Exclusive Remedy; Mitigation. Employee agrees that the payments contemplated by this Agreement shall constitute the exclusive and sole remedy for any termination of his employment and Employee covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of employment. The Company agrees that the payments contemplated by the Agreement shall not be reduced by any compensation Employee may receive as a result of employment by any other person or entity after the termination of his employment.
Exclusive Remedy; Mitigation. Subject to Section 4.6, the Parties hereto agree that the indemnification provisions set forth in this Article XII are the exclusive provisions in this Agreement with respect to the liability of the Sellers or Purchaser for the breach, and the sole remedy of Sellers, Purchaser, the Purchaser Parties and the Seller Parties for any claims for breach of representation or warranty arising out of this Agreement or any law or legal theory applicable thereto; provided, that nothing herein shall preclude any Party from seeking any remedy based upon fraud. Each Person entitled to indemnification hereunder shall take reasonable steps to mitigate all Losses that are indemnified hereunder. Notwithstanding the foregoing, in the event of a termination of this Agreement by either Purchaser or Seller, nothing shall limit the rights and remedies of parties under Section 4.6 hereof.
Exclusive Remedy; Mitigation. (a) Each of the Sellers and the Buyers and their respective affiliates hereby acknowledges and agrees that its sole and exclusive remedy with respect to any claim for indemnification pursuant to or in connection with this Agreement shall be pursuant to the indemnification provisions set forth in this Article 7. Notwithstanding the foregoing, nothing herein will limit any claim based on fraud.
Exclusive Remedy; Mitigation. (a) Notwithstanding anything in this Agreement to the contrary, except (i) as may be required to specifically enforce post-Closing covenants hereunder or (ii) in the case of a claim based upon Fraud or willful or criminal misconduct, after the Closing Date the rights set forth in Section 2.9 and this Article X are and shall be the sole and exclusive remedies of Purchaser, the Purchaser Indemnified Persons, the Sellers and the Seller Indemnified Persons with respect to this Agreement, any Company Documents, any Seller Documents and, any Purchaser Documents and the transactions contemplated hereby and thereby. Nothing set forth in this Agreement (including Section 4.26) shall affect any party’s right to seek and/or obtain any **** Confidential Treatment has been requested for certain redacted provisions of this exhibit. The redacted provisions are identified by asterisks and enclosed by brackets. The confidential portions have been filed separately with the Securities and Exchange Commission. and all available equitable remedies, including rescission and restitution, in the case of fraud within a period of two (2) years after the Closing Date.
Exclusive Remedy; Mitigation. Each of the Sellers and the Buyer hereby acknowledges and agrees that its sole and exclusive remedy with respect to any Claim for indemnification pursuant to or in connection with this Agreement shall be pursuant to the indemnification provisions set forth in this Article IX and are in lieu of any statutory, equitable, or common law remedy any party hereto may otherwise have for any misrepresentation or breach of any warranty or covenant. The Sellers and the Buyer shall take all reasonable steps to mitigate all Damages upon and after becoming aware of any event which would reasonably be expected to give rise to any Claim. Notwithstanding anything to the contrary contained herein, Damages shall not under any circumstances include any consequential, multiple, incidental, punitive or exemplary damages.
Exclusive Remedy; Mitigation. Except as specifically set forth in this Agreement, each Party waives any rights and claims it may have against the other Party, whether in Law or in equity, relating to the Purchased Assets or the Transactions after the Closing. Such rights and claims waived by each Party include, claims for contribution or other rights of recovery arising out of or relating to claims for breach of contract, breach of representation or warranty, negligent misrepresentation and all other claims for breach of duty. After the Closing, ARTICLE 10 will provide the exclusive remedy for any misrepresentation, breach of warranty, covenant or other agreement or other claim arising out of this Agreement or the Transactions contemplated hereby. Notwithstanding the foregoing, Buyer and Seller agree that each Party shall retain all remedies at Law or in equity with respect to actual fraud or willful or intentional breaches of a representation, warranty, covenant or agreement contained in this Agreement. Each of Buyer and Seller has an obligation to use reasonable best efforts to mitigate Damages for which they are or may be entitled to indemnification pursuant to this ARTICLE 10.
Exclusive Remedy; Mitigation. The rights of the Purchaser, the Seller and the other Indemnified Parties under this Article V shall be the sole and exclusive remedy of such Indemnified Parties with respect to any and all Losses suffered by an Indemnified Party arising out of or resulting from this Agreement. Subject to Article X below, notwithstanding the foregoing, either the Purchaser or the Seller may bring an action for specific performance and/or injunctive or other equitable relief (without posting a bond or other security) to enforce or prevent any violations of any provision of this Agreement. Each party entitled to or seeking indemnification hereunder shall take all reasonable steps to mitigate all Losses after becoming aware of any event which could reasonably be expected to give rise to any Losses.
Exclusive Remedy; Mitigation. Except for the remedy of specific performance, which any party may seek to utilize in the case of a breach by another party of its obligations hereunder, each of K&S, each member of Seller Group and each Purchaser entity acknowledge and agree that, following the Initial Closing, the indemnification provisions of Sections 14 (b) (i) and (ii) shall be the sole and exclusive remedies of the parties hereto for any breach of the representations or warranties in this Agreement that survive the Initial Closing and for any failure to perform or comply with any covenants or agreements contained herein. In furtherance of, and subject to, the foregoing, each party hereto hereby waives from and after the Initial Closing, any and all rights, claims and causes of action it may have against the Indemnitor arising under or based upon any applicable law or otherwise, except for the remedies specifically provided in this Agreement. In addition, each of the parties hereto shall (x) take such commercially reasonable actions as may be available to mitigate any Losses for which such party would otherwise be entitled to indemnification hereunder, and (y) not intentionally take any action that it is not legally required to take if such action would result in Losses for which it will seek indemnification hereunder.
