Common use of Sole Remedy/Waiver Clause in Contracts

Sole Remedy/Waiver. Except in the case of actual (and not constructive) fraud or intentional misrepresentation and as set forth in Section 10.12, the parties hereto acknowledge and agree that, in the event that the Closing occurs, the remedies provided for in this Article IX shall be the parties’ sole and exclusive remedy for any breach of the representations and warranties or covenants contained in this Agreement or any claims relating to this Agreement or any other document, certificate or agreement delivered pursuant hereto. In furtherance of the foregoing, the parties hereby waive, effective upon the occurrence of the Closing, to the fullest extent permitted by applicable Law, any and all other rights, claims and causes of action (including rights of contribution, if any, and claims for rescission) known or unknown, foreseen or unforeseen, which exist or may arise in the future, that it may have against the Sellers or any of their Representatives, the Shareholders’ Representative or any of its Representatives, any member of the Board, or Buyer or any of its Representatives, as the case may be, arising under or based upon any federal, state or local Law (including any such Environmental Law or arising under or based upon any securities Law, common law or otherwise) for any breach of the representations and warranties or covenants contained in this Agreement.

Sole Remedy/Waiver. Except in the case of actual (and not constructive) fraud or intentional misrepresentation and as set forth in Section 10.12, the parties hereto The Parties acknowledge and agree thatthat except in respect of claims based upon fraud or willful misconduct, in following the event that the Closing occursClosing, the remedies provided for in this Article IX Agreement shall be the partiesParties’ sole and exclusive remedy for any misrepresentations, breach of the representations and warranties or breach of covenants contained in this Agreement or any claims relating to this Agreement or any other document, certificate or agreement delivered pursuant heretoAgreement. In furtherance of the foregoing, the parties Parties hereby waive, effective upon the occurrence of the Closing, to the fullest extent permitted by applicable Law, any and all other rights, claims and causes of action (including rights of contribution, if any), other than any such rights, claims and claims for rescission) causes of action based upon fraud or willful misconduct, known or unknown, foreseen or unforeseen, which exist or may arise in the future, that it they may have against the Sellers or any of their Representatives, the Shareholders’ Representative Seller or any of its Representatives, any member of the Boardrepresentatives, or Buyer Purchaser or any of its Representativesrepresentatives, as the case may be, arising under or based upon any federal, state or local Law (including any such Environmental Law or arising under or based upon any securities Law, common law or otherwise) for any misrepresentations or breach of the representations and warranties or covenants contained in this Agreement, except that if any of the provisions of this Agreement are not performed in accordance with their respective terms or are otherwise breached, the Parties shall be entitled to specific performance of the terms thereof in addition to any other remedy at law or equity.

Sole Remedy/Waiver. Except in the case of actual (and not constructive) fraud or intentional misrepresentation and as set forth in Section 10.12, the parties hereto The Parties acknowledge and agree that, in the event that the Closing occurs, the remedies provided for in this Article IX ‎Article XII shall be the partiesParties’ sole and exclusive remedy for any breach of the representations and warranties representations, warranties, covenants or covenants agreements contained in this Agreement or any claims relating to this Agreement or any other document, certificate or agreement delivered pursuant hereto, other than claims or causes of action arising out of fraud or intentional misconduct; provided, however, that this ‎Section 12.07 shall not limit or restrict a Party’s ability to obtain injunctive or equitable relief to enforce any covenant contained in this Agreement or in the Transaction Documents or any other document, certificate or agreement delivered pursuant hereto or thereto. In furtherance of the foregoingforegoing and except as specifically set forth in this Agreement, each of the parties Parties hereby waive, effective upon the occurrence of the ClosingEffective Date, to the fullest extent permitted by applicable Law, any and all other rights, claims and causes of action (including rights of contribution, if any, and claims for rescission) known or unknown, foreseen or unforeseen), which exist or may arise in the future, that it may have against the Sellers any current or future director, officer, employee, general or limited partner or equity holder of any of the Parties or their Representatives, the Shareholders’ Representative or any of its Representatives, any member of the Board, or Buyer or any of its Representativesrespective Affiliates, as the case may be, arising under or based upon any federal, state or local Law (including any such Environmental Law or arising under or based upon any securities Law, common law or otherwise) for any breach of the representations and warranties or covenants contained in this Agreement, other than claims or causes of action arising out of fraud or intentional misconduct.

Sole Remedy/Waiver. Except in the case of actual (and not constructive) fraud or intentional misrepresentation and as set forth in Section 10.12, the parties The Parties hereto acknowledge and agree that, except in respect of claims based upon fraud or willful misconduct, following the event that the Closing occursClosing, the remedies provided for in this Article IX Agreement shall be the partiesParties’ sole and exclusive remedy for any misrepresentations, breach of the representations and warranties or breach of covenants contained in this Agreement or any claims relating to this Agreement or any other document, certificate or agreement delivered pursuant heretoAgreement. In furtherance of the foregoing, the parties Parties hereby waive, effective upon the occurrence of the Closing, to the fullest extent permitted by applicable Law, any and all other rights, claims and causes of action (including rights of contribution, if any), other than any such rights, claims and claims for rescission) causes of action based upon fraud or willful misconduct, known or unknown, foreseen or unforeseen, which exist or may arise in the future, that it they may have against the Sellers or any of their Representatives, the Shareholders’ Representative or any of its Representatives, any member of the Board, or Buyer Purchaser or any of its Representatives, as the case may be, arising under or based upon any federal, state or local Law (including any such Environmental Law relating to environmental matters or arising under or based upon any securities Law, common law Law or otherwise) for any misrepresentations or breach of the representations and warranties or covenants contained in this Agreement, except that if any of the provisions of this Agreement are not performed in accordance with their respective terms or are otherwise breached, the Parties shall be entitled to specific performance of the terms thereof in addition to any other remedy at Law or equity. Notwithstanding anything to the contrary, the Ancillary Agreements shall not be subject to Article VIII but shall be treated in accordance with their terms as separate and distinct agreements.

Sole Remedy/Waiver. Except in the case of actual (and not constructive) fraud or intentional misrepresentation and as set forth in Section 10.129.12, the parties hereto acknowledge and agree that, in the event that the Closing occurs, except in the case of fraud by the Common Equityholders in connection with this Agreement, the remedies provided for in this Article IX VIII shall be the parties’ sole and exclusive remedy for any breach of the representations and warranties or covenants contained in this Agreement or any claims relating to this Agreement Agreement, the Merger or any other document, certificate or agreement delivered pursuant hereto. In furtherance of the foregoing, the parties hereby waive, effective upon the occurrence of the Closing, to the fullest extent permitted by applicable Law, any and all other rights, claims and causes of action (including rights of contribution, if any, and claims for rescission) known or unknown, foreseen or unforeseen, which exist or may arise in the future, that it may have against the Sellers Common Equityholders or any of their Representatives, the ShareholdersStockholders’ Representative or any of its Representatives, any member of the Boardboard of directors of the Company, or Buyer Parent and Merger Sub or any of its their respective Representatives, as the case may be, arising under or based upon any federal, state or local Law law (including any such Environmental Law law relating to environmental matters or arising under or based upon any securities Lawlaw, common law or otherwise) for any breach of the representations and warranties or covenants contained in this Agreement.