Common use of After the Closing Clause in Contracts

After the Closing. to the extent permitted by applicable Laws, and except in the case of fraud, gross negligence or willful misconduct, the indemnities set forth in this Article 11 shall be the exclusive remedies of the Purchasers and the Sellers and their respective officers, directors, employees, agents and Affiliates due to misrepresentation, breach of warranty, nonfulfillment or failure to be performed of any covenant or agreement contained in this Agreement or any events, occurrences or conditions relating to the Facilities in respect of all periods on or after the date hereof for the Sellers, and the parties shall not be entitled to a rescission of this Agreement or to any further indemnification rights or claims of any nature whatsoever in respect thereof, all of which the parties hereto hereby waive; provided, however, that the foregoing provision shall not limit or restrict the availability of specific performance or other injunctive or equitable relief (other than rescission) to the extent that specific performance or such other relief would otherwise be available to a party under this Agreement.

Appears in 3 contracts

Samples: Sale and Purchase Agreement, Sale and Purchase Agreement (Ormat Funding Corp.), Sale and Purchase Agreement (Ormat Funding Corp.)

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After the Closing. to the extent permitted by applicable Laws, and except in the case of fraud, gross negligence or willful misconduct, the indemnities set forth in this Article 11 shall be the exclusive remedies of the Purchasers and the Sellers and their respective officers, directors, employees, agents and Affiliates due to misrepresentation, breach of warranty, nonfulfillment or failure to be performed of any covenant or agreement contained in this Agreement or any events, occurrences or conditions relating to the Facilities Facility in respect of all periods on or after the date hereof Closing Date for the Sellers, and the parties shall not be entitled to a rescission of this Agreement or to any further indemnification rights or claims of any nature whatsoever in respect thereof, all of which the parties hereto hereby waive; provided, however, that the foregoing provision shall not limit or restrict the availability of specific performance or other injunctive or equitable relief (other than rescission) to the extent that specific performance or such other relief would otherwise be available to a party under this Agreement.

Appears in 1 contract

Samples: Sale and Purchase Agreement (Ormat Funding Corp.)

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After the Closing. to the extent permitted by applicable Laws, and except in the case of fraud, gross negligence or willful misconduct, the indemnities set forth in this Article 11 shall be the exclusive remedies of the Purchasers and the Sellers and their respective officers, directors, employees, agents and Affiliates due to misrepresentation, breach of warranty, nonfulfillment or failure to be performed of any covenant or agreement contained in this Agreement or any events, occurrences or conditions relating to the Facilities in respect of all periods on or after the date hereof for the SellersOrmesa II Facility, and the parties shall not be entitled to a rescission of this Agreement or to any further indemnification rights or claims of any nature whatsoever in respect thereof, all of which the parties hereto hereby waive; provided, however, that the foregoing provision shall not limit or restrict the availability of specific performance or other injunctive or equitable relief (other than rescission) to the extent that specific performance or such other relief would otherwise be available to a party under this Agreement.

Appears in 1 contract

Samples: Sale and Purchase Agreement (Ormat Funding Corp.)

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