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.
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 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. 8.6.1 The Parties agree that the claims and remedies which the Purchasers may have with respect to the breach of any of the guarantees or covenants or other parts of this Agreement are limited to the claims and remedies explicitly contained herein.
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.
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 and unless expressly provided otherwise in this Agreement, any further claims and remedies with respect to a breach of a Sellers Guarantee – irrespective of their nature, amount or legal basis – are hereby expressly waived, including without limitation claims for breach of a pre-contractual duty, claims based on a breach of duty in an obligation relationship, claims based on statutory warranty provisions and liability in tort as well as any and all other claims which could, due to a rescission, action for avoidance, reduction of the Total Purchase Price or other reasons, result in the termination, invalidity or a winding-up or restitution ex tunc of this Agreement, in an amendment of its content or in a refund or reduction of the Total Purchase Price, except if and to the extent that any such claim is based on intent or on fraudulent misrepresentation of the Seller.
Exclusion of Further Remedies. Subject always to Nycomed's obligations under Section 12.5.3 (Costs Associated with Field Alert, Product Recall or Market Withdrawal) 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 Bulk Product including, without limitation, any claims for loss of profit or any compensation for delayed replacement delivery of Bulk Product not conforming to Nycomed's warranty pursuant to Sections 10.4.1(i) - 10.4.1(iv), are expressly excluded.
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. To the fullest extent permitted by law, any further claims and remedies other than explicitly provided for in this Agreement, irrespective of their nature, amount or legal basis, are hereby expressly waived and excluded, in particular, without limitation, claims under pre-contractual fault in the context of the initiation, negotiation and preparation of this Agreement (Section 311 Sub-Section 2 and 3 of the German Civil Code), claims for damages for breach of warranty other than as set out in Section 7.1(a), the right to reduce the Purchase Price (Minderung) or to rescind this Agreement (Rücktritt), contest this Agreement (Anfechtung), any form of adaptation or termination or amendment of this Agreement due to mistake or frustration of the contractual basis (Irrtum über oder Wegfall oder Störung der Geschäftsfgrundlage), any liability in tort (Deliktshaftung) or any rights and claims deriving from Section 313 et seq., 434 et seq. or 435 et seq. of the German Civil Code, provided that, for the avoidance of doubt, claims under the legal concept of “positive Vertrags – oder Forderungsverletzung” are excluded so far as they do not arise as a consequence of breach of express obligations in this Agreement other than the Sellers’ Warranties under Section 6.
