Indemnification Exclusive Remedy. In the absence of fraud, and -------------------------------- except for non-monetary equitable relief, if the Closing occurs, indemnification pursuant to the provisions of this Article 10 shall be the sole and exclusive remedy of the parties for any breach of any representation or warranty contained in this Agreement.
Indemnification Exclusive Remedy. Indemnification pursuant to the provisions of this Article XI shall be the exclusive remedy of the parties hereto for any misrepresentation or breach of any warranty, covenant or agreement contained in this Agreement or in any closing document executed and delivered pursuant to the provisions hereof or thereof, or any other claim arising out of the transactions contemplated by this Agreement.
Indemnification Exclusive Remedy. This Section 7 constitutes the sole and exclusive remedy of the parties with respect to any subject matters addressed herein, and Buyer, on the one hand, and Seller, on the other hand, hereby waive and release the other from any and all other claims or other causes of action, including without limitation claims for contribution, relating to any such subject matter.
Indemnification Exclusive Remedy. The parties hereto acknowledge and confirm that, except in the event of fraud, the indemnification procedures described in this Article 8 shall be the sole and exclusive remedies available to them for any breach or non-fulfillment of the representations, warranties, covenants, agreements, and other provisions of this Agreement.
Indemnification Exclusive Remedy. (a) Subject to Section 7.7(b), from and after the Closing, the Parties acknowledge and agree that this Article VII shall be the sole and exclusive remedy of the Indemnified Parties, including Purchaser and Seller, with respect to any claims for Losses for which indemnification is provided hereunder; provided, however, that nothing in this Section 7.7(a) shall limit the rights or remedies of, or constitute a waiver of any rights or remedies by, any Person pursuant to (or shall otherwise operate to interfere with the operation of) Section 2.4 or Section 8.9.
Indemnification Exclusive Remedy. Except for remedies based upon -------------------------------- fraud and except for equitable remedies, the remedies provided in this Article ------- VIII constitute the sole and exclusive remedies for recovery of Losses against a ---- party to this Agreement.
Indemnification Exclusive Remedy. Buyer and Seller acknowledge and agree that, subject to any rights or remedies expressly set forth herein including in Section 2.2, Section 5.12 and Section 5.13, their sole and exclusive remedy with respect to any and all Damages relating to the subject matter of this Agreement, or otherwise regarding the transactions contemplated by this Agreement, shall be pursuant to the indemnification provisions set forth in this ARTICLE 6. In furtherance of the foregoing, and subject to any rights or remedies expressly set forth herein, Buyer hereby waives, to the fullest extent permitted under applicable law, any and all rights, claims and causes of action it may have against Seller in law or equity, except such rights, claims and causes of action based upon Buyer’s right to indemnification under this Agreement, and Seller hereby waives, to the fullest extent permitted under applicable law, any and all rights, claims and causes of action it may have against Buyer in law or equity except such rights, claims and causes of action based upon Seller’s rights to indemnification under this Agreement; provided, however, that in addition to such indemnification and any rights or remedies expressly set forth herein, the Parties may seek equitable remedies, including specific performance in accordance with applicable Legal Requirements or seek any remedy on account of any fraud committed with the intent to deceive by any Party hereto.
Indemnification Exclusive Remedy. Indemnification pursuant to and as limited by the provisions of this Article X shall be the exclusive remedy of any party for any misrepresentation or breach of any warranty, representation, covenant or agreement contained herein or any other agreement or closing document executed and delivered pursuant to the
Indemnification Exclusive Remedy. From and after the Closing, except as set forth in Section 2.5 and 11.10, indemnification pursuant to this Article X shall be the Buyer Indemnified Parties’ and Seller Indemnified Parties’ sole and exclusive remedy for any Related Claims. Without limiting the generality of the foregoing, from and after the Closing, Buyer, for itself and the other Buyer Indemnified Parties, and Seller, for itself and the other Seller Indemnified Parties, (i) agrees that no legal action sounding in contribution, tort, strict liability or any other legal theory may be maintained by any Party, any Buyer Indemnified Party or Seller Indemnified Party against any Person not a Party to this Agreement, with respect to this Agreement or the transactions contemplated hereby and by the Ancillary Documents, and (ii) hereby waives any and all statutory rights of contribution or indemnification that any of the foregoing Persons might otherwise be entitled to under any Law or any similar rules of law embodied in the common law with respect to such matters. No current or former Affiliate or Representative of any Selling Equityholder (other than the Selling Equityholders themselves), the Company or any Company Subsidiary shall have any liability of any nature to any Buyer Indemnified Party with respect to the breach by any Selling Equityholder or the Company of any representation, warranty, covenant or agreement contained in this Agreement or any other matter relating to the transactions contemplated hereby or by the Ancillary Documents. The limitations in this Section 10.5 shall not apply with respect to (A) any Proceeding seeking equitable relief pursuant to Section 11.10, (B) any claims made solely against the insurer under the R&W Insurance Policy, (C) with respect to claims made under Section 2.5, (D) any claims with respect to Fraud or (E) any claims under the Escrow Agreement.
Indemnification Exclusive Remedy. Notwithstanding anything contained herein or in the Transaction Documents, except in the event of any matter for which injunctive or equitable relief is expressly available hereunder, the remedies provided in Article 9 constitute the sole and exclusive remedies for recovery against an Indemnitor and, without limiting the foregoing, no Party hereto shall seek, and no Party hereto shall be liable for, the rescission of this Agreement for any reason at any time.
