Common use of Certain Other Indemnity Matters Clause in Contracts

Certain Other Indemnity Matters. Notwithstanding anything to the contrary contained in this Agreement: (a) Other than (i) the equitable remedies available to the Buyer and (ii) with respect to claims arising out of, in connection with or relating to fraud or willful misconduct, from and after the Closing, the sole and exclusive remedy of the Buyer Indemnified Parties (including the Company and its Affiliates) with respect to any and all claims arising out of, in connection with or relating to the subject matter of this Agreement will be pursuant to the indemnification provisions set forth in this Section 8. In furtherance of the foregoing, the Buyer on behalf of itself and all of the Buyer Indemnified Parties hereby waives, to the fullest extent permitted under applicable Law, agrees not to assert in any Action of any kind and agrees to defend and hold harmless each Seller Indemnified Party from, any and all rights, claims and causes of action any of them may now or hereafter have against any Seller Indemnified Party (including, without limitation, any such rights, claims or causes of action arising under or based upon common law or equity) other than claims for indemnification asserted as permitted by and in accordance with the provisions set forth in this Section 8. (b) Other than with respect to (i) the equitable remedies available to the parties and (ii) indemnification for Losses that are asserted in a Third Party Claim, no party will in any event be liable under this Section 8, and no claim for indemnification may in any event be asserted under this Section 8, for any incidental, consequential or punitive damages.

Certain Other Indemnity Matters. Notwithstanding anything Except with respect to the contrary contained in this Agreement: (a) Other than (i) the equitable remedies available to the Buyer §7.1, and (ii) except with respect to claims arising out of, in connection with or relating to fraud or willful misconduct, from and after the Closingintentional misrepresentation, the sole and exclusive remedy remedies of each Seller Indemnitee and each Buyer Indemnitee as against any Person from and after the Buyer Indemnified Parties (including the Company and its Affiliates) Closing with respect to any and all claims arising out of, in connection with or of any kind whatsoever relating to the subject matter of this Agreement will shall be pursuant to the indemnification provisions set forth in this Section §8. In furtherance of and subject to the foregoing, the Seller, Buyer, and Buyer on behalf of itself and all of the Buyer Indemnified Parties Parent hereby waiveswaive, to the fullest extent permitted under applicable Lawlaw, agrees and agree not to assert and to cause each of the other Seller Indemnitees and Buyer Indemnitees not to assert in any Action or proceeding of any kind and agrees to defend and hold harmless each Seller Indemnified Party fromkind, any and all rights, claims and causes of action any of them it may now or hereafter have against any Seller Indemnified Party (includingand any of their respective Affiliates and their respective members, without limitationpartners, any such rightsstockholders, claims or causes officers, directors, employees, agents and representatives and their respective Affiliates relating to the subject matter of action arising under or based upon common law or equity) this Agreement, other than claims for indemnification asserted as permitted by and in accordance with the provisions set forth in this Section §8 (including any such rights, claims or causes of action arising under or based upon common law or other Legal Requirements). Upon making any payment to an Indemnified Party for any indemnification claim pursuant to this §8. (b) Other than , the Indemnifying Party shall be subrogated, to the extent of such payment, to any rights which the Indemnified Party may have against other Persons with respect to the subject matter underlying such indemnification claim. The Parties shall take all reasonable steps to mitigate all such Losses upon and after becoming aware of any event which could reasonably be expected to give rise to any Losses with respect to which indemnification may be requested hereunder. Any insurance proceeds and Tax Benefits actually received or realized by an Indemnified Party (ior an Affiliate of an Indemnified Party) the equitable remedies available after indemnification shall have been made to such Indemnified Party hereunder that were not given effect, pursuant to the parties definition of “Loss”, in determining the amount of such Loss, up to the amount of such Loss, shall be refunded to the Indemnifying Party by the Indemnified Party. To the extent permitted under applicable Legal Requirements, any and (ii) indemnification all payments or offsets pursuant to this §8 shall be deemed for Losses that are asserted in a Third Party Claim, no party will in any event Tax purposes to be liable under this Section 8, and no claim for indemnification may in any event be asserted under this Section 8, for any incidental, consequential or punitive damagesadjustments to the Purchase Price.

Certain Other Indemnity Matters. Notwithstanding anything to the contrary contained in this Agreement: (a) Other than (i) the equitable The sole and exclusive remedies available to the of each Seller Indemnitee and Buyer and (ii) with respect to claims arising out of, in connection with or relating to fraud or willful misconduct, Indemnitee as against any Person from and after the Closing, the sole and exclusive remedy of the Buyer Indemnified Parties (including the Company and its Affiliates) Closing with respect to any and all claims arising out of, in connection with or of any kind whatsoever relating to the subject matter of this Agreement will shall be pursuant to the indemnification provisions set forth in this Section 810 and in Sections 8.4.1 (Tax Indemnitees), 8.4.9 (Post-Closing Transactions Not in the Ordinary Course), 8.6 (Guarantees), 8.8 (Surety Bonds/Letters of Credit), 9.6 (WARN) and 9.8 (Employee Indemnity) and the right of specific performance set forth in Section 12.13, other than any rights, claims or causes of action arising out of fraud or intentional misrepresentation by a party. In furtherance of the foregoing, after the Closing, each of the Seller and the Buyer on behalf of itself and all of the Buyer Indemnified Parties hereby waives, releases and discharges, to the fullest extent permitted under applicable Lawlaw, and agrees not to assert and to cause each of the other Seller Indemnitees and Buyer Indemnitees not to assert in any Action action or proceeding of any kind and agrees to defend and hold harmless each Seller Indemnified Party fromkind, any and all rights, claims and causes of action any of them it may now or hereafter have against any party hereto and any of their respective Affiliates and their respective members, partners, stockholders, officers, directors, employees, agents and representatives and their respective Affiliates relating to the subject matter of this Agreement (and, with respect to claims by Seller Indemnified Party (includingagainst the Target Companies, without limitationall claims whatsoever arising prior to the Closing Date), any such rights, claims or causes of action arising under or based upon common law or equity) other than (a) claims for indemnification asserted as permitted by and in accordance with the provisions set forth in this Section 8. 10 and in Sections 8.4.1 (Tax Indemnitees), 8.4.9 (Post-Closing Transactions Not in the Ordinary Course), 8.6 (Seller Guarantees), 8.8 (Surety Bonds/Letters of Credit), 9.6 (WARN) and 9.8 (Employee Indemnity) (including any such rights, claims or causes of action arising under or based upon common law or other Legal Requirements), (b) Other any and all rights, claims and causes of action based upon fraud or intentional misrepresentation by a party and (c) any and all rights to specific performance set forth in Section 12.13. In no event shall any party be liable for loss of profits or consequential or incidental damages by reason of a breach of any representation, warranty, covenant or other provision contained in this Agreement or in any Schedule or certificate delivered pursuant hereto other than with respect to (i) any such damages that are part of a claim by a third party subject to indemnification pursuant to Section 10.6. Upon making any payment to an Indemnified Party for any indemnification claim pursuant to this Section 10, the equitable remedies available Indemnifying Party shall be subrogated, to the parties extent of such payment, to any rights which the Indemnified Party may have against other Persons with respect to the subject matter underlying such indemnification claim. Each Indemnified Party shall take all reasonable steps to mitigate all such Losses upon and (ii) after becoming aware of any event which could reasonably be expected to give rise to any Losses with respect to which indemnification may be requested hereunder. The monetary and time limitations on indemnification set forth in Sections 10.3 and 10.4, respectively, shall not apply to any breach of any covenant contemplated by this Agreement to be performed after the Closing. Any insurance proceeds and Tax Benefits actually received by an Indemnified Party after an indemnification payment shall have been made to such Indemnified Party hereunder that were not given effect in determining the amount of the Loss to which such indemnification payment related, shall promptly be refunded to the Indemnifying Party by the Indemnified Party. Any and all payments or offsets pursuant to this Agreement shall be deemed for all purposes to be adjustments to the Purchase Price. After it has been determined that there is an indemnifiable event pursuant to Section 10.1 or 10.2, the representation, warranty, covenant or agreement that is the subject of such indemnifiable event shall be read without regard to and without giving effect to any “materiality”, or “Material Adverse Effect” standard or qualification contained in such representation or warranty for the purposes of determining the amount of any Losses that are asserted in a Third Party Claim, no party will in any event be liable under this Section 8, and no claim for the subject matter of the related indemnification may in any event be asserted under this Section 8, for any incidental, consequential or punitive damagesclaim.

Certain Other Indemnity Matters. Notwithstanding anything to the contrary contained in this Agreement: (a) Other than (i) the equitable remedies available to the Buyer and (ii) with respect to claims arising out of, in connection with or relating to fraud or willful misconduct, from From and after the Closing, Closing the sole and exclusive remedy remedies of the Buyer Indemnified Parties (including Company, the Company Initial Members and its Affiliates) USE with respect to any and all claims arising out ofrelating the inaccuracy of any representation or warranty, and breaches of the agreements and covenants, contained in connection with or relating to the subject matter of this Agreement will shall be pursuant to the indemnification provisions set forth in this Section 8. Article V. In furtherance of the foregoing, the Buyer Company, the Initial Members and USE hereby agree, on their own behalf and on behalf of itself and all of the Buyer Indemnified Parties hereby waivestheir Affiliates, waive, to the fullest extent permitted under applicable Lawlaw, agrees and agree not to assert in any Action action or proceeding of any kind and agrees to defend and hold harmless each Seller Indemnified Party fromkind, any and all rights, claims and causes of action any of them it or such Affiliate may now or hereafter have against the other parties relating to the inaccuracy of any Seller Indemnified Party representation or warranty, and breach of any agreement or covenant, other than claims for indemnification asserted as permitted by and in accordance with the provisions set forth in this Section 5.7 (including, without limitation, any such rights, claims or causes of action arising under or based upon common law or equity) other than claims for indemnification asserted as permitted by and in accordance with the provisions set forth in this Section 8legal requirements). (b) Other The parties agree that in no event shall any party hereto have any claim or cause of action (including, without limitation, any tort claim) arising from or relating to this Agreement against any Affiliate (other than with respect any signatory hereto as to (iits obligations hereunder) of any other party hereto, including, without limitation, any claim or cause of action based on any theory asserting shareholder liability of an entity or the equitable remedies available to "piercing of the parties and (ii) indemnification for Losses that are asserted in a Third Party Claim, no party will in any event be liable under this Section 8, and no claim for indemnification may in any event be asserted under this Section 8, for any incidental, consequential or punitive damagescorporate veil" of an entity.