Exclusive Remedies. Subject to Section 9.12, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this ARTICLE VII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their affiliates and each of their respective representatives arising under or based upon any law, rule or regulation, except pursuant to the indemnification provisions set forth in this ARTICLE VII. Nothing in this Section 7.05 shall limit any person’s right to seek and obtain any equitable relief to which any person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any intentional fraud by any party hereto.
Appears in 4 contracts
Samples: Asset Purchase Agreement (SmartStop Self Storage, Inc.), Asset Purchase Agreement (SmartStop Self Storage, Inc.), Asset Purchase Agreement (SmartStop Self Storage, Inc.)
Exclusive Remedies. Subject to Section 9.12, the The parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud breach of contract, fraud, criminal activity or willful misconduct on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this ARTICLE VII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VII. Nothing in this Section 7.05 7.06 shall limit any person’s Person's right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any party's fraudulent, criminal or intentional fraud by any party heretomisconduct.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Cel Sci Corp), Securities Purchase Agreement (Cel Sci Corp), Securities Purchase Agreement (Cel Sci Corp)
Exclusive Remedies. Subject to Section 9.125.07 and Section 10.11, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud fraud, criminal activity or willful misconduct on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, any and all rights, claims claims, and causes of action for any breach of any representation, warranty, covenant, agreement agreement, or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the any other parties hereto and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle VIII. Nothing in this Section 7.05 8.09 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any party’s fraudulent, criminal, or intentional fraud by any party heretomisconduct.
Appears in 4 contracts
Samples: Membership Interest Purchase Agreement (Hightimes Holding Corp.), Membership Interest Purchase Agreement (Hightimes Holding Corp.), Membership Interest Purchase Agreement (Hightimes Holding Corp.)
Exclusive Remedies. Subject to Section 9.1210.13, the parties Parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from fraud, criminal activity or intentional fraud misconduct on the part of a party Party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in Article VI and this ARTICLE VIIArticle VIII. In furtherance of the foregoing, each party Party hereby waives, to the fullest extent permitted under the lawLaw, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties Parties hereto and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in Article VI and this ARTICLE VIIArticle VIII. Nothing in this Section 7.05 8.9 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any Party’s fraudulent, criminal or intentional fraud by any party heretomisconduct.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (AIRO Group, Inc.), Agreement and Plan of Merger (AIRO Group, Inc.), Agreement and Plan of Merger (AIRO Group, Inc.)
Exclusive Remedies. Subject to Section 9.1210.13, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud fraud, criminal activity, or willful misconduct on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this ARTICLE VIIVIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, any and all rights, claims claims, and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VIIVIII. Nothing in this Section 7.05 8.08 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any party’s fraud, criminal activity, or intentional fraud by any party heretomisconduct.
Appears in 4 contracts
Samples: Asset Purchase and Sale Agreement, Asset Purchase and Sale Agreement, Asset Purchase and Sale Agreement (Chugach Electric Association Inc)
Exclusive Remedies. Subject to Section 9.125.4 and Section 10.8, the parties Parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud fraud, criminal activity or willful misconduct on the part of a party Party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle 8. In furtherance of the foregoing, each party Party hereby waives, to the fullest extent permitted under the lawLaw, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties Parties hereto and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle 6. Nothing in this Section 7.05 8.8 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any Party’s fraudulent, criminal or intentional fraud by any party heretomisconduct.
Appears in 3 contracts
Samples: Membership Interest Purchase Agreement (OVERSTOCK.COM, Inc), Membership Interest Purchase Agreement (OVERSTOCK.COM, Inc), Stock Purchase Agreement (OVERSTOCK.COM, Inc)
Exclusive Remedies. Subject to Section 9.1211.12, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud fraud, criminal activity or willful misconduct on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in Article VII and this ARTICLE VIIArticle IX. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in Article VII and this ARTICLE VIIArticle IX. Nothing in this Section 7.05 9.09 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any party’s fraudulent, criminal or intentional fraud by any party heretomisconduct.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (MassRoots, Inc.), Agreement and Plan of Merger (MassRoots, Inc.), Agreement and Plan of Merger (Lime Energy Co.)
Exclusive Remedies. Subject to Section 9.1211.12, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud fraud, criminal activity or willful misconduct on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in Article VII and this ARTICLE VIIArticle IX. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in Article VII and this ARTICLE VIIArticle IX. Nothing in this Section 7.05 9.08 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any party’s fraudulent, criminal or intentional fraud by any party heretomisconduct.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (MassRoots, Inc.), Agreement and Plan of Merger (MassRoots, Inc.), Stock Purchase Agreement (Asure Software Inc)
Exclusive Remedies. Subject to Section 9.125.07 and Section 10.11, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud fraud, criminal activity or willful misconduct on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in ARTICLE VI and this ARTICLE VIIVIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in ARTICLE VI and this ARTICLE VIIVIII. Nothing in this Section 7.05 8.09 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any party’s fraudulent, criminal or intentional fraud by any party heretomisconduct.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Air Industries Group), Stock Purchase Agreement (Cpi Aerostructures Inc), Membership Interest Purchase Agreement (Fat Brands, Inc)
Exclusive Remedies. Subject to Section 9.1210.11, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud fraud, criminal activity or willful misconduct on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein in this Agreement or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in Article VI and this ARTICLE VIIArticle VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein in this Agreement or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in Article VI and this ARTICLE VIIArticle VIII. Nothing in this Section 7.05 8.08 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any party’s fraudulent, criminal or intentional fraud by any party heretomisconduct.
Appears in 3 contracts
Samples: Share Exchange Agreement (Muliang Agritech, Inc.), Agreement and Plan of Reorganization (Development Capital Group, Inc.), Membership Interest Purchase Agreement (Big Sky Productions, Inc.)
Exclusive Remedies. Subject to Section 9.128.12, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud fraud, criminal activity, or willful misconduct on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement agreement, or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this ARTICLE VII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, any and all rights, claims claims, and causes of action for any breach of any representation, warranty, covenant, agreement agreement, or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their affiliates Affiliates, and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VII. Nothing in this Section 7.05 7.07 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any party’s fraudulent, criminal, or intentional fraud by any party heretomisconduct.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Neuraxis, INC), Securities Purchase Agreement (Neuraxis, INC), Securities Purchase Agreement (Neuraxis, INC)
Exclusive Remedies. Subject to Section 9.12, the The parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud fraud, criminal activity or willful misconduct on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle VIII. Nothing in this Section 7.05 8.09 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any party’s fraudulent, criminal or intentional fraud by any party heretomisconduct.
Appears in 3 contracts
Samples: Purchase Agreement (Dorian LPG Ltd.), Purchase Agreement (Dorian LPG Ltd.), Purchase Agreement (Dorian LPG Ltd.)
Exclusive Remedies. Subject to this Article VIII and Section 9.1210.11, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud fraud, criminal activity or willful misconduct on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in Article VI and this ARTICLE VIIArticle VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in Article VI and this ARTICLE VIIArticle VIII. Nothing in this Section 7.05 8.08 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any party’s fraudulent, criminal or intentional fraud by any party heretomisconduct.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Cosmos Health Inc.), Stock Purchase Agreement (Cosmos Holdings Inc.)
Exclusive Remedies. Subject to Section 9.126.07 and Section 10.11, the parties acknowledge and agree that their sole and exclusive remedy after the Closing with respect to any and all claims (other than claims arising from intentional fraud fraud, criminal activity or wilful misconduct on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw following the Closing, except pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle VIII. Nothing in this Section 7.05 8.09 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any Person’s fraudulent, criminal or intentional fraud by any party heretomisconduct.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Diversified Restaurant Holdings, Inc.), Asset Purchase Agreement (Diversified Restaurant Holdings, Inc.)
Exclusive Remedies. Subject to Section 9.1210.12 and Section 9.03, the parties Parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims Claims (other than claims Claims arising from intentional fraud Fraud on the part of a party hereto Party in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle VIII. In furtherance of the foregoing, each party Party hereby waives, to the fullest extent permitted under the lawLaw, any and all rights, claims rights and causes of action Claims for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto Parties and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle VIII. Nothing in this Section 7.05 8.09 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 10.12 or to seek any remedy on account of any intentional fraud Fraud by any party heretoParty.
Appears in 2 contracts
Samples: Purchase Agreement (American Virtual Cloud Technologies, Inc.), Purchase Agreement (Ribbon Communications Inc.)
Exclusive Remedies. Subject to Section 9.1212.12, the parties acknowledge and agree that after the Closing, their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud or willful misconduct on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this ARTICLE VII. Article X. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties party hereto and their affiliates its Affiliates and each of their respective its representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VII. Article X. Nothing in this Section 7.05 10.7 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 12.12 or to seek any remedy on account of any intentional fraud or willful misconduct by any party hereto.
Appears in 2 contracts
Samples: Guaranty Agreement (Green Plains Inc.), Guaranty Agreement (Green Plains Inc.)
Exclusive Remedies. Subject to Section 9.126.07 and Section 10.11, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud fraud, criminal activity or willful misconduct on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle VIII. Nothing in this Section 7.05 8.08 shall limit any person’s Person's right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any party's fraudulent, criminal or intentional fraud by any party heretomisconduct.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Avant Diagnostics, Inc), Asset Purchase Agreement (SMTP, Inc.)
Exclusive Remedies. Subject to Except as provided in Section 9.125.4, Section 9.4, and Section 11.9, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud Fraud, criminal activity, or willful misconduct on the part of a party hereto in connection with the transactions contemplated by this Agreement or claims involving the breach of terms under any promissory note or Security Agreement made by Buyer in favor of Seller in connection with this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle VIII. Nothing in this Section 7.05 8.9 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 5.4, Section 9.4, or Section 11.9 or to seek any remedy on account of any Fraud or criminal or intentional fraud misconduct by any party hereto.
Appears in 2 contracts
Samples: Asset Purchase Agreement (AMEDICA Corp), Asset Purchase Agreement (AMEDICA Corp)
Exclusive Remedies. Subject to Section 9.1210.12, the parties Parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims Claims (other than claims Claims arising from intentional fraud Fraud on the part of a party hereto Party in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle VIII. In furtherance of the foregoing, each party Party hereby waives, to the fullest extent permitted under the lawLaw, any and all rights, claims rights and causes of action Claims for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto Parties and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle VIII. Nothing in this Section 7.05 8.09 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 10.12 or to seek any remedy on account of any intentional fraud Fraud by any party heretoParty.
Appears in 2 contracts
Samples: Purchase Agreement (American Virtual Cloud Technologies, Inc.), Purchase Agreement (Ribbon Communications Inc.)
Exclusive Remedies. Subject to Section 9.1210.11, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud fraud, criminal activity or willful misconduct on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle VIII. Nothing in this Section 7.05 8.9 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any party’s fraudulent, criminal or intentional fraud by any party heretomisconduct.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (Gb Sciences Inc), Membership Interest Purchase Agreement (Gb Sciences Inc)
Exclusive Remedies. Subject to Section 9.12, the The parties acknowledge and agree that from and after Closing their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud Fraud on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this ARTICLE VII. X. In furtherance of the foregoing, each party hereby waives, from and after Closing, to the fullest extent permitted under the lawLaw, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VII. Article X. Nothing in this Section 7.05 10.07 shall limit any person’s Person's right to seek and obtain any equitable relief to which any person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any intentional fraud Fraud by any party hereto.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Travelzoo), Stock Purchase Agreement (Travelzoo)
Exclusive Remedies. Subject Except as provided below with respect to Section 9.126.03, the parties Parties acknowledge and agree that that, from and after Closing, their sole and exclusive remedy with respect to any and all claims (other than Fraud Claims or claims arising from intentional fraud criminal activity on the part of a party Party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, Agreement shall be pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle VIII. In furtherance of the foregoing, each party Party hereby waives, to the fullest extent permitted under the lawLaw, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties Parties hereto and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle VIII. Nothing in this Section 7.05 8.08 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to (including the enforcement of Section 9.12 6.03) or to seek any remedy on account of any intentional fraud by any party heretoPerson’s criminal activity or fraud.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Newpark Resources Inc), Asset Purchase Agreement (Newpark Resources Inc)
Exclusive Remedies. Subject to Section 9.12, the The parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud breach of contract, fraud, criminal activity or wilful misconduct on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this ARTICLE VII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VII. Nothing in this Section 7.05 7.06 shall limit any person’s Person's right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any party's fraudulent, criminal or intentional fraud by any party heretomisconduct.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Cel Sci Corp), Securities Purchase Agreement (Cel Sci Corp)
Exclusive Remedies. Subject to Section 9.1210.11, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud fraud, criminal activity or willful misconduct on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein in this Agreement or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in Article VI and this ARTICLE VIIArticle VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein in this Agreement or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in Article VI and this ARTICLE VIIArticle VIII. Nothing in this Section 7.05 8.09 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any party’s fraudulent, criminal or intentional fraud by any party heretomisconduct.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement, Membership Interest Purchase Agreement (Global Partners Lp)
Exclusive Remedies. Subject to Section 9.126.10, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud fraud, criminal activity or willful misconduct on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this ARTICLE VIISection 5. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VIISection 5. Nothing in this Section 7.05 5.9 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any party’s fraudulent, criminal or intentional fraud by any party heretomisconduct.
Appears in 2 contracts
Samples: Purchase Agreement (STRATA Skin Sciences, Inc.), Asset Purchase Agreement (Ra Medical Systems, Inc.)
Exclusive Remedies. Subject to Section 9.125.04(d), the parties Parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud or criminal activity on the part of a party hereto Party in connection with the transactions contemplated by this Agreementherein) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall will be pursuant to the indemnification provisions set forth in Article VI and this ARTICLE VIIArticle VIII. In furtherance of the foregoing, each party Party hereby waives, to the fullest extent permitted under the lawLaw, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto Parties and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in Article VI and this ARTICLE VIIArticle VIII. Nothing in this Section 7.05 shall 8.09 will limit any personPerson’s right to seek and obtain any equitable relief to which any person shall Person will be entitled pursuant to Section 9.12 or to seek any remedy on account of any intentional fraud by any party heretoor criminal activity on the part of a Party in connection with the transactions contemplated herein.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Gas Natural Inc.), Stock Purchase Agreement (Gas Natural Inc.)
Exclusive Remedies. Subject to Section 9.12Except as otherwise set forth herein, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud on the part of a party hereto in connection with the transactions contemplated by this Agreement) )] for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this ARTICLE VIIVIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VIIVIII. Nothing in this Section 7.05 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any intentional fraud by any party heretothis Agreement.
Appears in 2 contracts
Samples: Share Exchange Agreement (Charge Enterprises, Inc.), Share Exchange Agreement (GoIP GLOBAL, INC.)
Exclusive Remedies. Subject to Section 9.1210.11, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud fraud, criminal activity or willful misconduct on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this ARTICLE VIIVIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VIIVIII. Nothing in this Section 7.05 8.10 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any party’s fraudulent, criminal or intentional fraud by any party heretomisconduct.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (4Front Ventures Corp.), Membership Interest Purchase Agreement
Exclusive Remedies. Subject to Section 9.126.07 and Section 10.12, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud fraud, criminal activity or willful misconduct on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle VIII. Nothing in this Section 7.05 8.08 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any Person’s fraudulent, criminal or intentional fraud by any party heretomisconduct.
Appears in 2 contracts
Samples: Master Purchase Agreement (Emcore Corp), Master Purchase Agreement (Emcore Corp)
Exclusive Remedies. Subject to Section 9.126.07 and Section 10.11, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud or relating to Fraud Matters on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle VIII. Nothing in this Section 7.05 8.09 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any intentional fraud by any party heretoFraud Matters.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Sprague Resources LP)
Exclusive Remedies. Subject to Section 9.1210.11, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud fraud, criminal activity or willful misconduct on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in ARTICLE VI and this ARTICLE VIIVIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in ARTICLE VI and this ARTICLE VIIVIII. Nothing in this Section 7.05 8.06 shall limit any person’s Person's right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any party's fraudulent, criminal or intentional fraud by any party heretomisconduct.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Solar Integrated Roofing Corp.), Agreement and Plan of Merger (Solar Integrated Roofing Corp.)
Exclusive Remedies. Subject to Section 9.129.11 and except for fraud, intentional misrepresentation or willful misconduct, the parties Parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise herein, and any and all claims relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this ARTICLE Article VII. In furtherance of the foregoingforegoing and except for fraud, intentional misrepresentation or willful misconduct, each party Party hereby waives, to the fullest extent permitted under the lawLaw, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise herein, and any and all claims relating to the subject matter of this Agreement it may have against the other parties hereto Parties and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE Article VII. Nothing in this Section 7.05 7.7 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any intentional fraud by any party hereto9.11.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement, Membership Interest Purchase Agreement (VivoPower International PLC)
Exclusive Remedies. Subject to Section 9.1211.13, the parties Parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from fraud, criminal activity or intentional fraud misconduct on the part of a party Party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in Article VII and this ARTICLE VIIArticle IX. In furtherance of the foregoing, each party Party hereby waives, to the fullest extent permitted under the lawLaw, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties Parties hereto and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in Article VII and this ARTICLE VIIArticle IX. Nothing in this Section 7.05 9.9 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any Party’s fraudulent, criminal or intentional fraud by any party heretomisconduct.
Appears in 2 contracts
Samples: Equity Purchase Agreement (AIRO Group, Inc.), Equity Purchase Agreement (AIRO Group, Inc.)
Exclusive Remedies. Subject to Section 9.12, the parties acknowledge and agree that their The sole and exclusive remedy of the parties and their heirs, successors and assigns after the Closing with respect to a claim of Losses relating to this Agreement or the Merger, whether direct or resulting from any and all claims claim brought by a third party (other than claims arising from intentional fraud fraud, criminal activity or willful misconduct on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, Agreement shall be pursuant to the indemnification provisions set forth in ARTICLE VI and this ARTICLE VII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in ARTICLE VI and this ARTICLE VII. Nothing in this Section 7.05 7.09 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any party’s fraudulent, criminal or intentional fraud by any party heretomisconduct.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Argo Blockchain PLC), Agreement and Plan of Merger (Argo Blockchain PLC)
Exclusive Remedies. Subject to Section 9.1210.12, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud Fraud on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle VIII. In furtherance of the foregoing, except with respect to Section 10.12, each party hereby waives, to the fullest extent permitted under the lawLaw, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties party hereto and their affiliates its Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle VIII. Nothing in this Section 7.05 8.07 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 10.12 or to seek any remedy on account of any intentional fraud Fraud by any party hereto.
Appears in 2 contracts
Samples: License Purchase Agreement (Planet 13 Holdings Inc.), License Purchase Agreement
Exclusive Remedies. Subject to Section 9.1210.11, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud fraud, criminal activity or willful misconduct on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in Article VI and this ARTICLE VIIArticle VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in Article VI and this ARTICLE VIIArticle VIII. Nothing in this Section 7.05 8.09 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any party’s fraudulent, criminal or intentional fraud by any party heretomisconduct.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (XLR Medical Corp.), Agreement and Plan of Merger (SRAX, Inc.)
Exclusive Remedies. Subject to Section 9.129.11, the parties Parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud fraud, criminal activity or willful misconduct on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this ARTICLE Article VII. In furtherance of the foregoing, each party Party hereby waives, to the fullest extent permitted under the lawLaw, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE Article VII. Nothing in this Section 7.05 7.07 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any party’s fraudulent, criminal or intentional fraud by any party heretomisconduct.
Appears in 2 contracts
Samples: Assignment Agreement (Xenetic Biosciences, Inc.), Assignment Agreement (Xenetic Biosciences, Inc.)
Exclusive Remedies. Subject to Section 9.126.08 and Section 10.11, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional and actual fraud or criminal activity on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle VIII. Nothing in this Section 7.05 8.08 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any party’s fraudulent, criminal or intentional fraud by any party heretomisconduct.
Appears in 2 contracts
Samples: Asset Purchase Agreement (RE/MAX Holdings, Inc.), Asset Purchase Agreement (RE/MAX Holdings, Inc.)
Exclusive Remedies. Subject to Section 9.125.02 and Section 9.11 and the last sentence of Section 3.11, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from fraud or intentional fraud misrepresentation on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in Article VI and this ARTICLE VIIArticle VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in Article VI and this ARTICLE VIIArticle VIII. Nothing in this Section 7.05 8.08 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any Person’s fraud or intentional fraud by any party heretomisrepresentation.
Appears in 2 contracts
Samples: Securities and Asset Purchase Agreement (Easylink Services International Corp), Securities and Asset Purchase Agreement (Premiere Global Services, Inc.)
Exclusive Remedies. Subject to Section 9.12Except as set forth below, the parties Parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud fraud, criminal activity or willful misconduct on the part of a party Party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreementherein, shall be pursuant to the indemnification provisions set forth in this ARTICLE VIIVI. In furtherance of the foregoing, each party Party hereby waives, to the fullest extent permitted under the lawLaw, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties Parties hereto and their affiliates and each of their respective representatives arising under or based upon any law, rule or regulationAffiliates, except pursuant to the indemnification provisions set forth in this ARTICLE VIIVI. Nothing Notwithstanding the foregoing or elsewhere in this Section 7.05 Agreement, nothing in this Agreement shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 enforce the covenants set forth herein, or to seek any remedy on account of any intentional fraud by any party heretoParty’s fraudulent, criminal or willful misconduct.
Appears in 2 contracts
Samples: Shareholders Agreement (Cerberus Cyber Sentinel Corp), Agreement and Plan of Merger (Cerberus Cyber Sentinel Corp)
Exclusive Remedies. Subject to Section 9.1213.12, the parties Parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims Claims (other than claims arising from fraud, intentional fraud misrepresentation or criminal conduct on the part of a party Party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle 9. In furtherance of the foregoing, each party Party hereby waives, to the fullest extent permitted under the lawApplicable Law, any and all rights, claims Claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties Parties hereto and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationApplicable Law, except pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle 9. Nothing in this Section 7.05 9.07 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 6.06 or Section 12.03 or to seek any remedy on account of any intentional willful misrepresentation or fraud by any party Party hereto.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Capital Properties Inc /Ri/), Asset Purchase Agreement (Sprague Resources LP)
Exclusive Remedies. Subject to Section 9.126.07 and Section 10.12 and except as provided in Section 10.07 or otherwise in this Article VIII, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud fraud, criminal activity or willful misconduct on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle VIII or the offset and other rights expressly provided in Section 15.21 or Section 15.22 of the LLC Agreement or pursuant to the Rep & Warranty Policy. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle VIII or the offset and other rights expressly provided in Section 15.21 or Section 15.22 of the LLC Agreement. Nothing in this Section 7.05 8.10 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any party’s fraudulent, criminal or intentional fraud by any party heretomisconduct.
Appears in 2 contracts
Samples: Asset Purchase Agreement (VOXX International Corp), Asset Purchase Agreement (VOXX International Corp)
Exclusive Remedies. Subject to Section 9.126.06 and Section 10.11, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud fraud, criminal activity or willful misconduct on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this ARTICLE VIIVIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VIIVIII. Nothing in this Section 7.05 8.08 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any party’s fraudulent, criminal or intentional fraud by any party heretomisconduct.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (CLS Holdings USA, Inc.), Membership Interest Purchase Agreement
Exclusive Remedies. Subject to Section 9.1210.12, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud fraud, criminal activity or willful misconduct on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in Article VI and this ARTICLE VIIArticle VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in Article VI and this ARTICLE VIIArticle VIII. Nothing in this Section 7.05 8.08 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any party’s fraudulent, criminal or intentional fraud by any party heretomisconduct.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (InMed Pharmaceuticals Inc.), Agreement and Plan of Reorganization (InMed Pharmaceuticals Inc.)
Exclusive Remedies. Subject to Section 9.12, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud Fraud on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this ARTICLE VII. In furtherance of the foregoing, except with respect to Section 9.12, each party hereby waives, to the fullest extent permitted under the lawLaw, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE Article VII. Nothing in this Section 7.05 7.07 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any intentional fraud Fraud by any party hereto.
Appears in 2 contracts
Samples: Securities Exchange Agreement (Ecoark Holdings, Inc.), Securities Exchange Agreement (Humbl, Inc.)
Exclusive Remedies. Subject to Section 9.126.1 and Section 10.11, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud fraud, criminal activity or willful misconduct on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle VIII. Nothing in this Section 7.05 8.9 shall limit any person’s Person's right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any Person's fraudulent, criminal or intentional fraud by any party heretomisconduct.
Appears in 1 contract
Exclusive Remedies. Subject to Section 9.1210.11, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle VIII. Nothing in this Section 7.05 8.07 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 10.11 or to seek any remedy on account of any intentional fraud by any party hereto.
Appears in 1 contract
Exclusive Remedies. Subject to Section 9.12, the parties The Parties acknowledge and agree that their the sole and exclusive remedy of any Parent Indemnitee with respect to any and all claims (other than claims arising from intentional fraud on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle XI. In furtherance of the foregoing, each party Parent on behalf of all Parent Indemnitees hereby waives, to the fullest extent permitted under the lawLaw, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their affiliates Affiliates and each of their respective representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle XI. Nothing in this Section 7.05 11.8 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to any other Section 9.12 of this Agreement or to seek any remedy on account of any fraud, intentional fraud misrepresentation or willful misconduct by any party Party hereto.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Lionheart Acquisition Corp. II)
Exclusive Remedies. Subject to Section 9.126.08 and Section 10.11, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud fraud, criminal activity or willful misconduct on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle VIII. Nothing in this Section 7.05 8.08 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any party’s fraudulent, criminal or intentional fraud by any party heretomisconduct.
Appears in 1 contract
Exclusive Remedies. Subject to the provisions of Section 9.129 of this Agreement relating to specific performance, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this ARTICLE Article VII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE Article VII. Nothing in this Section 7.05 7.07 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account 9 of any intentional fraud by any party heretothis Agreement.
Appears in 1 contract
Exclusive Remedies. Subject to Section 9.126.06 and Section 10.11, the parties Parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud fraud, criminal activity or willful misconduct on the part of a party Party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle VIII. In furtherance of the foregoing, each party Party hereby waives, to the fullest extent permitted under the lawLaw, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties Parties hereto and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle VIII. Nothing in this Section 7.05 8.09 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any Party’s fraudulent, criminal or intentional fraud by any party heretomisconduct.
Appears in 1 contract
Exclusive Remedies. Subject to Section 9.12, the The parties acknowledge and agree that from and after the Closing their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, Agreement shall be pursuant to the indemnification provisions set forth in this ARTICLE VIIVI. In furtherance of the foregoing, each party hereby waives, from and after the Closing, to the fullest extent permitted under the lawLaw, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their affiliates and each of their respective representatives Affiliates arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle VI. Nothing in this Section 7.05 6.07 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person such Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any intentional fraud by any party hereto.
Appears in 1 contract
Samples: Stock Purchase Agreement (China Green Agriculture, Inc.)
Exclusive Remedies. Subject to Section 9.1210.13, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from Fraud, criminal activity or intentional fraud misconduct on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in Article VI and this ARTICLE VIIArticle IX. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in Article VI and this ARTICLE VIIArticle IX. Nothing in this Section 7.05 Article IX shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any party’s Fraudulent, criminal or intentional fraud by any party hereto.misconduct. 76
Appears in 1 contract
Samples: Agreement and Plan of Merger (Acreage Holdings, Inc.)
Exclusive Remedies. Subject to Section 9.126.06 and Section 10.11, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud fraud, criminal activity or willful misconduct on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle VIII. Nothing in this Section 7.05 8.09 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any party’s fraudulent, criminal or intentional fraud by any party heretomisconduct.
Appears in 1 contract
Exclusive Remedies. Subject to Section 9.1210.11, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this ARTICLE VIIVIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VIIVIII and other than claims arising from fraud on the part of a party hereto in connection with the transactions contemplated by this Agreement. Nothing in this Section 7.05 8.07 shall limit any personPerson’s right (a) to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 10.11 or (b) to seek any remedy on account of any intentional fraud by any party hereto.
Appears in 1 contract
Exclusive Remedies. Subject to Section 9.127.6 and Section 10.11, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud fraud, criminal activity or willful misconduct on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle IX. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle IX. Nothing in this Section 7.05 9.9 shall limit any person’s Person's right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any party's fraudulent, criminal or intentional fraud by any party heretomisconduct.
Appears in 1 contract
Exclusive Remedies. Subject to Section 9.128.02 and Section 9.11, the parties acknowledge and agree that following the Closing their sole and exclusive remedy with respect to any and all claims (other than claims arising from for intentional fraud on the part breach of a party hereto in connection with the transactions contemplated by this Agreementrepresentation or fraud) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in Section 5.03(b) and this ARTICLE Article VII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, any and all rights, claims and causes of action (other than those for intentional breach or fraud) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to Section 8.02, Section 9.11 or the indemnification provisions set forth in Section 5.03(b) and this ARTICLE Article VII, or for intentional breach or fraud. Nothing in this Section 7.05 7.06 shall limit the recourse of Sellers pursuant to Section 8.02 or of any personPerson pursuant to Section 9.11, or limit any Person’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 9.11 or to seek and obtain any remedy on account of any intentional breach or fraud by any party heretoparty.
Appears in 1 contract
Exclusive Remedies. Subject to Section 9.128.12, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud fraud, criminal activity or willful misconduct on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this ARTICLE VII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VII. Nothing in this Section 7.05 7.06 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any party’s fraudulent, criminal or intentional fraud by any party heretomisconduct.
Appears in 1 contract
Samples: Securities Purchase Agreement (Verus International, Inc.)
Exclusive Remedies. Subject to Section 9.1210.12, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this ARTICLE VIIVIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their affiliates and each of their respective representatives arising under or based upon any law, rule or regulation, except pursuant to the indemnification provisions set forth in this ARTICLE VIIVIII. Nothing in this Section 7.05 8.05 shall limit any person’s right to seek and obtain any equitable relief to which any person shall be entitled pursuant to Section 9.12 10.12 or to seek any remedy on account of any intentional fraud by any party hereto.
Appears in 1 contract
Samples: Asset Purchase Agreement (SmartStop Self Storage, Inc.)
Exclusive Remedies. Subject to Section 9.121.06, Section 5.03 and Section 8.11, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud or criminal activity on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle VI. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle VI. Nothing in this Section 7.05 6.09 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any intentional fraud by any party heretoparty’s fraudulent or criminal misconduct.
Appears in 1 contract
Exclusive Remedies. Subject to Section 9.129.11, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud fraud, criminal activity or willful misconduct on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in Article VI and this ARTICLE VIIArticle VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in Article VI and this ARTICLE VIIArticle VIII. Nothing in this Section 7.05 8.08 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any party’s fraudulent, criminal or intentional fraud by any party heretomisconduct.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Us Energy Corp)
Exclusive Remedies. Subject to Section 9.1210.11, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud Fraud on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall will be pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle VIII. Nothing in this Section 7.05 shall 8.7 will limit any personPerson’s right to seek and obtain any equitable relief to which any person shall Person will be entitled pursuant to Section 9.12 10.11 or to seek any remedy on account of any intentional fraud Fraud by any party hereto.
Appears in 1 contract
Samples: Asset Purchase Agreement
Exclusive Remedies. Subject to Section 9.128.11, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud fraud, criminal activity or willful misconduct on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in Article VI and this ARTICLE Article VII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationApplicable Law, except pursuant to the indemnification provisions set forth in Article VI and this ARTICLE Article VII. Nothing in this Section 7.05 7.08 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any intentional fraud by party’s fraudulent, criminal or willful misconduct. For the avoidance of doubt, and notwithstanding any provision of this Agreement to the contrary, nothing herein shall limit the recourse of a party heretoto the License Agreement in accordance with its terms or any remedies available to a party in law or equity related to the License Agreement.
Appears in 1 contract
Exclusive Remedies. Subject to this Article VIII and Section 9.1210.11, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud fraud, criminal activity or willful misconduct on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in Article VI and this ARTICLE VIIArticle VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in Article VI and this ARTICLE VII. Nothing in this Section 7.05 shall limit any person’s right to seek and obtain any equitable relief to which any person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any intentional fraud by any party hereto.Article
Appears in 1 contract
Samples: Stock Purchase Agreement (American International Holdings Corp.)
Exclusive Remedies. Subject to Section 9.126.07 and Section 10.12, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud fraud, criminal activity or willful misconduct on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle VIII. Nothing in this Section 7.05 8.08 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any Person’s fraudulent, criminal or intentional fraud by any party hereto.misconduct. Section 8.09
Appears in 1 contract
Samples: Master Purchase Agreement
Exclusive Remedies. Subject to Except as set forth in Section 9.126.04, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud or criminal activity on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle VIII. Nothing in this Section 7.05 8.09 shall limit any person’s Person's right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any intentional fraud by any party heretoparty's fraudulent or criminal activity.
Appears in 1 contract
Exclusive Remedies. Subject to Section 9.1210.13, the parties Parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud or criminal misconduct on the part of a party Party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in Article VI and this ARTICLE VIIArticle VIII. In furtherance of the foregoing, each party Party hereby waives, to the fullest extent permitted under the lawLaw, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties Parties hereto and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in Article VI and this ARTICLE VIIArticle VIII. Nothing in this Section 7.05 8.9 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any Party’s fraudulent, criminal or intentional fraud by any party heretomisconduct.
Appears in 1 contract
Exclusive Remedies. Subject to Section 9.126.05 and Section 10.11, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud or willful misconduct on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this ARTICLE VIIVIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VIIVIII. Nothing in this Section 7.05 8.09 shall limit any person’s Person's right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any party's fraudulent, criminal or intentional fraud by any party heretomisconduct.
Appears in 1 contract
Samples: Asset Purchase Agreement (Super League Gaming, Inc.)
Exclusive Remedies. Subject to Section 9.125.7 and Section 9.11, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud Fraud, criminal activity, or willful misconduct on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this ARTICLE Article VII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE Article VII. Nothing in this Section 7.05 7.8 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any intentional fraud by any party heretoparty’s Fraud or criminal or willful misconduct.
Appears in 1 contract
Exclusive Remedies. Subject to Except as set forth in Section 9.126.04, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud or criminal activity on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle VIII. Nothing in this Section 7.05 8.09 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any intentional fraud by any party heretoparty’s fraudulent or criminal activity.
Appears in 1 contract
Exclusive Remedies. Subject to Section 9.128.12, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud fraud, criminal activity or willful misconduct on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this ARTICLE Article VII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE Article VII. Nothing in this Section 7.05 7.06 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any party’s fraudulent, criminal or intentional fraud by any party heretomisconduct.
Appears in 1 contract
Exclusive Remedies. Subject to Section 9.12, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud fraud, criminal activity, or willful misconduct on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement agreement, or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this ARTICLE VII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, any and all rights, claims claims, and causes of action for any breach of any representation, warranty, covenant, agreement agreement, or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their affiliates Affiliates, and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VII. Nothing in this Section 7.05 7.08 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any party’s fraudulent, criminal, or intentional fraud by any party heretomisconduct.
Appears in 1 contract
Samples: Securities Purchase Agreement
Exclusive Remedies. Subject to Section 9.126.08 and Section 10.11, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional and actual fraud or criminal activity on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle VIII. Nothing in this Section 7.05 8.09 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any party’s fraudulent, criminal or intentional fraud by any party heretomisconduct.
Appears in 1 contract
Exclusive Remedies. Subject to Except for remedies that cannot be waived as a matter of Law and injunctive and provisional relief (including specific performance), this Article IX and the provisions of Section 9.12, 6.10 shall be the parties acknowledge and agree that their sole and exclusive remedy for breaches of this Agreement (including the breach of or inaccuracy in any covenant, obligation, representation or warranty contained in this Agreement or in any certificate or other document delivered pursuant to this Agreement); provided, however, that in the event of intentional fraud, intentional misrepresentation or willful breach of the covenants or agreements contained herein, by Buyer or any Seller, any Indemnified Party shall have all remedies available at Law or in equity (including for tort) with respect to any and all claims (other than claims arising from intentional fraud on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this ARTICLE VIIthereto. In furtherance of the foregoing, each party hereby waiveswaives (on behalf of itself and of its Affiliates), to the fullest extent permitted under the lawLaw, any and all rights, claims and causes of action for any breach of or inaccuracy in any representation, warranty, covenant, agreement or obligation set forth herein in this Agreement or otherwise relating to the subject matter of this Agreement that it may have against the other parties hereto and their affiliates and each of their respective representatives arising under or Affiliates, based upon on any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VII. Nothing Article IX, Section 6.10, and as otherwise expressly provided in this Section 7.05 shall limit any person’s right to seek and obtain any equitable relief to which any person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any intentional fraud by any party heretothe preceding sentence.
Appears in 1 contract
Exclusive Remedies. Subject to Section 9.1210.11, the parties Parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud fraud, criminal activity or willful misconduct on the part of a party Party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in ARTICLE VI and this ARTICLE VIIVIII. In furtherance of the foregoing, each party Party hereby waives, to the fullest extent permitted under the lawLaw, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto Parties and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in ARTICLE VI and this ARTICLE VIIVIII. Nothing in this Section 7.05 8.05 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any Party’s fraudulent, criminal or intentional fraud by any party heretomisconduct.
Appears in 1 contract
Exclusive Remedies. Subject to Section 9.1212.12, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from Fraud, criminal activity or intentional fraud misconduct on the part of a party hereto in connection with the transactions contemplated by this AgreementTransactions) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this AgreementAgreement , shall be pursuant to the indemnification provisions set forth in this ARTICLE VII. Article X. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawApplicable Law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationApplicable Law, except pursuant to the indemnification provisions set forth in this ARTICLE VII. Article X. Nothing in this Section 7.05 10.09 shall limit any person’s Person's right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any party's Fraud, criminal activity or intentional fraud by any party heretomisconduct.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Medicine Man Technologies, Inc.)
Exclusive Remedies. Subject to Section 9.1211(k), the parties Parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud Fraud, criminal activity or willful misconduct on the part of a party Party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this ARTICLE VIISection 9. In furtherance of the foregoing, each party Party hereby waives, to the fullest extent permitted under the lawLaw, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties Parties hereto and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VIISection 9. Nothing in this Section 7.05 9(h) shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any Party’s Fraud, criminal or intentional fraud by any party heretomisconduct.
Appears in 1 contract
Samples: Agreement and Plan of Merger (4Front Ventures Corp.)
Exclusive Remedies. Subject to (and without limiting the effects of) the terms of Section 9.128.11, the parties Parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud Fraud on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise arising or relating to this Agreement or the subject matter of this Agreementhereof, shall be pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle 7. In furtherance of the foregoing, each party Party hereby waives, to the fullest extent permitted under the lawLaw, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties Parties hereto and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle 7. Nothing in this Section 7.05 7.8 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any intentional fraud Fraud by any party hereto.
Appears in 1 contract
Samples: Asset Purchase Agreement (Blue Apron Holdings, Inc.)
Exclusive Remedies. Subject to Section 9.128.11 of this Agreement, the parties Parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this ARTICLE VII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties Parties hereto and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VII. Nothing in this Section 7.05 7.07 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 8.11 of this Agreement or to seek any remedy on account of any intentional fraud by any party hereto.
Appears in 1 contract
Exclusive Remedies. Subject to Section 9.12, the The parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud Fraud, criminal activity, or willful misconduct on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement agreement, or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this ARTICLE Article VII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement agreement, or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE Article VII. Nothing in this Section 7.05 Article VII shall limit any personPerson’s right to seek and obtain any amount of indemnification or equitable relief to which any person shall be entitled pursuant to Section 9.12 or to seek any other remedy on account of any intentional fraud Fraud, criminal activity, or willful misconduct by any party hereto.
Appears in 1 contract
Exclusive Remedies. Subject to Section 9.1210.13, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from fraud, criminal activity or intentional fraud misconduct on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in Article VI and this ARTICLE VIIArticle IX. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in Article VI and this ARTICLE VIIArticle IX. Nothing in this Section 7.05 Article IX shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 entitled, or to seek any remedy remedy, on account of any party’s fraudulent, criminal or intentional fraud by any party heretomisconduct.
Appears in 1 contract
Samples: Agreement and Plan of Merger
Exclusive Remedies. Subject to Section 5.7, and Section 9.12, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud fraud, criminal activity or willful misconduct on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to under the indemnification provisions set forth in this ARTICLE VIIArticle 7. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to under the indemnification provisions set forth in this ARTICLE VIIArticle 7. Nothing in this Section 7.05 7.9 shall limit any person’s Person's right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any intentional fraud by any party heretoparty's fraudulent, criminal or willful misconduct.
Appears in 1 contract
Exclusive Remedies. Subject to Section 9.12, the The parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud or willful breach on the part of a party hereto in connection with the transactions contemplated by this AgreementAgreement or under Sections 1.3, 1.4 or 9.4 to enforce any decision or determination of the Independent Accountant ) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this ARTICLE VIISection 8. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VIISection 8. Nothing in this Section 7.05 8.9 shall limit any person’s Person's right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any intentional fraud or willful breach by any party hereto.
Appears in 1 contract
Samples: Membership Interest Purchase and Contribution Agreement (Salona Global Medical Device Corp)
Exclusive Remedies. Subject to Section 9.125.05 and Section 9.11, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud fraud, criminal activity or willful misconduct on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this ARTICLE Article VII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE Article VII. Nothing in this Section 7.05 7.08 shall limit any person’s Person's right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any intentional fraud by any party heretoparty's fraudulent, criminal or willful misconduct.
Appears in 1 contract
Samples: Share Purchase Agreement
Exclusive Remedies. Subject to Section 9.1210.12, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud fraud, criminal activity or willful misconduct on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in Article VI and this ARTICLE VIIArticle VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in Article VI and this ARTICLE VIIArticle VIII. Nothing in this Section 7.05 8.08 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any intentional fraud by any party heretoparty’s fraudulent, criminal or willful misconduct.
Appears in 1 contract
Samples: Membership Interest and Asset Purchase Agreement (CONSOL Energy Inc)
Exclusive Remedies. Subject to Section 9.1210.11, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from fraud, intentional fraud misrepresentation, criminal activity or willful misconduct on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle VIII. Nothing in this Section 7.05 8.09 shall limit any person’s Person's right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any party's fraudulent, criminal or intentional fraud by any party heretomisconduct or misrepresentation.
Appears in 1 contract
Exclusive Remedies. Subject to Section 9.124.17 and Section 9.11, the parties acknowledge and agree that from and after the Closing Date, their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud or intentional misrepresentation on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this ARTICLE Article VII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE Article VII. Nothing in this Section 7.05 7.7 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 9.11 or to seek any remedy on account of any intentional fraud by any party hereto.
Appears in 1 contract
Exclusive Remedies. Subject to Section 9.125.02, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud or criminal activity on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in ARTICLE VI and this ARTICLE VIIVIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in ARTICLE VI and this ARTICLE VIIVIII. Nothing in this Section 7.05 8.08 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any intentional party’s fraud by any party heretoor criminal conduct.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Enservco Corp)
Exclusive Remedies. Subject to Section 9.126.06 and Section 10.11, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud fraud, criminal activity or willful misconduct on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle VIII. Nothing in this Section 7.05 8.09 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any Person’s fraudulent, criminal or intentional fraud by any party heretomisconduct.
Appears in 1 contract
Samples: Asset Purchase Agreement (Xenetic Biosciences, Inc.)
Exclusive Remedies. Subject to Section 9.126.5 and Section 8.12, the parties Parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud fraud, criminal activity or willful misconduct on the part of a party Party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to under the indemnification provisions set forth in this ARTICLE Article VII. In furtherance of the foregoing, each party Party hereby waives, to the fullest extent permitted under the lawLaw, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties Parties hereto and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to under the indemnification provisions set forth in this ARTICLE Article VII. Nothing in this Section 7.05 7.9 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any intentional fraud by any party heretoParty’s fraudulent, criminal or willful misconduct.
Appears in 1 contract
Samples: Share Purchase Agreement (Inpixon)
Exclusive Remedies. Subject to Section 9.129.13, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this AgreementAgreement (except as may arise from a claim of fraud, criminal activity, willful misconduct, and as set forth in Section 2.04, Section 6.04, and Section 9.13) shall be pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their affiliates and each of their respective representatives Affiliates arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle VIII (except as may arise from a claim for fraud, criminal activity, willful misconduct, and as set forth in Section 2.04, Section 6.04, and Section 9.13). Nothing in this Section 7.05 8.07 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 2.04, Section 6.04, or to seek any remedy on account of any intentional fraud by any party heretoSection 9.13.
Appears in 1 contract
Samples: Equity Purchase Agreement (Digerati Technologies, Inc.)
Exclusive Remedies. Subject to Section 9.126.9 and Section 10.11, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud fraud, criminal activity or wilful misconduct on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement agreement, or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to under the indemnification provisions set forth in this ARTICLE VIISection 8. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, any and all rights, claims claims, and causes of action for any breach of any representation, warranty, covenant, agreement agreement, or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to under the indemnification provisions set forth in this ARTICLE VIISection 8. Nothing in this Section 7.05 8.9 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any intentional fraud by any party heretoparty’s fraudulent, criminal, or wilful misconduct.
Appears in 1 contract
Exclusive Remedies. Subject to Section 9.1210.11, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud fraud, criminal activity or willful misconduct on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle VIII. Nothing in this Section 7.05 8.10 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any party’s fraudulent, criminal or intentional fraud by any party heretomisconduct.
Appears in 1 contract
Exclusive Remedies. Subject to Section 9.126.6 and Section 6.7, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud Fraud on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this ARTICLE VII9, including the R&W Policy. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VII9. Nothing in this Section 7.05 9.9 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any intentional fraud by any party heretothe other party’s Fraud.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Hc2 Holdings, Inc.)
Exclusive Remedies. Subject to Section 9.125.03 and Section 8.09, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud on the part of or criminal activity by a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall will be pursuant to the indemnification provisions set forth in ARTICLE VI and this ARTICLE VII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in ARTICLE VI and this ARTICLE VII. Nothing in this Section 7.05 shall 7.08 will limit any personPerson’s right to seek and obtain any equitable relief to which any person shall Person may be entitled pursuant to Section 9.12 or to seek any remedy on account of any intentional fraud by any party heretoparty’s fraudulent or criminal conduct.
Appears in 1 contract
Samples: Asset Purchase Agreement (Hudson Technologies Inc /Ny)
Exclusive Remedies. Subject to Section 9.1210.11, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional common law fraud on the part of a party hereto in connection with the transactions contemplated by this Agreement) against each other or for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this ARTICLE VIIVIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement or any other matter it may have against the other parties hereto and their affiliates Affiliates and each of their respective representatives Representatives, arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VIIVIII. Nothing in this Section 7.05 8.04 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 10.11 or to seek any remedy on account of any intentional common law fraud by any party hereto.
Appears in 1 contract
Exclusive Remedies. Subject to Section 9.122.08 and Section 10.12, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud fraud, criminal activity or willful misconduct on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this ARTICLE VIIVIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VIIVIII. Nothing in this Section 7.05 8.11 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any party’s fraudulent, criminal or intentional fraud by any party heretomisconduct.
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Exclusive Remedies. Subject to Section 9.12, 5.6 and Section 9.11 the parties Parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud on the part of a party Party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this ARTICLE VIISection 7 and in Section 8. In furtherance of the foregoing, each party Party hereby waives, to the fullest extent permitted under the law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties Parties hereto and their affiliates Affiliated Groups and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLegal Requirement, except pursuant to the indemnification provisions set forth in this ARTICLE VIISection 7 and in Section 8. Nothing in this Section 7.05 7.13 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any intentional fraud by any party heretoParty’s fraud.
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Samples: Membership Interest Purchase Agreement (Meridian Waste Solutions, Inc.)
Exclusive Remedies. Subject to Section 9.12the Dispute Resolutions Procedure, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud Fraud, criminal activity or willful misconduct on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle VIII. Nothing in this Section 7.05 8.10 shall limit any person’s Person's right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any party’s fraudulent criminal or intentional fraud by any party heretomisconduct.
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Exclusive Remedies. Subject to Section 9.127.08 and Section 9.11, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this ARTICLE Article VII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE Article VII. Nothing in this Section 7.05 Section 7.07 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 Section 9.11 or to seek any remedy on account of any intentional fraud by any party hereto.
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