Remedies; Governing Law Sample Clauses

Remedies; Governing Law. (a) The Parties agree that any breach of this Agreement would cause irreparable harm to the other Parties, that money damages alone would not be a sufficient remedy and that the Parties shall be entitled to equitable relief, including injunction and specific performance, in the event of any breach or threatened breach of the provisions of this Agreement. The Parties shall not oppose the granting of such relief, and shall waive any requirement for the securing or posting of any bond in connection with such remedy. Equitable relief shall not be deemed to be the exclusive remedy for breach of this agreement, but shall be in addition to all other remedies available at law or in equity.
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Remedies; Governing Law. (a) In the event any member of the BOT Group is found to have breached the representations, warranties and covenants of this Agreement, Xxxxxxx X. Kata shall, immediately upon receipt of the written request of the Board, submit his resignation as a director of the Company effective as of the date of the receipt of such request.
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Remedies; Governing Law. The validity, interpretation, construction, and enforcement of this Agreement are governed by the laws of the State of Florida and the federal laws of the United States of America, excluding the laws of those jurisdictions pertaining to resolution of conflicts with laws of other jurisdictions. In any mediation, arbitration, litigation, or other legal proceeding arising out of this Agreement, the losing party shall reimburse the prevailing party, on demand, for all costs incurred by the prevailing party in connection with the proceeding. Absent an agreement among all parties to this Agreement otherwise, jurisdiction for all claims brought under this Agreement shall lie exclusively in the appropriate state court in Hillsborough County, Florida or in the appropriate federal court in the Middle District of Florida, Tampa Division.
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Remedies; Governing Law. The remedies provided in this Agreement are nonexclusive and cumulative in nature unless otherwise stated herein. This Agreement shall be interpreted and governed according to the laws of the State of Texas.
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Remedies; Governing Law. It is understood and agreed that money damages would not be an adequate remedy for any breach of this letter agreement by the Company or any of the Company Parties and that GXO shall be entitled to equitable relief, including, without limitation, an injunction and specific performance, as a remedy for any such actual or potential breach, and in any such case, without requirement for the securing or posting of any bond. Such remedies shall not be deemed to be the exclusive remedies for a breach of this letter agreement but shall be in addition to all other remedies available at law or equity to GXO. This letter agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. * * * [Signature page follows] If you are in agreement with the contents of this letter agreement, kindly indicate the same by signing a copy of this letter agreement and returning it to the undersigned. Very truly yours, GXO LOGISTICS, INC. By: /s/ Mxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxx Title: Chief Executive Officer Accepted as of the date first written above by a duly authorized representative of the party listed below. PFSWEB, INC. By: /s/ Mxxxxxx Xxxxxxxxxx Name: Mxxxxxx Xxxxxxxxxx Title: CEO
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Remedies; Governing Law. Employee and Employer acknowledge that damages are inadequate remedy at law for the breach of the terms hereof and, accordingly, Employer is hereby granted and shall have the right of injunction (any requirements for posting of bonds for injunction are hereby expressly waived) and such other and further relief, both in law and in equity, as Employer may be entitled to receive under the laws of the State of Texas, in the event Employee breaches or threatens to breach any of the covenants or agreements contained herein. In the event any provisions hereof shall be modified or held ineffective by any Court in any respect, such adjudication shall not invalidate or render ineffective the balance of the provisions hereof, and the provisions hereof shall be enforced to the maximum extent allowed by law. This Agreement shall be governed by the laws of the State of Texas.
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Remedies; Governing Law. If either party is in material breach of this agreement, then upon written notice by the non breaching party to the breaching party, the breaching party shall promptly commence to cure such breach, and cure such breach within 5 business days. If such breach is not cured as set forth above, or if such breach is not capable of cure, then, in addition to any other rights and remedies under this agreement, the non-breaching party shall have the right to terminate this agreement. This agreement and its validity, construction and effect shall be governed by the laws of the State of California applicable to contracts wholly to be performed therein. Any controversy, claim or dispute arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate shall be determined by confidential binding arbitration in Los Angeles, California. The arbitrator shall be a member of the American Arbitration Association (“AAA”) Law Practice Panel of Neutrals. The arbitration shall be administered by the AAA pursuant to its Commercial Rules and Supplementary Procedures for Large, Complex Disputes. Judgment on the binding arbitration shall be final and binding and may be entered into in any court having jurisdiction. As a practical matter, by agreeing to arbitrate, all Parties are waiving jury trial. The Arbitrator will render a detailed written decision. The loser of such arbitration hearing will pay the associated fees and costs to arbitrate (including, without limitation, attorneys’ fees and costs) of the winner. The arbitration process will include a customary appeal procedure. In the event of termination of this agreement by Platinum with or without cause, Arclight shall be entitled to an action at law for damages (excluding lost profits or consequential damages) but in no event shall Arclight be entitled to seek equitable relief. Notwithstanding the foregoing, upon the greenlighting of any Picture based on a Property, the remedies of the Parties shall be as set forth in the agreements regarding the financing and production of such Picture.
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Remedies; Governing Law. In the event of a breach or threatened breach by the Executive of any of the provisions of this Agreement, the Executive hereby consents and agrees that the Company shall be entitled to seek, in addition to other available remedies, a temporary or permanent injunction or other equitable relief against such breach or threatened breach from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. Any equitable relief shall be in addition to, not in lieu of, legal remedies, monetary damages, or other available relief. This Agreement, for all purposes, shall be construed in accordance with the laws of Colorado without regard to any conflicts of laws principles that would require the laws of any other jurisdiction to apply. Any action or proceeding by either of the Parties to enforce this Agreement shall be brought only in any state or federal court located in the state of Colorado, City and County of Denver. The Parties hereby irrevocably submit to the exclusive jurisdiction of such courts and waive the defense of inconvenient forum to the maintenance of any such action or proceeding in such venue.
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Remedies; Governing Law. Seller warrants that all goods furnished hereunder shall be merchantable and free from any defects in material or workmanship, shall conform to all specifications and requirements provided by Buyer, and shall comply with all applicable laws and regulations. Seller also warrants that, if it knows or has reason to know the intended use of all or part of the goods, such goods will be suited and appropriate for such use. Seller further warrants that all services provided hereunder will be performed in a workmanlike manner and in accordance with all applicable laws, regulations, codes, and standards. Seller shall extend all warranties it receives from its vendors to Buyer and Seller’s warranties shall extend to Buyer’s customers. The foregoing warranties are in addition to all warranties available under the law. Any attempt by Seller to disclaim any implied warranty of merchantability or fitness for a particular purpose, to alter the measure of damages for Seller’s breach of any of its obligations to Buyer, to require arbitration, to reduce the period of limitation of actions brought by Buyer, or to waive Buyer’s defenses and setoffs against any assignee shall be effective. Buyer shall have all remedies afforded by the Uniform Commercial Code, as adopted in the State of Minnesota, which shall be applicable to and shall govern this entire order and any Agreement resulting from it. Seller acknowledges that any defect in the goods or services provided hereunder may occasion special damage to the Buyer. All warranties shall survive any delivery to or inspection, acceptance or payment by Buyer of the goods or services.
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Related to Remedies; Governing Law

  • Remedies; Severability It is specifically understood and agreed that any breach of the provisions of this Agreement by any Person subject hereto will result in irreparable injury to the other parties hereto, that the remedy at law alone will be an inadequate remedy for such breach, and that, in addition to any other legal or equitable remedies which they may have, such other parties may enforce their respective rights by actions for specific performance (to the extent permitted by law) and the Company may refuse to recognize any unauthorized Transferee as one of its Stockholders for any purpose, including, without limitation, for purposes of dividend and voting rights, until the relevant party or parties have complied with all applicable provisions of this Agreement. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be in any way impaired thereby, it being intended that all of the rights and privileges of the parties hereto shall be enforceable to the fullest extent permitted by law.

  • Severability; Governing Law Should any provision of this Agreement be held by a court of competent jurisdiction to be unenforceable or invalid for any reason, the remaining provisions of this Agreement shall not be affected by such holding and shall continue in full force in accordance with their terms. The validity, interpretation, construction, and performance of this Agreement shall be governed by the laws of the State of Delaware without giving effect to the conflicts of laws principles thereof.

  • Remedies Standstill (a) Each Junior Priority Agent, for and on behalf of itself and the Junior Priority Creditors represented thereby, agrees that, until the Discharge of Senior Priority Obligations, such Junior Priority Agent and such Junior Priority Creditors:

  • Remedies; Waivers (a) Upon the occurrence of an Event of Default, Financial Security may exercise any one or more of the rights and remedies set forth below:

  • No Waiver of Provisional Remedies, Self-Help and Foreclosure The arbitration requirement does not limit the right of any party to (i) foreclose against real or personal property collateral; (ii) exercise self-help remedies relating to collateral or proceeds of collateral such as setoff or repossession; or (iii) obtain provisional or ancillary remedies such as replevin, injunctive relief, attachment or the appointment of a receiver, before during or after the pendency of any arbitration proceeding. This exclusion does not constitute a waiver of the right or obligation of any party to submit any dispute to arbitration or reference hereunder, including those arising from the exercise of the actions detailed in sections (i), (ii) and (iii) of this paragraph.

  • REMEDIES, ETC CUMULATIVE. Each and every right, power and remedy of the Pledgee provided for in this Agreement or in any other Secured Debt Agreement, or now or hereafter existing at law or in equity or by statute shall be cumulative and concurrent and shall be in addition to every other such right, power or remedy. The exercise or beginning of the exercise by the Pledgee or any other Secured Creditor of any one or more of the rights, powers or remedies provided for in this Agreement or any other Secured Debt Agreement or now or hereafter existing at law or in equity or by statute or otherwise shall not preclude the simultaneous or later exercise by the Pledgee or any other Secured Creditor of all such other rights, powers or remedies, and no failure or delay on the part of the Pledgee or any other Secured Creditor to exercise any such right, power or remedy shall operate as a waiver thereof. No notice to or demand on any Pledgor in any case shall entitle it to any other or further notice or demand in similar or other circumstances or constitute a waiver of any of the rights of the Pledgee or any other Secured Creditor to any other or further action in any circumstances without notice or demand. The Secured Creditors agree that this Agreement may be enforced only by the action of the Administrative Agent or the Pledgee, in each case acting upon the instructions of the Required Lenders (or, after the date on which all Credit Document Obligations have been paid in full, the holders of at least the majority of the outstanding Other Obligations) and that no other Secured Creditor shall have any right individually to seek to enforce or to enforce this Agreement or to realize upon the security to be granted hereby, it being understood and agreed that such rights and remedies may be exercised by the Administrative Agent or the Pledgee or the holders of at least a majority of the outstanding Other Obligations, as the case may be, for the benefit of the Secured Creditors upon the terms of this Agreement.

  • Remedies; Waiver To the extent permitted by Law, all rights and remedies existing under this Agreement and any related agreements or documents are cumulative to, and are exclusive of, any rights or remedies otherwise available under applicable Law. No failure on the part of any party to exercise, or delay in exercising, any right hereunder shall be deemed a waiver thereof, nor shall any single or partial exercise preclude any further or other exercise of such or any other right.

  • ENFORCEMENT AND GOVERNING LAW The provisions of this Agreement shall be regarded as divisible and separate; if any of said provisions should be declared invalid or unenforceable by a court of competent jurisdiction, the validity and enforceability of the remaining provisions shall not be affected thereby. This Agreement shall be construed and the legal relations of the parties hereto shall be determined in accordance with the laws of the State of Illinois without reference to the law regarding conflicts of law.

  • No Waiver; Cumulative Remedies; Enforcement No failure by any Lender, the L/C Issuer or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and provided under each other Loan Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 8.02 for the benefit of all the Lenders and the L/C Issuer; provided, however, that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) the L/C Issuer or the Swing Line Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as L/C Issuer or Swing Line Lender, as the case may be) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 10.08 (subject to the terms of Section 2.13), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 8.02 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 2.13, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.

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