Common use of Exclusive Remedy and Release Clause in Contracts

Exclusive Remedy and Release. Except as set forth in Section 8.17, the indemnification and remedies set forth in this Article VII shall, from and after the Closing, constitute the sole and exclusive remedies of the Parties with respect to any breach of representation or warranty or non-performance, partial or total, of any covenant or agreement contained in this Agreement. EXCEPT WITH RESPECT TO CLAIMS IDENTIFIED IN THE PREVIOUS SENTENCE, EFFECTIVE UPON THE CLOSING, BUYER HEREBY WAIVES, RELEASES, ACQUITS AND FOREVER DISCHARGES SELLER AND ITS AFFILIATES, AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, MEMBERS, PARTNERS, STOCKHOLDERS, EMPLOYEES OR AGENTS, OR ANY OTHER PERSON ACTING ON BEHALF OF SELLER, OF AND FROM ANY AND ALL CLAIMS, ACTIONS, CAUSES OF ACTION, DEMANDS, RIGHTS, DAMAGES, COSTS, EXPENSES, LOSSES OR COMPENSATION WHATSOEVER, WHETHER DIRECT OR INDIRECT, KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, WHICH BUYER NOW HAS OR MAY HAVE OR WHICH MAY ARISE AFTER THE CLOSING DATE DIRECTLY OR INDIRECTLY, INCLUDING WITHOUT LIMITATION ANY OF THE FOREGOING THAT IS FROM OR RELATING TO THE POSSESSION, USE, HANDLING, MANAGEMENT, DISPOSAL, INVESTIGATION, REMEDIATION, CLEANUP OR RELEASE OF ANY WASTES OR OTHER SUBSTANCES GOVERNED BY ENVIRONMENTAL LAWS OR ANY ENVIRONMENTAL LAW APPLICABLE THERETO; PROVIDED, HOWEVER, THAT THE FOREGOING DOES NOT APPLY WITH RESPECT TO ANY ACTIONS TAKEN BY SELLER OR ITS AFFILIATES AFTER THE CLOSING DATE NOT OTHERWISE PROVIDED FOR UNDER ANY OF THE TRANSACTION DOCUMENTS.

Exclusive Remedy and Release. Except as set forth in Section 8.175.10, Section 5.13, and Section 8.17 and for claims for fraud, the indemnification and remedies set forth in this Article VII shall, from and after the Closing, constitute the sole and exclusive remedies of the Parties with respect to any breach of representation or warranty or non-performance, partial or total, of any covenant or agreement contained in this Agreement; provided, however, that nothing in this Section 7.5 shall prevent either Party from seeking injunctive or equitable relief in pursuit of its indemnification claims under this Article VII. EXCEPT WITH RESPECT TO CLAIMS IDENTIFIED IN THE PREVIOUS SENTENCE, EFFECTIVE UPON THE CLOSING, BUYER HEREBY WAIVES, RELEASES, ACQUITS AND FOREVER DISCHARGES SELLER AND ITS AFFILIATES, AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, MEMBERS, PARTNERS, STOCKHOLDERS, EMPLOYEES OR AGENTS, OR ANY OTHER PERSON ACTING ON BEHALF OF SELLER, OF AND FROM ANY AND ALL CLAIMS, ACTIONS, CAUSES OF ACTION, DEMANDS, RIGHTS, DAMAGES, COSTS, EXPENSES, LOSSES OR COMPENSATION WHATSOEVER, WHETHER DIRECT OR INDIRECT, KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, WHICH BUYER NOW HAS OR MAY HAVE OR WHICH MAY ARISE AFTER IN THE CLOSING DATE FUTURE DIRECTLY OR INDIRECTLY, INCLUDING WITHOUT LIMITATION ANY OF THE FOREGOING THAT IS FROM OR RELATING TO THE POSSESSION, USE, HANDLING, MANAGEMENT, DISPOSAL, INVESTIGATION, REMEDIATION, CLEANUP OR RELEASE OF ANY WASTES OR OTHER SUBSTANCES GOVERNED BY ENVIRONMENTAL LAWS OR ANY ENVIRONMENTAL LAW APPLICABLE THERETO; PROVIDED, HOWEVER, THAT THE FOREGOING DOES NOT APPLY WITH RESPECT TO ANY ACTIONS TAKEN BY SELLER OR ITS AFFILIATES AFTER THE CLOSING DATE NOT OTHERWISE PROVIDED FOR UNDER ANY OF THE TRANSACTION DOCUMENTS.

Exclusive Remedy and Release. Except as set forth in Section 8.175.9, Section 5.13 and Section 8.17 and except in the case of Fraud or willful misconduct, the indemnification and remedies set forth in this Article VII shall, from and after the Closing, constitute the sole and exclusive remedies of the Parties with respect to any breach of representation or warranty or non-performance, partial or total, of any covenant or agreement contained in this Agreement; provided, however, that nothing in this Section 7.5 shall prevent either Party from seeking injunctive or equitable relief in pursuit of its indemnification claims under this Article VII. EXCEPT WITH RESPECT TO CLAIMS IDENTIFIED IN THE PREVIOUS SENTENCE, EFFECTIVE UPON THE CLOSING, EACH OF BUYER AND SELLER HEREBY WAIVES, RELEASES, ACQUITS AND FOREVER DISCHARGES SELLER THE OTHER PARTY AND ITS AFFILIATES, AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, MEMBERS, PARTNERS, STOCKHOLDERS, EMPLOYEES OR AGENTS, OR ANY OTHER PERSON ACTING ON BEHALF OF SELLERSUCH RELEASED PARTY, OF AND FROM ANY AND ALL CLAIMS, ACTIONS, CAUSES OF ACTION, DEMANDS, RIGHTS, DAMAGES, COSTS, EXPENSES, LOSSES OR COMPENSATION WHATSOEVER, WHETHER DIRECT OR INDIRECT, KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, WHICH BUYER THE RELEASING PARTY NOW HAS OR MAY HAVE OR WHICH MAY ARISE AFTER IN THE CLOSING DATE FUTURE DIRECTLY OR INDIRECTLY, INCLUDING WITHOUT LIMITATION ANY OF THE FOREGOING THAT IS FROM OR RELATING TO THE POSSESSION, USE, HANDLING, MANAGEMENT, DISPOSAL, INVESTIGATION, REMEDIATION, CLEANUP OR RELEASE OF ANY WASTES OR OTHER SUBSTANCES GOVERNED BY ENVIRONMENTAL LAWS OR ANY ENVIRONMENTAL LAW APPLICABLE THERETO; PROVIDED, HOWEVER, THAT THE FOREGOING DOES NOT APPLY WITH RESPECT TO ANY ACTIONS TAKEN BY SELLER OR ITS AFFILIATES AFTER THE CLOSING DATE NOT OTHERWISE PROVIDED FOR UNDER ANY OF THE TRANSACTION DOCUMENTS.