Sole Monetary Remedy Sample Clauses

Sole Monetary Remedy. The Guaranteed Party acknowledges and agrees that the sole cash asset of Parent is cash in a de minimis amount and that no additional funds are expected to be contributed to Parent unless and until the Closing occurs. Without limiting any Reserved Claim brought pursuant to the terms of the applicable agreement under which such claims arise, the Guaranteed Party further agrees that it has no right of recovery against the Guarantor, Parent’s or any of their respective successors’ or permitted assignees’ former, current or future directors, officers, employees, secondees, agents, Affiliates (other than Parent and the Guarantor), general or limited partners, members, managers or stockholders or any former, current or future directors, officers, employees, secondees, agents, Affiliates (other than Parent and the Guarantor), general or limited partners, members, managers or stockholders of any of the foregoing (collectively, and excluding Parent and the Guarantor, the “Guarantor/Parent Affiliates”). The Guaranteed Party shall have no right of recovery through Parent or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Parent against any Guarantor/Parent Affiliates, by the enforcement of any judgment or assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or other applicable Law, or otherwise. Without limiting any Reserved Claim brought pursuant to the terms of the applicable agreement under which such claims arise, recourse against the Guarantor under this Limited Guarantee shall be the sole and exclusive monetary remedy of the Guaranteed Party and its Affiliates against the Guarantor and any Guarantor/Parent Affiliates in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement or any schedule, certificate or other document delivered by Parent pursuant to the Merger Agreement (the “Transaction Documents”), and the transactions contemplated by the Merger Agreement. The Guaranteed Party covenants and agrees that it shall not institute, and shall cause its Affiliates not to institute, any Action arising under, or in connection with, the Transaction Documents or the transactions contemplated by the Merger Agreement, against the Guarantor or any Guarantor/Parent Affiliates. The immediately preceding sentence shall not apply to any Action: (a) against the Guarantor or any Guarantor/Parent Affiliates that is party (including...
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Sole Monetary Remedy. The remedies provided in this Article X, together with any other monetary remedy, obligation or reimbursement expressly and specifically contemplated by this Agreement (including as set forth in Article VI, and Sections 8.3 and 12.1(b)), shall be the sole monetary remedies available in respect of this Agreement.
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Sole Monetary Remedy. From and after the Closing, each party acknowledges and agrees that, other than in the case of Fraud, the indemnification obligations set forth in this ‎Article 10 will constitute the sole and exclusive remedies of the parties for any Losses based on, arising out of or otherwise in respect of any matter addressed in this ‎Article 10, except for remedies involving specific performance or other equitable relief pursuant to ‎Section 11.13.
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Sole Monetary Remedy. Each Indemnified Party acknowledges that its sole and exclusive monetary remedy after the Closing with respect to any and all claims relating to this Agreement, the purchase of the Shares and the other transactions contemplated hereby, Company or any of the Subsidiaries and their respective assets and liabilities (other than claims of, or causes of action arising from, fraud or in connection with equitable or injunctive relief sought pursuant to Section 5.3) shall be pursuant to the indemnification provisions set forth in this Article 8. Notwithstanding the foregoing, in no event shall an Indemnified Party be entitled to indemnification under this Article 8 with respect to any matter to the extent, but only to the extent, that such matter was reflected in the calculation of the adjustment to Purchase Price (if any) pursuant to Section 2.3.
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Related to Sole Monetary Remedy

  • Failure to Pursue Remedies The failure of any party to seek redress for violation of, or to insist upon the strict performance of, any provision of this Agreement shall not prevent a subsequent act, which would have originally constituted a violation, from having the effect of an original violation.

  • Company Remedies The Executive acknowledges and agrees that any breach of this Section 9 will result in immediate and irreparable harm to the Company, and that the Company cannot be reasonably or adequately compensated by damages in an action at law. In the event of a breach by the Executive of the provisions of this Section 9, the Company shall be entitled, to the extent permitted by law, immediately to cease to pay or provide the Executive or the Executive’s dependents any compensation or benefit being, or to be, paid or provided to the Executive pursuant to Section 3, Section 6 or Section 8 of this Agreement, and also to obtain immediate injunctive relief restraining the Executive from conduct in breach of the covenants contained in this Section 9. Nothing herein shall be construed as prohibiting the Company from pursuing any other remedies available to it for such breach, including the recovery of damages from the Executive.

  • 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.

  • UCC Remedies (a) Upon the occurrence of and during the continuance of an Event of Default under this Agreement or the other Financing Documents, Agent, in addition to all other rights, options, and remedies granted to Agent under this Agreement or at law or in equity, may exercise, either directly or through one or more assignees or designees, all rights and remedies granted to it under all Financing Documents and under the UCC in effect in the applicable jurisdiction(s) and under any other applicable law; including, without limitation:

  • Default Breach Remedies Notwithstanding anything to the contrary contained in Paragraph 13.1 or elsewhere in the Lease:

  • Sole Remedy/Waiver Except with respect to claims seeking specific performance or other equitable relief with respect to covenants or agreements to be performed after the Closing pursuant to this Agreement, and except in the case of fraud with respect to the representations, warranties, covenants and agreements contained in this Agreement, the Parties acknowledge and agree that the remedies provided for in Section 2.9, Section 6.5 and this Article VII shall be the Parties’ sole and exclusive remedy, from and after the Closing, with respect to the subject matter of this Agreement or any of the Ancillary Implementing Agreements (but not with respect to any claims under the other Ancillary Agreements, which shall be governed by the terms thereof). In furtherance of the foregoing, and except as set forth in the exceptions set forth in the preceding sentence and except as provided in Section 2.9, Section 6.5 and this Article VII, from and after the Closing, the Parties hereby waive, on behalf of themselves and their Affiliates, to the fullest extent permitted by applicable Law, any and all other rights, claims and causes of action (including rights of contribution, if any) known or unknown, foreseen or unforeseen, which exist or may arise in the future, that they may have against the Sellers or any of their Affiliates, or Purchaser Parent or any of its Affiliates (including Purchaser and its Subsidiaries), as the case may be, in connection with the transactions contemplated by this Agreement or any of the Ancillary Implementing Agreements (but not with respect to any rights, claims or causes of action under the other Ancillary Agreements which, in each case, shall be governed by the terms thereof), whether arising under or based upon breach of warranty or contract (including for breach of any representation, warranty, covenant or agreement), tortious conduct (including negligence), any Law (including any such Law relating to environmental matters (including Environmental Laws) or arising under or based upon any securities Law, common law or otherwise) or otherwise. Each Party shall cause its respective Affiliates party to an Ancillary Implementing Agreement not to assert any claims or causes of action under such Ancillary Implementing Agreement, and all such claims shall be asserted only under this Agreement. Without limiting the generality of the foregoing, in no event shall any Party, its Affiliates, successors or permitted assigns be entitled to claim or seek rescission of the transactions contemplated by this Agreement and the Ancillary Agreements.

  • Sole Remedies THE SOLE AND EXCLUSIVE REMEDIES FOR BREACH OF ANY ------------- AND ALL WARRANTIES AND THE SOLE REMEDIES FOR THE COMPANY'S LIABILITY IF ANY KIND (INCLUDING LIABILITY FOR NEGLIGENCE) WITH RESPECT TO THE PRODUCTS AND SERVICES COVERED BY THIS AGREEMENT AND ALL OTHER PERFORMANCE BY THE COMPANY UNDER OR PURSUANT TO THIS AGREEMENT SHALL BE LIMITED TO THE REMEDIES PROVIDED IN SECTION 5 HEREOF.

  • Event of Default Remedies If an Event of Default shall have occurred and be continuing, Secured Party may from time to time in its discretion, without limitation and without notice except as expressly provided below:

  • Defaults Remedies (a) It shall be an Event of Default:

  • 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.

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