The "sole remedy" clause in a contract specifies that the remedies outlined in the agreement are the exclusive resolutions available to the parties in case of a breach or dispute. By including this clause, parties agree not to seek any additional or alternative legal actions or claims outside what is expressly provided in the contract.
Purchaser agrees that its sole remedy for any failure of Seller to perform any part of this agreement or any other Seller default is limited to the return of such payments. In no event shall Purchaser be entitled to any other damages, including, without limitation, any claimed lost profits, lost revenues, or loss of use of the aircraft.
Termination of the Agreement by the MSGE Group: The sole remedy of the MSGE Signatories for any breach by the Supporting Parties of the Agreement shall be termination of this Joinder Agreement by notice in accordance with the Agreement delivered by the MSGE Group with such notice terminating the Agreement as to all MSGE Signatories. If the MSGE Group terminates this Joinder Agreement, such termination shall not result in a termination of the Agreement as to the other Supporting Parties (other than the MSGE Signatories) and shall not give rise to a termination right under Section 6(a)(xix) for any such Supporting Parties or for the Company under Section 6(b)(iv). For the avoidance of doubt, and notwithstanding anything to the contrary in the Agreement or this Joinder Agreement, the MSGE Group only has the power to terminate the Agreement as to Supporting Governmental Opioid Claimants that are MSGE Signatories.
To the extent that the Company takes any action with respect to a Milestone without the consent of the MSGE Group, the sole remedy afforded to the MSGE Signatories shall be termination of this Joinder Agreement by the MSGE Group.
Sole Remedy. If IDM fails to correct Defects or breaches this Agreement, then Client’s sole and exclusive remedy shall be termination of this Agreement. The remedies expressly granted herein constitute the sole remedy against IDM for any claims concerning the Service or this Agreement.
The closing shall occur on or before May 18, 2021, (the "Closing Date") Prior to the Closing Date Buyer will have the exclusive right to conduct its review of the Properties, including title. As a condition to the Transaction, Buyer must be fully satisfied, in its sole and absolute discretion, with the results of its due diligence investigation. Buyer’s sole remedy for any alleged breach of this agreement, including but not limited to failure of title to one or more of the Properties, shall be termination of this agreement. If additional title review is required by the terms of this Agreement, the Closing Date may be extended without amendment by not more than 14 days to accommodate delays attributable to title review.
Notwithstanding the foregoing, the Note Purchase Agreement provides that, to the extent SCYNEXIS elects, the sole remedy for an event of default relating to certain failures by SCYNEXIS to comply with certain reporting covenants in the Note Purchase Agreement will, for the first 180 days after such event of default, consist exclusively of the right to receive additional interest on the Notes.
Buyer’s sole remedy for any alleged breach of this agreement, including but not limited to failure of title to one or more of the Properties, shall be termination of this agreement.
Buyer’s sole remedy, except in the case of fraud, for any breach of representations and warranties by Seller will be through a representation and warranty insurance policy to be purchased in connection with the consummation of the transactions contemplated by the PSA.
In the event of a “Special Termination” (as defined below) of your employment, your sole remedy shall be that, upon your execution of a Release (as defined below), Company shall pay to you the “Special Termination Payments” (as defined below), and in the event of a “Qualifying Non-renewal” (as defined below), your sole remedy shall be that, upon your execution of a Release, Company shall pay to you the “Non-renewal Payments” (as defined below) provided, Company will cease making Termination Payments (as defined below) if you do not deliver the signed Release within the time period set forth in the Release. In addition, in the event of a Special Termination or Qualifying Non-renewal, Company shall pay to you the “Basic Termination Payments” (as defined below). Special Termination Payments and Non-renewal Payments are sometimes herein referred to collectively as the “Termination Payments.” All payments made to you hereunder shall be subject to applicable withholding, social security taxes and other ordinary and customary payroll deductions, including without limitation medical and other insurance premiums.
Acquisition Sole Remedy. The sole remedy against the Servicer or the Additional Transferor for a breach of the Servicer’s Group Eligibility Representation is to require the Servicer to acquire the related Receivables under this Section 3.4. The Depositor will enforce the Servicer’s acquisition obligation under this Section 3.4. For the avoidance of doubt, nothing contained in this Section 3.4(d) shall limit any remedy of the Trust against the Parent Support Provider contained in the Parent Support Agreement.
If the Expansion Premises Commencement Date has not occurred on or before the Second Outside EP Rent Credit Date, as Tenant’s sole remedy, Tenant shall be entitled to a rent credit against Tenant’s obligation to pay Base Rent (in respect of the Expansion Premises only) equal to two (2) days for each day between the Second Outside EP Rent Credit Date and the Expansion Premises Commencement Date.
The term “sole remedy” refers to a provision in a contract that specifies the exclusive means by which a party can seek redress or compensation for a breach of the terms of that contract. It limits the available remedies to those explicitly listed and bars pursuit of other potential remedies, which might otherwise be available under common law or equity. The purpose of a sole remedy clause is to manage risks and liabilities by defining the extent of compensation or penalty in advance, thus providing clarity and reducing legal uncertainty.
A sole remedy clause should be used when parties to a contract want to:
Common scenarios include service agreements, technology contracts, and construction projects, where parties may wish to cap damages or define exclusive repair or replacement options.
Writing a sole remedy clause involves clarity and specificity. Here’s a step-by-step approach:
Example:
“In the event of any breach of this agreement by the Supplier, the sole remedy of the Purchaser shall be the repair or replacement of the defective products, as detailed in Section 5 of this Agreement. Under no circumstances shall the Supplier be liable for any consequential, incidental, or punitive damages.”
Sole remedy clauses are commonly found in the following types of contracts:
The use and enforceability of sole remedy clauses can significantly depend on the context and jurisdiction. Therefore, it is advisable for parties to consult with legal counsel when drafting or agreeing to such provisions.
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