Remedies Contract Clauses (5,778)

Grouped Into 224 Collections of Similar Clauses From Business Contracts

This page contains Remedies clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Remedies. Executive understands and agrees that if Executive breaches any provision of this Agreement or any provision of Employment Agreement that survives Executive's termination of employment with the Company, in addition to any other legal or equitable remedies the Company may have, the Company shall be entitled to cease making any payments to Executive under Section 2 above (other than the Accrued Obligations), and Executive shall reimburse the Company for all such payments made to Executive prior to... such breach and the reasonable attorneys' fees and costs incurred by the Company arising out of any such breach and to enforce such reimbursement. The remedies set forth in this paragraph shall not apply to any challenge to the validity of the waiver and release of Executive's rights under the ADEA. In the event Executive challenges the validity of the waiver and release of Executive's rights under the ADEA, then the Company's right to attorneys' fees and costs shall be governed by the provisions of the ADEA, so that the Company may recover such fees and costs if the 4 lawsuit is brought by Executive in bad faith. Any such action permitted to the Company by this paragraph, however, shall not affect or impair any of Executive's obligations under this Agreement, including without limitation, the Release. Executive further agrees that nothing herein shall preclude the Company from recovering attorneys' fees, costs, or any other remedies specifically authorized under applicable law 8. Restrictive Covenants. Executive represents that Executive has not violated any of the provisions in Paragraphs 8, 9, 10, 11 and 12 of the Employment Agreement (which is incorporated by reference and made a part hereof). Executive hereby acknowledges and reaffirms his obligations under Paragraphs 8, 9, 10, 11 and 12 of the Employment Agreement following the Termination Date; provided, that, (i) in consideration of the payments and benefits described in Section 2 hereof, the sufficiency of which is acknowledged hereby, Executive and the Company agree that the term "competing business", as used in the Employment Agreement, shall be amended and restated in its entirety such that the term "competing business" as used in the Employment Agreement shall mean: "a business that engages in the production, sale, or marketing of a product or service that is substantially similar to, or serves the same purpose as, any product or service produced, sold or marketed by the Company or any parent, subsidiary or affiliate of the Company with which Executive interacted or about which Executive gained Confidential Information and/or trade secrets during his employment with the Company" and (ii) the non-competition covenant in Paragraph 10 of the Employment Agreement shall apply for 12 months following the Termination Date. Executive agrees that he will not make any statements, written or verbal, that are detrimental, derogatory or disparaging concerning the Company or any member of the Company Group, or concerning any current or former directors, officers, or employees of the Company or any member of the Company Group. View More
Remedies. Executive understands and agrees that if Executive breaches any provision of this Agreement or any provision of Employment Separation Agreement that survives Executive's termination of employment with the Company, in addition to any other legal or equitable remedies the Company may have, the Company shall be entitled to cease making any payments to Executive under Section 2 above (other than the Accrued Obligations), and Executive shall reimburse the Company for all such payments made to Executi...ve prior to such breach and the reasonable attorneys' fees and costs incurred by the Company arising out of any such breach and to enforce such reimbursement. The remedies set forth in this paragraph shall not apply to any challenge to the validity of the waiver and release of Executive's rights under the ADEA. In the event Executive challenges the validity of the waiver and release of Executive's rights under the ADEA, then the Company's right to attorneys' fees and costs shall be governed by the provisions of the ADEA, so that the Company may recover such fees and costs if the 4 lawsuit is brought by Executive in bad faith. Any such action permitted to the Company by this paragraph, however, shall not affect or impair any of Executive's obligations under this Agreement, 4 including without limitation, the Release. Executive further agrees that nothing herein shall preclude the Company from recovering attorneys' fees, costs, or any other remedies specifically authorized under applicable law 8. Restrictive Covenants. Executive represents that Executive has not violated any of the provisions in Paragraphs 8, 9, 10, 11 2, 3, 4, 5 and 12 6 of the Employment Separation Agreement (which is incorporated by reference and made a part hereof). Executive hereby acknowledges and reaffirms his obligations under Paragraphs 8, 9, 10, 11 2, 3, 4, 5 and 12 6 of the Employment Separation Agreement following the Termination Date; provided, that, (i) in consideration Date. Subject to Paragraph 10(a) of the payments and benefits described in Section 2 hereof, the sufficiency of which is acknowledged hereby, Executive and the Company agree that the term "competing business", as used in the Employment this Agreement, shall be amended and restated in its entirety such that the term "competing business" as used in the Employment Agreement shall mean: "a business that engages in the production, sale, or marketing of a product or service that is substantially similar to, or serves the same purpose as, any product or service produced, sold or marketed by the Company or any parent, subsidiary or affiliate of the Company with which Executive interacted or about which Executive gained Confidential Information and/or trade secrets during his employment with the Company" and (ii) the non-competition covenant in Paragraph 10 of the Employment Agreement shall apply for 12 months following the Termination Date. Executive agrees that he will not make any statements, written or verbal, that are detrimental, derogatory or disparaging concerning the Company or any member of the Company Group, or concerning any current or former directors, officers, or employees of the Company or any member of the Company Group. View More
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Remedies. The Company stipulates that the remedies at law of Holder in the event of any default or threatened default by the Company in the performance of or compliance with any of the terms of this Warrant may not be adequate, and that such terms may be specifically enforced by a decree for the specific performance of any agreement contained herein or by an injunction against a violation of any terms hereof or otherwise. No failure or delay on the part of Holder in exercising any right, power or remedy h...ereunder shall operate as a suspension or waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy hereunder. The remedies herein provided are in addition to and not exclusive of any other remedies provided at law or in equity. View More
Remedies. The Company stipulates parties each stipulate that the remedies at law of Holder the other party in the event of any default or threatened default by the Company a party in the performance of or compliance with any of the terms of this Warrant may are not and will not be adequate, and that such terms may be specifically enforced by a decree for the specific performance of any agreement contained herein or by an injunction against a violation of any terms hereof or otherwise. No failure or delay ...on the part of Holder a party in exercising any right, power or remedy hereunder shall operate as a suspension or waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy hereunder. The remedies herein provided are in addition to and not exclusive of any other remedies provided at law or in equity. View More
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Remedies. The Employee acknowledges that any misappropriation or misuse of trade secrets or unauthorized disclosure of Confidential and Proprietary Information of the Company, and any violation of Sections 13 and 15 of this Agreement, will result in irreparable harm to the Company, and therefore, the Company shall, in addition to any other remedies, be entitled to immediate injunctive relief. In the event of a breach of any provision of this Agreement by the Employee, including Sections 13 and 15, the Com...pany shall, without excluding other remedies available to them, be entitled to an award in an amount equal to the Transition Bonus Payment paid to her as of the date of such breach. View More
Remedies. The Employee acknowledges that any misappropriation or misuse of trade secrets or unauthorized disclosure of Confidential and Proprietary Privileged Information of the Company, and any violation of Sections 13 and 15 of this Agreement, will result in irreparable harm to the Company, and therefore, the Company shall, in addition to any other remedies, be entitled to seek immediate injunctive relief. In the event of a breach of any provision of this Agreement by the Employee, including Sections 13... and 15, the Company shall, without excluding other remedies available to them, be entitled to an award in an amount equal to the Transition Bonus Payment paid to her as of the date of such breach. View More
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Remedies. Upon the occurrence of any event of default described in clauses (iii), (iv), (v), (vi) or (vii) of Section 7, the Outstanding Balance as of the date of acceleration shall become immediately and automatically due and payable in cash at the Mandatory Default Amount, without any written notice required by Investor. The "Mandatory Default Amount" means 100% multiplied by the applicable Outstanding Balance (the "Default Effect"), provided that the Default Effect may only be applied with respect to t...he first two (2) events of default that occur. Commencing five (5) days after the occurrence of any event of default, interest shall accrue on the Outstanding Balance of each Note at an interest rate equal to the lesser of 12% per annum or the maximum rate permitted under applicable law. In connection with such acceleration described herein, Investor need not provide, and Company hereby waives, any presentment, demand, protest or other notice of any kind, and Investor may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such acceleration may be rescinded and annulled by Investor at any time prior to payment hereunder and Investor shall have all rights as a holder of the Note until such time, if any, as Investor receives full payment pursuant to this Section 8. No such rescission or annulment shall affect any subsequent event of default or impair any right consequent thereon. Nothing herein shall limit Investor's right to pursue any other remedies available to it at law or in equity. View More
Remedies. Upon the occurrence of any event of default described in clauses (iii), (iv), (v), (vi) or (vii) of Section 7, the Outstanding Balance as of the date of acceleration shall become immediately and automatically due and payable in cash at the Mandatory Default Amount, without any written notice required by Investor. The "Mandatory Default Amount" means 100% multiplied by the applicable Outstanding Balance (the "Default Effect"), provided that the Default Effect may only be applied with respect to t...he first two (2) events of default that occur. Commencing five (5) days after the occurrence of any event of default, interest shall accrue on the Outstanding Balance of each Note at an interest rate equal to the lesser of 12% per annum or the maximum rate permitted under applicable law. In connection with such acceleration described herein, Investor need not provide, and Company hereby waives, any presentment, demand, protest or other notice of any kind, and Investor may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such acceleration may be rescinded and annulled by Investor at any time prior to payment hereunder and Investor shall have all rights as a holder of the Note until such time, if any, as Investor receives full payment pursuant to this Section 8. No such rescission or annulment shall affect any subsequent event of default or impair any right consequent thereon. Nothing herein shall limit Investor's right to pursue any other remedies available to it at law or in equity. 2 9. No Offset. Company acknowledges that this Note is an unconditional, valid, binding and enforceable obligation of Company not subject to offset, deduction or counterclaim of any kind. Company hereby waives any rights of offset it now has or may have hereafter against Investor, its successors and assigns, and agrees to make the payments or conversions called for herein in accordance with the terms of the Notes. View More
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Remedies. The Company, on the one hand, and the Investor, on the other hand, each acknowledge and agree that monetary damages would not be a sufficient remedy for any breach (or threatened breach) of this Agreement by it and that, in the event of any breach or threatened breach hereof, (a) the non-breaching party shall have the right to immediate injunctive and other equitable relief, without proof of actual damages; (b) the breaching party will not plead in defense thereto that there would be an adequate... remedy at law; and (c) the breaching party agrees to waive any applicable right or requirement that a bond be posted by the non-breaching party. Such remedies will not be the exclusive remedies for a breach of this Agreement, but will be in addition to all other remedies that may be available to the non-breaching party at law or in equity. In the event that either party institutes any legal suit, action, or proceeding against the other party arising out of or relating to this Agreement, the prevailing party in the suit, action, or proceeding shall be entitled to receive, in addition to all other damages to which it may be entitled, the costs incurred by such party in conducting the suit, action, or proceeding, including reasonable attorneys' fees and expenses and court costs. View More
Remedies. The Company, Company (on behalf of itself and its Subsidiaries), on the one hand, and the Investor, on the other hand, each acknowledge and agree that monetary damages would not be a sufficient remedy for any breach (or threatened breach) of this Agreement by it and that, in the event of any breach or threatened breach hereof, (a) the non-breaching party shall have the right to immediate injunctive and other equitable relief, without proof of actual damages; (b) the breaching party will not plea...d in defense thereto that there would be an adequate remedy at law; and (c) the breaching party agrees to waive any applicable right or requirement that a bond be posted by the non-breaching party. Such remedies will not be the exclusive remedies for a breach of this Agreement, but will be in addition to all other remedies that may be available to the non-breaching party at law or in equity. In the event that either party institutes any legal suit, action, or proceeding against the other party arising out of or relating to this Agreement, the prevailing party in the suit, action, or proceeding shall be entitled to receive, in addition to all other damages to which it may be entitled, the costs incurred by such party in conducting the suit, action, or proceeding, including reasonable attorneys' fees and expenses and court costs. View More
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Remedies. It is understood and agreed by the Parties that, without limiting any other remedies available at law or equity, money damages would be an insufficient remedy for any breach of this Agreement by any Party and each non-breaching Party (including non-breaching Consenting Creditors, if the breaching Party is another Consenting Creditor) shall be entitled to specific performance and injunctive or other equitable relief as a remedy of any such breach, including, without limitation, an order of the Ba...nkruptcy Court or other court of competent jurisdiction requiring any Party to comply promptly with any of its obligations hereunder, without the necessity of proving the inadequacy of money damages as a remedy. Each of the Parties hereby waives any defense that a remedy at law is adequate and any requirement to post bond or other security in connection with actions instituted for injunctive relief, specific performance, or other equitable remedies. View More
Remedies. It is understood and agreed by the Parties that, without limiting any other remedies available at law or equity, money damages would be an insufficient remedy for any breach of this Agreement by any Party and each non-breaching Party (including non-breaching Consenting Creditors, if the breaching Party is another Consenting Creditor) shall be entitled to specific performance and injunctive or other equitable relief as a remedy of any such breach, including, without limitation, an order of the Ba...nkruptcy Court or other court of competent jurisdiction requiring any Party to comply promptly with any of its obligations hereunder, without the necessity of proving the inadequacy of money damages as a remedy. Each of the Parties hereby waives any defense that a remedy at law is adequate and any requirement to post bond or other security in connection with actions instituted for injunctive relief, specific performance, or other equitable remedies. View More
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Remedies. After I default, you may at your option do any one or more of the following. A.Acceleration. You may make all or any part of the amount owing by the terms of this Note immediately due. B.Sources. You may use any and all remedies you have under state or federal law or in any Loan Document. C.Insurance Benefits. You may make a claim for any and all insurance benefits or refunds that may be available on my default. D.Payments Made On My Behalf. Amounts advanced on my behalf will be immediately due ...and may be added to the balance owing under the terms of this Note, and accrue interest at the highest post-maturity interest rate. E.Set-Off. You may use the right of set-off. This means you may set-off any amount due and payable under the terms of this Note against any right I have to receive money from you. My right to receive money from you includes any deposit or share account balance l have with you; any money owed to me on an item presented to you or in your possession for collection or exchange; and any repurchase agreement or other non-deposit obligation. "Any amount due and payable under the terms of this Note" means the total amount to which you are entitled to demand payment under the terms of this Note at the time you set-off. Subject to any other written contract, if my right to receive money from you is also owned by someone who has not agreed to pay this Note, your right of set-off will apply to my interest in the obligation and to any other amounts I could withdraw on my sole request or endorsement. Your right of set-off does not apply to an account or other obligation where my rights arise only in a representative capacity. It also does not apply to any Individual Retirement Account or other tax-deferred retirement account. You will not be liable for the dishonor of any check when the dishonor occurs because you set-off against any of my accounts. I agree to hold you harmless from any such claims arising as a result of your exercise of your right of set-off. F.Waiver. Except as otherwise required by law, by choosing any one or more of these remedies you do not give up your right to use any other remedy. You do not waive a default if you choose not to use a remedy. By electing not to use any remedy, you do not waive your right to later consider the event a default and to use any remedies if the default continues or occurs again. View More
Remedies. After I default, you may at your option do any one anyone or more of the following. A.Acceleration. A. Acceleration. You may make all or any part of the amount owing by the terms of this Note the Loan immediately due. B.Sources. If I am a debtor in a bankruptcy petition or in an application filed under section 5(a)(3) of the Securities Investor Protection Act, the Loan is automatically accelerated and immediately due and payable without notice or demand upon filing of the petition or application.... Guardian 8 Corporation Kansas Commercial Loan Agreement Initials SC KS/4XXCWALSH00000000000674040011614N Wolters Kluwer Financial Services ©1996, 2014 Bankers SystemsTM Page 11 B. Sources. You may use any and all remedies you have under state or federal law or in any Loan Document. C.Insurance C. Insurance Benefits. You may make a claim for any and all insurance benefits or refunds that may be available on my default. D.Payments D. Payments Made On My Behalf. Amounts advanced on my behalf will be immediately due and may be added to the balance owing under the terms of this Note, the Loan, and accrue interest at the highest post-maturity interest rate. E.Set-Off. E. Termination. You may terminate my rights to obtain advances or other extensions of credit by any of the methods provided in this Agreement. F. Set-Off. You may use the right of set-off. This means you may set-off any amount due and payable under the terms of this Note the Loan against any right I have to receive money from you. My right to receive money from you includes any deposit or share account balance l I have with you; any money owed to me on an item presented to you or in your possession for collection or exchange; and any repurchase agreement or other non-deposit obligation. "Any amount due and payable under the terms of this Note" the Loan" means the total amount to which you are entitled to demand payment under the terms of this Note the Loan at the time you set-off. Subject to any other written contract, if my right to receive money from you is also owned by someone who has not agreed to pay this Note, the Loan, your right of set-off will apply to my interest in the obligation and to any other amounts I could withdraw on my sole request or endorsement. Your right of set-off does not apply to an account or other obligation where my rights arise only in a representative capacity. It also does not apply to any Individual Retirement Account or other tax-deferred retirement account. You will not be liable for the dishonor of any check when the dishonor occurs because you set-off against any of my accounts. I agree to hold you harmless from any such claims arising as a result of your exercise of your right of set-off. F.Waiver. G. Waiver. Except as otherwise required by law, by choosing any one anyone or more of these remedies you do not give up your right to use any other remedy. You do not waive a default if you choose not to use a remedy. By electing not to use any remedy, you do not waive your right to later consider the event a default and to use any remedies if the default continues or occurs again. View More
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Remedies. Subject to the notice and cure provisions contained in the Mortgage, upon the occurrence or existence of any Event of Default, the holder hereof may, without further notice, declare the entire unpaid principal balance of this Note and all unpaid, accrued interest on this Note and all other obligations of the Maker to the holder of this Note, whether direct or indirect, absolute or contingent, now existing or hereafter arising, immediately due and payable, without further notice or demand, and th...e Maker shall pay all such sums and other obligations. Further, upon the occurrence or existence of any such Event of Default, the holder of this Note shall be entitled to exercise any or all remedies provided or referenced in this Note, the Loan Agreement, the Mortgage or any other instrument or agreement evidencing, securing or relating to the indebtedness evidenced by this Note and any other rights and remedies under state or federal law. Failure to exercise any such rights and remedies upon any Event of Default shall not constitute a waiver of any rights in the event of any subsequent Event of Default. If this Note is placed in the hands of an attorney for collection or if collected through the probate court, bankruptcy court, or by any other legal or judicial proceedings, the Maker agrees and is obligated to pay, in addition to the sums referred to above, the reasonable attorneys' fees of the holder of this Note, together with all court costs and other reasonable expenses paid by such holder. 5 13. Waiver. The Maker, endorsers, sureties, guarantors and all other parties who may become liable for all or any part of this Note severally waive demand, presentment, notice of dishonor, protest, notice of protest, notice of nonpayment, notice of intent to accelerate, notice of acceleration of the maturity of this Note and consent to: (a) any and all extensions of time for any term or terms regarding any payment due under this Note, including partial payments or renewals before or after maturity; (b) changes in interest rates as provided in this Note; (c) any substitutions or release of collateral; and (d) the addition, substitution or release of any party liable for payment of this Note. View More
Remedies. Subject to the notice and cure provisions contained in the Mortgage, upon the occurrence or existence of any Event of Default, the holder hereof may, without further notice, declare the entire unpaid principal balance of this Note and all unpaid, accrued interest on this Note and all other obligations of the Maker to the holder of this Note, whether direct or indirect, absolute or contingent, now existing or hereafter arising, immediately due and payable, without further notice or demand, and th...e Maker shall pay all such sums and other obligations. Further, upon the occurrence or existence of any such Event of Default, the holder of this Note shall be entitled to exercise any or all remedies provided or referenced in this Note, the Loan Agreement, the Mortgage or any other instrument or agreement evidencing, securing or relating to the indebtedness evidenced by this Note and any other rights and remedies under state or federal law. Failure to exercise any such rights and remedies upon any Event of Default shall not constitute a waiver of any rights in the event of any subsequent Event of Default. If this Note is placed in the hands of an attorney for collection or if collected through the probate court, bankruptcy court, or by any other legal or judicial proceedings, the Maker agrees and is obligated to pay, in addition to the sums referred to above, the reasonable attorneys' fees of the holder of this Note, together with all court costs and other reasonable expenses paid by such holder. 5 13. Waiver. The Maker, endorsers, sureties, guarantors and all other parties who may become liable for all or any part of this Note severally waive demand, presentment, notice of dishonor, protest, notice of protest, notice of nonpayment, notice of intent to accelerate, notice of acceleration of the maturity of this Note and consent to: (a) any and all extensions of time for any term or terms regarding any payment due under this Note, including partial payments or renewals before or after maturity; (b) changes in interest rates as provided in this Note; (c) any substitutions or release of collateral; and (d) the addition, substitution or release of any party liable for payment of this Note. View More
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Remedies. Supplier's breach of or failure to comply with any of the Terms and Conditions of this Agreement or any Order shall be grounds for Company to exercise any one or more of the following remedies: (a) Cancellation of all or any part of any undelivered Order without notice, including but not limited to the balance of any remaining installments on a multiple-shipment Order; (b) Rejection (or revocation of acceptance) of all or any part of any delivered shipment. Upon rejection or revocation of accept...ance of any part of or all of a shipment, Company may return the Merchandise or hold it at Supplier's risk and expense. Payment of any invoice shall not limit Company's right to reject or revoke acceptance. Company shall be under no duty to inspect the Merchandise, and notice to Supplier of rejection shall be deemed given within a reasonable time if given within a reasonable time after notice of defects or deficiencies has been given to Company by its customers. Unless Company otherwise agrees in writing, Supplier shall not have the right to make a conforming delivery within the contract time; (c)Termination or suspension of all current and future business relationships; (d) Recovery from Supplier of any damages or expenses sustained by Company as a result of Supplier's breach; and (e) Buyer's remedies under the Uniform Commercial Code and such other remedies as are provided under applicable Law. These remedies are not exclusive and are in addition to all other remedies available to Company at Law or in equity. View More
Remedies. Supplier's breach of or failure to comply with any of the Terms terms and Conditions conditions of this Agreement or any Order shall be grounds for the exercise by Company to exercise of any one or more of the following remedies: (a) Cancellation of all or any part of any undelivered Order without notice, including but not limited to the balance of any remaining installments on a multiple-shipment multiple−shipment Order; (b) Rejection (or revocation of acceptance) of all or any part of any deli...vered shipment. Upon rejection or revocation of acceptance of any part of or all of a shipment, Company may return the Merchandise or hold it at Supplier's risk and expense. Payment of any invoice shall not limit Company's right to reject or revoke acceptance. Company's right to reject and return or hold Merchandise at Supplier's expense and risk shall also extend to Merchandise which is returned by Company's customers. Company may, at its option, require Supplier to grant a full refund or credit to Company of the price actually paid by any customer of Company for any such item in lieu of replacement with respect to any item. Company shall be under no duty to inspect the Merchandise, and notice to Supplier of rejection shall be deemed given within a reasonable time if given within a reasonable time after notice of defects or deficiencies has been given to Company by its customers. In respect of any Merchandise rejected (or acceptance revoked) by Company, there shall be charged to Supplier all expenses incurred by Company in (i) unpacking, examining, repacking and storing such Merchandise (it being agreed that in the absence of proof of a higher expense that the Company shall claim an allowance for each rejection at the rate of 10% of the price for each rejection made by Company) and (ii) landing and reshipping such Merchandise. Unless Company otherwise agrees in writing, Supplier shall not have the right to make a conforming delivery within the contract time; (c)Termination or suspension (c) Termination of all current and future business relationships; (d) Assessment of monetary fines as determined in Company's reasonable discretion; (e) Recovery from Supplier of any damages or expenses sustained by Company as a result of Supplier's breach; breach or default; and (e) (f) Buyer's remedies under the Uniform Commercial Code and such other remedies as are provided under applicable Law. law. These remedies are not exclusive and are in addition to all other remedies available to Company at Law law or in equity. View More
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Remedies. (a) The Sponsor and each Insider hereby agrees and acknowledges that: (i) the Underwriters and the Company would be irreparably injured in the event of a breach by such Sponsor or an Insider of its, his or her obligations under paragraphs 1, 2, 3, 4(a), 4(b), 4(d) and 5, as applicable, of this Letter Agreement (ii) monetary damages may not be an adequate remedy for such breach and (iii) the non-breaching party shall be entitled to injunctive relief, in addition to any other remedy that such part...y may have in law or in equity, in the event of such breach. (b) Notwithstanding anything appearing to the contrary in this Letter Agreement, solely with respect to any liability or obligation of the Company arising under this Letter Agreement, (i) no affiliate of the Company or any direct or indirect partner, member or shareholder of the Company or any affiliate of the Company (or any officer, director, agent, manager, personal representative, trustee or employee of the Company, any affiliate of the Company or any such direct or indirect partner, member or shareholder) (collectively, the "Exculpated Parties") shall be liable for the performance or non-performance of the Company's obligations under this Letter Agreement, and (ii) the parties hereby agree to look solely to the Company and the Company's assets for the satisfaction of any liability or obligation of the Company arising under this Letter Agreement and further agree not to sue or otherwise seek to enforce any such liability or obligation of the Company with respect to any matters arising out of or in connection with this Letter Agreement against any of the Exculpated Parties. 5 8. Payments by the Company. Except as disclosed in the Prospectus, neither the Sponsor nor any officer, nor any affiliate of the Sponsor or any officer, nor any director of the Company, shall receive from the Company any finder's fee, reimbursement, consulting fee, non-cash payments, monies in respect of any repayment of a loan or other compensation prior to, or in connection with any services rendered in order to effectuate, the consummation of the Company's initial Business Combination (regardless of the type of transaction that it is). View More
Remedies. (a) The Sponsor and each Insider hereby agrees and acknowledges that: (i) the Underwriters and the Company would be irreparably injured in the event of a breach by such Sponsor or an Insider of its, his or her obligations under paragraphs 1, 2, 3, 4(a), 4(b), 4(d) and 5, as applicable, of this Letter Agreement (ii) monetary damages may not be an adequate remedy for such breach and (iii) the non-breaching party shall be entitled to injunctive relief, in addition to any other remedy that such part...y may have in law or in equity, in the event of such breach. (b) Notwithstanding anything appearing to the contrary in this Letter Agreement, solely with respect to any liability or obligation of the Company arising under this Letter Agreement, (i) no affiliate of the Company or any direct or indirect partner, member or shareholder stockholder of the Company or any affiliate of the Company (or any officer, director, agent, manager, personal representative, trustee or employee of the Company, any affiliate of the Company or any such direct or indirect partner, member or shareholder) stockholder) (collectively, the "Exculpated Parties") shall be liable for the performance or non-performance of the Company's obligations under this Letter Agreement, and (ii) the parties hereby agree to look solely to the Company and the Company's assets for the satisfaction of any liability or obligation of the Company arising under this Letter Agreement and further agree not to sue or otherwise seek to enforce any such liability or obligation of the Company with respect to any matters arising out of or in connection with this Letter Agreement against any of the Exculpated Parties. 5 8. Payments by the Company. Except as disclosed in the Prospectus, neither the Sponsor nor any officer, nor any affiliate of the Sponsor or any officer, nor any director of the Company, shall receive from the Company any finder's fee, reimbursement, consulting fee, non-cash payments, monies in respect of any repayment of a loan or other compensation prior to, or in connection with any services rendered in order to effectuate, the consummation of the Company's initial Business Combination (regardless of the type of transaction that it is). View More
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