Recoverable Damages. Notwithstanding Sections 6.1 and 6.2 hereof, in no event shall the provisions of Sections 6.1 and 6.2 limit the damages recoverable by either party against the other party due to the other party's obligation to indemnify such party in accordance with this Agreement.
Recoverable Damages. WITHOUT LIMITING THE GENERALITY OF SECTION 11.1, AND NOTWITHSTANDING ANY CONTRARY TERMS IN SECTION 11.3, ACS AGREES THAT THE FOLLOWING TYPES OF DAMAGES (BY WAY OF EXAMPLE AND NOT OF LIMITATION) SHALL BE INTERPRETED AND CONSTRUED TO CONSTITUTE DIRECT DAMAGES RECOVERABLE BY SYMETRA PURSUANT TO SECTION 11.1, AND ACS SHALL NOT CLAIM OTHERWISE: A. COSTS AND EXPENSES INCURRED TO SELECT, PROCURE, MIGRATE TO AND IMPLEMENT SUBSTANTIALLY EQUIVALENT REPLACEMENT SERVICES (FROM AN IN-HOUSE OR REPLACEMENT PROVIDER) INCLUDING, WITHOUT LIMITATION, COSTS AND EXPENSES INCURRED: (i) FOR EMPLOYEES (WAGES AND SALARIES, BOTH STRAIGHT TIME AND OVERTIME, AND RELATED EXPENSES, INCLUDING OVERHEAD ALLOCATIONS), CONTRACTORS, TRAVEL EXPENSES, TELECOMMUNICATIONS CHARGES AND OTHER SIMILAR CHARGES; AND (ii) TO RE-CREATE, RELOAD AND/OR CONVERT ANY OF SYMETRA’S DATA, AND TO CREATE AND TEST INTERFACES; B. REGULATORY FINES AND/OR PENALTIES INCLUDING, WITHOUT LIMITATION, THOSE ASSOCIATED WITH DELAYS IN ELECTRONIC TRANSFERS OR FAILURES TO COMPLY WITH REGULATORY DEADLINES; AND
Recoverable Damages. Notwithstanding Sections 6.1 and 6.2 hereof, in no event shall the provisions of Sections 6.1 and 6.2 limit (i) either Purchaser's or Seller's obligation to indemnify the other party, or the damages recoverable by the indemnified party against the indemnifying party due to, a party's express obligation to indemnify the other party in accordance with Section 3.1, 5.3, or 8.1(b) of this Agreement, or (ii) either party's obligation to pay costs, fees or expenses under Section 4.5 hereof, or the damages recoverable by either party against the other party due to a party's failure to pay such costs. In addition, if this Agreement terminates for any reason, other than a default by Seller hereunder for which Purchaser has elected to pursue the remedy of specific performance, and Purchaser or any affiliate of Purchaser asserts any claim or right to the Property related to such termination that would otherwise delay or prevent Seller from having clear, indefeasible, and marketable title to the Property, then Seller shall have all rights and remedies available at law or in equity with respect to such assertion by Purchaser and any actual loss, damage or other consequence suffered by Seller as a result of such assertion; provided, however, that in no event shall Purchaser be liable for consequential, speculative, remote or punitive damages, and Seller hereby waives and releases any right to seek or collect any such consequential, speculative, remote or punitive damages.
Recoverable Damages. Except where this Agreement specifies a particular remedy as being Optionor’s sole remedy for a particular event or circumstance, the provisions of Section 20.2 hereof shall not operate to limit the remedies available to Optionor or the damages recoverable by Optionor against Optionee (except as set forth in the last sentence of this Section 20.3) due to (i) any breach or default by Optionee of any post-Closing covenant or agreement of Optionee set forth herein; and/or (ii) Optionee’s obligation to indemnify, defend and hold harmless Optionor, as more particularly set forth in this Agreement. Except where this Agreement specifies a particular remedy as being Optionee’s sole remedy for a particular event or circumstance, the provisions of Section 20.1 hereof shall not operate to limit the remedies available to Optionee or the damages recoverable by Optionee against Optionor (except as set forth in the last sentence of this Section 20.3) due to (i) any breach or default by Optionor of any post-Closing covenant or agreement of Optionor set forth herein; and/or (ii) Optionor’s obligation to indemnify defend and hold harmless Optionee as more particularly set forth in Section 19. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, neither Optionor nor Optionee shall bear any liability to the other under this Agreement for loss of production, loss of business or any other indirect, punitive, special or consequential damages, even if such party has been advised of the possibility of such damages, and neither party may seek to recover against the other party consequential damages, punitive damages or any other damages for loss of production, loss of business, lost profits or any other indirect or special damages.
Recoverable Damages. In no event shall the provisions of this Article limit the damages recoverable by either party against the other party due to the other party’s express obligation to indemnify such party in accordance with this Agreement or the exhibits.
Recoverable Damages. Notwithstanding anything in Section 16(a) above, Section 16(b) above or elsewhere in this Agreement to the contrary, nothing in this Agreement shall limit Purchaser’s or Seller’s respective: (i) pre-Closing (or post-termination) rights and remedies against the other at law for actual or compensatory damages or in equity with respect to the parties’ respective obligations to indemnify and hold the other harmless, if permitted by law, pursuant to any provisions contained in this Agreement which expressly survive termination of this Agreement under the terms of this Agreement for the period of survival; or (ii) post-Closing rights and remedies against the other at law for compensatory damages or in equity with respect to the parties’ respective obligations to indemnify and hold the other harmless pursuant to any provisions contained in this Agreement, or with respect to any other representations, warranties, covenants or obligations which expressly survive Closing under the terms of this Agreement for the period of survival.
Recoverable Damages. Notwithstanding Sections 6.1 and 6.2 hereof, in no event shall the provisions of Sections 6.1 or 6.2 limit (i) either Purchaser’s or Seller’s obligation to indemnify the other party or any other indemnified party, or the damages recoverable by the indemnified party against the indemnifying party due to a party’s express obligation to indemnify in accordance with Sections 3.1(e), 5.3 or 8.2 of this Agreement or in any indemnity contained in any of the documents delivered by either party at Closing, or (ii) either party’s obligation to pay costs, fees or expenses under Section 4.5 hereof, or the damages recoverable by either party against the other party due to a party’s failure to pay such costs. Notwithstanding any provision of this Agreement or applicable law to the contrary, under no circumstances will any party be liable for any consequential, indirect, special, punitive or exemplary damages for any claim or dispute related to or arising under this Agreement.
Recoverable Damages. 9.1.1 In the event that a Sellers Guarantee is breached, the Sellers shall be obligated to put the Purchaser or, at the election of the Purchaser, the relevant Group Company or Group Companies in such position as the Purchaser, respectively the Group Company, would have been in, had the Sellers Guarantee not been breached (restitution in kind – Naturalrestitution). If the Sellers are unable to achieve such restitution in kind within four (4) weeks after having been notified by the Purchaser of the breach or if restitution in kind is either impossible, not permitted by nature or not suitable to compensate the loss, then the Purchaser may claim monetary damages with the meaning of Sections 249 et seqq. BGB (Schäden) to be paid to the Purchaser or, at the election of the Purchaser, to the relevant Group Company. Nevertheless, such compensation for damages shall cover only the actual damages incurred by the Purchaser or any Group Company, including (i) reasonably foreseeable consequential damages (Folgeschäden), (ii) reasonably foreseeable indirect damages (mittelbare Schäden) (ii) reasonably foreseeable loss of profits (entgangener Gewinn), and will specifically not cover the internal administrative or overhead costs, and the Purchaser may not claim that the Total Purchase Price was calculated based on incorrect assumptions (the damages potentially to be compensated pursuant to this clause 9.1.1 the Damages).
Recoverable Damages. The term “Losses” as used in Section 8.2 or Section 8.3 is not limited to matters asserted by any third Person against Seller or Buyer, but includes Losses incurred or sustained by Seller or Buyer in the absence of other Person claims. Payments by Buyer of amounts for which Buyer is indemnified hereunder, and payment by Seller of amounts for which Seller is indemnified, shall not be a condition precedent to recovery. Notwithstanding anything to the contrary in this Agreement, for purposes of determining the amount of any Losses that are the subject matter of a claim for indemnification hereunder, each representation and warranty in this Agreement and each certificate or document delivered pursuant hereto shall be read without giving effect to any deductible or threshold dollar amounts or the terms “material” or “Material Adverse Effect” in each instance where the effect of such term would be to make such representation and warranty less restrictive (as if such words and surrounding related words (e.g., “reasonably be expected to,” “could have” and similar restrictions and qualifiers) were deleted from such representation and warranty). The amount of any Losses payable under Article 8, as between Canadian Seller and designated Canadian Affiliate of Buyer, as determined without regard to Article 8 shall be increased by an amount equal to the rate of GST/HST (and QST if applicable) applied to such amount.
Recoverable Damages. Notwithstanding Sections 7.1 and 7.2 hereof, in no event shall the provisions of Sections 7.1 and 7.2 limit (i) either Jupiter's or Post's obligation to indemnify the other party, or the damages recoverable by the indemnified party against the indemnifying party due to, a party's express obligation to indemnify the other party in accordance with the Access Agreement or Section 4.1, 5.8, or 9.2 of this Agreement, or (ii) either party's obligation to pay costs, fees or expenses under Section 5.5 hereof, or the damages recoverable by either party against the other party due to a party's failure to pay such costs. In addition, if this Agreement terminates for any reason, and Jupiter or any party related to or affiliated with Jupiter asserts any claim or right to the Property that would otherwise delay or prevent Post from having clear, indefeasible, and marketable title to the Property, then Post shall have all rights and remedies available at law or in equity with respect to such assertion by Jupiter and any loss, damage or other consequence suffered by Post as a result of such assertion.
