Sole and Exclusive Remedy Clause Samples
POPULAR SAMPLE Copied 638 times
Sole and Exclusive Remedy. Except in the event of fraud or any Willful Breach of any representation, warranty or covenant or agreement contained herein, if this Agreement is validly terminated pursuant to Section 8.1, Parent’s receipt of the Termination Fee to the extent owed pursuant to Section 8.3(b) and any amounts owed pursuant to Section 8.3(d), and Parent’s right to seek specific performance pursuant to Section 9.10 (subject to the limitations set forth in Section 9.10), will be the sole and exclusive remedies of Parent and Merger Sub against (A) the Company and its Subsidiaries; and (B) the former, current and future holders of any equity, controlling persons, Representatives, Affiliates, members, managers, general or limited partners, stockholders, directors, officers, employees, agents, attorneys and assignees of each of the Company, its Subsidiaries and each of their respective Affiliates and former, current and future holders of any equity, controlling persons, Representatives, Affiliates, members, managers, general or limited partners, stockholders, directors, officers, employees, agents, attorneys and assignees of each of the foregoing (the Persons in clauses (A) and (B) collectively, the “Company Related Parties”) in respect of this Agreement and the Transactions. Except in the event of fraud or any Willful Breach of any representation, warranty or covenant or agreement contained herein, upon payment of the Termination Fee to Parent or its designee, none of the Company Related Parties will have any further monetary liability or obligation to (A) Parent or Merger Sub; or (B) the former, current and future direct or indirect holders of any equity, controlling persons, Representatives, Affiliates (other than Parent or Merger Sub), members, managers, general or limited partners, stockholders and assignees of each of Parent and Merger Sub (the Persons in clauses (A) and (B) collectively, the “Parent Related Parties”) relating to or arising out of this Agreement or the Transactions (except that the Company and its Subsidiaries (or their Affiliates) will remain obligated with respect to, and Parent and Merger Sub may be entitled to remedies with respect to, the Confidentiality Agreement, Section 8.3(a) (with respect to the expenses of the Company) and Section 8.3(d), as applicable.
Sole and Exclusive Remedy. Except with respect to claims based on the Fraud, willful misconduct or Willful Breach of any Party or any Affiliate of any Party, except as otherwise set forth in the proviso in Section 10.8 and except as set forth in Section 11.11, the indemnities provided in this Article X shall, from and after Closing, be the sole and exclusive remedy of Buyer Indemnitees against Seller and its Affiliates or the Seller Indemnitees against Buyer and its Affiliates, as the case may be, at Law or in equity for all claims whatsoever, whether arising in contract, tort or otherwise, and including any claims based on negligent misrepresentation, relating to this Agreement and any other document or certificate delivered in connection herewith, the Company, any applicable Law or otherwise; provided, however, that nothing in this Agreement shall prevent either Party from seeking an injunction or injunctions to prevent breaches of this Agreement by the other Party and to enforce specifically the terms and provisions hereof. In furtherance of the foregoing, Buyer and Seller hereby waive, for themselves and as agent for each of their Affiliates (including the Company), from and after the Closing, to the fullest extent permitted under applicable Law, any and all rights, claims and causes of action (other than claims based on Fraud or willful misconduct or claims for equitable relief related to the breach of any covenant or agreement of the Party contained in this Agreement requiring performance after the Closing), whether arising in contract, tort or otherwise (including any claims based on negligent misrepresentation) the other Party or any of its Affiliates may have against it or any of their Affiliates or any of their respective officers, directors, employees, agents or advisors relating to this Agreement and any other document or certificate delivered in connection herewith, except pursuant to the indemnification provisions set forth in this Article X. Furthermore, the Parties each hereby acknowledge that (i) this Agreement embodies the justifiable expectation of sophisticated Parties knowledgeable in business and derived from voluntary, arm’s length negotiations; (ii) all Parties to this Agreement specifically acknowledge that no Party has any special relationship with another Party that would justify any expectation beyond that of an ordinary buyer and an ordinary seller in an arm’s length transaction; and (iii) no fiduciary relationship or duty exists between or among Seller ...
Sole and Exclusive Remedy. To the extent permissible under Applicable Law, this Section 7.1 represents the sole and exclusive remedy available to you against Siemens for infringement of intellectual property rights under the DSA.
Sole and Exclusive Remedy. Each Party acknowledges and agrees that, after the Closing Date, notwithstanding any other provision of this Agreement to the contrary, Buyer’s and the other Buyer Indemnified Parties’ and Seller and the other Seller Indemnified Parties’ sole and exclusive remedy with respect to the Indemnified Costs shall be in accordance with, and limited by, the provisions set forth in this Article IX. The Parties further acknowledge and agree that the foregoing is not the remedy for and does not limit the Parties’ remedies for matters covered by the indemnification provisions contained in the Omnibus Agreement.
Sole and Exclusive Remedy. Section 5.2 sets forth the sole and exclusive liability of SISW to Customer for infringement of third-party intellectual property rights.
Sole and Exclusive Remedy. Except for the assertion of any claim based on fraud or willful misconduct, the remedies provided in this Article VIII shall be the sole and exclusive legal remedies of the Parties, from and after the Closing, with respect to this Agreement and the transactions contemplated hereby.
Sole and Exclusive Remedy. This settlement shall be the sole and exclusive remedy for any and all Released Claims against the Released Parties. Each Settlement Class Member (including anyone claiming by or through him or her) shall be barred from initiating, asserting, or prosecuting the Released Claims.
Sole and Exclusive Remedy. The remedies provided in this Article XII shall be deemed the sole and exclusive remedies of the Indemnified Party, from and after the Closing Date, with respect to any and all claims arising out of or related to this Agreement or in connection with the transactions contemplated hereby.
Sole and Exclusive Remedy. Section 9 sets forth Siemens’ entire liability and Customer’s sole and exclusive remedy for infringement of third-party intellectual property rights.
Sole and Exclusive Remedy. THIS SECTION 4 STATES QLIK’S SOLE AND ENTIRE OBLIGATION AND LIABILITY, AND CUSTOMER’S AND ITS AFFILIATES’ SOLE AND EXCLUSIVE RIGHT AND REMEDY, FOR ANY CLAIM OF INFRINGEMENT OR ALLEGED VIOLATION OF INTELLECTUAL PROPERTY RIGHTS.