Exclusion of Further Remedies. 7.7.1 The Purchaser explicitly acknowledges that he acquires the Company based upon its own examination of the Business by the Purchaser’s Guarantor and its advisors.
7.7.2 To the extent permitted by law, the remedies which the Purchaser or – as the case may be – the Shareholder Loans Purchaser may have against the Sellers for breach of any obligations set forth in sections 6, 7, 8 and 9 shall solely be governed by this Agreement and shall be the exclusive remedies available to the Purchaser. Without limiting the generality of the aforesaid, any right of the Purchaser to reduce the Purchase Price (Minderung), or to rescind (Rücktritt) this Agreement or to require the winding up of the transactions contemplated hereunder on any other legal basis (e.g. by way of großer Schadenersatz), any claims for breach of pre-contractual obligations (culpa in contrahendo pursuant to sections 311 (2) and 280 BGB), or ancillary obligations (positive Forderungsverletzung) and any liability in tort (Deliktshaftung), except for claims for willful deceit (arglistige Täuschung) and other intentional breaches of contract (vorsätzliche Vertragsverletzungen), are hereby explicitly excluded and waived by the Purchaser to the extent permitted by law. SECTION 8
Exclusion of Further Remedies. 7.8.1 To the extent permitted by law, any further claims and remedies, other than those explicitly provided for herein and other than claims for breach of obligations specifically provided for in Section 11 or Section 12, irrespective of which nature, amount or legal basis, are hereby expressly waived and excluded, in particular, without limitation, claims under pre-contractual fault (Section 311 para. 2 and 3 of the German Civil Code), breach of contract (Pflichtverletzung aus dem Schuldverhältnis) and/or the right to reduce the Purchase Price (Minderung) or to rescind (Rücktritt) or cancel (Anfechtung) this Agreement, and any liability in tort (Deliktshaftung).
7.8.2 The Sellers and the Purchaser agree that the provisions contained in Section 6 of this Agreement are no quality guarantees concerning the object of the purchase (Garantien für die Beschaffenheit der Sache) within the meaning of Sections 443, 444 of the German Civil Code and that Section 444 of the German Civil Code shall not and does not apply for the guarantees contained in Section 6. In the unlikely event that the provisions of Section 6 setting out the scope and limitations of the Sellers’ liability are, contrary to the intention and explicit understanding of the Parties, regarded and construed as quality guarantees concerning the object of the purchase, and the limitations of the Sellers’ liability contained herein are therefore found wholly or partially invalid, the Pur- chaser hereby waives the right to assert claims going beyond the limits of liability provided for herein. The Sellers accept such waiver.
7.8.3 The limitations set forth in Sections 7.2, 7.3 and 7.8.1 shall not apply in case of a wilful breach (vorsätzliche Pflichtverletzung) by the Sellers of any of the Sellers’ Guarantees or other obligations of the Sellers under or in connection with this Agreement.
Exclusion of Further Remedies. To the extent permitted by law, any further claims and remedies of the Purchaser other than explicitly provided for in this Agreement, irrespective of which nature, amount or legal basis, are hereby expressly waived and excluded, in particular, without limitation, claims under pre-contractual fault (Section 311 para. 2 and 3 of the German Civil Code), breach of contract (Pflichtverletzung aus dem Schuldverhältnis) and/or the right to reduce the Base Purchase Price (Minderung) or to rescind this Agreement (Rücktritt), and any liability in tort (Deliktshaftung). For the avoidance of doubt, the Purchaser shall, however, not be restricted from claiming specific performance of any of the Seller’s obligations arising under this Agreement and to claim damages if such obligations are not performed, provided, however, that such damages shall not include any right to rescind this Agreement unless explicitly set forth therein. The remedies provided for in, or resulting from breaches of or non-compliance with, this Agreement shall be the exclusive remedies available to the Purchaser.
Exclusion of Further Remedies. Save with respect to any Claims under Section 4.1, the Parties agree that the Purchaser's right to an adjustment of the Purchase Price pursuant to this Agreement supersede and replace any statutory rights, warranties or guaranties of the Purchaser under applicable law, and that Purchaser's right to an adjustment of the Purchase Price shall be the exclusive remedy available to the Purchaser. Any claims resulting from statutory Purchaser's rights, warranties or guaranties are herewith excluded to the maximum extent permitted by law.
Exclusion of Further Remedies. To the extent permitted by law, any further claims and remedies other than explicitly provided for under Section 9 hereof, irrespective of which nature, amount or legal basis, are hereby expressly waived and excluded, in particular, without limitation, claims under pre-contractual fault (Section 311 para. 2 and 3 of the German Civil Code), breach of contract (Pflichtverletzung aus dem Schuldverhältnis) and/or the right to rescind this Agreement (Rücktritt), and any liability in tort (Deliktshaftung), unless caused by fraud (Vorsatz)
Exclusion of Further Remedies. Sellers and Purchaser agree that remedies the Purchaser may have against Sellers for breach of a Sellers’ Warranty set forth in this Agreement are solely governed by this Agreement, and the remedies provided for by this Agreement shall be the exclusive remedies available to Purchaser except in the case of fraud or willful misconduct of a Seller. All other and further remedies (Rechtsfolgen) that might be available to the Purchaser for statutory or other reasons (in addition to the remedies set forth in this Agreement) hereof shall be excluded. This exclusion shall apply to all claims and rights of whatever legal nature except in the case of fraud or willful misconduct, and shall in particular exclude without limiting the generality of the foregoing, claims under pre-contractual fault (Section 311 para. 2 and 3 of the BGB), breach of contract (Pflichtverletzung aus dem Schuldverhältnis) and/or rights following the statutory regulations following defects in the purchased objects (Section 437 of the BGB)(Sachmaengelgewaehrleistungsrecht) including but not limited to the right to reduce the Purchase Price (Minderung) or to rescind this Agreement (Rücktritt), any liability in tort (Deliktshaftung) and to all other rights and claims having a similar consequence and under all circumstances. The parties agree that Section 442 of the German Civil Code (BGB) and Section 337 of the German Commercial Code (HGB) shall neither apply directly nor mutatis mutandis.
Exclusion of Further Remedies. To the extent permitted by Law, any further claims and remedies other than explicitly provided for under this Agreement, irrespective of which nature, amount or legal basis, are hereby expressly waived and excluded, in particular, without limitation, claims under pre-contractual fault (Section 311 para. 2 and 3 of the German Civil Code (BGB)), breach of contract (Pflichtverletzung aus dem Schuldverhältnis) and/or the right to reduce the purchase price (Minderung) or to rescind this Agreement (Rücktritt), and any liability in tort (Deliktshaftung), except for deceit (Arglist) and intention (Vorsatz) in which case the principles of German law shall apply without regard to the contractual limitations on liability set forth in this Agreement.
Exclusion of Further Remedies. 12.8.1 The Parties are in agreement that the provisions under this Sec. 11 conclusively set out the entirety of the available claims, rights and remedies of the Purchaser as well as the limitations of liability in case of a Breach of Guarantee.
12.8.2 Any other rights and claims of the Purchaser for a Breach of Guarantee of any kind in connection with this Agreement other than those expressly stipulated in this Agreement, including any rights and claims relating to curing performance (Nacherfüllung), withdrawal (Rücktritt) or the winding up of the transactions contemplated in this Agreement (e.g. by way of großer Schadenersatz or Schadenersatz statt der Leistung), reduction of the purchase price (Minderung), damages (Schadenersatz), compensation for useless expenses (Ersatz vergeblicher Aufwendungen), breach of pre-contractual duties (culpa in contrahendo) pursuant to Section 311 para. 2 BGB, voidance (Anfechtung), any claims based on frustration of contract pursuant to Section 313 BGB (Störung der Geschäftsgrundlage), Section 275 para. 2 BGB are excluded.
12.8.3 The limitations under this Sec. 11 do not apply to any rights and remedies based on wilful deceit (arglistige Täuschung) or intentional conduct (Vorsatz).
Exclusion of Further Remedies. Subject always to Nycomed's obligations under Section 12.6.4 (Recall Expenses) and Section 14.1.1 (Indemnification by Nycomed) hereof and subject to Section 14.2 (General Limitation of Liability), any warranties or remedies in addition to those set forth above, whether expressed or implied, in particular claims for damages resulting from Deficient Products including, without limitation, any claims for loss of profit or any compensation for delayed replacement delivery of Products not conforming to Nycomed's warranty pursuant to Sections 10.4.1(i)—10.4.1(iv), are expressly excluded.
Exclusion of Further Remedies. The Parties agree that the remedies for a breach of any of the guaranties of the Seller pursuant to Section 7 above supersede and replace any statutory buyer's rights under applicable law and that such remedies shall, with the exception of breaches of the Seller’s guaranties set forth in Section 7.17a for which the Purchaser’s right to claim indemnification in accordance with Section 10 shall not be excluded, be the exclusive remedies available to the Purchaser if a guaranty of the Seller pursuant to Section 7 above is breached. This shall, in particular, but without limitation, apply to any claims for pre-contractual fault (sec. 311 para. 2 and 3 of the BGB), claims for breach of contract (Pflichtverletzung aus dem Schuldverhältnis), the right to reduce the Purchase Price (Minderung), the right to rescind this Agreement (Rücktritt), and any liability in tort (Deliktshaftung), unless the claim in question is based on a wilful act (vorsätzliche Handlung) or fraudulent misrepresentation (arglistige Täuschung) of the Seller.
