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 9 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. 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. (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 Sellers, 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 8.10.
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 the provisions of this Article X shall be the exclusive remedy of the parties for any misrepresentation or breach of any warranty or covenant contained herein or in any closing document executed and delivered pursuant to the provisions hereof with respect to any matter which is the subject of this Article X. Without limiting the generality of the preceding sentence, no legal action sounding in tort or strict liability may be maintained by any party.
Indemnification Exclusive Remedy. Except for claims or causes of action based on fraud or otherwise as expressly provided herein, indemnification pursuant to the provisions of this Article X shall following the Closing be the exclusive remedy of the parties for any misrepresentation or breach of any warranty or covenant contained herein or in any closing document executed and delivered pursuant to the provisions hereof. Without limiting the generality of the preceding sentence, following the Closing (i) no legal action sounding in contribution, tort or strict liability may be maintained by any party hereto (or a Purchaser Indemnitee or Seller Indemnitee not a party hereto) against any other party hereto with respect to any matter that is the subject of this Article X (including with respect to each of the failure to discharge any Excluded Liability or any Environmental Claim), (ii) Purchaser, for itself and the other Purchaser Indemnitees, hereby waives any and all statutory rights of contribution or indemnification that any of them might otherwise be entitled to under any federal, state or local law, including legal action pursuant to the Comprehensive Environmental Response, Compensation and Liability Act or any analogous state or local law, regulation or ordinance or any similar rules of law embodied in the common law and (iii) the only action which may be asserted by any Purchaser Indemnitee with respect to any Environmental Claim shall be a contract action to enforce, or to recover Damages pursuant to this Article X. Nothing herein contained shall limit Seller's right (although it shall not have any obligation) to pursue (whether separately, simultaneously or in seriatim) recovery under one or more of the insurance policies maintained by Purchaser pursuant to Section 8.7 hereof, Seller's own insurance policies or this Article X. The pursuit of one or more of such remedies by Seller shall not be deemed to be a waiver of the right to pursue any other remedy.
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.
