Common use of Exclusive Remedy; Nature of Representations and Warranties Clause in Contracts

Exclusive Remedy; Nature of Representations and Warranties. Following the Closing Date, the sole and exclusive remedy for any inaccuracy or breach of any representation, warranty, covenant, obligation or other agreement contained in this Agreement (or otherwise relating to the subject matter of this Agreement) shall be indemnification in accordance with this Article VII, except with respect to any claim for intentional fraud or claim made under Article VIII, and no Person will have any other entitlement, remedy or recourse, whether in contract, tort or otherwise. In furtherance of the foregoing, each Party hereby waives, to the fullest extent permitted by Law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, obligation or other agreement set forth herein (or otherwise relating to the subject matter of this Agreement) it may have against the other Party hereto and its Affiliates arising under or based upon any Law, except pursuant to the indemnification provisions set forth in this Article VII. Notwithstanding the foregoing, this Section 7.5 shall not (a) operate to interfere with or impede the operation of the provisions of Article I providing for the resolution of certain disputes relating to the Purchase Price between the parties and/or by an Accounting Referee, or (b) limit the rights of the parties to seek equitable remedies (including specific performance or injunctive relief).

Appears in 1 contract

Samples: Stock Purchase Agreement (J2 Global, Inc.)

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Exclusive Remedy; Nature of Representations and Warranties. Following the Closing Date, the sole and exclusive remedy for any inaccuracy or breach of any representation, warranty, covenant, obligation or other agreement contained in this Agreement (or otherwise relating to the subject matter of this Agreement) shall be indemnification in accordance with this Article VIIIX, except with respect to any claim for intentional fraud or claim made under Article VIIIfraud, and no Person will have any other entitlement, remedy or recourse, whether in contract, tort or otherwise. In furtherance of the foregoing, each Party hereby waives, to the fullest extent permitted by Law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, obligation or other agreement set forth herein (or otherwise relating to the subject matter of this Agreement) it may have against the other Party hereto and its Affiliates arising under or based upon any Law, except pursuant to the indemnification provisions set forth in this Article VIIIX or with respect to any claim for intentional fraud. Notwithstanding the foregoing, this Section 7.5 9.5 shall not (a) operate to interfere with or impede the operation of the provisions of Article I providing for the resolution of certain disputes relating to the Purchase Price between the parties and/or by an Accounting Referee, or (b) limit the rights of the parties to seek equitable remedies (including specific performance or injunctive relief).

Appears in 1 contract

Samples: Stock Purchase Agreement (New Media Investment Group Inc.)

Exclusive Remedy; Nature of Representations and Warranties. Following Subject to Section 13.9, following the Closing Date, the Parties’ sole and exclusive remedy for any and all claims (other than claims arising from Fraud) for any inaccuracy or breach of any representation, warranty, covenant, obligation or other agreement contained in this Agreement (or otherwise relating to the subject matter of this Agreement) shall be indemnification in accordance with this Article VII, except with respect to any claim for intentional fraud or claim made under Article VIIIARTICLE X, and no Person will have any other entitlement, remedy or recourse, whether in contract, tort or otherwise. In furtherance of the foregoing, each Party hereby waives, to the fullest extent permitted by Law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, obligation or other agreement set forth herein (or otherwise relating to the subject matter of this Agreement) Agreement that it may have against the other another Party hereto and its Affiliates arising under or based upon any Law, except pursuant to the indemnification provisions set forth in this Article VII. ARTICLE X. Notwithstanding the foregoing, this Section 7.5 10.7 shall not (ai) operate to interfere with or impede the operation of the provisions of Article ARTICLE I providing for the resolution of certain disputes relating to the Purchase Price Sellers’ Closing Consideration or any Contingent Payment between the parties and/or Parties or by an Accounting RefereeIndependent Accountant and (ii) apply to Section 7.9, or (b) limit which shall be binding upon, and enforceable by the rights of Seller Representative in its entirety against, the parties to seek equitable remedies (including specific performance or injunctive relief)Sellers.

Appears in 1 contract

Samples: Share Purchase Agreement (Inari Medical, Inc.)

Exclusive Remedy; Nature of Representations and Warranties. Following the Closing Date, the sole and exclusive remedy for any inaccuracy or breach of any representation, warranty, covenant, obligation or other agreement contained in this Agreement (or otherwise relating to the subject matter of this Agreement) shall be indemnification in accordance with this Article VIIIX, except with respect to any claim in the case of Taxes as provided for intentional fraud or claim made under Article VIIIin Section 7.04, and no Person will have any other entitlement, remedy or recourse, whether in contract, tort or otherwise. In furtherance of the foregoing, each Party hereby waives, to the fullest extent permitted by Applicable Law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, obligation or other agreement set forth herein (or 98 otherwise relating to the subject matter of this Agreement) it may have against the other another Party hereto and its Affiliates arising under or based upon any Applicable Law, except pursuant to the indemnification provisions set forth in this Article VIIIX and Section 7.04. Notwithstanding the foregoing, this Section 7.5 9.05 shall not (a) operate to interfere with or impede the operation of the provisions of Article I Section 2.03, Section 2.04, Section 2.05 and Section 2.07 providing for the resolution of certain disputes relating to the Purchase Price between the parties and/or by an Accounting Refereethe Independent Firm, or (b) limit the rights of the parties Parties to seek equitable remedies (including specific performance in accordance with Section 11.15 or injunctive relief)(c) for fraud.

Appears in 1 contract

Samples: Asset Purchase Agreement (Gp Strategies Corp)

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Exclusive Remedy; Nature of Representations and Warranties. Following the applicable Closing Date, the sole and exclusive remedy for any inaccuracy or breach of any representation, warranty, covenant, obligation or other agreement contained in this Agreement (or otherwise relating to the Properties or the subject matter of this Agreement) Agreement shall be indemnification in accordance with this Article VIIX, except with respect to any claim for intentional fraud or claim made under Article VIIIbased on fraud, and no Person will have any other entitlement, remedy or recourse, whether in contract, tort tort, by statute or otherwise. In furtherance of the foregoing, each Party hereby waives, to the fullest extent permitted by Law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, obligation or other agreement set forth herein (or otherwise relating to the Properties or the subject matter of this Agreement) it may have against the other Party Parties hereto and its Affiliates arising under or based upon any Law, except pursuant to the indemnification provisions set forth in this Article VII. X. Notwithstanding the foregoing, this Section 7.5 10.7 shall not (a) operate to interfere with or impede the operation of the provisions of Article I providing for the resolution of certain disputes relating to the Purchase Price between the parties and/or by an Accounting Referee, or (b) limit the rights of the parties Parties to seek equitable remedies (including specific performance or injunctive relief).

Appears in 1 contract

Samples: Purchase and Sale Agreement (American Realty Capital Trust IV, Inc.)

Exclusive Remedy; Nature of Representations and Warranties. Following the Closing Date, the sole and exclusive remedy (other than claims arising from fraud) (a) for any inaccuracy or breach of any representation, warranty, covenant, obligation covenant or other agreement contained in this Agreement Agreement, or (or b) otherwise relating to the subject matter of this Agreement) Agreement shall be subject to indemnification in accordance with this Article VII, except with respect to any claim for intentional fraud or claim made under Article VIIIIX and Section 10.2, and no Person will have any other entitlement, remedy or recourse, whether in contract, tort or otherwise. In furtherance of the foregoing, each Party hereby waives, to the fullest extent permitted by Law, any and all rights, claims and causes of action for any breach of any such representation, warranty, covenant, obligation covenant or other agreement set forth herein (or otherwise relating to the subject matter of this Agreement) Agreement it may have against the other Party hereto and its Affiliates arising under or based upon any Law, except pursuant to the indemnification provisions set forth in this Article VIIIX and Section 10.2 (and, for the avoidance of doubt, the foregoing waiver shall not limit any Purchaser Indemnified Party’s rights under the R&W Insurance Policy or any other insurance). Notwithstanding the foregoing, this Section 7.5 9.8 shall not (a) operate to interfere with or impede the operation of the provisions of Article I Section 2.5(d)(ii) providing for the resolution of certain disputes relating to the Purchase Price between the parties and/or by an Accounting Referee, or (b) . Nothing in this Section 9.8 shall limit the any Party’s rights of the parties to seek equitable remedies (including specific performance or injunctive relief)under Section 12.9.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Universal Forest Products Inc)

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