Inadequate Remedy Sample Clauses

Inadequate Remedy. Each Party acknowledges that its breach or threatened breach of this Section 7 may result in irreparable harm to the other Party that cannot be adequately relieved by money damages alone. Accordingly, the Parties agree that the non-breaching Party may seek any applicable equitable remedies from a court, including injunctive relief.
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Inadequate Remedy. Each of the parties hereto hereby acknowledges and agrees that (a) its failure to comply with the provisions of this Article 6 may result in substantial harm to the other party, including the inability to determine or appropriately substantiate an Income Tax Liability (or a position in respect thereof) for which the other party would be responsible under this Agreement or appropriately defend against an adjustment thereto by a taxing authority, and (b) the remedies available to the other party for the breach of the obligations hereunder shall include (without limitation) the indemnification of the other party by the breaching party for any Income Tax Liabilities incurred or any Income Tax benefit lost or postponed by reason of such breach and the forfeiture by the breaching party of any related rights to indemnification by the other party. In addition, if either party fails to provide any cooperation or information requested pursuant to this Agreement (x) within the specified time or (y) in the absence of such specified time, within a reasonable period (as determined in good faith by the party requesting such information), then, without limiting any other remedy available to the other party, the other party shall have the right to engage a nationally recognized accounting firm of its choice to gather such information. The breaching party agrees to permit any such nationally recognized accounting firm full access to all appropriate records or other information in the possession of the breaching party during normal business hours, and promptly to reimburse or pay directly all costs and expenses in connection with the engagement of such accountants.
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Inadequate Remedy uBid hereby acknowledges and agrees that (a) its failure to comply with the provisions of this Article 9 may result in substantial harm to CCI, including the inability to determine or appropriately substantiate an Income Tax Liability (or a position in respect thereof) for which the CCI Consolidated Group (or a member thereof) would be responsible under this Agreement or appropriately defend against an adjustment thereto by a taxing authority, and (a) the remedies available to the CCI Consolidated Group for the breach by uBid of its obligations hereunder shall include (without limitation) the indemnification by uBid of the CCI Consolidated Group for any Income Tax Liabilities incurred or any Income Tax benefit lost or postponed by reason of such breach and the forfeiture by uBid of any related rights to indemnification by CCI. In addition, if uBid fails to provide any cooperation or information requested pursuant to this Agreement (x) within the specified time or (y) in the absence of such specified time, within a reasonable period (as determined in good faith by the party requesting such information), then, without limiting any other remedy available to any member of the CCI Consolidated Group for breach of uBid's obligations under this Agreement, CCI shall have the right to engage a nationally recognized accounting firm of its choice to gather such information. uBid agrees to permit any such nationally recognized accounting firm full access to all appropriate records or other information in the possession uBid during normal business hours, and promptly to reimburse or pay directly all costs and expenses in connection with the engagement of such accountants.
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Inadequate Remedy. Executive acknowledges and agrees that the remedy at law available to Employers for breach of any of his obligations under this Agreement would be inadequate, and agrees and consents that in addition to any other rights or remedies that Employers may have at law or in equity, temporary and permanent injunctive relief may be granted in any proceeding that may be brought to enforce any provision contained in sections 3 through 8 of this Agreement, without the necessity of proof of actual damage.
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Inadequate Remedy. Executive acknowledges and agrees that the remedy at law available to National City for breach of any of Executive's obligations under the Agreement would be inadequate, and agrees and consents that in addition to any other rights or remedies that National City may have at law or in equity, temporary and permanent injunctive relief may be granted in any proceeding that may be brought to enforce any of the Provisions contained in sections 3,4 or 5 without the necessity of proof of actual damage.
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Inadequate Remedy. Each Party acknowledges and expressly agrees that the remedy at law for any breach by it of the terms of this Article XII may be inadequate and that the full amount of damages which would result from such breach are not readily susceptible to being measured in monetary terms. Accordingly, in the event of a breach or threatened breach by either Party of this Article XII, the other Party shall be entitled to immediately pursue injunctive relief prohibiting any such breach and requiring the immediate return of all Confidential Information. The remedies set forth in this Section shall be in addition to any other remedies available for any such breach or threatened breach, including the recovery of damages from the breaching Party.
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Related to Inadequate Remedy

  • No Adequate Remedy The parties declare that it is impossible to measure in money the damages which will accrue to either party by reason of a failure to perform any of the obligations under this Agreement and therefore injunctive relief is appropriate. Therefore, if either party shall institute any action or proceeding to enforce the provisions hereof, such party against whom such action or proceeding is brought hereby waives the claim or defense that such party has an adequate remedy at law, and such party shall not urge in any such action or proceeding the claim or defense that such party has an adequate remedy at law.

  • Remedy Except as provided by the Act and this Agreement, arbitration will be the sole, exclusive, and final remedy for any dispute between Executive and the Company. Accordingly, except as provided for by the Act and this Agreement, neither Executive nor the Company will be permitted to pursue court action regarding claims that are subject to arbitration.

  • Breach; Remedies Notwithstanding anything to the contrary in this Agreement, the Participant agrees and acknowledges that the breach of this Section would cause substantial loss to the goodwill of the Company and/or its Affiliates, and cause irreparable harm for which there is no adequate remedy at law. Further, because the Participant’s employment with the Employer is personal and unique, because damages alone would not be an adequate remedy and because of the Participant’s access to the Confidential Information, the Company and/or its Affiliates shall have the right to enforce this Section, including any of its provisions, by injunction, specific performance, or other equitable relief, without having to post bond or prove actual damages, and without prejudice to any other rights and remedies that the Company and/or its Affiliates may have for a breach of this Section, including, without limitation, money damages. The Participant agrees and acknowledges that notwithstanding the arbitration provisions in this Agreement, the Company may elect to file and pursue claims which arise from or relate to the Participant’s actual or threatened breaches of this Section in state or federal court of competent jurisdiction. The Participant shall be liable to pay all costs, including reasonable attorneys’ and experts’ fees and expenses, that the Company and/or its Affiliates may incur in enforcing or defending this Section, whether or not litigation is actually commenced and including litigation of any appeal taken or defended by the Company and/or its Affiliates where the Company and/or its Affiliates succeed in enforcing any provision of this Section.

  • Sole Remedy This Section 2.7 states the sole remedy available to Noteholders for the replacement or payment of mutilated, destroyed, lost or stolen Notes.

  • Exclusive Remedy The foregoing shall constitute the Parties' sole and exclusive remedies and obligations with respect to a third party claim of intellectual property infringement arising out of the conduct of business under this Agreement.

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