Remedy; Essential Terms Sample Clauses

Remedy; Essential Terms. (a) Except for indemnification in respect of Parent Claims related to the Unlimited Claims, the aggregate amount of indemnification available to the Parent Indemnified Parties under this Agreement shall be restricted to the amount of the Escrow Fund, which shall be the sole and exclusive remedy of Parent in respect of such Parent Claims; provided, however, that the aggregate amount of indemnification available to the Parent Indemnified Parties under this Agreement, the Joinder Agreements and the Stockholder Written Consents in respect of Parent Claims related to Section 4.19 (Intellectual Property) shall be limited to $200,000,000 (which amount will include any amounts paid to the Parent Indemnified Parties from the Escrow Amount if such amounts are solely in respect of Parent Claims related to Section 4.19). The liability of the Indemnifying Stockholders for indemnification hereunder shall be (x) joint and several to the extent of the Escrow Amount, and (y) thereafter, with respect to the Indemnifying Stockholders only, shall be several but not joint up to each Indemnifying Stockholder’s Pro Rata Portion of any indemnifiable Damage (which Pro Rata Portion in respect of this clause (y) shall, for the avoidance of doubt, be calculated in accordance with subsection (b) of the definition of Pro Rata Portion set forth in this Agreement). Except for indemnification in respect of Parent Claims related to fraud, willful misrepresentation or intentional breach by an Indemnifying Stockholder, such Indemnifying Stockholder shall not be individually liable hereunder (and pursuant to any indemnification provided for in his, her or its Joinder Agreement and/or Stockholder Written Consent) for more than the aggregate amount of Merger Consideration or Warrant Closing Payment, as applicable, actually received by such Indemnifying Stockholder (including amounts deemed to have been received by such Indemnifying Stockholder from the Escrow Fund and the Representative Fund, if any, and any Stockholder Debt deducted from amounts that would have been paid to any Company Stockholder but for such Stockholder Debt under Section 3.1(e)). During the Escrow Period, the Parent Indemnified Parties shall seek recovery first from the Escrow Fund for any Parent Claim. Following the Escrow Period, the Parent Indemnified Parties shall seek recovery from the Participating Holders for any Parent Claim that is an Unlimited Claim in accordance with the terms and conditions and subject to the li...
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Remedy; Essential Terms. (a) Other than with respect to Damages arising from or related to any misrepresentation or breach or failure of any Fundamental Representation, with respect to which the Basket shall not apply, the Indemnifying Holders will have no obligation to indemnify the Parent Indemnified Parties pursuant to Section 15.1(a) unless and until the aggregate amount of all Damages incurred or suffered by the Parent Indemnified Parties subject to indemnification under Section 15.1 exceeds $500,000 (the “Basket”) (at which point the Parent Indemnified Parties shall be entitled to recover the entire amount of such Damages from the first dollar of loss as if such Basket did not exist). Except for indemnification in respect of Parent Claims related to fraud, the aggregate amount of indemnification available hereunder for any damages for any matters relating to this Agreement and any certificate or instrument delivered pursuant hereto shall be restricted to the amount of the Escrow Fund and recovery from the Escrow Fund shall be the sole and exclusive remedy at law of the Parent Indemnified Parties. The Liability of the Indemnifying Holders for indemnification hereunder shall be joint and several. In the case of Parent Claims related to fraud, no Indemnifying Holder shall be individually liable for more than the aggregate amount of the Per Share Consideration actually received by such Indemnifying Holder (including all amounts distributed to such Indemnifying Holder from the Escrow Fund, if any).
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Related to Remedy; Essential Terms

  • Termination of License Agreement Without limiting the generality of the foregoing, in the event that the License Agreement is terminated in accordance with its terms, this Agreement, including without limitation any Purchase Order(s) or Project Work Orders then-in-effect, shall automatically terminate in its entirety as of the effective date of termination of the License Agreement.

  • Waiver of Breach; Specific Performance The waiver of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other breach. Each of the parties to this Agreement will be entitled to enforce this Agreement, specifically, to recover damages by reason of any breach of this Agreement, and to exercise all other rights existing in that party’s favor. The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that any party may apply to any court of law or equity of competent jurisdiction for specific performance or injunctive relief to enforce or prevent any violations of the provisions of this Agreement.

  • Non-Waiver of Breach The waiver by any party hereto of the other party’s prompt and complete performance, or breach or violation, of any term or provision of this Agreement shall be effected solely in a writing signed by such party, and shall not operate nor be construed as a waiver of any subsequent breach or violation, and the waiver by any party hereto to exercise any right or remedy which he or it may possess shall not operate nor be construed as the waiver of such right or remedy by such party, or as a bar to the exercise of such right or remedy by such party, upon the occurrence of any subsequent breach or violation.

  • Non-exclusive Remedy; Survival The indemnification and contribution provided for under this Agreement shall be in addition to any other rights to indemnification or contribution that any indemnified party may have pursuant to law or contract and shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling Person of such indemnified party and shall survive the transfer of Registrable Securities and the termination or expiration of this Agreement.

  • Exclusive Remedy The foregoing payments upon termination or resignation of the Executive’s employment shall constitute the exclusive severance payments due the Executive upon a termination or resignation of Executive’s employment under this Employment Agreement.

  • Termination of License Upon the expiration or earlier termination of this Agreement (or of a Licensee’s rights to use the Citi Marks hereunder, in which case the following provisions of this Section 6.02 shall apply only with respect to such Licensee):

  • Non-Exclusive Remedy Notwithstanding anything herein to the contrary, termination of this Agreement by a Party shall be without prejudice to other remedies such Party may have at law or equity.

  • Right to Specific Performance The Purchaser agrees that the Company shall be entitled to a decree of specific performance of the terms hereof or an injunction restraining violation of this Agreement, said right to be in addition to any other remedies available to the Company.

  • Termination of Licenses In the event of a termination of this Agreement by COMPANY pursuant to Article 9.2. 9.3 or 9.4 or by SELEXIS pursuant to Article 9.2 or 9.3, all and any rights and licenses granted under this Agreement shall terminate upon termination of this Agreement, except for the licenses which have become perpetual pursuant to Article 3.1.3.

  • Indemnification Exclusive Remedy In the absence of fraud, and -------------------------------- except for non-monetary equitable relief, if the Closing occurs, indemnification pursuant to the provisions of this Article 10 shall be the sole and exclusive remedy of the parties for any breach of any representation or warranty contained in this Agreement.

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