Exclusive Remedy; No Duplication. (a) From and after the Closing, except as expressly set forth in this Agreement or the Ancillary Documents, (i) the indemnification provided for in this Article 10 shall be the sole and exclusive remedy of the Indemnified Parties (including the Buyer and the Seller, as applicable) in connection with this Agreement and the Transactions, (ii) neither the Buyer nor the Seller shall be liable or responsible in any manner whatsoever (whether for indemnification or otherwise) to any Indemnified Party for a breach of this Agreement or in connection with any of the Transactions except pursuant to the indemnification provisions set forth in this Article 10 and (iii) each party hereby waives, to the fullest extent permitted under applicable Law, any and all rights, claims and causes of action (A) in respect of (including for any breach of) any representation, warranty, covenant, agreement or obligation set forth herein, (B) otherwise relating to the subject matter of, any process related to and any transaction contemplated by this Agreement and (C) other than as provided in this Agreement, for subrogation, in each case that it may have against the other party and such party’s former, current or future Affiliates, or any of its or their respective former, current or future direct or indirect general or limited partners, shareholders, managers, management companies, equity holders, controlling Persons, members, agents, incorporators, trustees or other Representatives, or Representatives of any of the foregoing, or any heir, executor, administrator, successor or assign of any of the foregoing, in each case, arising under or based upon predecessor or successor liability, contribution, tort, strict liability or any Law or otherwise, except, in each case, pursuant to the indemnification provisions set forth in this Article 10.
Exclusive Remedy; No Duplication. From and after the Closing, except as provided in Section 2.4, Section 2.5, or Section 8.4(g), and except in the case of Fraud, the indemnification provisions of this Article 9 shall be the sole and exclusive post-Closing remedy with respect to any and all claims arising out of or relating to this Agreement, any Related Agreement, the negotiation and execution of this Agreement or any Related Agreement, and the performance by the Parties of this Agreement or any Related Agreement, and no remedy other than in the case of Fraud shall be had pursuant to any statutory, contract, misrepresentation, strict liability or tort theory or otherwise by any Party or its officers, directors, employees, agents, affiliates, attorneys, consultants, insurers, successors and assigns, all such remedies being hereby expressly waived to the fullest extent permitted under applicable Law (including claims under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, and claims under the Resource Conservation and Recovery Act of 1976, as amended). In addition to the foregoing, but without limiting Buyer’s rights and remedies in the case of Fraud, the amount of indemnification obligations of the Parties set forth in this Article 9 shall be the maximum amount of Post-Closing indemnification obligations arising in connection with this Agreement and all Related Agreements, and Buyer shall not be entitled to any rescission of this Agreement (or any Related Agreements) or any further indemnification rights or claims of any nature whatsoever, all of which are hereby expressly waived by Buyer to the fullest extent permitted under applicable Law. Without limiting the ability of the Buyer to pursue recovery under a breach of multiple representations, warranties and covenants with respect to a matter giving rise to a breach of representation, warranty or covenant, the Buyer Indemnified Parties shall be entitled to only a single recovery (without duplication) for each dollar of indemnified Losses that arise in connection with such matter, even if such matter shall involve breaches of multiple representations, warranties and covenants.
