Common use of Acknowledgements; Exclusive Remedy Clause in Contracts

Acknowledgements; Exclusive Remedy. (a) Except as otherwise specifically provided in this Agreement, any Implementing Agreement or in any Transition Agreement, Buyer acknowledges and agrees that, other than with respect to (i) claims of, or causes of action arising from, fraud and (ii) claims for equitable relief related to the breach of any covenant or agreement of Ashland contained in this Agreement requiring performance after the Closing, Buyer’s sole and exclusive remedy after the Closing with respect to any and all claims against Ashland and its Affiliates relating to this Agreement, the Contemplated Transactions, any document or certificate delivered in connection herewith, the Business, the Conveyed Assets, the Assumed Liabilities, the Retained Liabilities or any applicable Law (including, inter alia, any rights of contribution or recovery under CERCLA or other Environmental Law) or otherwise shall be pursuant to the indemnification provisions set forth in this Agreement. In furtherance of the foregoing, Buyer hereby waives, from and after the Closing, to the fullest extent permitted under applicable Law, any and all rights, claims and causes of action (other than claims of, or causes of action arising from, fraud and claims for equitable relief related to the breach of any covenant or agreement of Ashland contained in this Agreement requiring performance after the Closing) it or any of its Affiliates may have against Ashland or any of its Affiliates or any of their respective officers, directors, employees, agents or advisors arising under or based upon this Agreement, the Contemplated Transactions, any document or certificate delivered in connection herewith, the Business, the Conveyed Assets, the Assumed Liabilities, the Retained Liabilities or any applicable Law (including, inter alia, any rights of contribution or recovery under CERCLA or other Environmental Law) or otherwise, except pursuant to the indemnification provisions set forth in this Agreement.

Acknowledgements; Exclusive Remedy. (a) Except as otherwise specifically provided in this Agreement, or any Implementing Agreement or instrument delivered in any Transition Agreementconnection with the consummation of the Transaction, Buyer Global acknowledges and agrees that, other than with respect to (i) claims of, or causes of action arising from, fraud fraud, criminal activity or willful misconduct and (ii) claims for equitable relief related to the breach of any covenant or agreement of Ashland AEHC contained in this Agreement requiring performance after the Closing, BuyerGlobal’s and the Global Indemnitee’s sole and exclusive remedy after the Closing with respect to any and all claims against Ashland AEHC and its Affiliates relating to this Agreement, the Contemplated TransactionsTransaction, any document or certificate delivered in connection herewith, the Business, the Conveyed Assets, the Assumed Liabilities, the Retained Liabilities or any applicable Law (including, inter alia, any rights of contribution or recovery under CERCLA or other Environmental Law) or otherwise shall be pursuant to and limited by the indemnification provisions set forth in this Agreement. In furtherance of the foregoing, Buyer Global hereby waives, from and after the Closing, to the fullest extent permitted under applicable Law, any and all rights, claims and causes of action (other than claims of, or causes of action arising from, fraud , criminal activity or willful misconduct and claims for equitable relief related to the breach of any covenant or agreement of Ashland AEHC contained in this Agreement requiring performance after the Closing) it or any of its Affiliates may have against Ashland AEHC or any of its Affiliates or any of their respective officers, directors, employees, agents or advisors arising under or based upon this Agreement, the Contemplated TransactionsTransaction, any document or certificate delivered in connection herewith, the Business, the Conveyed Assets, the Assumed Liabilities, the Retained Liabilities or any applicable Law (including, inter alia, any rights of contribution or recovery under CERCLA or other Environmental Law) or otherwise, except pursuant to the indemnification provisions set forth in this Agreement. Notwithstanding anything herein to the contrary, AEHC’s liability with respect to any claims of, or causes of action arising from, fraud, criminal activity or willful misconduct by AEHC shall be unlimited.

Acknowledgements; Exclusive Remedy. (a) Except as otherwise specifically provided in this Agreement, Agreement or any Implementing Agreement or in any Transition Agreement, Buyer acknowledges and agrees that, other than with respect to (i) claims of, or causes of action arising from, fraud and (ii) claims for equitable relief related to the breach of any covenant or agreement of Ashland Parent contained in this Agreement requiring performance after the Closing, Buyer’s sole and exclusive remedy after the Closing with respect to any and all claims against Ashland Parent and its Affiliates relating to this Agreement, the Contemplated Transactions, any document or certificate delivered in connection herewithherewith (other than the Ancillary Agreements), the Business, the Conveyed Assets, the Assumed Liabilities, the Retained Liabilities or any applicable Law (including, inter alia, any rights of contribution or recovery under CERCLA or other Environmental Law) or otherwise shall be pursuant to the indemnification provisions set forth in this Agreement. In furtherance of the foregoing, Buyer hereby waives, from and after the Closing, to the fullest extent permitted under applicable Law, any and all rights, claims and causes of action (other than claims of, or causes of action arising from, fraud and claims for equitable relief related to the breach of any covenant or agreement of Ashland Parent contained in this Agreement requiring performance after the Closing) it or any of its Affiliates may have against Ashland Parent or any of its Affiliates or any of their respective officers, directors, employees, agents or advisors arising under or based upon this Agreement, the Contemplated Transactions, any document or certificate delivered in connection herewithherewith (other than the Ancillary Agreements), the Business, the Conveyed Assets, the Assumed Liabilities, the Retained Liabilities or any applicable Law (including, inter alia, any rights of contribution or recovery under CERCLA or other Environmental Law) or otherwise, except pursuant to the indemnification provisions as set forth in this Agreement or any Implementing Agreement.