Certain Other Indemnity Matters. Notwithstanding anything to the contrary contained in this Agreement:
Certain Other Indemnity Matters. In the absence of fraud or intentional misrepresentation and without limiting the provisions contemplating the payment of the Adjustment Deficit under Section 2.6.7 and the payment of costs and expenses contemplated by Sections 2.6.7, 2.11.2 and 9.8, following the Closing the sole and exclusive remedies of any Parent Indemnitee and any Company Indemnitee as against any Person from and after the Closing with respect to any and all claims of any kind whatsoever relating to the subject matter of this Agreement shall be pursuant to the indemnification provisions set forth in this Article 9. In furtherance of the foregoing, (in the absence of fraud or intentional misrepresentation and without limiting the provisions contemplating the payment of the Adjustment Deficit under Section 2.6.7 and the payment of costs and expenses contemplated by Sections 2.6.7, 2.11.2 and 9.8) following the Closing each of the parties hereto waives, to the fullest extent permitted under applicable law, and agrees not to assert and to cause each of the other Parent Indemnitees and Company Indemnitees, as applicable not to assert in any action or proceeding of any kind, any and all rights, claims and causes of action (including any such rights, claims or causes of action arising under or based upon common law or other Legal Requirements) it may now or hereafter have against any party hereto and any of their respective Affiliates and their respective members, partners, shareholders, officers, directors, employees, agents and representatives and their respective Affiliates relating to the subject matter of this Agreement, other than claims for indemnification asserted as permitted by and in accordance with the provisions set forth in this Article 9. In no event shall any party be liable for loss of profits or consequential or punitive or incidental damages by reason of a breach of any representation, warranty, covenant or other provision contained in this Agreement or in any Schedule or certificate delivered pursuant hereto; provided, however, to the extent a third party is awarded any lost profits, consequential or punitive or incidental damage, the Parent Indemnitees will be permitted to recover such damages as Losses under this Article 9. Following the Closing all parties (including the Surviving Corporation) shall take all reasonable steps to mitigate all such losses or damages as required under the laws of the State of Washington.
Certain Other Indemnity Matters. From and after the Closing, the Parties sole and exclusive remedy with respect to any and all claims relating to the subject matter of this Agreement, other than claims of fraud or intentional misrepresentation or claims for equitable injunctive relief with respect to any violation of the covenants in Article XII or Section 14.1, shall be pursuant to the provisions set forth in this Article X and Section 9.13.
Certain Other Indemnity Matters. (a) From and after the Closing the Buyer Group's sole and exclusive remedy (other than specific enforcement to the extent otherwise available) with respect to any and all claims relating to the subject matter of this Agreement shall be pursuant to the indemnification provisions set forth in this Section 11. In furtherance of the foregoing, the Buyer hereby, on its own behalf and on behalf of its Affiliates, waives, to the fullest extent permitted under applicable law, and agrees not to assert in any action or proceeding of any kind, any and all rights, claims and causes of action it or such Affiliate may now or hereafter have against the Sellers other than claims for indemnification asserted as permitted by and in accordance with the provisions set forth in this Section 11 (including, without limitation, any such rights, claims or causes of action arising under or based upon common law or other Legal Requirements).
Certain Other Indemnity Matters. After the Closing, the Buyer's sole and exclusive remedy with respect to any and all claims relating to the subject matter of this Agreement (except for disputes with respect to the preparation of the Closing Balance Sheet and the calculation of the Closing Working Capital, which shall be resolved in the manner provided in Section 3.2.2, or claims pursuant to Section 7.12 hereof) shall be pursuant to the indemnification provisions set forth in this Section 11. In furtherance of the foregoing, the Buyer hereby, on its own behalf and on behalf of its Affiliates, waives, to the fullest extent permitted under applicable law, and agrees not to assert in any action or proceeding of any kind, any and all rights, claims and causes of action it or such Affiliate may now or hereafter have against the Sellers other than claims for indemnification asserted as permitted by and in accordance with the provisions set forth in this Section 11 (including any such rights, claims or causes of action arising under or based upon common law or other Legal Requirements).
Certain Other Indemnity Matters. Notwithstanding anything to the contrary contained in this Agreement, if the Closing occurs, (i) no claim for indemnification may be asserted by a Purchaser Indemnified Person against Seller under this Article X if any fact, event or circumstance giving rise to such claim was discovered by or known to Purchaser on or before the Closing Date, and not known to Seller, the Company or any Company Subsidiary, and (ii) no claim for indemnification may be asserted by any Purchaser Indemnified Person with respect to any breach by Seller of any representation or warranty set forth in this Agreement or in the Seller Disclosure Letter if such breach or information regarding such breach will have been disclosed in writing at or prior to the Closing; provided, however, that nothing in this Section 10.3 shall limit or otherwise affect Purchaser's right to be indemnified by Seller with respect to the Special Contingent Liability in accordance with the terms of Section 10.1(b). For purposes of this Section, "known to Purchaser" shall mean all matters actually known by any of Xxxxxx Xxxxx, Xxxxxxx Xxxxxxxxx, Xxxxxxx Xxxxx, Crit XxXxxx, Xxxxx Xxxxxxx or Xxxxxxx Xxxxxxxxxx.
Certain Other Indemnity Matters. (a) From and after the Closing the sole and exclusive remedies of the Company, the Initial Members and USE with respect to any and all claims relating the inaccuracy of any representation or warranty, and breaches of the agreements and covenants, contained in this Agreement shall be pursuant to the indemnification provisions set forth in this Article V. In furtherance of the foregoing, the Company, the Initial Members and USE hereby agree, on their own behalf and on behalf of their Affiliates, waive, to the fullest extent permitted under applicable law, and agree not to assert in any action or proceeding of any kind, any and all rights, claims and causes of action it or such Affiliate may now or hereafter have against the other parties relating to the inaccuracy of any representation or warranty, and breach of any agreement or covenant, other than claims for indemnification asserted as permitted by and in accordance with the provisions set forth in this Section 5.7 (including, without limitation, any such rights, claims or causes of action arising under or based upon common law or other legal requirements).
Certain Other Indemnity Matters. The parties hereto agree that notwithstanding anything to the contrary set forth in this Agreement or otherwise, following the Closing, except with respect to (i) the adjustments provided for in Article II, (ii) claims seeking equitable relief and (iii) claims arising from fraud, the sole and exclusive remedy as against any Person with respect to any and all claims of any kind whatsoever arising out of or relating in any way to this Agreement, any certificate delivered in connection herewith or the subject matter of any of the foregoing shall be pursuant to the indemnification provisions set forth in this Article XII and Section 8.2. In furtherance of the foregoing, each of the Buyer and the Seller hereby waives, to the fullest extent permitted under applicable Law, and agrees not to assert and to cause each of the other Buyer Indemnified Persons or Seller Indemnified Persons, as the case may be, not to assert in any action or proceeding of any kind, any and all rights, claims, remedies and causes of action it may now or hereafter have arising out of or relating in any way to this Agreement or the subject matter of this Agreement, other than claims for indemnification asserted as permitted by and in accordance with the provisions set forth in this Article XII and Section 8.2 (including any such rights, claims or causes of action arising under or based upon common law or other Law, or otherwise).
Certain Other Indemnity Matters. The amount of any and all Claims for which any Buyer Indemnitee or Seller Indemnitee shall be entitled to indemnification pursuant to the provisions of this Article VII shall be determined net of any amounts recovered or recoverable by such Buyer Indemnitee or Seller Indemnitee pursuant to any indemnification by or indemnification agreement or arrangement with third parties or under insurance policies with respect to such Claims (and no right of subrogation shall accrue to any such third party indemnitor or insurer hereunder). Except as set forth in Section 9.2, the foregoing indemnification provisions constitute the sole and exclusive remedy for monetary damages in respect of any breach of or default under this Agreement by any party and each party hereby waives and releases any and all statutory, equitable, or common law remedy for monetary damages such party may have in respect of any breach of or default under this Agreement.
Certain Other Indemnity Matters. (a)From and after the Effective Time, each Stockholders', Parent's, and the Company's sole and exclusive remedy with respect to any and all claims relating to the subject matter of this Agreement shall be pursuant to the indemnification provisions set forth in this Article X. In furtherance of the foregoing, each of the Stockholders, Parent and the Company hereby, on its own behalf and on behalf of its affiliates, waives, to the fullest extent permitted under applicable law, and agrees not to assert in any action or proceeding of any kind, any and all rights, claims and causes of action it or such affiliate may now or -39- 40 hereafter have against the Stockholders or Parent, as the case may be, other than claims for indemnification asserted as permitted by and in accordance with the provisions set forth in this Article X (including, without limitation, any such rights, claims or causes of action arising under or based upon common law or other Legal Requirements); provided, however, that this Section 10.7(a) shall not constitute a waiver by any Stockholder of any claim that he or she may have against Parent, the Company or any affiliate arising out of such Stockholder's relationship with Parent or its affiliates as an employee, officer or director.
