Exclusion of Further Remedies. Save with respect to any Claims under Section 4.1, the Parties agree that the Purchaser's right to an adjustment of the Purchase Price pursuant to this Agreement supersede and replace any statutory rights, warranties or guaranties of the Purchaser under applicable law, and that Purchaser's right to an adjustment of the Purchase Price shall be the exclusive remedy available to the Purchaser. Any claims resulting from statutory Purchaser's rights, warranties or guaranties are herewith excluded to the maximum extent permitted by law.
Exclusion of Further Remedies. 7.7.1 The Purchaser explicitly acknowledges that he acquires the Company based upon its own examination of the Business by the Purchaser’s Guarantor and its advisors.
Exclusion of Further Remedies. To the extent permitted by law, any further claims and remedies of the Purchaser other than explicitly provided for in this Agreement, irrespective of which nature, amount or legal basis, are hereby expressly waived and excluded, in particular, without limitation, claims under pre-contractual fault (Section 311 para. 2 and 3 of the German Civil Code), breach of contract (Pflichtverletzung aus dem Schuldverhältnis) and/or the right to reduce the Base Purchase Price (Minderung) or to rescind this Agreement (Rücktritt), and any liability in tort (Deliktshaftung). For the avoidance of doubt, the Purchaser shall, however, not be restricted from claiming specific performance of any of the Seller’s obligations arising under this Agreement and to claim damages if such obligations are not performed, provided, however, that such damages shall not include any right to rescind this Agreement unless explicitly set forth therein. The remedies provided for in, or resulting from breaches of or non-compliance with, this Agreement shall be the exclusive remedies available to the Purchaser.
Exclusion of Further Remedies. The Parties agree that the remedies for a breach of any of the guaranties of the Seller pursuant to Section 7 above supersede and replace any statutory buyer's rights under applicable law and that such remedies shall, with the exception of breaches of the Seller’s guaranties set forth in Section 7.17a for which the Purchaser’s right to claim indemnification in accordance with Section 10 shall not be excluded, be the exclusive remedies available to the Purchaser if a guaranty of the Seller pursuant to Section 7 above is breached. This shall, in particular, but without limitation, apply to any claims for pre-contractual fault (sec. 311 para. 2 and 3 of the BGB), claims for breach of contract (Pflichtverletzung aus dem Schuldverhältnis), the right to reduce the Purchase Price (Minderung), the right to rescind this Agreement (Rücktritt), and any liability in tort (Deliktshaftung), unless the claim in question is based on a wilful act (vorsätzliche Handlung) or fraudulent misrepresentation (arglistige Täuschung) of the Seller.
Exclusion of Further Remedies. To the extent permitted by law and unless expressly provided otherwise in this Agreement, any further claims and remedies with respect to a breach of a Sellers Guarantee – irrespective of their nature, amount or legal basis – are hereby expressly waived, including without limitation claims for breach of a pre-contractual duty, claims based on a breach of duty in an obligation relationship, claims based on statutory warranty provisions and liability in tort as well as any and all other claims which could, due to a rescission, action for avoidance, reduction of the Total Purchase Price or other reasons, result in the termination, invalidity or a winding-up or restitution ex tunc of this Agreement, in an amendment of its content or in a refund or reduction of the Total Purchase Price, except if and to the extent that any such claim is based on intent or on fraudulent misrepresentation of the Seller.
Exclusion of Further Remedies. To the fullest extent permitted by law, any further claims and remedies other than explicitly provided for in this Agreement, irrespective of their nature, amount or legal basis, are hereby expressly waived and excluded, in particular, without limitation, claims under pre-contractual fault in the context of the initiation, negotiation and preparation of this Agreement (Section 311 Sub-Section 2 and 3 of the German Civil Code), claims for damages for breach of warranty other than as set out in Section 7.1(a), the right to reduce the Purchase Price (Minderung) or to rescind this Agreement (Rücktritt), contest this Agreement (Anfechtung), any form of adaptation or termination or amendment of this Agreement due to mistake or frustration of the contractual basis (Irrtum über oder Wegfall oder Störung der Geschäftsfgrundlage), any liability in tort (Deliktshaftung) or any rights and claims deriving from Section 313 et seq., 434 et seq. or 435 et seq. of the German Civil Code, provided that, for the avoidance of doubt, claims under the legal concept of “positive Vertrags – oder Forderungsverletzung” are excluded so far as they do not arise as a consequence of breach of express obligations in this Agreement other than the Sellers’ Warranties under Section 6.
Exclusion of Further Remedies. To the extent permitted by Law, any further claims and remedies other than explicitly provided for under this Agreement, irrespective of which nature, amount or legal basis, are hereby expressly waived and excluded, in particular, without limitation, claims under pre-contractual fault (Section 311 para. 2 and 3 of the German Civil Code (BGB)), breach of contract (Pflichtverletzung aus dem Schuldverhältnis) and/or the right to reduce the purchase price (Minderung) or to rescind this Agreement (Rücktritt), and any liability in tort (Deliktshaftung), except for deceit (Arglist) and intention (Vorsatz) in which case the principles of German law shall apply without regard to the contractual limitations on liability set forth in this Agreement.
Exclusion of Further Remedies. To the extent permitted by law, any further claims and remedies other than explicitly provided for under Sections 8 and 9 hereof, irrespective of which nature, amount or legal basis, are hereby expressly waived and excluded, in particular, without limitation, claims under pre-contractual fault (Section 311 para. 2 and 3 of the German Civil Code), breach of contract (Pflichtverletzung aus dem Schuldverhältnis), frustration of contract (Section 313 of the German Civil Code) (Störung der Geschäftsgrundlage) and/or the right to reduce the Purchase Price (Minderung) or to rescind this Agreement (Rücktritt), and any liability in tort (Deliktshaftung).
Exclusion of Further Remedies. 12.6.1 To the extent permitted by law, any further claims and remedies for a breach of a guarantee under § 11 other than explicitly provided for under § 12 of this Agreement, irrespective of which nature, amount or legal basis, are hereby expressly waived and excluded, in particular, without limitation, claims under pre-contractual fault (Section 311 para. 2 and 3 BGB), breach of contract (Pflichtverletzung aus dem Schuldverhältnis) and/or claims based on defects of sold asset (gesetzliche Rechts- und Sachmangelgewährleistung), the right to reduce the Aggregated Purchase Price (Minderung) or to rescind this Agreement (Rücktritt), and any liability in tort (Deliktshaftung).
Exclusion of Further Remedies. 12.8.1 The Parties are in agreement that the provisions under this Sec. 11 conclusively set out the entirety of the available claims, rights and remedies of the Purchaser as well as the limitations of liability in case of a Breach of Guarantee.
