Exclusive Monetary Remedy. Except in the case of fraud, intentional misrepresentation or willful misconduct, after the Closing, the indemnification provisions set forth in this Section 8 shall constitute the sole and exclusive remedy and recourse for monetary damages of the Acquiror Indemnified Parties for any and all Losses or other claims relating to or arising from this Agreement.
Exclusive Monetary Remedy. Notwithstanding any provision to the contrary in this Agreement, this Article V shall be the sole and exclusive monetary remedy of the Indemnified Parties for any claim arising out of or resulting from this Agreement. Nothing in this Article V or elsewhere in this Agreement shall affect the Parties’ rights to specific performance or other equitable or non-monetary remedies with respect to the covenants and agreements in this Agreement.
Exclusive Monetary Remedy. Anything to the contrary notwithstanding, the indemnification provisions of this Article VI are the exclusive monetary remedy available to the Buyer and the Sellers with respect to any Loss arising out of a breach of this Agreement or the transactions contemplated herein, except with respect to the breach of any separate written agreements among the parties entered into in connection herewith that provide for performance after the Closing Date of the obligations set forth therein; provided, that the foregoing will in no way limit the rights of an Indemnified Party for any fraud or willful misconduct by the Indemnifying Party in connection with this Agreement or the transactions contemplated hereby.
Exclusive Monetary Remedy. Except for any claim for fraud, willful breach or intentional misconduct and as otherwise provided for in this Agreement, from and after the Initial Closing, the SOP Closing, the Tranche 1 Earn-Out Closings and the Tranche 2 Earn-Out Closings, a claim for indemnification pursuant to this Article XIII shall be the sole and exclusive monetary remedy of any Party for any claims against the other Party arising out of or resulting from this Agreement.
Exclusive Monetary Remedy. Except in the case of a claim based on fraud, the right to indemnification or reimbursement upon and subject to the terms, limitations and conditions of this Agreement shall be the exclusive remedy for monetary damages of any Party and its shareholders, members, directors, officers, employees and agents for any Losses arising under or in connection with this Agreement, any other document executed and delivered pursuant to this Agreement, or otherwise in connection with or relating to the transactions under this Agreement.
Exclusive Monetary Remedy. (a) Except in the case of fraud, the right to indemnification under this Article VI shall constitute the sole and exclusive monetary remedy of the Buyer Indemnified Parties and the Seller Indemnified Parties for Losses or otherwise arising from, in connection with this Agreement, including pursuant to Section 6.01(a) and Section 6.01(b), and the Ancillary Agreements or otherwise with respect to any of the transactions contemplated hereby.
(b) Except in the case of Seller’s fraud, (x) except for a breach of the Seller Fundamental Representations, Seller’s aggregate liability to Buyer Indemnified Parties pursuant to Section 6.01(a)(i) and Section 6.01(a)(iv) (with respect to 6.01(a)(i)) shall not exceed $70,000 plus 20% of each Milestone Contingent Payment that is earned under this Agreement (the “Cap”), and (y) Seller’s aggregate liability under Section 6.01(a) shall not exceed the sum of the Upfront Payments and the Contingent Consideration actually paid by Buyer under this Agreement. No Buyer Indemnified Party shall be entitled to recover any Losses under Section 6.01(a)(i) unless and until the aggregate Losses for which they would otherwise be entitled to indemnification under Section 6.01(a)(i) exceed $30,000, at which point the Buyer Indemnified Parties shall become entitled to be indemnified for such Losses in excess of $30,000.
(c) Except in the case of Buyer’s fraud, (x) except for a breach of the Buyer Fundamental Representations, Buyer’s aggregate liability to Seller Indemnified Parties pursuant to Section 6.01(b)(i) and Section 6.01(b)(iv) (with respect to 6.01(b)(i)) shall not exceed the Cap, and (y) except in the case of product liability claims (with respect to which Buyer’s liability shall not be limited), Buyer’s aggregate liability under Section 6.01(b) shall not exceed $21,300,000. No Seller Indemnified Party shall be entitled to recover any Losses under Section 6.01(b)(i) unless and until the aggregate Losses for which they would otherwise be entitled to indemnification under Section 6.01(b)(i) exceed $30,000, at which point the Seller Indemnified Parties shall become entitled to be indemnified for such Losses in excess of $30,000.
Exclusive Monetary Remedy. Except in the case of Fraud or as set forth in Section 8.10, from and after the Closing, the indemnification provided in this Article VII, subject to the limitations herein, shall be the sole and exclusive monetary remedy of the Indemnified Parties against the Entitled Holders for any and all liability arising out of, under or in connection with this Agreement (including any breaches of any Company representations and warranties provided in this Agreement) or in connection with the Merger.
Exclusive Monetary Remedy. The Investor acknowledges and agrees that, notwithstanding anything to the contrary contained in this Agreement, from and after the Completion Date, its sole and exclusive monetary remedy against the Company with respect to any and all indemnity Claims, shall be pursuant to the provisions set forth in this Clause 10. The indemnification rights of the Indemnified Parties under this Agreement are independent of, and in addition to, such other non-monetary rights and remedies that they may have at Applicable Law or in equity or otherwise, including the right to seek specific performance, rescission, or other injunctive relief, none of which rights or remedies will be affected or diminished by the right to seek indemnity under this Agreement.
Exclusive Monetary Remedy. Other than with respect to fraudulent misrepresentation or fraud, the indemnification provisions and procedures contained in this Article IX shall constitute the sole and exclusive recourse and remedy of the parties following the Closing with respect to any monetary Losses resulting from, arising out of or in connection with any matters subject to indemnification under this Article IX. Accordingly, other than with respect to claims alleging fraudulent misrepresentation or fraud, no claim for any monetary Losses following the Closing arising under this Agreement shall be made by any of the parties except pursuant to the provisions of this Article IX. Notwithstanding the foregoing, nothing in this Section shall limit or otherwise affect any recourse or rights or remedy of the parties arising out of any nonfulfillment or breach of any covenant or agreement under this Agreement or any of the Schedules attached hereto required to be performed or complied with by a party after the Closing (and with it being understood that the representations and warranties in Articles IV, V and VI are not covenants or agreements required to be performed or complied with after the Closing).
Exclusive Monetary Remedy. The sole and exclusive monetary remedy for any Indemnified Party against any Indemnifying Party for any breach of any representation, warranty, agreement or covenant of such Indemnifying Party under this Agreement (including the covenants regarding Assumed Liabilities) shall be indemnification pursuant to this Article VIII, except in the case of fraud or willful misconduct by the Indemnifying Party. Without limiting the foregoing, the exercise by an Indemnified Party of its right to indemnification under Article VIII shall not affect the right of such Indemnified Party to seek an injunction or other equitable relief with respect to the matter giving rise to such exercise.
