Common use of Exclusive Remedy and Release Clause in Contracts

Exclusive Remedy and Release. Except with respect to the matters covered by Section 2.4 and with respect to any matter relating to Taxes, Purchaser and Sellers acknowledge and agree that, following the Closing, the indemnification provisions of Sections 10.2 and 10.3 shall be the sole and exclusive remedies of Sellers and Purchaser, respectively, and their respective Affiliates, including the members of the Education Group, for any Losses (including any Losses from claims for breach of contract, warranty, tortious conduct (including negligence) or otherwise and whether predicated on common law, statute, strict liability, or otherwise) that each Party may at any time suffer or incur, or become subject to, as a result of, or in connection with the Sale, including any breach of any representation or warranty in this Agreement by any Party, or any failure by any Party to perform or comply with any covenant or agreement that, by its terms, was to have been performed, or complied with, under this Agreement and the Ancillary Agreements.

Exclusive Remedy and Release. Except with respect to the matters covered by Section 2.4 and with respect to any matter relating to Taxes, Purchaser Buyer and Sellers acknowledge and agree that, following the Closing, except in the case of willful misconduct and fraud, the indemnification provisions of Sections 10.2 Article VI, Section 9.2, Section 9.3 and 10.3 the specific performance provisions of Section 10.6 shall be the sole and exclusive remedies of Sellers and PurchaserBuyer, respectively, and their respective Affiliates, including the members of the Education Group, for any Covered Losses (including any Covered Losses from claims for breach of contract, warranty, tortious conduct (including negligence) or otherwise and whether predicated on common law, statute, strict liability, or otherwise) that each any Party may at any time suffer or incur, or become subject to, as a result of, of or in connection with this Agreement, the SaleTransaction or the other transactions contemplated by this Agreement, including any breach of any representation or warranty in this Agreement by any Party, or any failure by any Party to perform or comply with any covenant or agreement that, by its terms, was to have been performed, or complied with, under this Agreement and the Ancillary Agreementsother Transaction Documents.

Exclusive Remedy and Release. Except with respect to the matters covered by Section 2.4 Buyer and with respect to any matter relating to Taxes, Purchaser and Sellers Seller acknowledge and agree that, following the Closing, except in the case of willful breach or fraud, the indemnification provisions of Sections 10.2 Section 9.2, Section 9.3 and 10.3 the specific performance provisions of Section 10.6 shall be the sole and exclusive remedies of Sellers Seller and PurchaserBuyer, respectively, and their respective Affiliates, including the members of the Education Group, for any Covered Losses (including any Covered Losses from claims for breach of contract, warranty, tortious conduct (including negligence) or otherwise and whether predicated on common law, statute, strict liability, or otherwise) that each any Party may at any time suffer or incur, or become subject to, as a result of, of or in connection with this Agreement, the SaleTransaction or the other transactions contemplated by this Agreement, including any breach of any representation or warranty in this Agreement by any Partyparty, or any failure by any Party party to perform or comply with any covenant or agreement that, by its terms, was to have been performed, or complied with, under this Agreement and the Ancillary Agreementsother Transaction Documents.

Exclusive Remedy and Release. Except with respect to the matters covered by Section 2.4 and with respect to any matter relating to Taxes, Purchaser and Sellers Seller acknowledge and agree that, following the Closing, the indemnification provisions of Sections 10.2 Section 9.2, Section 9.3 and 10.3 the specific performance provisions of Section 10.6 shall be the sole and exclusive remedies of Sellers Seller and Purchaser, respectively, and their respective Affiliates, including the members of the Education Group, for any Covered Losses (including any Covered Losses from claims for breach of contract, warranty, tortious conduct (including negligence) or otherwise and whether predicated on common law, statute, strict liability, or otherwise, except claims for fraud) that each Party party may at any time suffer or incur, or become subject to, as a result of, of or in connection with this Agreement, the SaleTransaction or the other transaction contemplated by this Agreement, including any breach of any representation or warranty in this Agreement by any Partyparty, or any failure by any Party party to perform or comply with any covenant or agreement that, by its terms, was to have been performed, or complied with, under this Agreement and the Ancillary Agreementsother Transaction Documents. Without limiting the generality of the foregoing, the parties hereto hereby irrevocably waive any right of rescission they may otherwise have or to which they may become entitled.