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. Each of the parties hereto acknowledges and agrees that, in the event of any breach of any covenant or agreement contained in this Agreement by the other party, money damages may be inadequate with respect to any such breach and the non-breaching party may have no adequate remedy at law. It is accordingly agreed that each of the parties hereto shall be entitled, in addition to any other remedy to which they may be entitled at law or in equity, to seek injunctive relief and/or to compel specific ...performance to prevent breaches by the other party hereto of any covenant or agreement of such other party contained in this Agreement.View More
Remedies. Each of the parties hereto acknowledges and agrees that, in the event of any breach of any covenant or agreement contained in this Agreement by the other party, money damages may be inadequate with respect to any such breach and the non-breaching party may have no adequate remedy at law. It is accordingly agreed that each of the parties hereto shall be entitled, in addition to any other remedy to which they may be entitled at law or in equity, to seek injunctive relief and/or to compel specific ...performance to prevent breaches by the other party hereto of any covenant or agreement of such other party contained in this Agreement. 4 12. Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns. This Agreement shall not be assigned by either party without the prior written consent of the other party hereto. View More
Remedies. Executive agrees that given the nature of CME's business, the scope and duration of the restrictions in paragraphs 8, 9 and 10 are reasonable and necessary to protect the legitimate business interests of CME and do not unduly interfere with Executive's career or economic pursuits. Executive recognizes and agrees that a breach of any or all of the provisions of Sections 8, 9 and 10 will constitute immediate and irreparable harm to CME's business advantage, for which damages cannot be readily calc...ulated and for which damages are an inadequate remedy. Accordingly, Executive acknowledges that CME shall therefore be entitled to seek an injunction or injunctions to prevent any breach or threatened breach of any such section. Such injunctive relief shall not be Employer's sole remedy. Executive agrees to reimburse CME for all costs and expenses, including reasonable attorney's fees and costs, incurred by CME in connection with the successful enforcement of its rights under Sections 8, 9 and 10 of this Agreement.View More
Remedies. Executive agrees that given the nature of CME's business, the scope and duration of the restrictions in paragraphs 8, 9 and 10 are reasonable and necessary to protect the legitimate business interests of CME and do not unduly interfere with Executive's career or economic pursuits. Executive recognizes and agrees that a breach of any or all of the provisions of Sections 8, 9 and 10 will constitute immediate and irreparable harm to CME's business advantage, for which damages cannot be readily calc...ulated and for which damages are an inadequate remedy. Accordingly, Executive acknowledges that CME shall therefore be entitled to seek an injunction or injunctions to prevent any breach or threatened breach of any such section. Such injunctive relief shall not be Employer's sole remedy. Executive agrees to reimburse CME for all costs and expenses, including reasonable attorney's fees and costs, incurred by CME in connection with the successful enforcement of its rights under Sections 8, 9 and 10 of this Agreement. 11 12. Survival. Sections 7(h), 8, 9, 10, 11 and 13 of this Agreement (and, as applicable, the provisions referenced herein) shall survive and continue in full force and effect in accordance with their respective terms, notwithstanding any termination of the Agreement. View More
Remedies. (i) There will be no cure period available for the Event of Default as defined in Section 14(d), 14(e) and 14(m); or (ii) upon the occurrence of any other Event of Default as defined above, and provided such Event of Default has not been cured by the Company within ten (10) business days after written notice of the occurrence of such Event of Default, the principal and any accrued interest of the Note will be due immediately, and Lender shall have all of the rights and remedies provided by appli...cable law and equity. To the extent permitted by law, Company waives any rights to presentment, demand, protest, or notice of any kind in connection with this Agreement, any Warrant and/or any Note. No failure or delay on the part of Lender in exercising any right, power, or privilege hereunder or thereunder will preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. The rights and remedies provided herein are cumulative and not exclusive of any other rights or remedies provided at law or in equity. In the event Lender shall refer this Agreement to an attorney to enforce the terms hereof, the Company agrees to pay all the costs and expenses incurred in attempting or effecting the enforcement of the Lender's rights, including reasonable attorney's fees, whether or not suit is instituted.View More
Remedies. (i) There will be no cure period available for the Event of Default as defined in Section 14(d), 14(e) 8(d) and 14(m); or 8(e); (ii) upon the occurrence of any other an Event of Default as defined above, and provided such Event of Default as defined in Section 8(a) through 8(c), and Section 8(f) through 8(k), has not been cured by the Company within ten (10) five (5) business days after written notice of the occurrence of such Event of Default, the principal and any accrued interest of the Note ...will be due immediately, and Lender shall have all of the rights and remedies provided by applicable law and equity. To the extent permitted by law, Company waives any rights to presentment, demand, protest, or notice of any kind in connection with this Agreement, any Warrant and/or any Note. No failure or delay on the part of Lender in exercising any right, power, or privilege hereunder or thereunder will preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. The rights and remedies provided herein are cumulative and not exclusive of any other rights or remedies provided at law or in equity. In the event Lender shall refer this Agreement to an attorney to enforce the terms hereof, the Company agrees to pay all the costs and expenses incurred in attempting or effecting the enforcement of the Lender's rights, including reasonable attorney's fees, whether or not suit is instituted. View More
Remedies. Employee acknowledges that a breach or threatened breach by Employee of this Agreement will give rise to irreparable injury to Company and that money damages will not be adequate relief for such injury. Accordingly, Employee agrees that Company shall be entitled to obtain injunctive relief, including, but not limited to, temporary restraining orders, preliminary injunctions and/or permanent injunctions, without having to post any bond or other security, to restrain or prohibit such breach or thr...eatened breach, in addition to any other legal remedies which may be available. In addition to all other relief to which it shall be entitled, Company shall be entitled to cease all payments to which Employee would otherwise be entitled under Section 9 hereto; continue to enforce this Agreement; recover from Employee all payments made under Section 9 to the extent attributable to a time during which Employee was in violation of the covenants for which payment was made; and recover from Employee all litigation costs and attorneys' fees incurred by Company in any action or proceeding relating to this Agreement in which Company prevails in any respect, including, but not limited to, any action or proceeding in which Company seeks enforcement of this Agreement or seeks relief from Employee's violation of this Agreement.View More
Remedies. Employee acknowledges recognizes that a breach or threatened breach by Employee of this Agreement will give rise to irreparable injury to the Company and that money damages will not be adequate relief for such injury. Accordingly, Employee injury, and, accordingly, agrees that the Company shall be entitled to obtain injunctive relief, including, but not limited to, temporary restraining orders, preliminary injunctions and/or permanent injunctions, without having to post any bond or other securit...y, to restrain or prohibit such breach or threatened breach, in addition to any other legal remedies which may be available. available, including the recovery of monetary damages from Employee. In addition to all other relief to which it shall be entitled, the Company shall be entitled to cease all payments to which Employee would otherwise be entitled under Section 9 hereto; continue to enforce this Agreement; recover from Employee all payments made under Section 9 to the extent attributable to a time during which Employee was in violation of the covenants for which payment was made; and recover from Employee all litigation costs and attorneys' fees incurred by the Company in any action or proceeding relating to this Agreement in which the Company prevails in any respect, including, but not limited to, any action or proceeding in which the Company seeks enforcement of this Agreement or seeks relief from Employee's violation of this Agreement. Employee further acknowledges and agrees that Employee's intellectual property, non-disclosure and non-competition covenants set forth in Sections 6, 7 and 8 of this Agreement shall be construed as independent covenants and that no breach of any contractual or legal duty by the Company shall be held sufficient to excuse or terminate Employee's obligations under Sections 6, 7 and 8 of this Agreement or to preclude the Company from obtaining injunctive relief for Employee's violation or threatened violation of such covenants. View More
Remedies. Upon the occurrence and during the continuance of an Event of Default, the Noteholder may, at its option, by written notice to the Borrower declare the outstanding principal amount of the Loan, accrued and unpaid interest thereon, and all other amounts payable hereunder immediately due and payable and shall have all the rights and remedies available to it under this Note and the Security Agreement.
Remedies. Upon the occurrence and during the continuance of an Event of Default, the Noteholder may, at its option, by written notice to the Borrower declare the outstanding principal amount of the Loan, accrued and unpaid interest thereon, and all other amounts payable hereunder immediately due and payable and shall have all the rights and remedies available to it under this Note and the Security Agreement. payable.
Remedies. Because of the difficulty of measuring economic losses to the Company as a result of a breach or threatened breach of the covenants set forth in this Agreement, and because of the immediate and irreparable damage that would be caused to the Company for which it would have no other adequate remedy, the Company shall be entitled to enforce the foregoing covenants, in the event of a breach or threatened breach, by injunctions and restraining orders from any court of competent jurisdiction, without ...the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned remedies shall not be the Company's exclusive remedies for a breach but instead shall be in addition to all other rights and remedies available to the Company or their successors at law and equity.View More
Remedies. Because of the difficulty of measuring economic losses to the Company or Concho as a result of a breach or threatened breach of the covenants set forth in this Agreement, and because of the immediate and irreparable damage that would be caused to the Company or Concho for which it would have no other adequate remedy, the Company or Concho shall be entitled to enforce the foregoing covenants, in the event of a breach or threatened breach, by injunctions and restraining orders from any court of co...mpetent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned remedies shall not be the Company's Company or Concho's exclusive remedies for a breach but instead shall be in addition to all other rights and remedies available to the Company Company, Concho, or their successors at law and equity. View More
Remedies. Upon the occurrence of an Event of Default specified in Section 5, the principal balance, all accrued but unpaid interest, and all other sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action on the part of Payee.
Remedies. Upon the occurrence of an Event of Default specified in Section 5, the unpaid principal balance, balance of, all accrued but accrued, unpaid interest, interest thereon, and all other sums payable with regard to to, this Note, Note shall automatically and immediately become due and payable, in all cases without any action on the part of Payee.
Remedies. Upon the occurrence of any Event of Default and at any time thereafter during the continuation of such Event of Default, the Holder may, by written notice to Buyer, declare the outstanding Principal, together with all accrued and unpaid Interest thereon and all other amounts payable hereunder, immediately due and payable, without presentment, demand, protest, or any other notice or action of any kind, all of which are hereby expressly waived by Buyer; provided, however, upon the occurrence of an...y Event of Default described in Section 4(d), immediately and without notice, declaration or any other action on the part of the Holder, the outstanding Principal, together with all accrued and unpaid Interest thereon and all other amounts payable hereunder, shall automatically become immediately due and payable. In addition to the forgoing remedies, upon the occurrence and during the continuance of any Event of Default, the Holder may exercise any or all of its rights, powers or remedies under the Transaction Documents or applicable Law, whether by suit in equity, action at law, or both.View More
Remedies. Upon the occurrence of any Event of Default and at any time thereafter during the continuation of such Event of Default, the Holder may, by written notice to Buyer, declare the outstanding Principal, together with all accrued and unpaid Interest thereon and all other amounts payable hereunder, immediately due and payable, without presentment, demand, protest, or any other notice or action of any kind, all of which are hereby expressly waived by Buyer; provided, however, upon the occurrence of an...y Event of Default described in Section 4(d), immediately and without notice, declaration or any other action on the part of the Holder, the outstanding Principal, together with all accrued and unpaid Interest thereon and all other amounts payable hereunder, shall automatically become immediately due and payable. In addition to the forgoing remedies, upon the occurrence and during the continuance of any Event of Default, the Holder may exercise any or all of its rights, powers or remedies under the Transaction Documents or applicable Law, whether by suit in equity, action at law, or both. 3 6. Covenants. Until all amounts outstanding under this Note have been paid in full: (a) Maintenance of Existence; Qualification. Buyer shall: (i) preserve and maintain its and the Surviving Corporation's corporate existence, and (ii) take all actions necessary to preserve and maintain all rights, privileges, and franchises necessary for it and the Surviving Corporation to conduct business in all states and other jurisdictions in which the nature of its business requires qualification to do business. (b) Notice of Event of Default. Upon the occurrence of an Event of Default or of any event which, with the giving of notice or the passage of time would constitute an Event of Default, as soon as possible thereafter, and in any event within five (5) Business Days after Buyer becomes aware that such Event of Default or other event has occurred, Buyer shall notify the Holder in writing of the nature and extent of such Event of Default and the action, if any, Buyer has taken or proposes to take with respect to such Event of Default. View More
Remedies. Each of the parties hereto acknowledges and agrees that, in the event of any breach of any covenant or agreement contained in this Agreement by the other party, money damages may be inadequate with respect to any such breach and the non-breaching party may have no adequate remedy at law. It is accordingly agreed that each of the parties hereto shall be entitled, in addition to any other remedy to which they may be entitled at law or in equity, to seek injunctive relief and/or to compel specific ...performance to prevent breaches by the other party hereto of any covenant or agreement of such other party contained in this Agreement. 3 11. Acknowledgement; Waiver. Holder (i) acknowledges that the Insider may possess or have access to material non-public information which has not been communicated to the Holder; (ii) hereby waives any and all claims, whether at law, in equity or otherwise, that he, she, or it may now have or may hereafter acquire, whether presently known or unknown, against the Insider or any of the SPAC's officers, directors, employees, agents, affiliates, subsidiaries, successors or assigns relating to any failure to disclose any non-public information in connection with the transaction contemplated by this Agreement, including without limitation, any claims arising under Rule 10-b(5) of the Securities and Exchange Act of 1934; and (iii) is aware that the Insider is relying on the truth of the representations set forth in Section 3 of this Agreement and the foregoing acknowledgement and waiver in clauses (i) and (ii) above, respectively, in connection with the transactions contemplated by this Agreement.View More
Remedies. Each of the parties hereto acknowledges and agrees that, in the event of any breach of any covenant or agreement contained in this Agreement by the other another party, money damages may be inadequate with respect to any such breach and the non-breaching party may have no adequate remedy at law. It is accordingly agreed that each of the parties hereto shall be entitled, in addition to any other remedy to which they may be entitled at law or in equity, to seek injunctive relief and/or to compel s...pecific performance to prevent breaches by the other party hereto of any covenant or agreement of such other party contained in this Agreement. 3 11. 4 13. Acknowledgement; Waiver. Holder (i) acknowledges that the Insider or the Company may possess or have access to material non-public information which has not been communicated to the Holder; (ii) hereby waives any and all claims, whether at law, in equity or otherwise, that he, she, or it may now have or may hereafter acquire, whether presently known or unknown, against the Insider Insider, the Company or any of the SPAC's their respective officers, directors, employees, agents, affiliates, subsidiaries, successors or assigns relating to any failure to disclose any non-public information in connection with the transaction contemplated by this Agreement, including without limitation, any claims arising under Rule 10-b(5) of 10b-5 promulgated under the Securities and Exchange Act of 1934; Act; and (iii) is aware that the Insider is and the Company are relying on the truth of the representations set forth in Section 3 of this Agreement and the foregoing acknowledgement and waiver in clauses (i) and (ii) above, respectively, in connection with the transactions contemplated by this Agreement. View More
Remedies. a. Upon any Event of Default by AAF, the Authority may pursue any available remedy at law or in equity, including: i. By mandamus or other proceeding at law or in equity, cause AAF to remit to the Authority funds sufficient to enable the Authority to cure the Event of Default. ii. By action or suit in equity, require AAF to account for all moneys owed to the Authority pursuant to this Agreement. iii. By action or suit in equity, seek to enjoin any acts or things which may be unlawful or in breac...h of this Agreement or bring an action for specific performance of AAF's obligations under this Agreement. 36 iv. By applying to a court of competent jurisdiction, seek to cause the appointment of a receiver to manage the Project, establish and collect fees and charges, and apply the revenues to the reduction of the obligations under this Agreement. v. By suing AAF for payment of amounts due, or becoming due, with interest on overdue payments together with all costs of collection, including attorneys' fees. vi. Exercising its self-help right set forth in Subsections 6.b, 6.d and 10.a herein. b. Notwithstanding anything to the contrary contained in this Agreement, the Authority shall only have the right to terminate or seek to terminate or rescind this Agreement for an Event of Default under Subsection 17.a.v regarding failure to complete construction or Subsection 17.a.vi regarding failure to operate (each, a "Termination Event of Default"). The Authority's exercise of its right to require the discontinuation of all construction activities and operation of the Project in Section 13 upon a failure of AAF to comply with the insurance requirements thereof, shall not be construed as or deemed to be a Termination Event of Default nor shall it be deemed a taking under any eminent domain or other law. Moreover, for a Termination Event of Default, the termination of this Agreement shall be the Authority's exclusive remedy therefor. If the Authority elects to terminate this Agreement for a Termination Event of Default, the Authority may do so by providing 90 days advance written notice to AAF (subject to the rights of any Mortgagee under this Agreement, including the rights set forth in Sections 25 through 28). c. AAF may also elect to terminate this Agreement at any time prior to the commencement of construction of the Project on the Property, for any reason or for no reason, by providing 90 days advance written notice to the Authority (subject to the rights of any Mortgagee under this Agreement, including the rights set forth in Sections 25 through 28). Further, in the event that (i) a lease is executed by and between the Department and AAF for the use of State Road 528 right-of-way owned by the Department for the purposes of constructing and operating an Intercity Passenger Rail Service between Orlando and Miami, and (ii) that lease is terminated, then (iii) AAF may elect to terminate this Agreement by providing 90 days advance written notice to the Authority (subject to the rights of any Mortgagee under this Agreement, including the rights set forth in Sections 25 through 28). d. Upon any Event of Default by the Authority, AAF may pursue any available remedy at law or in equity, including the following remedies: i. By mandamus, specific performance action or other proceeding at law or in equity, to require any act not involving the payment of money. ii. By action or suit in equity, seek to enjoin any acts or things which may be unlawful or in breach of this Agreement or for the specific performance of the Authority's obligations under this Agreement other than the payment of money or for damages of any kind or nature whatsoever. 37 e. Notwithstanding the foregoing, or anything to the contrary in this Agreement, in no event shall AAF or the Authority be liable to each other directly for any indirect, punitive, special or consequential damages whether arising in contract, tort or otherwise; provided, however that this provision shall not nullify or excuse AAF's obligation to defend, indemnify, save and hold harmless the Authority from such damages asserted as third party Claims as set forth in Subsection 12(a) herein. Nothing in this Section 18 shall be construed as a waiver or attempted waiver by the Authority of its sovereign immunity in tort under the Constitution and the laws of the State of Florida. The limitation of remedies provided in this paragraph shall survive the expiration or termination of this Agreement.View More
Remedies. a. Upon any Event of Default by AAF, the Authority Department may pursue any available remedy at law or in equity, including: i. a. By mandamus or other proceeding at law or in equity, cause AAF to remit to the Authority Department funds sufficient to enable the Authority Department to cure the Event of Default. ii. b. By action or suit in equity, require AAF to account for all moneys owed to the Authority Department pursuant to this Agreement. iii. c. By action or suit in equity, seek to enjoin... any acts or things which may be unlawful or in breach of this Agreement or bring an action for specific performance of AAF's obligations under this Agreement. 36 iv. unlawful. d. By applying to a court of competent jurisdiction, seek to cause the appointment of a receiver to manage the Project, establish and collect fees and charges, and apply the revenues to the reduction of the obligations under this Agreement. v. e. By suing AAF for payment of amounts due, or becoming due, with interest on overdue payments together with all costs of collection, including attorneys' fees. vi. Exercising its self-help right set forth in Subsections 6.b, 6.d and 10.a herein. b. Notwithstanding anything to the contrary contained in this Agreement, the Authority Department shall only not have the right to terminate or seek to terminate or rescind this Agreement for any Event of Default except for an Event of Default under Subsection 17.a.v Section 17.f regarding failure to complete construction or Subsection 17.a.vi Section 17.g regarding failure to operate (each, a "Termination Event of Default"). The Authority's exercise of its right to require the discontinuation of all construction activities and operation of the Project in Section 13 upon a failure of AAF to comply with the insurance requirements thereof, shall not be construed as or deemed to be a Termination Event of Default nor shall it be deemed a taking under any eminent domain or other law. Moreover, for a Termination Event of Default, the termination of this Agreement shall be the Authority's Department's exclusive remedy therefor. therefor, If the Authority Department elects to terminate this Agreement for a Termination Event of Default, the Authority Department may do so by providing 90 days advance written notice to AAF (subject to the rights of any Leasehold Mortgagee under this Agreement, including the rights set forth in Sections 25 through 28). c. 25 Upon any Event of Default by the Department, AAF may pursue any available remedy at law or in equity. AAF may also elect to terminate this Agreement at any time prior to the commencement of construction of the Project on the Property, for any reason or for no reason, by providing 90 days advance written notice to the Authority Department (subject to the rights of any Leasehold Mortgagee under this Agreement, including the rights set forth in Sections 25 through 28). Further, in the event that (i) (x) a lease is executed by and between the Department Authority and AAF for the use of State Road 528 right-of-way owned by the Department Authority for the purposes of constructing and operating an Intercity Passenger Rail Service intercity passenger rail service between Orlando and Miami, and (ii) (y) that lease is terminated, then (iii) (z) AAF may elect to terminate this Agreement by providing 90 days advance written notice to the Authority Department (subject to the rights of any Leasehold Mortgagee under this Agreement, including the rights set forth in Sections 25 through 28). d. Upon any Event of Default by the Authority, AAF may pursue any available remedy at law or in equity, including the following remedies: i. By mandamus, specific performance action or other proceeding at law or in equity, to require any act not involving the payment of money. ii. By action or suit in equity, seek to enjoin any acts or things which may be unlawful or in breach of this Agreement or for the specific performance of the Authority's obligations under this Agreement other than the payment of money or for damages of any kind or nature whatsoever. 37 e. Notwithstanding the foregoing, or anything to the contrary in this Agreement, in no event shall AAF or the Authority Department be liable to each other directly for any indirect, punitive, special or consequential damages (including, but not limited to, loss of profits, interest, earnings or use) whether arising in contract, tort or otherwise; provided, however that this provision shall not nullify or excuse AAF's obligation to defend, indemnify, save and hold harmless the Authority from such damages asserted as third party Claims as set forth in Subsection 12(a) herein. Nothing in this Section 18 shall be construed as a waiver or attempted waiver by the Authority of its sovereign immunity in tort under the Constitution and the laws of the State of Florida. otherwise. The limitation of remedies provided in this paragraph the preceding sentence shall survive the expiration or termination of this Agreement. View More
