Common use of Exclusive Remedy and Release Clause in Contracts

Exclusive Remedy and Release. Purchaser and Seller acknowledge and agree that, except with respect to claims under the Transition Services Agreement (which shall be governed exclusively by the Transition Services Agreement) and claims seeking specific performance or other equitable relief with respect to covenants or agreements to be performed after the Closing, following the Closing, the indemnification provisions of Section 10.2 and Section 10.3 shall be the sole and exclusive remedies of Purchaser and Seller, respectively, and any of their respective Affiliates, for any Liabilities (including in respect of any claims for breach of contract (including for breach of any representation, warranty, covenant or agreement), warranty, tortious conduct (including negligence), under Law 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 this Agreement, the Transaction or the other transactions contemplated by this Agreement, including any breach of any representation or warranty in this Agreement by any Party, or any breach of or failure by any Party to perform or comply with any covenant or agreement in this Agreement and the other Transaction Documents. In furtherance of the foregoing, from and after the Closing, the Parties hereby waive, on behalf of themselves and their Affiliates, to the fullest extent permitted by applicable Law, any and all other rights, claims and causes of action (including rights of contribution, if any) known or unknown, foreseen or unforeseen, which exist or may arise in the future, that they may have against Seller or any of its Affiliates, or Purchaser or any of its Affiliates, as the case may be, as a result of or in connection with this Agreement, the Transaction or the other transactions contemplated by this Agreement, whether arising under or based upon breach of contract (including for breach of any representation, warranty, covenant or agreement), warranty, tortious conduct (including negligence), under Law or otherwise and whether predicated on common law, statute, strict liability, or otherwise. Without limiting the generality of the foregoing, the Parties hereby irrevocably waive any right of rescission they may otherwise have or to which they may become entitled.

Exclusive Remedy and Release. Purchaser and Seller acknowledge and agree that, except as set forth in any other Transaction Document and except with respect to claims under the Transition Services Agreement any matter relating to Taxes (which shall be governed exclusively by Article VI), any matter covered by Section 2.9, or to any claim for Fraud and without limiting the Transition Services Agreement) and claims seeking parties’ respective rights to specific performance or other equitable relief with respect to covenants or agreements to be performed after the Closingunder Section 10.6, following the Closing, (x) the indemnification provisions of Section 10.2 9.3 shall be the sole and exclusive remedies of Seller with respect to matters specifically set forth therein and all other matters and (y) and the indemnification provisions of Section 10.3 9.2 shall be the sole and exclusive remedies of Purchaser with respect to matters specifically set forth therein and Sellerthe R&W Insurance Policy shall be the sole and exclusive remedy of Purchaser with respect to all other matters (including the breach of any representation or warranty contained herein), respectively, in each case of the foregoing clause (x) and any of their respective Affiliates(y), for any Covered Losses and any other losses and Liabilities (including in respect of any Covered Losses and any other losses and Liabilities from claims for breach of contract (including for breach of any representation, warranty, covenant or agreement)contract, warranty, tortious conduct (including negligence), under Law ) or otherwise and whether predicated on common law, statute, strict liability, or otherwise) that each Party such party hereto may at any time suffer or incur, or become subject to, as a result of or in connection with this Agreement, the Transaction or the other transactions contemplated by this Agreement, including any breach of any representation or warranty in this Agreement by any Partyparty hereto, or any breach of or failure 117 by any Party party hereto to perform or comply with any covenant or agreement that, by its terms, was to have been performed, or complied with, under this Agreement. Without limiting the generality of the foregoing and in furtherance thereof, the parties hereto hereby irrevocably waive (i) any right of rescission of this Agreement Agreement, and the (ii) other Transaction Documents. In furtherance of than as provided in the foregoing, from and after the Closingany claims for breach of contract, the Parties hereby waivewarranty, on behalf of themselves and their Affiliates, to the fullest extent permitted by applicable Law, any and all other rights, claims and causes of action tortious conduct (including rights of contribution, if anynegligence) known or unknown, foreseen or unforeseen, which exist or may arise in the future, that they may have against Seller or any of its Affiliates, or Purchaser or any of its Affiliates, as the case may be, otherwise as a result of or in connection with this Agreement, the Transaction or the other transactions contemplated by this Agreement, whether arising under or based upon breach of contract (including for breach of any representationfollowing the Closing, warranty, covenant or agreement), warranty, tortious conduct (including negligence), under Law or otherwise and whether predicated on common law, statute, strict liability, or otherwise. Without limiting the generality of the foregoing, the Parties hereby irrevocably waive any right of rescission that in either case (i) or (ii) they may otherwise have or to which they may become entitled.

Exclusive Remedy and Release. Purchaser and Seller acknowledge and agree that, from and after Closing, except (i) as provided in Section 10.6, (ii) with respect to claims under the Transition Services Agreement for fraud, (iii) any claims for Taxes (other than Section 3.15 Taxes), which shall be governed exclusively by Article VI, or (iv) as expressly set forth in the Transition Services Agreement) , the Alignment Fee Agreement, the Master Services Agreement and claims seeking specific performance any Sublease Agreement or other equitable relief the B2B Arrangement executed in connection with respect Closing, or any Affiliated Account Service Agreement, or any Purchased Customer Contract pursuant to covenants which Purchaser or agreements its Affiliates provide services to be performed after one or more of the ClosingSeller Entities, following the Closing, the indemnification provisions of Section 10.2 9.2 and Section 10.3 9.3 shall be the sole and exclusive remedies of Purchaser Seller and SellerPurchaser, respectively, and any of their respective Affiliates, for any Liabilities Covered Losses (including in respect of any Covered Losses from claims for breach of contract (including for breach of any representation, warranty, covenant or agreement)contract, warranty, tortious conduct (including negligence), under Law ) or otherwise and whether predicated on common law, statute, strict liability, or otherwise) that each Party party hereto may at any time suffer or incur, or become subject to, as a result of or in connection with this Agreement and the other Transaction Documents (other than the Transition Services Agreement, the Transaction or Alignment Fee Agreement, the other transactions contemplated by this B2B Arrangement, the Master Services Agreement and any Sublease Agreement), including any breach of any representation or warranty in this Agreement by any Partyparty hereto, or any breach of or failure by any Party party hereto to perform or comply with any covenant or agreement in that, by its terms, was to have been performed, or complied with, under this Agreement and the such other Transaction Documents. In furtherance of Documents (other than the foregoing, from and after the Closing, the Parties hereby waive, on behalf of themselves and their Affiliates, to the fullest extent permitted by applicable Law, any and all other rights, claims and causes of action (including rights of contribution, if any) known or unknown, foreseen or unforeseen, which exist or may arise in the future, that they may have against Seller or any of its Affiliates, or Purchaser or any of its Affiliates, as the case may be, as a result of or in connection with this Transition Services Agreement, the Transaction or the other transactions contemplated by this Alignment Fee Agreement, whether arising under or based upon breach of contract (including for breach of any representation, warranty, covenant or agreement), warranty, tortious conduct (including negligence), under Law or otherwise and whether predicated on common law, statute, strict liability, or otherwise. Without limiting the generality of the foregoingB2B Arrangement, the Parties hereby irrevocably waive Master Services Agreement and any right of rescission they may otherwise have or to which they may become entitledSublease Agreement).

Exclusive Remedy and Release. Purchaser Except in the case of fraud or willful and Seller acknowledge material breach, and agree that, except with respect to claims under the Transition Services Agreement (which shall be governed exclusively matters covered by the Transition Services Agreement) Sections 2.5, 2.6 or 13.11, each Party acknowledges and claims seeking specific performance or other equitable relief with respect to covenants or agreements to be performed after the Closingagrees that, following the Closing, the indemnification provisions of Section 10.2 Sections 12.2, 12.3 and Section 10.3 12.8 shall be the sole and exclusive remedies of Purchaser each Party, the Company Indemnified Parties, the Cobia Indemnified Parties and Sellerthe Swordfish Indemnified Parties, respectively, and any of their respective Affiliatesas applicable, for any Liabilities Losses (including in respect of any Losses from claims for breach of contract (including for breach of any representation, warranty, covenant or agreement)contract, warranty, tortious conduct (including negligence), under Law ) or otherwise and whether predicated on common law, statute, strict liability, liability or otherwise) that each Party such Person may at any time suffer or incur, or become subject to, as a result of of, or in connection with this Agreement, the Transaction or the other transactions contemplated by this AgreementAgreement or any Ancillary Agreements, including any breach of any representation or warranty in this Agreement by any Party, or any breach of or failure by any Party to perform or comply with any covenant or agreement in this Agreement and the other Transaction Documents. In furtherance of the foregoingthat, from and after the Closingby its terms, the Parties hereby waive, on behalf of themselves and their Affiliates, was to the fullest extent permitted by applicable Law, any and all other rights, claims and causes of action (including rights of contribution, if any) known or unknown, foreseen or unforeseen, which exist or may arise in the future, that they may have against Seller or any of its Affiliatesbeen performed, or Purchaser or any of its Affiliatescomplied with, as the case may be, as a result of or in connection with under this Agreement, the Transaction or the other transactions contemplated by this Agreement, whether arising under or based upon breach of contract (including for breach of any representation, warranty, covenant or agreement), warranty, tortious conduct (including negligence), under Law or otherwise and whether predicated on common law, statute, strict liability, or otherwise. Without limiting the generality of the foregoing, the Parties hereto hereby irrevocably waive any right of rescission they or their respective Affiliates may otherwise have or to which they may become entitled. Notwithstanding anything to the contrary contained in this Agreement, (a) none of the Parties nor any of their respective Subsidiaries, Affiliates, directors, officers, employees, agents, partners, managers, members or stockholders shall have any rights or claims against the Debt Financing Sources, in any way relating to this Agreement or any of the Reorganization Transactions, or in respect of any oral representations made or alleged to have been made in connection herewith or therewith, whether at law or in equity, in contract, in tort or otherwise and (b) the Debt Financing Sources shall not have any liability (whether in contract, in tort or otherwise) to any of the Parties or any of their respective Subsidiaries, Affiliates, directors, officers, employees, agents, partners, managers, members or stockholders for any obligations or liabilities of any Party hereto under this Agreement or for any claim based on, in respect of, or by reason of, the Reorganization Transactions or in respect of any oral representations made or alleged to have been made in connection herewith or therewith, whether at law or in equity, in contract, in tort or otherwise; provided that notwithstanding anything to the contrary, the foregoing shall not limit the duties, obligations or liabilities of the Debt Financing Sources under the Debt Commitment Letters (or any definitive documentations in respect of the financings contemplated thereby) or any rights and remedies against the Debt Financing Sources under the Debt Commitment Letters (or any definitive documentations in respect of the financings contemplated thereby), subject to any limitations expressly provided therein.

Exclusive Remedy and Release. Purchaser and Seller acknowledge and agree that, except with respect to claims under the Supply Agreement or the Transition Services Agreement (which shall be governed exclusively by the Transition Services Agreementsuch applicable agreement) and claims seeking specific performance or other equitable relief with respect to covenants or agreements to be performed after the Closing, and claims for actual fraud, following the Closing, the indemnification provisions of Section 10.2 Sections 9.2 and Section 10.3 9.3 shall be the sole and exclusive remedies of Purchaser Seller and SellerPurchaser, respectively, and any of their respective Affiliates, for any Liabilities (including in respect of any claims for breach of contract (including for breach of any representation, warranty, covenant or agreement), warranty, tortious conduct (including negligence), under Law 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 this Agreement, the Transaction Agreement or the other transactions contemplated by this AgreementTransactions, including any breach of any representation or warranty in this Agreement by any Party, or any breach of or failure by any Party to perform or comply with any covenant or agreement in this Agreement and the other Transaction Documents. In furtherance of the foregoing, from and after the Closing, except as expressly provided in this Article IX, the Parties hereby waive, on behalf of themselves and their Affiliates, to the fullest extent permitted by applicable Law, any and all other rights, claims and EXHIBIT 2.1 causes of action (including rights of contribution, if any) known or unknown, foreseen or unforeseen, which exist or may arise in the future, that they may have against Seller or any of its Affiliates, or Purchaser or any of its Affiliates, as the case may be, as a result of or in connection with this Agreement, the Transaction Agreement or the other transactions contemplated by this Agreement, Transactions whether arising under or based upon breach of contract (including for breach of any representation, warranty, covenant or agreement), warranty, tortious conduct (including negligence), under Law or otherwise and whether predicated on common law, statute, strict liability, or otherwise. Without limiting the generality of the foregoing, the Parties hereby irrevocably waive any right of rescission they may otherwise have or to which they may become entitled.

Exclusive Remedy and Release. Purchaser and Seller acknowledge and agree that, except with respect to claims under the Transition Services Agreement (which shall be governed exclusively by the Transition Services Agreement) and claims seeking specific performance or as set forth in any other equitable relief with respect to covenants or agreements to be performed after the ClosingTransaction Document, following the Closing, (x) the indemnification provisions of Section 10.2 5.10(a), Section 5.12(c) and Section 10.3 9.2 shall be the sole and exclusive remedies of Seller and (y) and the indemnification provisions of Section 9.2 shall be the sole and exclusive remedies of Purchaser with respect to matters specifically set forth therein, in each case of the foregoing clause (x) and Seller, respectively, and any of their respective Affiliates(y), for any Covered Losses and any other losses and Liabilities (including in respect of any Covered Losses and any other losses and Liabilities from claims for breach of contract (including for breach of any representation, warranty, covenant or agreement)contract, warranty, tortious conduct (including negligence), under Law ) or otherwise and whether predicated on common law, statute, strict liability, or otherwise) that each Party such party hereto may at any time suffer or incur, or become subject to, as a result of or in connection with this Agreement, the Transaction or the other transactions transaction contemplated by this Agreement, including any breach of any representation or warranty in this Agreement by any Partyparty hereto, or any breach of or failure by any Party party hereto to perform or comply with any covenant or agreement in that, by its terms, was to have been performed, or complied with, under this Agreement and or the other Transaction Documents. In furtherance ; provided that nothing set forth in this Section 9.5 shall apply to (A) Fraud or (B) any remedies of the foregoing, from Seller or any of its Affiliates for any losses and after the Closing, the Parties hereby waive, on behalf of themselves and their Affiliates, to the fullest extent permitted by applicable Law, any and all other rights, claims and causes of action Liabilities (including rights any losses and Liabilities from claims for breach of contributioncontract, if anywarranty, tortious conduct (including negligence) known or unknownotherwise and whether predicated on common law, foreseen statute, strict liability, or unforeseenotherwise) that Seller or any of its Affiliates may at any time suffer or incur, which exist or may arise become subject to, as a result of or in connection with the Promissory Note or the transaction contemplated thereby, including any breach of any representation or warranty in the future, that they may have against Seller Promissory Note by Purchaser or any of its Affiliates, or any failure by Purchaser or any of its AffiliatesAffiliates to perform or comply with any covenant or agreement that, by its terms, was to have been performed, or complied with, under the Promissory Note. Without limiting the generality of the foregoing and in furtherance thereof, the parties hereto hereby irrevocably waive (i) any right of rescission of this Agreement, and (ii) other than as provided in the case may beforegoing, any claims for breach of contract, warranty, tortious conduct (including negligence) or otherwise as a result of or in connection with this Agreement, the Transaction or the other transactions contemplated by this Agreement, whether arising under or based upon breach of contract (including for breach of any representationfollowing the Closing, warranty, covenant or agreement), warranty, tortious conduct (including negligence), under Law or otherwise and whether predicated on common law, statute, strict liability, or otherwise. Without limiting the generality of the foregoing, the Parties hereby irrevocably waive any right of rescission that in either case (i) or (ii) they may otherwise have or to which they may become entitled; provided that nothing set forth in this sentence shall apply to Fraud or to any rights or claims relating to the Promissory Note.