Scope of Remedies. In the event Employee breaches the covenants contained in this Agreement, Employee recognizes that irreparable injury will result to the Company, that the Company’s traditional remedies at law for damages will be inadequate, and that the Company shall be entitled to injunctive relief ordered by a judicial court of competent jurisdiction to restrain the continuing breach by Employee, Employee’s partners, agents, or employees, or any other persons or entities acting for or with Employee. The Company shall further be entitled to seek remedies in a judicial court of competent jurisdiction for damages, reasonable attorney’s fees, and all other costs and expenses incurred in connection with the enforcement of this Agreement, in addition to any other rights and remedies which the Company may have at law or in equity.
Scope of Remedies. Executive acknowledges that the Company may suffer irreparable and continuing damages as a result of such breach and that its remedy at law will be inadequate. Executive agrees that in the event of a violation or a breach of this Agreement, in addition to any other remedies available to it, the Company shall be entitled to an injunction restraining any such default or any other appropriate decree of specific performance, without the requirement to prove actual damages or to post any bond or other security, and the Company shall also be entitled to any other equitable relief the court deems proper.
Scope of Remedies. In the event of any breach or non-fulfilment by any Seller of a Sellers’ Guarantee pursuant to Clause 7 or a breach or non-fulfilment of any other obligation, covenant 2813477 SV\1613529.24 or undertaking of the Sellers arising from or in connection with this Agreement other than those set forth in Clause 9 (Tax) for which the provisions contained in Clause 9 (Tax) shall apply (each a Sellers’ Breach), the Sellers shall put the Purchaser or, at the Purchaser’s election, the relevant Group Company, into the position it would have been in had the Sellers' Breach not occurred (Naturalrestitution). If and to the extent such remediation in kind (Naturalrestitution) (a) has not been effected by the Sellers within a period of thirty (30) Business Days after the receipt of a Breach Notice, (b) is impossible, or (c) is refused in writing by the Sellers, then the Purchaser shall be entitled to request from the Sellers compensation in cash (Schadenersatz in Geld) for any losses incurred by the Purchaser or any Group Company, provided, however, that such losses shall be determined by using the legal principles of calculation of damages, mitigation of damages and off-setting of losses by advantages (Schadensberechnung, Schadensminderung, Vorteilsausgleich) pursuant to Sections 249 et seq. BGB. Losses shall, however, not include any internal administration and overhead costs. Notwithstanding anything to the contrary in this Agreement, Sellers shall not be liable for a failure of the Company to achieve future profits or other financial figures anticipated by Purchaser when entering into this Transaction, and any arguments that the Total Purchase Price was calculated upon incorrect assumptions shall be explicitly excluded, except in the case of fraud (Arglist) or intentional misrepresentation.
Scope of Remedies. 1. Except as specifically provided in Section D of these Terms, no remedy made available by any of the terms of the Agreement is intended to be exclusive of any other remedy, and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder. 2. It is expressly agreed that a breach under Section H of these Terms by one party will cause immediate and irreparable harm to the other party and that a remedy at law would be inadequate. Therefore, in addition to any and all remedies available hereunder, the party not in breach will be entitled to seek a preliminary injunction or other equitable remedies, without the requirement of posting any bond in connection therewith, in all legal proceedings arising out of or related to any such threatened or actual breach under Section H of these Terms.
Scope of Remedies. 1. No remedy made available by any of the terms of the Agreement is intended to be exclusive of any other remedy, and each and every remedy shall be cumulative and shall be in addition to every other remedy available at law or in equity. 2. It is expressly agreed that a breach under Section I of these Terms by one party will cause immediate and irreparable harm to the other party and that a remedy at law would be inadequate. Therefore, in addition to any and all remedies available hereunder, the party not in breach will be entitled to seek a preliminary injunction or other equitable remedies, without the requirement of posting any bond in connection therewith, in all legal proceedings arising out of or related to any such threatened or actual breach under Section I of these Terms.
Scope of Remedies. Except for any proceedings seeking specific performance, the sole remedy for any liability of any party to, or benefiting from, this Agreement with respect to the transactions described in this Agreement, regardless of whether any other remedy might otherwise be available at law or in equity, shall be the right to enforce the indemnification obligations set forth in this Article 6.
Scope of Remedies. Under no circumstances other than the unjustified failure by Licensee to pay when due the amounts required to be paid under Section 3 may the relief granted to Licensor include the rescission or termination of the license granted hereunder, and Licensor hereby irrevocably waives any rights it may have, at law or in equity, to obtain any termination or rescission in any other case.
Scope of Remedies. If a Warranty is not correct or in the event of a breach of any covenant or other obligation of Seller under or in connection with this Agreement, Seller shall put Purchaser into the position Purchaser would have been in if the relevant Warranty had been correct or the covenant or other obligation had not been breached (restitution in kind; Naturalrestitution). Should restitution in kind not be possible due to the nature of the breach or should it not have been effected within sixty (60) days after Seller having been Notified by Purchaser about the incorrectness of the relevant Warranty or the breach of the covenant or other obligation, Purchaser shall be entitled to request that the necessary sum is paid to Purchaser to compensate Purchaser for the Losses suffered by it as a result of the incorrectness of the Warranty or as a result of such breach of a covenant or obligation.
Scope of Remedies. The Employee acknowledges that the Employee’s compliance with this Agreement is necessary to protect the trade secrets, confidential information, goodwill, customer relations and other proprietary and legitimate business interests of the Company and the Virpax Entities. The Employee acknowledges that any breach of any of these covenants will result in irreparable and continuing damage to the Company’s and/or the Virpax Entities’ business for which there will be no adequate remedy at law and the Employee agrees that, in the event of any such breach of the aforesaid covenants, the Company, the Virpax Entities and their respective successors and assigns shall be entitled to injunctive relief and to such other and further relief as may be available at law or in equity. Accordingly, the Employee expressly agrees that upon any breach, or threatened breach, of the terms of this Agreement, the Company and/or the Virpax Entities shall be entitled as a matter of right, in any court of competent jurisdiction in equity or otherwise to enforce the specific performance of the Employee’s obligations under this Agreement, to obtain temporary and permanent injunctive relief without the necessity of proving actual damage to the Company or any of the Virpax Entities, or the inadequacy of a legal remedy. In addition, in the event a court orders the Company or any of the Virpax Entities to post a bond in order to obtain such injunctive relief for a claim under this Agreement, the Employee agrees that the Company or the Virpax Entities will be required to post only a nominal bond. The rights conferred upon the Company and the Virpax Entities in this Section 5(a) shall not be exclusive of any other rights or remedies that the Company and the Virpax Entities, as applicable, may have at law, in equity or otherwise.
Scope of Remedies. This Article VII shall apply after the Closing Date as the sole and exclusive remedy for any Damages (defined in Section 6.13) that may be suffered by any of the Shareholders that are parties to this Agreement or by the Surviving Corporation (defined in Section 6.13) in connection with or relating to this Agreement or from the consummation of the Transaction, arising after the Closing Date.
