Exclusive Remedy; Survival. (a) Except as set forth in Section 1.7 and Section 1.8, from and after the Closing, the indemnity provided herein shall be the sole and exclusive remedy with respect to any and all claims for Losses sustained or incurred arising out of this Agreement, including the allocation of Assumed Liabilities and Excluded Liabilities, except in the case of any claim based on fraud.
Exclusive Remedy; Survival. The indemnification provided in this Section 6.1 will be exclusive of any other remedies that may be available to the Indemnified Persons with respect to Losses covered by this Section 6.1, other than Losses for which equitable relief is sought. This Section 6.1 and the indemnification provided for hereunder shall survive indefinitely and shall be binding upon Crown and, after the Effective Time of the Merger, PREIT and their successors and assigns.
Exclusive Remedy; Survival. The indemnification provided in this Article 9 shall constitute the exclusive remedy (except for equitable remedies) of the parties hereto and their respective directors, officers, employees, Affiliates, agents and assigns from and against any and all Losses asserted against, resulting to, imposed upon or incurred or suffered by, any of them, directly or indirectly, as a result of, or based upon or arising from, the breach of any representation or warranty or the nonfulfillment of any agreement or covenant in or pursuant to this Agreement or any other agreement, document or instrument required hereunder or pursuant to any applicable statute, rule or regulation. The provisions of this Article 9 shall survive indefinitely.
Exclusive Remedy; Survival. The parties hereto agree that the remedies provided by this Article VII shall be exclusive with respect to this Agreement and the transactions contemplated herein, the matters described in Sections 7.1 and 7.2 and that the representations and warranties of Buyer and Sellers shall survive only to the extent provided in Section 7.4. Section 7.7.
Exclusive Remedy; Survival. (a) Except as set forth in Section 1.6 and for injunctive relief to the extent available pursuant to Section 8.13, from and after the Closing, the indemnity provided in this Article VI shall be the sole and exclusive remedy of each of the Liberty Parent Indemnified Persons and the Schlumberger Indemnified Persons with respect to any and all Actions for Losses sustained or incurred relating to, arising out of or resulting from this Agreement, including the allocation of Assumed Liabilities and Retained Liabilities, except in the case of any claim based on fraud or a Willful and Material Breach of any covenant, agreement or obligation contained in this Agreement.
Exclusive Remedy; Survival. From and after the Closing, the indemnity provided herein shall be the sole and exclusive remedy with respect to any and all claims for Losses sustained or incurred arising out of this Agreement except in the case of any claim based on fraud. None of the representations and warranties contained in this Agreement and all claims with respect thereto shall survive the Closing. The covenants and agreements of the parties hereto contained in this Agreement and all claims with respect thereto shall terminate at the Closing, except for those covenants and agreements contained in this Agreement that by their terms are to be performed in whole or in part after the Closing.
Exclusive Remedy; Survival. This Section 9 sets forth the sole and exclusive remedies for the parties in the event of a breach or alleged breach of any agreements or any representation or warranty by the other party. This Section 9 shall survive any termination, expiration or recission of this Agreement.
Exclusive Remedy; Survival. (a) The indemnity provided herein shall be the sole and exclusive remedy of the parties hereto, their Affiliates, successors and assigns with respect to any and all claims for Losses sustained or incurred arising out of this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary contained herein, no Indemnifying Party shall be responsible for indemnifying any Indemnified Party for any consequential damages incurred by such Indemnified Party, including loss of profits of the Indemnified Party.
Exclusive Remedy; Survival. The parties hereto agree that the remedies provided by this Article shall be exclusive with respect to the matters described in Sections 11.1 and 11.2. The representations and warranties of Seller and Purchaser set forth in this Agreement shall expire two (2) years after the Closing Date, and Seller's and Purchaser's respective liability with respect thereto (including indemnification in respect of same) shall automatically and absolutely expire, terminate and be extinguished at the end of such two (2) year period, except as otherwise expressly provided in this Agreement.
Exclusive Remedy; Survival. In the absence of fraud or an intentional and knowing breach of this Agreement and except with regard to remedies that cannot be waived as a matter of law and injunctive or provisional relief (including an action for specific performance), the indemnification provisions set forth in Article XI of the APA shall provide the exclusive remedy for breach of any representation, warranty, covenant or agreement set forth in this Agreement; provided, that, Section 11.4 of the APA shall not apply to this Agreement. All representations and warranties herein shall survive in accordance with Section 13.10 of the APA. The covenants and agreements contained in this Agreement shall survive in accordance with their terms.
