Common use of Certain Other Matters Clause in Contracts

Certain Other Matters. (a) If the Closing shall occur, the indemnification provisions of this Article VIII shall be the sole and exclusive remedy for money damages in respect of any inaccuracy or breach of any representation or warranty or any breach of any covenant or agreement made in this Agreement other than in respect of any claim under Article VI or as otherwise agreed in writing by the parties hereto. No party shall be entitled to seek, and to the fullest extent permitted by applicable Law, the parties hereto waive, any rights they might otherwise have to rescind the sale and purchase of the Shares. Without limiting the foregoing, the indemnities provided in this Article VIII shall constitute Purchaser Indemnified Party's exclusive remedy for any Losses arising under Environmental Laws (except with respect to Excluded Liabilities) and the Purchaser Indemnified Parties expressly waive and relinquish, on behalf of themselves, their successors and any assigns, any and all rights, claims or remedies such person may have against Seller under any Environmental Laws (except with respect to Excluded Liabilities), as presently in force or hereafter enacted, promulgated, or amended (including, without limitation, under the Comprehensive Environmental Response Compensation and Liability Act, or any similar state or local law) or at common law. (b) Upon making any payment to an Indemnified Party for any indemnification claim pursuant to this Article VIII, the Indemnifying Party shall be subrogated, to the extent of such payment, to any rights which the Indemnified Party or its Affiliates may have against any other Persons with respect to the subject matter underlying such indemnification claim and the Indemnified Party shall, at the Indemnifying Party's sole cost and expense, take such actions as the Indemnifying Party may reasonably require to perfect such subrogation or to pursue such rights against such other Persons as the Indemnified Party or its Affiliates may have.

Certain Other Matters. (a) If Upon making any Indemnity Payment, Indemnitor will, to the Closing shall occurextent of such Indemnity Payment, be subrogated to all rights of Indemnitee against any third Person (other than any Tax Authority) in respect of the indemnification provisions Indemnifiable Loss to which the Indemnity Payment related. Without limiting the generality or effect of this Article VIII shall be any other provision hereof, each such Indemnitee and Indemnitor will duly execute upon request all instruments reasonably necessary to evidence and perfect the sole above-described subrogation rights. (b) The rights and exclusive remedy for money damages remedies of any party in respect of any inaccuracy or breach of any representation or warranty or any breach of any representation, warranty, covenant or agreement made shall in this Agreement no way be limited by the fact that the act, omission, occurrence or other than in respect state of facts or circumstances upon which any claim of any claim under such inaccuracy or breach is based may also be the subject matter of any other representation, warranty, covenant or agreement as to which there is no inaccuracy or breach. The representations, warranties and covenants of Seller set forth herein (as such representations and warranties are qualified in accordance with the introductory paragraph of Article VI or as otherwise agreed in writing by the parties hereto. No party shall be entitled to seekIII), and to the fullest extent permitted by applicable Law, the parties hereto waive, any rights they might otherwise have to rescind the sale and purchase of the Shares. Without limiting the foregoing, the indemnities provided in this Article VIII shall constitute Purchaser Indemnified Party's exclusive remedy for any Losses arising under Environmental Laws (except with respect to Excluded Liabilities) and the Purchaser Indemnified Parties expressly waive Persons’ rights to indemnification with respect thereto, shall not be affected or deemed waived by reason of (and relinquish, the Purchaser Indemnified Persons shall be deemed to have relied upon such representations and warranties notwithstanding) (i) any investigation made by or on behalf of themselvesany of the Purchaser Indemnified Persons (including by any of its Representatives) or by reason of the fact that any of the Purchaser Indemnified Persons or any of such Representatives knew or should have known that any such representation or warranty is, their successors was or might be inaccurate, regardless of whether such investigation was made or such knowledge was obtained before or after the execution and delivery of this Agreement or (ii) Purchaser’s waiver of any assignscondition set forth in Article VIII. The representations, any warranties and all rightscovenants of Purchaser set forth herein (as such representations and warranties are qualified in accordance with the introductory paragraph of Article IV), claims or remedies such person may have against and the Seller under any Environmental Laws (except Indemnified Persons’ rights to indemnification with respect thereto, shall not be affected or deemed waived by reason of (and the Seller Indemnified Persons shall be deemed to Excluded Liabilities), as presently in force have relied upon such representations and warranties notwithstanding) (i) any investigation made by or hereafter enacted, promulgated, on behalf of any of the Seller Indemnified Persons (including by any of its Representatives) or amended (including, without limitation, under by reason of the Comprehensive Environmental Response Compensation and Liability Act, fact that any of the Seller Indemnified Persons or any similar state of such Representatives knew or local lawshould have known that any such representation or warranty is, was or might be inaccurate, regardless of whether such investigation was made or such knowledge was obtained before or after the execution and delivery of this Agreement or (ii) or at common law. (b) Upon making Seller’s waiver of any payment to an Indemnified Party for any indemnification claim pursuant to this condition set forth in Article VIII, the Indemnifying Party shall be subrogated, to the extent of such payment, to any rights which the Indemnified Party or its Affiliates may have against any other Persons with respect to the subject matter underlying such indemnification claim and the Indemnified Party shall, at the Indemnifying Party's sole cost and expense, take such actions as the Indemnifying Party may reasonably require to perfect such subrogation or to pursue such rights against such other Persons as the Indemnified Party or its Affiliates may have.

Certain Other Matters. (a) If Upon making any Indemnity Payment, Indemnitor will, to the Closing shall occurextent of such Indemnity Payment, be subrogated to all rights of Indemnitee against any third Person (other than any Tax Authority or any Affiliate of the indemnification provisions Indemnitee, including the Acquired Companies) in respect of this Article VIII shall be the Indemnifiable Loss to which the Indemnity Payment related. Without limiting the generality or effect of any other provision hereof, each such Indemnitee and Indemnitor will duly execute upon request and at the sole cost and exclusive remedy for money damages expense of the Indemnitor all instruments reasonably necessary to evidence and perfect the above-described subrogation rights. (b) The rights and remedies of any party in respect of any inaccuracy or breach of any representation, warranty, covenant or agreement shall in no way be limited by the fact that the act, omission, occurrence or other state of facts or circumstances upon which any claim of any such inaccuracy or breach is based may also be the subject matter of any other representation, warranty, covenant or agreement as to which there is no inaccuracy or breach. The representations, warranties and covenants of Seller, and the Buyer Indemnified Persons’ rights to indemnification with respect thereto, shall not be affected or deemed waived by reason of (and the Buyer Indemnified Persons shall be deemed to have relied upon the representations and warranties of Seller set forth herein notwithstanding) (i) any investigation made by or on behalf of any of the Buyer Indemnified Persons (including by any of its Representatives) or by reason of the fact that any of the Buyer Indemnified Persons or any of such Representatives knew or should have known that any such representation or warranty is, was or any breach might be inaccurate, regardless of whether such investigation was made or such knowledge was obtained before or after the execution and delivery of this Agreement or (ii) Buyer’s waiver of any covenant condition set forth in Article ‎VI. The representations, warranties and covenants of Buyer, and the Seller Indemnified Persons’ rights to indemnification with respect thereto, shall not be affected or agreement made in this Agreement other than in respect deemed waived by reason of any claim under Article VI or as otherwise agreed in writing by (and the parties hereto. No party Seller Indemnified Persons shall be entitled deemed to seek, have relied upon the representations and to the fullest extent permitted warranties of Buyer set forth herein notwithstanding) (i) any investigation made by applicable Law, the parties hereto waive, any rights they might otherwise have to rescind the sale and purchase of the Shares. Without limiting the foregoing, the indemnities provided in this Article VIII shall constitute Purchaser Indemnified Party's exclusive remedy for any Losses arising under Environmental Laws (except with respect to Excluded Liabilities) and the Purchaser Indemnified Parties expressly waive and relinquish, or on behalf of themselves, their successors and any assigns, of the Seller Indemnified Persons (including by any and all rights, claims of its Representatives) or remedies such person may have against by reason of the fact that any of the Seller under any Environmental Laws (except with respect to Excluded Liabilities), as presently in force or hereafter enacted, promulgated, or amended (including, without limitation, under the Comprehensive Environmental Response Compensation and Liability Act, Indemnified Persons or any similar state of such Representatives knew or local lawshould have known that any such representation or warranty is, was or might be inaccurate, regardless of whether such investigation was made or such knowledge was obtained before or after the execution and delivery of this Agreement or (ii) or at common lawSeller’s waiver of any condition set forth in Article ‎VI. (bc) Upon making For the avoidance of doubt, Seller shall not be required to indemnify any payment to an Buyer Indemnified Party Person for any indemnification claim pursuant to this Article VIII, the Indemnifying Party shall be subrogated, Liability to the extent of such payment, it was reserved for in the Closing Settlement Statements (as finally determined pursuant to any rights which the Indemnified Party Section ‎2.6) or its Affiliates may have against any other Persons with respect to the subject matter underlying such indemnification claim and extent it was included in the Indemnified Party shallcalculation of the Final Total Adjusted Book Value, at the Indemnifying Party's sole cost and expenseFinal RLI Required Initial Premium, take such actions as the Indemnifying Party may reasonably require to perfect such subrogation Final RLINY Required Initial Premium, Final VRIAC Required Initial Premium or to pursue such rights against such other Persons as the Indemnified Party or its Affiliates may haveFinal RLI-Buyer Lifeco Required Initial Premium.

Certain Other Matters. (a) If Upon making any Indemnity Payment, Indemnitor will, to the Closing shall occurextent of such Indemnity Payment, be subrogated to all rights of Indemnitee against any third Person (other than any Tax Authority) in respect of the indemnification provisions Indemnifiable Loss to which the Indemnity Payment related. Without limiting the generality or effect of this Article VIII shall be any other provision hereof, each such Indemnitee and Indemnitor will duly execute upon request all instruments reasonably necessary to evidence and perfect the sole above-described subrogation rights. (b) The rights and exclusive remedy for money damages remedies of any party in respect of any inaccuracy or breach of any representation or warranty or any breach of any representation, warranty, covenant or agreement made shall in this Agreement no way be limited by the fact that the act, omission, occurrence or other than in respect state of facts or circumstances upon which any claim of any claim under such inaccuracy or breach is based may also be the subject matter of any other representation, warranty, covenant or agreement as to which there is no inaccuracy or breach. The representations, warranties and covenants of Seller set forth herein (as such representations and warranties are qualified in accordance with the introductory paragraph of Article VI or as otherwise agreed in writing by the parties hereto. No party shall be entitled to seekIII), and to the fullest extent permitted by applicable Law, the parties hereto waive, any rights they might otherwise have to rescind the sale and purchase of the Shares. Without limiting the foregoing, the indemnities provided in this Article VIII shall constitute Purchaser Indemnified Party's exclusive remedy for any Losses arising under Environmental Laws (except with respect to Excluded Liabilities) and the Purchaser Indemnified Parties expressly waive Persons’ rights to indemnification with respect thereto, shall not be affected or deemed waived by reason of (and relinquish, the Purchaser Indemnified Persons shall be deemed to have relied upon such representations and warranties notwithstanding) (i) any investigation made by or on behalf of themselves, their successors and any assigns, of the Purchaser Indemnified Persons (including by any and all rights, claims or remedies such person may have against Seller under any Environmental Laws (except with respect to Excluded Liabilities), as presently in force or hereafter enacted, promulgated, or amended (including, without limitation, under the Comprehensive Environmental Response Compensation and Liability Act, or any similar state or local law) or at common law. (b) Upon making any payment to an Indemnified Party for any indemnification claim pursuant to this Article VIII, the Indemnifying Party shall be subrogated, to the extent of such payment, to any rights which the Indemnified Party or its Affiliates may have against any other Persons with respect to the subject matter underlying such indemnification claim and the Indemnified Party shall, at the Indemnifying Party's sole cost and expense, take such actions as the Indemnifying Party may reasonably require to perfect such subrogation or to pursue such rights against such other Persons as the Indemnified Party or its Affiliates may have.its

Certain Other Matters. (a) If Upon making any Indemnity Payment, Indemnitor will, to the Closing shall occurextent of such Indemnity Payment, be subrogated to all rights of Indemnitee against any third Person (other than any Tax Authority) in respect of the indemnification provisions Indemnifiable Loss to which the Indemnity Payment related. Without limiting the generality or effect of this Article VIII shall be any other provision hereof, each such Indemnitee and Indemnitor will duly execute upon request all instruments reasonably necessary to evidence and perfect the sole above-described subrogation rights. (b) The rights and exclusive remedy for money damages remedies of any party in respect of any inaccuracy or breach of any representation or warranty or any breach of any representation, warranty, covenant or agreement made shall in this Agreement no way be limited by the fact that the act, omission, occurrence or other than in respect state of facts or circumstances upon which any claim of any claim under such inaccuracy or breach is based may also be the subject matter of any other representation, warranty, covenant or agreement as to which there is no inaccuracy or breach. The representations, warranties and covenants of Seller set forth herein (as such representations and warranties are qualified in accordance with the introductory paragraph of Article VI or as otherwise agreed in writing by the parties hereto. No party shall be entitled to seekIII ), and to the fullest extent permitted by applicable Law, the parties hereto waive, any rights they might otherwise have to rescind the sale and purchase of the Shares. Without limiting the foregoing, the indemnities provided in this Article VIII shall constitute Purchaser Indemnified Party's exclusive remedy for any Losses arising under Environmental Laws (except with respect to Excluded Liabilities) and the Purchaser Indemnified Parties expressly waive Persons’ rights to indemnification with respect thereto, shall not be affected or deemed waived by reason of (and relinquish, the Purchaser Indemnified Persons shall be deemed to have relied upon such representations and warranties notwithstanding) (i) any investigation made by or on behalf of themselvesany of the Purchaser Indemnified Persons (including by any of its Representatives) or by reason of the fact that any of the Purchaser Indemnified Persons or any of such Representatives knew or should have known that any such representation or warranty is, their successors was or might be inaccurate, regardless of whether such investigation was made or such knowledge was obtained before or after the execution and delivery of this Agreement or (ii) Purchaser’s waiver of any assignscondition set forth in Article VIII. The representations, any warranties and all rightscovenants of Purchaser set forth herein (as such representations and warranties are qualified in accordance with the introductory paragraph of Article IV ), claims or remedies such person may have against and the Seller under any Environmental Laws (except Indemnified Persons’ rights to indemnification with respect thereto, shall not be affected or deemed waived by reason of (and the Seller Indemnified Persons shall be deemed to Excluded Liabilities), as presently in force have relied upon such representations and warranties notwithstanding) (i) any investigation made by or hereafter enacted, promulgated, on behalf of any of the Seller Indemnified Persons (including by any of its Representatives) or amended (including, without limitation, under by reason of the Comprehensive Environmental Response Compensation and Liability Act, fact that any of the Seller Indemnified Persons or any similar state of such Representatives knew or local lawshould have known that any such representation or warranty is, was or might be inaccurate, regardless of whether such investigation was made or such knowledge was obtained before or after the execution and delivery of this Agreement or (ii) or at common law. (b) Upon making Seller’s waiver of any payment to an Indemnified Party for any indemnification claim pursuant to this condition set forth in Article VIII, the Indemnifying Party shall be subrogated, to the extent of such payment, to any rights which the Indemnified Party or its Affiliates may have against any other Persons with respect to the subject matter underlying such indemnification claim and the Indemnified Party shall, at the Indemnifying Party's sole cost and expense, take such actions as the Indemnifying Party may reasonably require to perfect such subrogation or to pursue such rights against such other Persons as the Indemnified Party or its Affiliates may have.

Certain Other Matters. (a) If The indemnification and advancement of expenses provided by, or granted pursuant to, this Article XI shall survive the Closing shall occurliquidation, dissolution and termination of the indemnification provisions Company and the termination or amendment of this Article VIII Agreement, shall be continue as to any Person who has terminated his, her or its relationship with the sole Company and exclusive remedy for money damages in respect of any inaccuracy or breach of any representation or warranty or any breach of any covenant or agreement made in this Agreement other than in respect of any claim under Article VI or as otherwise agreed in writing by the parties hereto. No party shall be entitled to seek, and inure to the fullest benefit of such Person’s heirs, executors, administrators, successors and permitted assigns and shall, to the extent permitted by applicable Lawthe Act, be binding on the parties hereto waive, any rights they might otherwise have to rescind the sale and purchase of the Shares. Without limiting the foregoing, the indemnities provided in this Article VIII shall constitute Purchaser Indemnified Party's exclusive remedy for any Losses arising under Environmental Laws (except with respect to Excluded Liabilities) and the Purchaser Indemnified Parties expressly waive and relinquish, on behalf of themselves, their Company’s successors and any assigns, any and all rights, claims or remedies such person may have against Seller under any Environmental Laws (except with respect to Excluded Liabilities), as presently in force or hereafter enacted, promulgated, or amended (including, without limitation, under the Comprehensive Environmental Response Compensation and Liability Act, or any similar state or local law) or at common law. (b) Upon making No amendment of this Agreement shall impair the rights of any payment to an Indemnified Party for arising at any indemnification claim time with respect to any acts or omissions occurring prior to such amendment pursuant to this Article VIIIXI as in effect prior to such amendment. (c) The indemnification provided by the foregoing provisions of this Article XI shall not be exclusive of any other rights to which any Indemnified Party may be entitled, including any right under policies of insurance that may be purchased and maintained by the Company or others from time to time. (d) As a result of agreements or obligations arising outside of this Agreement, it may be the case that certain of the Indemnified Parties (“Member Indemnitees”) have certain rights to indemnification, advancement of expenses or insurance provided by a Member or certain of its Affiliates (collectively, the Indemnifying Party “Member Indemnitors”). However, regardless of whether or not there are any such rights to indemnification, advancement of expenses or insurance provided by any Member Indemnitor, (i) the Company is the indemnitor of first resort (i.e., the Company’s obligations to the Member Indemnitees are primary and any obligation of the Member Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by any Member Indemnitee are secondary), (ii) the Company shall be subrogatedrequired to advance the full amount of expenses incurred by the Member Indemnitees provided it shall have received an undertaking from the Indemnified Party as set forth in Section 11.5 and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted and as required by the terms of this Agreement (provided that any such advanced expenses shall be repaid by such Member Indemnitee if it is ultimately determined that such Member Indemnitee is not entitled to be indemnified by the Company under this Section 11.5) and (iii) the Company hereby irrevocably waives, relinquishes and releases each of the Member Indemnitors from any and all claims against any of the Member Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof except the extent set forth in Section 11.4. Regardless of any advancement or payment by the Member Indemnitors on behalf of any Member Indemnitee with respect to any claim for which a Member Indemnitee has sought indemnification from the Company, (A) the foregoing shall not be affected and (B) the Member Indemnitors shall have a right of contribution and/or be subrogated to the extent of such payment, advancement or payment to any all of the rights which of recovery of such Member Indemnitee against the Indemnified Party or its Affiliates may have against any other Persons with respect to the subject matter underlying such indemnification claim and the Indemnified Party shall, at the Indemnifying Party's sole cost and expense, take such actions as the Indemnifying Party may reasonably require to perfect such subrogation or to pursue such rights against such other Persons as the Indemnified Party or its Affiliates may haveCompany.

Certain Other Matters. (a) If Upon making any Indemnity Payment, Indemnitor will, to the extent of such Indemnity Payment, be subrogated to all rights of Indemnitee against any third Person (other than any Tax authority) in respect of the Indemnifiable Loss to which the Indemnity Payment related. Without limiting the generality or effect of any other provision hereof, each such Indemnitee and Indemnitor will duly execute upon request all instruments reasonably necessary to evidence and perfect the above-described subrogation rights. (b) For purposes of determining whether any breach of any representation or warranty made in this Agreement has occurred, and for purposes of determining the amount of an Indemnifiable Loss under this Article VII resulting from any such breach, each representation and warranty contained in this Agreement (other than Section 3.7, Section 3.8, Section 3.13(a), Section 3.26 and Section 4.4) shall be read without regard to any materiality, Material Adverse Effect or Buyer Material Adverse Effect qualifier contained therein. (c) The right to indemnification, payment of Indemnifiable Losses, or other remedy based on representations, warranties, covenants, and obligations under this Agreement will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing shall occurDate, with respect to the indemnification provisions accuracy or inaccuracy of this Article VIII shall be the sole or compliance with, any such representation, warranty, covenant, or obligation. (d) The rights and exclusive remedy for money damages remedies of any party in respect of any inaccuracy or breach of any representation or warranty or any breach of any representation, warranty, covenant or agreement made shall in this Agreement no way be limited by the fact that the act, omission, occurrence or other than in respect state of facts or circumstances upon which any claim of any such inaccuracy or breach is based may also be the subject matter of any other representation, warranty, covenant or agreement as to which there is no inaccuracy or breach. (e) As between the Seller Parties, AIC shall exclusively control the prosecution or defense of any claim under Article VI or as otherwise agreed in writing by the parties hereto. No party shall be entitled to seek, and to the fullest extent permitted by applicable Law, the parties hereto waive, any rights they might otherwise have to rescind the sale and purchase of the Shares. Without limiting the foregoing, the indemnities provided in this Article VIII shall constitute Purchaser Indemnified Party's exclusive remedy for any Losses arising under Environmental Laws (except with respect to Excluded Liabilities) and the Purchaser Indemnified Parties expressly waive and relinquish, on behalf of themselves, their successors and any assigns, any and all rights, claims or remedies such person may have against Seller under any Environmental Laws (except with respect to Excluded Liabilities), as presently in force or hereafter enacted, promulgated, or amended (including, without limitation, under the Comprehensive Environmental Response Compensation and Liability Act, or any similar state or local law) or at common law. (b) Upon making any payment to an Indemnified Party for any indemnification claim pursuant to this Article VIIIArticle, the Indemnifying Party shall be subrogated, other than Claims for indemnification pursuant to the extent of such payment, to any rights which the Indemnified Party or its Affiliates may have against any other Persons with respect to the subject matter underlying such indemnification claim and the Indemnified Party shall, at the Indemnifying Party's sole cost and expense, take such actions as the Indemnifying Party may reasonably require to perfect such subrogation or to pursue such rights against such other Persons as the Indemnified Party or its Affiliates may haveSection 7.2(b).

Certain Other Matters. (a) If the Closing shall occur, the indemnification provisions of this Article VIII shall be the sole and exclusive remedy for money damages in respect of any inaccuracy or breach of any representation or warranty or any breach of any covenant or agreement made in this Agreement other than in respect of any claim under Article VI or as otherwise agreed in writing by the parties hereto. No party shall be entitled to seek, and to the fullest extent permitted by applicable Law, the parties hereto waive, any rights they might otherwise have to rescind the sale and purchase of the Shares. Without limiting the foregoing, the indemnities provided in this Article VIII shall constitute Purchaser Indemnified Party's exclusive remedy for any Losses arising under Environmental Laws (except with respect to Excluded Liabilities) and the Purchaser Indemnified Parties expressly waive and relinquish, on behalf of themselves, their successors and any assigns, any and all rights, claims or remedies such person may have against Seller under any Environmental Laws (except with respect to Excluded Liabilities), as presently in force or hereafter enacted, promulgated, or amended (including, without limitation, under the Comprehensive Environmental Response Compensation and Liability Act, or any similar state or local law) or at common law. (b) Upon making any payment to an Indemnified Party for any indemnification claim pursuant to this Article VIII, the Indemnifying Party shall be subrogated, to the extent of such payment, to any rights which the Indemnified Party or its Affiliates may have against any other Persons with respect to the subject matter underlying such indemnification claim and the Indemnified Party shall, at the Indemnifying Party's sole cost and expense, take such actions as the Indemnifying Party may reasonably require to perfect such subrogation or to pursue such rights against such other Persons as the Indemnified Party or its Affiliates may have.

Certain Other Matters. (a) If Upon making any Indemnity Payment, Indemnitor will, to the Closing shall occurextent of such Indemnity Payment, be subrogated to all rights of Indemnitee against any third Person (other than any Tax authority) in respect of the indemnification provisions Indemnifiable Loss to which the Indemnity Payment related. Without limiting the generality or effect of this Article VIII shall be any other provision hereof, each such Indemnitee and Indemnitor will duly execute upon request all instruments reasonably necessary to evidence and perfect the sole above-described subrogation rights. (b) The rights and exclusive remedy for money damages remedies of any party in respect of any inaccuracy or breach of any representation, warranty, covenant or agreement shall in no way be limited by the fact that the act, omission, occurrence or other state of facts or circumstances upon which any claim of any such inaccuracy or breach is based may also be the subject matter of any other representation, warranty, covenant or agreement as to which there is no inaccuracy or breach. The representations, warranties and covenants of Seller, and the Buyer Indemnified Persons’ rights to indemnification with respect thereto, shall not be affected or deemed waived by reason of (and the Buyer Indemnified Persons shall be deemed to have relied upon the representations and warranties of Seller set forth herein notwithstanding) (i) any investigation made by or on behalf of any of the Buyer Indemnified Persons (including by any of its advisers, consultants or representatives) or by reason of the fact that any of the Buyer Indemnified Persons or any of such advisers, consultants or representatives knew or should have known that any such representation or warranty is, was or any breach might be inaccurate, regardless of whether such investigation was made or such knowledge was obtained before or after the execution and delivery of this Agreement or (ii) Buyer’s waiver of any covenant condition set forth in Article VI. The representations, warranties and covenants of Buyer, and the Seller Indemnified Persons’ rights to indemnification with respect thereto, shall not be affected or agreement made in this Agreement other than in respect deemed waived by reason of any claim under Article VI or as otherwise agreed in writing by (and the parties hereto. No party Seller Indemnified Persons shall be entitled deemed to seek, have relied upon the representations and to the fullest extent permitted warranties of Buyer set forth herein notwithstanding) (i) any investigation made by applicable Law, the parties hereto waive, any rights they might otherwise have to rescind the sale and purchase of the Shares. Without limiting the foregoing, the indemnities provided in this Article VIII shall constitute Purchaser Indemnified Party's exclusive remedy for any Losses arising under Environmental Laws (except with respect to Excluded Liabilities) and the Purchaser Indemnified Parties expressly waive and relinquish, or on behalf of themselvesany of the Seller Indemnified Persons (including by any of its advisers, their successors and consultants or representatives) or by reason of the fact that any assigns, any and all rights, claims or remedies such person may have against of the Seller under any Environmental Laws (except with respect to Excluded Liabilities), as presently in force or hereafter enacted, promulgated, or amended (including, without limitation, under the Comprehensive Environmental Response Compensation and Liability Act, Indemnified Persons or any similar state of such advisers, consultants or local lawrepresentatives knew or should have known that any such representation or warranty is, was or might be inaccurate, regardless of whether such investigation was made or such knowledge was obtained before or after the execution and delivery of this Agreement or (ii) or at common lawSeller’s waiver of any condition set forth in Article VI. (bc) Upon making For the avoidance of doubt, Seller shall not be required to indemnify any payment to an Buyer Indemnified Party Person for any indemnification claim pursuant to this Article VIII, the Indemnifying Party shall be subrogated, Liability to the extent of such payment, to any rights which it was reserved for on the Indemnified Party Final Balance Sheet or its Affiliates may have against any other Persons with respect to the subject matter underlying such indemnification claim and extent it was included in the Indemnified Party shall, at calculation of the Indemnifying Party's sole cost and expense, take such actions as the Indemnifying Party may reasonably require to perfect such subrogation or to pursue such rights against such other Persons as the Indemnified Party or its Affiliates may haveFinal Closing Statutory Value.

Certain Other Matters. (a) There shall be no indemnification by Seller or Buyer for any special, incidental, punitive or consequential damages, including, but not limited to, damages for business interruption, lost profits, loss in fair market value of Real Property, or damages computed on a multiple of earnings or similar basis, except to the extent required by Law pursuant to a judgment of a Governmental Authority to be paid by Buyer or Seller, as applicable, to any Person other than an Indemnified Party and which is otherwise indemnifiable under Section 7.2 or 7.3, as applicable (subject to the limitations of Section 7.2(b) or 7.3(b), as applicable). (b) If the Closing shall occur, the indemnification provisions of this Article VIII VII shall be the sole and exclusive remedy for money damages in respect of any inaccuracy or breach of any representation or warranty or any breach of any covenant or agreement made in this Agreement other than in respect of any claim under Article VI or as otherwise agreed in writing by the parties heretoAgreement. No party shall be entitled to seek, and to the fullest extent permitted by applicable Law, the parties hereto waive, any rights they might otherwise have to rescind the sale and purchase of the SharesAssets. Without limiting the foregoing, the indemnities provided in this Article VIII VII shall constitute Purchaser Buyer Indemnified Party's exclusive remedy for any Losses arising under Environmental Laws (except with respect to Excluded Liabilities) Laws, and the Purchaser Buyer Indemnified Parties expressly waive and relinquish, on behalf of themselves, their successors and any assigns, any and all rights, claims or remedies such person Person may have against Seller Seller, Parent or any of their Affiliates under any Environmental Laws (except with respect to Excluded Liabilities)Laws, as presently in force or hereafter enacted, promulgated, or amended (including, without limitation, under the Comprehensive Environmental Response Compensation and Liability ActCERCLA, or any similar state or local law) or at common law. (bc) Upon making any payment to an Indemnified Party for any indemnification claim pursuant to this Article VIIIVII, the Indemnifying Party shall be subrogated, to the extent of such payment, to any rights which the Indemnified Party or its Affiliates may have against any other Persons with respect to the subject matter underlying such indemnification claim and the Indemnified Party shall, at the Indemnifying Party's sole cost and expense, take such actions as the Indemnifying Party may reasonably require to perfect such subrogation or to pursue such rights against such other Persons as the Indemnified Party or its Affiliates may have.

Certain Other Matters. (a) If Upon making any Indemnity Payment, Indemnitor will, to the Closing shall occurextent of such Indemnity Payment, be subrogated to all rights of Indemnitee against any third Person (other than any Tax authority or any Affiliate of the indemnification provisions Indemnitee, including the Acquired Companies) in respect of this Article VIII shall be the Indemnifiable Loss to which the Indemnity Payment related. Without limiting the generality or effect of any other provision hereof, each such Indemnitee and Indemnitor will duly execute upon request and at the sole cost and exclusive remedy for money damages expense of the Indemnitor all instruments reasonably necessary to evidence and perfect the above-described subrogation rights. (b) The rights and remedies of any party in respect of any inaccuracy or breach of any representation, warranty, covenant or agreement shall in no way be limited by the fact that the act, omission, occurrence or other state of facts or circumstances upon which any claim of any such inaccuracy or breach is based may also be the subject matter of any other representation, warranty, covenant or agreement as to which there is no inaccuracy or breach. The representations, warranties and covenants of Seller, and the Buyer Indemnified Persons’ rights to indemnification with respect thereto, shall not be affected or deemed waived by reason of (and the Buyer Indemnified Persons shall be deemed to have relied upon the representations and warranties of Seller set forth herein notwithstanding) (i) any investigation made by or on behalf of any of the Buyer Indemnified Persons (including by any of its Representatives) or by reason of the fact that any of the Buyer Indemnified Persons or any of such Representatives knew or should have known that any such representation or warranty is, was or any breach might be inaccurate, regardless of whether such investigation was made or such knowledge was obtained before or after the execution and delivery of this Agreement or (ii) Buyer Parent’s waiver of any covenant condition set forth in Article VI. The representations, warranties and covenants of Buyer Parent, and the Seller Indemnified Persons’ rights to indemnification with respect thereto, shall not be affected or agreement made in this Agreement other than in respect deemed waived by reason of any claim under Article VI or as otherwise agreed in writing by (and the parties hereto. No party Seller Indemnified Persons shall be entitled deemed to seek, have relied upon the representations and to the fullest extent permitted warranties of Buyer Parent set forth herein notwithstanding) (i) any investigation made by applicable Law, the parties hereto waive, any rights they might otherwise have to rescind the sale and purchase of the Shares. Without limiting the foregoing, the indemnities provided in this Article VIII shall constitute Purchaser Indemnified Party's exclusive remedy for any Losses arising under Environmental Laws (except with respect to Excluded Liabilities) and the Purchaser Indemnified Parties expressly waive and relinquish, or on behalf of themselves, their successors and any assigns, of the Seller Indemnified Persons (including by any and all rights, claims of its Representatives) or remedies such person may have against by reason of the fact that any of the Seller under any Environmental Laws (except with respect to Excluded Liabilities), as presently in force or hereafter enacted, promulgated, or amended (including, without limitation, under the Comprehensive Environmental Response Compensation and Liability Act, Indemnified Persons or any similar state of such Representatives knew or local lawshould have known that any such representation or warranty is, was or might be inaccurate, regardless of whether such investigation was made or such knowledge was obtained before or after the execution and delivery of this Agreement or (ii) or at common lawSeller’s waiver of any condition set forth in Article VI. (bc) Upon making Notwithstanding anything to the contrary in this Agreement, any payment claim for indemnification based on an actual or alleged breach or failure to an Indemnified Party for be true of any indemnification claim representation or warranty set forth in Section 3.28 must be brought in the context of, and will be resolved pursuant to this Article VIIIto, the Indemnifying Party shall be subrogated, to the extent of such payment, to any rights which the Indemnified Party or its Affiliates may have against any other Persons dispute resolution mechanics set forth in Section 2.4 with respect to the subject matter underlying such indemnification claim finalization of the Final Closing Statement and the Indemnified Party shallrelated calculations. After the Final Closing Statement has become final and binding on the parties in accordance with Section 2.4, at except for (i) equitable remedies that cannot be waived as a matter of law or (ii) in the Indemnifying Party's sole cost event that a party is finally determined by a court of competent jurisdiction to have willfully and expenseknowingly committed a fraud, take with the intent to deceive or mislead any other party, regarding such actions as the Indemnifying Party may reasonably require to perfect such subrogation or to pursue such rights against such other Persons as the Indemnified Party or representations and warranties, Seller and its Affiliates may haveshall have no further Liability to any Buyer Indemnified Person for any Indemnifiable Loss or other Liability resulting from or arising out of any breach or failure to be true of the representations and warranties set forth in Section 3.28.

Certain Other Matters. (a) If Upon making any Indemnity Payment, Indemnitor will, to the Closing shall occurextent of such Indemnity Payment, be subrogated to all rights of Indemnitee against any third Person (other than any Tax Authority) in respect of the indemnification provisions Indemnifiable Loss to which the Indemnity Payment related. Without limiting the generality or effect of this Article VIII shall be any other provision hereof, each such Indemnitee and Indemnitor will duly execute upon request all instruments reasonably necessary to evidence and perfect the sole above-described subrogation rights. (b) The rights and exclusive remedy for money damages remedies of any party in respect of any inaccuracy or breach of any representation or warranty or any breach of any representation, warranty, covenant or agreement made shall in this Agreement no way be limited by the fact that the act, omission, occurrence or other than in respect state of facts or circumstances upon which any claim of any claim under Article VI such inaccuracy or breach is based may also be the subject matter of any other representation, warranty, covenant or agreement as otherwise agreed in writing by the parties heretoto which there is no inaccuracy or breach. No party shall be entitled to seekThe representations, warranties and to the fullest extent permitted by applicable Lawcovenants of Seller, the parties hereto waive, any rights they might otherwise have to rescind the sale and purchase of the Shares. Without limiting the foregoing, the indemnities provided in this Article VIII shall constitute Purchaser Indemnified Party's exclusive remedy for any Losses arising under Environmental Laws (except with respect to Excluded Liabilities) and the Purchaser Indemnified Parties expressly waive Persons’ rights to indemnification with respect thereto, shall not be affected or deemed waived by reason of (and relinquish, the Purchaser Indemnified Persons shall be deemed to have relied upon the representations and warranties of Seller set forth herein notwithstanding) (i) any investigation made by or on behalf of themselvesany of the Purchaser Indemnified Persons (including by any of its Representatives) or by reason of the fact that any of the Purchaser Indemnified Persons or any of such Representatives knew or should have known that any such representation or warranty is, their successors was or might be inaccurate, regardless of whether such investigation was made or such knowledge was obtained before or after the execution and delivery of this Agreement or (ii) Purchaser’s waiver of any assignscondition set forth in Article VIII. The representations, any warranties and all rightscovenants of Purchaser, claims or remedies such person may have against and the Seller under any Environmental Laws (except Indemnified Persons’ rights to indemnification with respect thereto, shall not be affected or deemed waived by reason of (and the Seller Indemnified Persons shall be deemed to Excluded Liabilities), as presently in force have relied upon the representations and warranties of Purchaser set forth herein notwithstanding) (i) any investigation made by or hereafter enacted, promulgated, on behalf of any of the Seller Indemnified Persons (including by any of its Representatives) or amended (including, without limitation, under by reason of the Comprehensive Environmental Response Compensation and Liability Act, fact that any of the Seller Indemnified Persons or any similar state of such Representatives knew or local lawshould have known that any such representation or warranty is, was or might be inaccurate, regardless of whether such investigation was made or such knowledge was obtained before or after the execution and delivery of this Agreement or (ii) or at common law. (b) Upon making Seller’s waiver of any payment to an Indemnified Party for any indemnification claim pursuant to this condition set forth in Article VIII, the Indemnifying Party shall be subrogated, to the extent of such payment, to any rights which the Indemnified Party or its Affiliates may have against any other Persons with respect to the subject matter underlying such indemnification claim and the Indemnified Party shall, at the Indemnifying Party's sole cost and expense, take such actions as the Indemnifying Party may reasonably require to perfect such subrogation or to pursue such rights against such other Persons as the Indemnified Party or its Affiliates may have.

Certain Other Matters. (a) If the Closing shall occur, the indemnification provisions of this Article VIII shall be the sole and exclusive remedy for money damages in respect of any inaccuracy or breach of any The Agent (i) makes no representation or warranty or any breach of any covenant or agreement made in this Agreement other than in respect of any claim under Article VI or as otherwise agreed in writing by the parties hereto. No party shall be entitled to seek, and to the fullest extent permitted by applicable Law, the parties hereto waive, any rights they might otherwise have to rescind the sale and purchase of the Shares. Without limiting the foregoing, the indemnities provided in this Article VIII shall constitute Purchaser Indemnified Party's exclusive remedy for any Losses arising under Environmental Laws (except assumes no responsibility with respect to Excluded Liabilities) and the Purchaser Indemnified Parties expressly waive and relinquishany statements, on behalf of themselves, their successors and any assigns, any and all rights, claims warranties or remedies such person may have against Seller under any Environmental Laws (except representations made in or in connection with this Amendment or with respect to Excluded Liabilities)the execution, as presently in force legality, validity, enforceability, genuineness, sufficiency or hereafter enactedvalue of this Amendment, promulgated, or amended (including, without limitation, under the Comprehensive Environmental Response Compensation and Liability Act, any other Loan Document or any similar state other instrument or local lawdocument furnished pursuant hereto or thereto; and (ii) makes no representation or at common lawwarranty and assumes no responsibility with respect to the financial condition of the Company or the performance or observance by the Company of any of its obligations under this Amendment or any other Loan Document or any other instrument or document furnished pursuant hereto or thereto. (b) Upon making any payment Each New Bank (i) represents and warrants that it is legally authorized to an Indemnified Party for any indemnification claim enter into this Amendment; (ii) confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 4.6 and Section 6.4 of the Credit Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Article VIIIAmendment; (iii) agrees that it will, independently and without reliance upon the Agent or any other Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, the Indemnifying Party shall be subrogatedother Loan Documents or any other instrument or document furnished pursuant hereto or thereto; (iv) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the extent Agent by the terms thereof, together with such powers as are incidental thereto; and (v) agrees that it will be bound by the provisions of such paymentthe Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Bank, including without limitation, any obligation pursuant to any rights which Section 2.15 of the Indemnified Party or its Affiliates may have against any other Persons with respect to the subject matter underlying such indemnification claim and the Indemnified Party shall, at the Indemnifying Party's sole cost and expense, take such actions as the Indemnifying Party may reasonably require to perfect such subrogation or to pursue such rights against such other Persons as the Indemnified Party or its Affiliates may haveCredit Agreement.