No Recovery Sample Clauses
The No Recovery clause establishes that a party is not entitled to recover certain types of damages or losses under the agreement. Typically, this clause limits or excludes the ability to claim compensation for indirect, consequential, or special damages, such as lost profits or business interruption, even if such losses arise from a breach of contract. By setting these boundaries, the clause provides certainty regarding the extent of liability and helps prevent protracted disputes over speculative or unforeseeable damages.
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No Recovery. Notwithstanding anything to the contrary in this Section 15 or this Agreement, Purchaser shall not be entitled to indemnification for any Losses pursuant to this Article 15 with respect to any breach of any Covered Representation (as defined below) if a Key Employee had or has actual knowledge of such breach of the Covered Representation prior to or as of the date of this Agreement or one of the Closing Dates, except in the case of ▇▇▇▇▇▇▇▇ “actual knowledge” includes knowledge that ▇▇▇▇▇▇▇▇ would reasonably be expected to have by virtue of his role as Chief Executive Officer of Advanced. As used herein, the term “Covered Representation” means the representations and warranties made by Sellers in Section 6.3; Section 6.5(vi); Section 6.6; Section 6.8, but only as to threatened actions; the last sentence of Section 6.9(a); the last sentence of Section 6.9(b); Section 6.14, as to any known spills or other environmental issues at locations of the Business; and the last sentence of Section 6.15.
No Recovery. In the event no Government Funding approval is obtained through the above services of GrantMatch, no fee shall be due or payable by the Client to GrantMatch.
No Recovery. No Seller Party shall be entitled to indemnification or contribution from any Acquired Company for any Losses that it is obligated to pay pursuant to any Claim brought by a Buyer Indemnitee. The foregoing shall not apply to Claims made against the Partnership, the General Partner or Buyer for a breach of any of the representations, warranties, covenants and agreements of the Partnership, the General Partner or Buyer set forth in this Agreement (each such Claim, a “Permitted Indemnification/Contribution”). If any right of indemnification or contribution from any Acquired Company under the Organizational Documents of such Acquired Company relating to a Claim (other than a claim for Permitted Indemnification/Contribution) is ultimately determined to be unwaivable, the Seller Parties shall indemnify the Buyer or the applicable Acquired Company to the full extent of such recovery. Except as set forth in this Section 10.16, each Seller Party hereby waives and releases any and all rights that it may have to assert claims of indemnification or contribution against any Acquired Company under this Agreement, any other Transaction Document, any other Contract or any provision of its Organizational Documents for any Losses that such Seller Party is obligated to pay pursuant to any Claim brought by a Buyer Indemnitee (other than a claim for Permitted Indemnification/Contribution).
No Recovery. Seller shall not be entitled to indemnification or contribution from any TexStar Company for any Losses that it is obligated to pay pursuant to any Claim brought by a Buyer Indemnitee. The foregoing does not apply to (a) Claims made against the Partnership or Buyer for a breach of any of the representations, warranties, covenants and agreements of the Partnership or Buyer set forth in this Agreement or (b) a claim for indemnification by a Director/Officer Indemnitee under the Organizational Documents of any TexStar Company with respect to any Third Person Claim related to or arising out of or based upon such Director/Officer Indemnitee’s activities as such prior to the Closing except to the extent any such Third Person Claim relates to or arises out of any activities that constitute a breach of any representation or warranty contained in Article III, a breach of any covenant under this Agreement to be performed prior to Closing by Seller or any other matter giving rise to a right to any Buyer Indemnitee to indemnification under Article IX (collectively, a “Permitted Indemnification/Contribution”). If any right of indemnification or contribution from any TexStar Company under the Organizational Documents of such TexStar Company relating to a Claim (other than a claim for Permitted Indemnification/Contribution) is ultimately determined to be unwaivable, Seller shall indemnify the Buyer or the applicable TexStar Company to the full extent of such recovery. Except as set forth in this Section 10.17, Seller hereby waives and releases any and all rights that it may have to assert claims of indemnification or contribution against any TexStar Company under this Agreement, any other Transaction Document, any other Contract or any provision of its Organizational Documents for any Losses that the Seller is obligated to pay pursuant to any Claim brought by a Buyer Indemnitee (other than a claim for Permitted Indemnification/Contribution).
No Recovery. No Principal Stockholder will be entitled to make any Claim for indemnification against Parent, the Merger Sub or, after the Effective Time, the Surviving Corporation by reason of the fact that such Principal Stockholder was a controlling Person, director, employee or representative of the Company or was serving as such for another Person at the request of Parent or the Company (whether such Claim is for Damages of any kind or otherwise and whether such claim is pursuant to any statute, governing documents, contractual obligation or otherwise) with respect to any Claim for which a Parent Indemnitee is entitled to indemnification from a Principal Stockholder under this Agreement.
No Recovery. (a) Notwithstanding anything to the contrary in this Agreement, the sole and exclusive remedy of the Company and its Subsidiaries against the Parents, Merger Sub or the Guarantors for any loss or damage arising out of or related to this Agreement or the transactions contemplated hereby, including any loss or damage suffered as a result of the breach of any representation, warranty, covenant or agreement contained in this Agreement by the Parents or Merger Sub and the failure of the Merger to be consummated for any reason shall be the following, as applicable: (i) the Company may terminate this Agreement to the extent set forth in Section 8.1 and (ii) (A) to the extent this Agreement has been properly terminated in accordance with Section 8.1(i), the Company shall be entitled to be paid an aggregate amount equal to the Reverse Termination Fee to the extent required pursuant to Section 8.3(d), and upon payment of the Reverse Termination Fee in accordance with Section 8.3(d), none of Parents, Merger Sub or the Guarantors shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated by this Agreement or (B) to the extent this Agreement has been terminated other than pursuant to Section 8.1(i), the Company shall be entitled to recover amounts owing, if any, for indemnification pursuant to the last sentence of Section 5.9 up to an aggregate amount for all Persons not to exceed the amount of the Reverse Termination Fee. For the avoidance of doubt, none of the Parents, Merger Sub or the Guarantors shall have any liability or obligation relating to or arising out of this Agreement or the transactions contemplated by this Agreement except as set forth in clauses (A) or (B) above.
(b) The Company agrees that, notwithstanding anything herein to the contrary, (i) in no event shall the Company seek to recover any damages (monetary or otherwise) other than to recover amounts owing, if any, for indemnification pursuant to the last sentence of Section 5.9 up to an aggregate amount from all Persons not to exceed the amount of the Reverse Termination Fee and, to the extent the Reverse Termination Fee is payable pursuant to Section 8.3(d), the payment of the Reverse Termination Fee, but in each case only to the extent and as provided in Section 8.5(a), (ii) the maximum liability of the Guarantors, directly or indirectly, shall be limited to the express obligations of the Guarantors under the Guarantees; and (iii) ...
No Recovery. Existing Shareholders hereby acknowledge, agree and commit that they shall not seek recovery from Target Company for any claim of compensation raised by Party A or its affiliate (including Target Company after Closing Date) against them in accordance with the Agreement, nor shall request Target Company to indemnify them for any payment of compensation or indemnification made by them to Party A or its affiliate (including Target Company after Closing Date) hereunder.
No Recovery. Notwithstanding any other provision of this Agreement, the Purchaser shall not be entitled to indemnification under Section 7.1 in connection with any SLAL Deemed Dividend Tax, or any related interest, penalties or costs, if the Purchaser seeks recovery of any such Tax pursuant to a right of recovery under the ITA or any analogous provincial provision.
No Recovery. In no circumstances whatsoever shall the Maker have any right to recover the amount of any payment made by the Maker under this Note whether by right of reimbursement, subrogation, contribution, indemnification or otherwise arising by contract, operation of law, or under the laws of partnerships, trusts, suretyship, guaranty or fiduciaries, or under any claim of breach of trust or fiduciary duty or otherwise, from the Note Issuer, any Grantor, any direct or indirect equity holders of the Note Issuer or any Grantor, any other issuer of the Permitted Beneficial Notes or any other persons any such right that may exist being fully waived.
No Recovery. The Buyer Indemnitees will not be entitled to recover under this Section 10.1 to the extent that the Losses underlying the subject matter of the claim were reflected in the calculation of any Purchase Price adjustment as finally determined pursuant to Section 2.5