitee. The foregoing shall not apply to Claims made against the Partnership, the General Partner or Buyer for a breach of any of the representations, warranties, covenants and agreements of the Partnership, the General Partner or Buyer set forth in this Agreement (each such Claim, a “Permitted Indemnification/Contribution”). If any right of indemnification or contribution from any Acquired Company under the Organizational Documents of such Acquired Company relating to a Claim (other than a claim for Permitted Indemnification/Contribution) is ultimately determined to be unwaivable, the Seller Parties shall indemnify the Buyer or the applicable Acquired Company to the full extent of such recovery. Except as set forth in this Section 10.16, each Seller Party hereby waives and releases any and all rights that it may have to assert claims of indemnification or contribution against any Acquired Company under this Agreement, any other Transaction Document, any other Contract or any provision of its Organizational Documents for any Losses that such Seller Party is obligated to pay pursuant to any Claim brought by a Buyer Indemnitee (other than a claim for Permitted Indemnification/Contribution).
No Recovery. (a) Notwithstanding anything to the contrary in this Agreement, the sole and exclusive remedy of the Company and its Subsidiaries against the Parents, Merger Sub or the Guarantors for any loss or damage arising out of or related to this Agreement or the transactions contemplated hereby, including any loss or damage suffered as a result of the breach of any representation, warranty, covenant or agreement contained in this Agreement by the Parents or Merger Sub and the failure of the Merger to be consummated for any reason shall be the following, as applicable: (i) the Company may terminate this Agreement to the extent set forth in Section 8.1 and (ii) (A) to the extent this Agreement has been properly terminated in accordance with Section 8.1(i), the Company shall be entitled to be paid an aggregate amount equal to the Reverse Termination Fee to the extent required pursuant to Section 8.3(d), and upon payment of the Reverse Termination Fee in accordance with Section 8.3(d), none of Parents, Merger Sub or the Guarantors shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated by this Agreement or (B) to the extent this Agreement has been terminated other than pursuant to Section 8.1(i), the Company shall be entitled to recover amounts owing, if any, for indemnification pursuant to the last sentence of Section 5.9 up to an aggregate amount for all Persons not to exceed the amount of the Reverse Termination Fee. For the avoidance of doubt, none of the Parents, Merger Sub or the Guarantors shall have any liability or obligation relating to or arising out of this Agreement or the transactions contemplated by this Agreement except as set forth in clauses (A) or (B) above.
No Recovery. This balance consists of accounts which currently have no recovery action on them, e.g. accounts which have just been billed.
No Recovery. Sellers shall not be entitled to, and effective as of the Closing do hereby waive any rights to, indemnification or contribution from each FrontStreet Company for any Losses that it is obligated to pay pursuant to any Claim brought by a Buyer Indemnitee. If any right of indemnification or contribution from either FrontStreet Company under the Organizational Documents of such FrontStreet Company relating to a Claim is ultimately determined to be unwaivable, Sellers shall indemnify the Buyer or the applicable FrontStreet Company to the full extent of such recovery. Sellers hereby waive and release any and all rights that it may have to assert claims of indemnification or contribution against either FrontStreet Company under this Agreement, any other Transaction Document, any other Contract or any provision of its Organizational Documents for any Losses that Sellers are obligated to pay pursuant to any Claim brought by a Buyer Indemnitee. [SIGNATURE PAGES FOLLOW] THE PARTIES HAVE signed this Agreement as of the date first set forth above. BUYER: REGENCY GAS SERVICES LP By: Regency OLP GP LLC, its general partner By: /s/ Rxxxxxx X. Xxxxxxxx Rxxxxxx X. Xxxxxxxx Vice President THE PARTNERSHIP: REGENCY ENERGY PARTNERS LP By: Regency GP LP, its general partner By: Regency GP LLC, its general partner By: /s/ Rxxxxxx X. Xxxxxxxx Rxxxxxx X. Xxxxxxxx Executive Vice President and Chief Operating Officer SELLERS: ASC HUGOTON LLC By: AIRCRAFT SERVICES CORPORATION, Its Sole Member and Manager By: /s/ Txxxx X. Xxxxx Txxxx X. Xxxxx Vice President FRONTSTREET ENERGYONE LLC By: /s/ Txxxxx X. Xxxxxxxxx, Xx. Txxxxx X. Xxxxxxxxx, Xx. Manager And: By: /s/ Dxxxx X. Xxxxxxxxx Dxxxx X. Xxxxxxxxx Manager Parent:
No Recovery. Once Toll Rail has lost rights of exclusivity in respect of any Line Segment, it shall not as of right regain those rights if its traffic or passenger levels subsequently increase above the thresholds levels in clause 5.1.
No Recovery. Notwithstanding any other provision of this Agreement, the Purchaser shall not be entitled to indemnification under Section 7.1 in connection with any SLAL Deemed Dividend Tax, or any related interest, penalties or costs, if the Purchaser seeks recovery of any such Tax pursuant to a right of recovery under the ITA or any analogous provincial provision.
No Recovery. The Buyer Indemnitees will not be entitled to recover under this Section 10.1 to the extent that the Losses underlying the subject matter of the claim were reflected in the calculation of any Purchase Price adjustment as finally determined pursuant to Section 2.5
No Recovery. Existing Shareholders hereby acknowledge, agree and commit that they shall not seek recovery from Target Company for any claim of compensation raised by Party A or its affiliate (including Target Company after Closing Date) against them in accordance with the Agreement, nor shall request Target Company to indemnify them for any payment of compensation or indemnification made by them to Party A or its affiliate (including Target Company after Closing Date) hereunder.
No Recovery. Xxxxxxxx agrees that he will not recover upon, or otherwise enforce or accept monies from, any judgment, decision, or award, in each case with respect to any Claim released by him in this Release.
