Example ContractsClausesExclusive Remedies
Exclusive Remedies
Exclusive Remedies contract clause examples

Exclusive Remedies. The rights and remedies granted to Buyer in this Agreement are the exclusive rights and remedies against Seller related to any Environmental Condition, or Damages related thereto. Except as set forth in this Agreement, Buyer expressly waives, and releases Seller Group from, any and all other rights and remedies it may have under Environmental Laws against Seller regarding Environmental Conditions, whether for contribution, indemnity, or otherwise. The foregoing is a specifically bargained for allocation of risk among the Parties, which the Parties agree and acknowledge satisfies the express negligence rule and conspicuousness requirement under Texas law.

Exclusive Remedies. The remedies provided in this Article VIII and any limitations set forth herein, shall, from and after the Closing, be the sole and exclusive monetary remedies of the Buyer Indemnified Persons and the Seller Indemnified Persons with respect to this Agreement (except # in the case of fraud, intentional misrepresentation, or willful misconduct, # for any other remedies expressly set forth in this Agreement (including Section 1.4 and [Section 11.10]), and # with respect to Section 9.3 Breaches), and subject to the foregoing, no party hereto shall have any other rights or remedies in connection with any breach of this Agreement or any other Loss arising out of this Agreement for the recovery of Losses resulting from, relating to or arising out of this Agreement; provided that this Article VIII shall not be the exclusive remedy of the parties under any Key Employee Agreement or Warrant Termination Agreement. The foregoing shall not limit the right of a Buyer Indemnified Party or a Seller Indemnified Party to seek specific performance, a restraining order or injunctive relief with respect to any provision of this Agreement or any other Transaction Document. Notwithstanding anything herein to the contrary, nothing herein shall prejudice the Seller Representative’s right to be indemnified by the Equityholders as provided in [Section 11.18].

Exclusive Remedies. Subject to [Section 6.10], the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from fraud, criminal activity or willful misconduct on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this Section 5. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under Law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their Affiliates and each of their respective Representatives arising under or based upon any Law, except pursuant to the indemnification provisions set forth in this Section 5. Nothing in this [Section 5.9] shall limit any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any party’s fraudulent, criminal or intentional misconduct.

Except as otherwise expressly set forth in this Agreement, and except as to fraud, following the Closing, the indemnification provisions of this Article XI shall be the sole and exclusive remedies of any Sellers’ Related Entities and any Buyer-Related Entities, respectively, for any Losses (including any Losses from claims for breach of contract, warranty, tortious conduct (including negligence) or otherwise and whether predicated on common law, statute, strict liability, or otherwise) that it may at any time suffer or incur, or become subject to, as a result of, or in connection with, any breach of or inaccuracy with respect to any representation or warranty set forth in this Agreement by the Buyer or the Sellers, respectively, or any breach or failure by the Buyer or the Sellers, respectively, to perform or comply with any obligation or covenant set forth herein. Without limiting the generality of the foregoing, the parties hereto hereby irrevocably waive any right of rescission they may otherwise have or to which they may become entitled.

Exclusive Remedies. The remedies which the Purchaser may have against the Seller under or in connection with this Agreement, including for Breaches of any of the Sellers’s Representations, the Seller's Covenants, or any other indemnities covenants, agreements or undertakings set forth in this Agreement shall solely be governed by this Agreement and shall be the exclusive remedies available to the Purchaser. If and to the extent permitted by law, any claims and remedies other than those explicitly provided for in this Agreement, regardless of their nature, amount or legal basis, are hereby expressly excluded and waived by the Purchaser, such waiver hereby being accepted by the Seller.

Remedies Not Exclusive. In the event that Executive breaches any terms of this Section 7, Executive acknowledges and agrees that said breach may result in the immediate and irreparable harm to the business and goodwill of Orion and that damages, if any, and remedies of law for such breach may be inadequate and indeterminable. Orion, upon Executive’s breach of this Section 7, shall therefore be entitled (in addition to and without limiting any other remedies that Orion may seek under this Agreement or otherwise at law or in equity) to # seek from any court of competent jurisdiction equitable relief by way of temporary or permanent injunction and without being required to post a bond, to restrain any violation of this Section 7, and for such further relief as the court may deem just or proper in law or equity, and # in the event that Orion shall prevail, its reasonable attorney’s fees and costs and other expenses in enforcing its rights under this Section 7.

Non-Exclusive Remedies. Except as expressly specified in this Agreement to the contrary, no remedy referred to in this Agreement is intended to be exclusive, but each will be cumulative and in addition to any other remedy referred to herein or otherwise available at law, in equity or otherwise.

Remedies Not Exclusive. The specified remedies to which Landlord and Tenant may respectively resort hereunder are cumulative and are not intended to be exclusive of any remedies or means of redress to which either such party may at any time be lawfully entitled. Landlord may invoke any remedy (including the remedy of specific performance) allowed at law or in equity as if specific remedies were not herein provided for.

Exclusive License. Subject to the terms of this Agreement, including [Section 5.1.2] and [Section 5.1.3], on a Licensed Development Candidate-by-Licensed Development Candidate basis, effective upon the applicable License Effective Date, MTEM, for itself and its Affiliates, hereby grants to BMS an exclusive (even as to MTEM and its Affiliates), royalty-bearing license, with the right to grant sublicenses as provided in [Section 5.1.2], under the MTEM Licensed Know-How and MTEM Licensed Patents to Exploit such Licensed Development Candidate(s) and corresponding Licensed Products Directed to the corresponding Collaboration Target in the Field in the Territory. ​.

Exclusive Control. Notwithstanding anything to the contrary set forth in this Lease, for so long as Tenant (or its Permitted Transferee) is leasing one hundred percent (100%) of the Initial Premises and the Must-Take Space (“Full Occupancy”), but subject to all Applicable Laws and the terms and conditions of this Lease, including without limitation Landlord’s rights and obligations set forth in this Lease, # Tenant shall have exclusive

Next results

Draft better contracts
faster with AllDrafts

AllDrafts is a cloud-based editor designed specifically for contracts. With automatic formatting, a massive clause library, smart redaction, and insanely easy templates, it’s a welcome change from Word.

And AllDrafts generates clean Word and PDF files from any draft.