Available Remedies Clause Samples

Available Remedies. Upon Licensor giving Licensee a notice of default under Section 15.2, Licensor may, in its sole discretion, terminate this Agreement and all rights granted to Licensee hereunder immediately upon notice to Licensee. Licensor may also, in its sole discretion, exercise any one or more of the following additional remedies: 15.4.1 Institute any and all proceedings permitted by Applicable Laws or in equity with respect to such default, including actions for injunctive and/or declaratory relief (including specific performance) and/or damages; 15.4.2 Suspend or limit Licensee’s rights to develop any Restaurant or grant any Sublicenses as determined by Licensor its sole discretion until the default is cured; 15.4.3 Prohibit any Restaurant from opening or operating until the default is cured; 15.4.4 Eliminate or modify the exclusivity granted in Section 2.2 and immediately conduct and further develop the Brand Restaurant Businesses in the Territory or license one or more third parties to do so; 15.4.5 (i) Purchase from Licensee and its Affiliates (which purchase right shall be transferable) the Brand Restaurant Businesses, or any of them, at fair market value, less any damages to Licensor and its Affiliates resulting from Licensee’s default and (ii) in connection with such purchase, at Licensor’s option and for no additional consideration, require the assignment by Licensee to Licensor (or its designee) of all rights of Licensee under any or all Sublicenses then in effect, in which case Licensor (or its designee) shall assume all obligations of Licensee arising thereunder after such assignment and Licensee shall promptly terminate and enforce the termination of all Sublicenses which Licensor elects not to acquire (collectively, the “Licensor Purchase Right”). Licensor and Licensee will attempt in good faith to agree on the purchase price under subsection 15.4.5(i) and terms and procedures for the exercise of Licensor’s rights hereunder, but if they are unable to agree within a reasonable period of time (not to exceed sixty (60) days), the purchase price, terms and procedures will be determined in accordance with Exhibit D. Licensee shall, and shall cause its Affiliates to, effect the transfers and assignments contemplated by this Section 15.4.5 upon such date as Licensor determines, including executing such further documents as may be required; and 15.4.6 Submit the matter directly to arbitration in accordance with Section 17.3 for the sole purpose of determining th...

Available Remedies. Each party expressly agrees that, consistent with its intention and agreement to be bound by the terms of this Agreement and to consummate the transactions contemplated hereby, subject only to the satisfaction of conditions precedent, the remedy of specific performance shall be available to a non-breaching and non-defaulting party to enforce performance of this Agreement by a breaching or defaulting party, including, without limitation, to require the consummation of the Closing.

Available Remedies. Each Party acknowledges that money damages would not be a sufficient remedy for a breach of this Clause 22. The Parties acknowledge that any violation of this Clause 22 by the Receiving Party may cause the Disclosing Party irreparable harm that could not be fully remedied by monetary damages. Accordingly, if it appears that the Receiving Party has disclosed (or has threatened to disclose) Confidential Information in violation of the Agreement, the Disclosing Party shall have the right, in addition to, and not in lieu of, monetary damages or any other legal or equitable remedy available to it, to seek injunctive or other equitable relief from a court of competent jurisdiction, without the necessity of proving damages or posting any bond, as may be necessary to prevent any such violation.

Available Remedies. If Licensee fails to cure a Material Breach within thirty (30) calendar days of receiving the notice from the Third Party Beneficiary, or is not entitled to notice or opportunity to cure under section 3.4.4.1 (ii) above, Third Party Beneficiary shall provide CI Plus TA with a notice of the actual filing of any Third Party Beneficiary Claims, and shall at CI Plus TA’s request provide copies of material documents to be filed in connection with Third Party Beneficiary’s initiation, institution or pursuit of such Third Party Beneficiary Claim. Third Party Beneficiary’s rights under Third Party Beneficiary Claim will be limited to :

Available Remedies. Unless otherwise provided herein, the parties may do any of the following: i.) enter non-binding mediation; ii) terminate this Agreement; or iii) seek other remedies at law or in equity.

Available Remedies. If Content Distributor fails to cure such a breach no later than thirty (30) days after receiving the notice from the Adopter Beneficiary, or is not entitled to notice or opportunity to cure under section 11.3.2.1 (ii) above, Adopter Beneficiary shall provide CI Plus LLP with a notice of the actual filing of any Adopter Beneficiary Claims, and shall at CI Plus LLP’s request provide copies of material documents to be filed in connection with Adopter Beneficiary’s initiation, institution or pursuit of such Adopter Beneficiary Claim. Adopter Beneficiary’s rights under Adopter Beneficiary Claim will be limited to claims relating to breach of Section 5 (Encoding Rules) of this Agreement.

Available Remedies. Upon a breach of this Agreement by any Party, the non- breaching Parties shall be entitled to pursue all remedies allowed by law or in equity, including but not limited to those remedies established under the Vested Rights Act, and the exercise of one remedy shall not preclude the exercise of any other remedy.

Available Remedies. The Court may do any of the following: (a) Withhold all or any portion of a payment otherwise due to Contractor, exercise any other rights of setoff as may be provided in the Agreement or any other agreement between the Court and Contractor, or charge to Contractor any costs to the Court arising from Contractor’s default, including costs to complete or correct the work; (b) Exercise, following notice, the Court’s right of early termination of the Agreement as provided below; or (c) Seek any other remedy available at law or in equity.

Available Remedies. Seller acknowledges that it would be difficult to fully compensate Buyer or any of its Affiliates or Subsidiaries for damages resulting from any breach by Seller of this Agreement and Seller hereby agrees to stipulate in any proceeding that money damages are insufficient. In the event of any actual or threatened breach of this Agreement, Buyer, its Affiliates and its Subsidiaries shall (in addition to any other remedies which it may have) be entitled to temporary and/or permanent injunctive relief in a court of competent jurisdiction to enforce such provisions and to recover reasonable attorneys’ fees and costs for same, and such relief may be granted without the necessity of proving actual damages; provided that to the extent that Buyer, its Affiliates and its Subsidiaries are unable to obtain injunctive relief, Seller shall remain liable for any and all actual damages incurred by Buyer, its Affiliates or its Subsidiaries as a result of a breach of this Agreement by Seller. The preceding remedies are cumulative and nonexclusive and shall be in addition to any other remedy to which Buyer may be entitled. It is understood by and between the parties hereto that the covenants by Seller set forth in Articles I and II are essential elements of this Agreement and that but for the agreement of Seller to comply with such covenants, Buyer would not have entered into the Stock and Asset Purchase Agreement. Seller further acknowledges that this Agreement as a whole constitutes a material condition to Buyer’s consummation of the transactions contemplated by the Stock and Asset Purchase Agreement and the related documents.