Indemnification Sole Remedy. Except in instances of fraud, the indemnification in Sections 10.1 and 10.2, as the case may be, will be the sole remedy of the Investors or the Company, as applicable, as a result of a breach of a representation and warranty contained in Section 3.1 or 3.2, as applicable. Except as to claims with respect to breaches of the representations and warranties in Section 3.1(u) (Taxes), any claim for indemnification must be made in a written notification to the party from which indemnification is sought, must describe in reasonable detail the claim and the facts on which such claim is based and, with respect to claims for indemnification arising under Section 10.1(i) or Section 10.2(i) must be given not later than the second anniversary of the Closing Date; provided that if notice of a claim for indemnification is brought prior to such second anniversary, then the indemnification obligation in respect of such claim shall survive until the final resolution of such claim. Each of the representations and warranties set forth in this Agreement shall survive the Closing under this Agreement but, except as to the representations and warranties in Section 3.1(u) (Taxes) only for a period of two years following the Closing Date (or until final resolution of any claim or action arising from the breach of any such representation and warranty, if notice of such breach was provided prior to the second anniversary of the Closing Date) and thereafter shall expire and have no further force and effect. Neither the Company nor the Investors will have any liability for any breach of a representation and warranty contained in Section 3.1 or 3.2 unless a claim is made in accordance with this Section 10.4.
Indemnification Sole Remedy. The provisions of this Article 5 shall constitute the sole remedy to the Vendors and the Purchaser against the other Parties to this Agreement with respect to any and all breaches of any agreement, covenant, representation or warranty made by such other Parties in this Agreement.
Indemnification Sole Remedy. The indemnification provisions set forth herein shall constitute the sole remedy for any breach of this Agreement.
Indemnification Sole Remedy. Except (a) for the ability of Parent, Merger Sub or the Company to obtain equitable remedies in connection with any breach or threatened breach of any of the covenants and agreements of the parties set forth herein; (b) as specified in Section 7.3(d) and Section 7.3(f), and (c) with respect to the representations of BBH and BBH QP set forth in Section 2.5(b) and (c), (i) the indemnification rights provided pursuant to this Article VII shall be the sole and exclusive remedies of the parties and their respective officers, directors, employees, affiliates, agents, representatives, successors and assigns for any breach of any representations and warranties and covenants and agreements contained in this Agreement; and (ii) each party hereby irrevocably waives any right to any remedy relating to any such breach other than the indemnification rights provided pursuant to this Article VII (whether by contract, common law, statute, regulation or otherwise). For the avoidance of doubt, except with respect to claims under Section 7.2(a)(iii) or (vii) or as set forth in Section 7.3(d) or Section 7.3(f) and breaches or inaccuracies of Fundamental Representations, the Stockholders shall have no liability in excess of the Cap regardless of whether Losses are recoverable under the R&W Insurance Policy.
Indemnification Sole Remedy. Except in instances of knowing fraud, the indemnification in Sections 10.1 and 10.2, as the case may be, will be the sole remedy of the Investors or the Company, as applicable, as a result of a breach of a representation and warranty contained in Section 3.1 or 3.2, as applicable. Except as to claims with respect to breaches of the representations and warranties in Section 3.1(u) (Taxes), any claim for indemnification must be made in a written notification to the party from which indemnification is sought, must describe in reasonable detail the claim and the facts on which such claim is based and, with respect to claims for indemnification arising under Section 10.1(i) or Section 10.2(i) must be given not later than the day that is two years after the Closing Date. Neither the Company nor the Investors will have any liability for any breach of a representation and warranty contained in Section 3.1 or 3.2 unless a claim is made in accordance with this Section 10.4.
Indemnification Sole Remedy. The right to indemnification under this Article XII and Article XIII, subject to the limitations set forth in SECTION 12.1.4 and Article XIII and the right of the Sellers to terminate the Noncompetition Agreements in the event of Purchaser's default in the performance of its obligations under SECTION 2.3, shall be the exclusive remedy of any party in connection with any breach by another party of its representations, warranties, or covenants or any other default under this Agreement, and neither party shall make or assert any claim under this Agreement or related to the Transactions, regardless of the form of action, except under and in accordance with this Article XII, provided that this shall not affect the right (a) of Purchaser to make a claim for specific performance as provided in Section 11.3, or (b) of either party to make a claim for damages arising from the other party's fraud up to a limit equal to the Total Consideration paid to Sellers under this Agreement.
Indemnification Sole Remedy. Except as to those covenants or agreements to be performed after Closing, the indemnification contained in this Agreement shall be deemed to be the exclusive remedy of the Indemnified Party in connection with or arising from any failure by the Indemnifying Party to perform any of its covenants or obligations in this Agreement or in the agreements related hereto or any breach by the Indemnifying Party of any warranty or the inaccuracy of any representation of the Indemnifying Party contained in this Agreement. Notwithstanding anything herein to the contrary, nothing herein shall preclude a party from obtaining injunctive relief or specific performance to enforce a breach of this Agreement.
Indemnification Sole Remedy. Except as provided in Paragraph 5.1 or 5.2 or in the Notes, the indemnification in Paragraph 9.1 or 9.2, as the case may be, will be the sole remedy of CVGI or the Company because any matter which is the subject of a representation or warranty contained in Paragraph 3.1 or 3.2 is not as represented and warranted. Any claim for that indemnification, other than a claim for indemnification with regard to Paragraph 3.1(c) or Paragraph 3.1(o), must be made not later than April 30, 2003 in a written notification to the party from which indemnification is sought which describes in reasonable detail the claim and the facts on which it is based. A claim for indemnification with regard to Paragraph 3.1(c) may be made at any time in a written notification containing the information described in the preceding sentence. A claim for indemnification with regard to Paragraph 3.1(o) may be made at any time until 60 days after the expiration of the statute of limitations with respect to the Tax in question and must be made in a written notification to the party from which indemnification is sought which describes in reasonable detail the claim and the facts on which it is based. Except as provided in the Notes, neither the Company nor CVGI will have any liability because any matter which is the subject of a representation and warranty contained in Paragraph 3.1 or 3.2 is not as represented or warranted unless it is described in a notification given as provided in this Paragraph.
Indemnification Sole Remedy. Except as otherwise expressly provided in this Agreement or as it relates to any claim for fraud or intentional misrepresentation, the indemnifications provided for in this Article VII constitute the sole remedy available to an Indemnified Party hereunder with respect to any and all breaches or failures of representations, warranties, covenants, conditions, agreements or obligations contained in this Agreement. In furtherance of the foregoing, each of the parties hereby waives to the fullest extent permitted under applicable Law, any and all other rights, claims and causes of action it may have against the other parties relating to the subject matter of this Agreement.
Indemnification Sole Remedy. After the Closing, the provisions of this Section 10 shall constitute the sole remedy of the Parties against each other with respect to any breach or non-fulfilment of any representation, warranty, agreement, covenant, condition or any other obligation contained in this Agreement, the Ancillary Agreements and any other document delivered pursuant to this Agreement.
