Exclusive Post-Closing Remedy. After the Closing, and except for any non-monetary, equitable relief to which any Party may be entitled, or any remedies for willful misconduct or actual fraud, the rights and remedies set forth in this Article IX shall constitute the sole and exclusive rights and remedies of the Parties under or with respect to the subject matter of this Agreement.
Exclusive Post-Closing Remedy. After the Closing, the rights and remedies set forth in this Article 8 and Article 9 shall constitute the sole and exclusive rights and remedies of the Parties under or with respect to the subject matter of this Agreement except for any non-monetary, equitable relief to which any Party may be entitled, and any remedies for actual fraud.
Exclusive Post-Closing Remedy. To the fullest extent permitted by applicable Law, after the Closing, the rights and remedies set forth in this Article 8 and Article 9 shall constitute the sole and exclusive rights and remedies of the Parties under or with respect to the subject matter of this Agreement, except for any non-monetary, equitable relief to which any Party may be entitled or any remedies for willful misconduct or fraud. Notwithstanding any provision in this Section 8(h) to the contrary, this Section 8(h) shall not limit or otherwise affect any Party’s right to seek the remedy of specific performance as contemplated by Section 11(q) or any right or remedy (including monetary remedies) for any claim arising from the willful or intentional misrepresentation or misconduct or fraud of any Party. IN FURTHERANCE OF THE FOREGOING AND EXCEPT AS OTHERWISE CONTEMPLATED BY THIS SECTION 8(H), AFTER THE CLOSING, EACH OF THE PARTIES, ON BEHALF OF ITSELF AND OF ITS AFFILIATES, HEREBY WAIVES, RELEASES AND DISCHARGES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE OTHER PARTY AND ITS AFFILIATES FROM ANY AND ALL LOSSES FOR ANY BREACH OR FAILURE OF ANY REPRESENTATION OR WARRANTY, OR BREACH OF ANY COVENANT IN THIS AGREEMENT (WHETHER AT LAW OR IN EQUITY OR OTHERWISE, FORESEEN OR UNFORESEEN, MATURED OR UNMATURED, KNOWN OR UNKNOWN, ACCRUED OR NOT ACCRUED OR BASED ON ANY LAW OR RIGHT OF ACTION OR OTHERWISE) NOTWITHSTANDING THE NEGLIGENCE OR GROSS NEGLIGENCE (WHETHER SOLE, JOINT OR CONCURRENT OR ACTIVE OR PASSIVE) OR STRICT LIABILITY OR ILLEGAL CONDUCT OF A RELEASED PARTY.
Exclusive Post-Closing Remedy. After the Closing, and except for any non-monetary, equitable relief to which any Indemnified Person may be entitled, the rights and remedies set forth in this Article 8 shall constitute the sole and exclusive rights and remedies of the Indemnified Persons under or with respect to the subject matter of this Agreement.
Exclusive Post-Closing Remedy. After the Closing, and except for any non-monetary, equitable relief to which any Indemnified Person may be entitled, the rights and remedies set forth in this Article 6 shall constitute the sole and exclusive rights and remedies of the Indemnified Persons under or with respect to the subject matter of this Agreement; provided, however, that nothing in this Agreement is intended to limit any right of any Person with respect to a common law fraud claim against another Person.
Exclusive Post-Closing Remedy. The parties hereto hereby acknowledge and agree that from and after Closing, the indemnification provisions in Article VIII and Article X shall be the sole and exclusive rights and remedies of the parties with respect to the transactions contemplated by this Agreement, including, without limitation, with respect to (a) any misrepresentation, breach or default of or under any of the representations, warranties, covenants and agreements contained in this Agreement, or (b) any failure to duly perform or observe any term, provision, covenant or agreement contained in this Agreement; provided, however, that nothing in this Agreement shall be deemed to limit any rights of a party under the Company Stockholders’ Support Agreements, Company Stockholders’ Option Agreements or Transmittal Letters; and, provided, further, that nothing in this Agreement shall be deemed to limit the right of Purchaser Parent, Purchaser and Merger Sub to seek equitable relief pursuant to Section 12.10.
Exclusive Post-Closing Remedy. After the Closing, and except for any (i) non-monetary, equitable relief to which any Parent Indemnitee may be entitled; (ii) recourse provided in Section 2.10 with respect to any Net Asset Closing Adjustment; and (iii) rights or remedies that Parent Indemnitee has, or might have, at law, in equity or otherwise, against Company or its Subsidiaries based on fraud or any willful failure to fulfill any agreement or covenant, the rights and remedies set forth in this Section 9 shall constitute the sole and exclusive rights and remedies of the Parent Indemnitee under or with respect to the subject matter of this Agreement.
Exclusive Post-Closing Remedy. Absent fraud, and except for seeking equitable relief, from and after the Closing the sole remedy of a Reimbursed Party in connection with the matters specified in Section 11.1, shall be the appropriate Escrow Deposits as set forth in this Article 11. For greater certainty, claims which are the subject matter of Section 11.1 and which allege a claim of fraud and state the circumstances constituting fraud with particularity on the part of any party shall not be subject to the limitations set forth in this Section 11.4, including, without limitation, reimbursement exclusively from the Escrow Deposits. For greater certainty, no stockholder of Company shall have personal liability for any amounts by which the Escrow Deposits may be reduced under this Agreement, and the sole source of recovery for such amounts shall be the Escrow Deposits.
Exclusive Post-Closing Remedy. The remedies set forth in this Article IX shall be the sole and exclusive remedies of the Parties after the Closing for any and all Losses sustained or incurred by the Parties or their respective successors or assigns in connection with this Agreement or the transactions contemplated hereby.
Exclusive Post-Closing Remedy. After the Closing, and except for any non-monetary, equitable relief to which any Indemnitee may be entitled, the rights and remedies set forth in this Article 10 shall constitute the sole and exclusive rights and remedies of the Indemnitees under or with respect to the subject matter of this Agreement; provided, however, that nothing in this Section is intended to limit or shall be construed to limit any right of any Indemnitee with respect to a common law fraud claim against an Indemnitor.
