Indemnification as Sole Remedy Sample Clauses

Indemnification as Sole Remedy. If the Closing has occurred, the sole and exclusive remedy available to a party in the event of a breach by the other party to this Agreement of any representation, warranty, or covenant or other provision of this Agreement or any Closing Document which survives the Closing shall be the indemnifications provided for under Section 3.1(c), Section 10.1, and this Article 11.
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Indemnification as Sole Remedy. If the Closing has occurred, the sole and exclusive remedy (other than the right to seek specific performance of a covenant to be performed by the Seller or the Buyer after the Closing) available to a party in the event of a breach by the other party to this Agreement of any representation, warranty, covenant or other provision of this Agreement which survives the Closing shall be the indemnifications provided for under this ARTICLE X, unless specifically provided for elsewhere in this Agreement. The provisions of this ARTICLE X shall survive the Closing.
Indemnification as Sole Remedy. To the fullest extent permitted by law, the indemnification provided in this Section 7, subject to the limitations set forth herein, shall be the exclusive remedy for damages available to any Indemnified Party.
Indemnification as Sole Remedy. 7.7.1. The Parties have agreed to enter into this Agreement on the basis that the sole and exclusive remedy of the Purchaser hereunder in respect of Inaccuracy of Seller’s Representations and Warranties shall be the right to be indemnified by the Seller pursuant to the definition of Damages and to the other terms, conditions, limitations and qualifications set forth in this Clause.
Indemnification as Sole Remedy. The parties hereto agree that a claim for indemnification under this Article 8 shall be the sole remedy for any party which suffers any Loss as a result of, arising out of or otherwise attributable to this Agreement or the purchase and sale of the Purchased Assets contemplated hereby; provided, however, that such limitation shall not apply to claims for injunctive relief expressly provided for in this Agreement and in the case of fraudulent misrepresentations.
Indemnification as Sole Remedy. Following the Closing, except as set forth in Section 2.11(b) (Post-Closing Adjustment), Section 6.1 (Agreements Regarding Tax Matters), and Section 10.12 (Specific Performance), the indemnification provided for in this Article IX shall be the sole and exclusive remedy and recourse of the Indemnified Parties for any breach of this Agreement. Notwithstanding the foregoing sentence, (a) in the case of Actual Fraud of any Person other than the Company, the Indemnified Parties, as applicable, shall have all remedies available under this Agreement or otherwise at Law with respect to such Person without giving effect to any of the limitations or waivers contained herein and (b) nothing herein shall limit any Party’s right to seek and obtain equitable remedies with respect to any covenant or agreement contained in this Agreement.
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Indemnification as Sole Remedy. Following the Closing, except as set forth in Section 5.1 (Agreements Regarding Tax Matters), Section 5.16 (Registration and Certain Other Rights) and Section 8.12 (Specific Performance), the indemnification provided for in this Article VII and the right to recover under the R&W Insurance Policy shall be the sole and exclusive remedy and recourse for any breach of this Agreement. Notwithstanding the foregoing or anything else in this Agreement to the contrary, (a) in the case of fraud, the Purchaser Indemnified Parties, as applicable, shall have all remedies available under this Agreement or otherwise at Law without giving effect to any of the limitations or waivers contained herein, and (b) nothing herein shall limit any Party’s right to seek and obtain equitable remedies with respect to any covenant or agreement contained in any Transaction Document.
Indemnification as Sole Remedy. The indemnification provided for in this Article 5 shall be the sole and exclusive remedy and recourse of the Parties for any breach of this Agreement. Notwithstanding anything in this Agreement to the contrary, (a) in the case of fraud or willful misconduct, the Buyer Indemnified Parties or the Seller Indemnified Parties, as applicable, shall have all remedies available under this Agreement or otherwise, without giving effect to any of the limitations contained herein, and (b) nothing herein shall limit any Party’s right to seek and obtain equitable remedies with respect to any covenant or agreement contained in this Agreement.
Indemnification as Sole Remedy. If the Closing has occurred, the sole and exclusive remedy available to a party in the event of a breach by the other party to this Agreement of any representation, warranty, covenant or other provision of this Agreement or any Closing Document which survives the Closing shall be the indemnifications provided for under this Article X. Notwithstanding the foregoing, this Article X shall not apply to or otherwise affect any claims relating to brokerage commissions pursuant to Section 12.2, the partiesobligations and rights under Section 9.13 or to the extent Seller or Buyer has been found to have committed fraud by a court of competent jurisdiction pursuant to a final, non-appealable decision.
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