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. 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. The parties acknowledge and agree that, upon and following the Closing, the indemnification rights provided in this Section 9 shall be the sole and exclusive remedy for monetary damages available to the parties for any claim or cause of action arising out of any breach of this Agreement and the Bill of Sale. SECTION 10
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. 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. After the Closing, except in the case of Fraud, the indemnification provisions set forth in this Section 8 shall constitute the sole and exclusive remedy and recourse for monetary damages of Acquiror Indemnified Parties for any and all Losses or other claims relating to or arising from this Agreement or in the Letters of Transmittal or Non-Solicitation Agreements. Nothing in this Section 8.11 or elsewhere in this Agreement shall affect the Parties' rights to specific performance or other non-monetary equitable remedies to enforce the Parties' rights and obligations under this Agreement or the Acquiror Indemnified Parties' rights under the RWI Policy.
Exclusive Monetary Remedy. Except as provided in Section 10.1(c), Section 11.1(b) and Section 11.11 and in the case of fraud or intentional or criminal or willful misrepresentation or misconduct, (i) Sellers’ and Buyer’s sole monetary remedy against the other will be to seek indemnification as set forth in this Article 9, and (ii) any claim for monetary Damages against any party for any breach of this Agreement or in connection with any of the transactions contemplated hereby will be made solely pursuant to this Article 9.
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.
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 38 pursuant to this Agreement, or otherwise in connection with or relating to the transactions under this Agreement.
