Common use of Exclusive Remedies and No Rights Against Nonparties Clause in Contracts

Exclusive Remedies and No Rights Against Nonparties. (a) Following the Closing, no Party shall assert against any other Party any claim, cause of action, right or remedy, or any Action, relating to this Agreement, the Transactions or any document or instrument delivered in connection herewith or therewith, other than as set forth in Section 2.4(f), claims pursuant to this Article VIII, claims that a Party committed Fraud in making any representation or warranty contained in Article III or Article IV, claims pursuant to Section 9.4(d) and claims pursuant to the terms of any Transaction Document (other than this Agreement). Following the Closing, the claims and remedies specified in clauses (i) through (v) of the previous sentence shall constitute the Parties’ sole and exclusive rights and remedies available to the Indemnified Parties for any and all Losses or other claims relating to or arising out of this Agreement, the Transactions and any document or instrument delivered in connection herewith or therewith, and shall supersede all other rights and remedies available at law or in equity (including any right of rescission). Accordingly, effective as of the Closing, each Party hereby irrevocably waives and discharges, and releases each other Party, to the fullest extent permitted under applicable Law, from, all other claims, causes of action and Actions relating thereto. The obligations of the Parties set forth in Section 8.2 and Section 8.3 shall be conditioned upon the Closing having occurred.

Exclusive Remedies and No Rights Against Nonparties. (a) Following the Closing, no Party shall assert against any other Party any claim, cause of action, right or remedy, or any Action, relating to this Agreement, the Transactions or any document or instrument delivered in connection herewith or therewith, other than as set forth in Section 2.4(f), (i) claims pursuant to this Article VIIIX, (ii) claims that a Party committed Fraud common law fraud under Delaware Law in making any representation or warranty contained in Article III IV, Article V, VI or Article IVVII, (iii) claims for specific enforcement or injunction pursuant to Section 9.4(d14.8 and (iv) and claims pursuant to the terms of any Transaction Document (other than this Ancillary Agreement). Following the Closing, the claims and remedies specified in clauses (i) through (viv) of the previous sentence shall constitute the Parties’ sole and exclusive rights and remedies available to the Indemnified Parties for any and all Losses or other claims relating to or arising out of this Agreement, the Transactions and any document or instrument delivered in connection herewith or therewith, and shall supersede all other rights and remedies available at law or in equity (including any right of rescission). Accordingly, effective as of the Closing, each Party hereby irrevocably waives and discharges, and releases each other Party, to the fullest extent permitted under applicable Law, from, all other claims, causes of action and Actions relating thereto. The obligations of the Parties set forth in Section 8.2 and Section 8.3 shall be conditioned upon the Closing having occurred.

Exclusive Remedies and No Rights Against Nonparties. (a) Following the Closing, no Party shall assert against any other Party any claim, cause of action, right or remedy, or any Action, relating to this Agreement, the Transactions or any document or instrument delivered in connection herewith or therewith, other than (i) as set forth in Section 2.4(f2.4(d), (ii) claims pursuant to this Article VIII, (iii) claims that a Party committed Fraud in making any representation or warranty contained in Article III or Article IVfor Fraud, (iv) claims pursuant to Section 9.4(d10.10(d) (Specific Performance) with respect to covenants to be performed at or following the Closing, and (v) claims pursuant to the terms of any other Transaction Document (other than this Agreement)as permitted thereunder; provided, that the foregoing limitations on the remedies of a Party will not apply to claims based upon Fraud. Following the Closing, the claims and remedies specified in clauses (i) through (v) of the previous sentence shall constitute the Parties’ sole and exclusive rights and remedies available to the Indemnified Parties for any and all Losses or other claims relating to or arising out of this Agreement, the Transactions and any document or instrument delivered in connection herewith or therewith, and shall supersede all other rights and remedies available at law or in equity (including any right of rescission). Accordingly, effective as of the Closing, each Party hereby irrevocably waives and discharges, and releases each other Party, to the fullest extent permitted under applicable Law, from, all other claims, causes of action and Actions relating thereto. The obligations of the Parties set forth in Section 8.2 and Section 8.3 shall be conditioned upon the Closing having occurred.

Exclusive Remedies and No Rights Against Nonparties. (a) Following the Closing, no Party shall assert against any other Party any claim, cause of action, right or remedy, or any Action, relating to this Agreement, the Transactions or any document or instrument delivered in connection herewith or therewith, other than as set forth in Section 2.4(f), (i) claims pursuant to this Article VIII, (ii) claims that a Party committed Fraud common law fraud under Delaware Law in making any representation or warranty contained in Article Articles III or Article IV, claims pursuant to Section 9.4(dIV and (iii) and claims pursuant to the terms of any Transaction Document (other than this Agreement)Document. Following the Closing, the claims and remedies specified in clauses (i) through (viii) of the previous sentence shall constitute the Parties’ sole and exclusive rights and remedies available to the Indemnified Parties for any and all Losses or other claims relating to or arising out of this Agreement, the Transactions and any document or instrument delivered in connection herewith or therewith, and shall supersede all other rights and remedies available at law or in equity (including any right of rescission). Accordingly, effective as of the Closing, each Party hereby irrevocably waives and discharges, and releases each other Party, to the fullest extent permitted under applicable Law, from, all other claims, causes of action and Actions relating thereto. The obligations of the Parties set forth in Section 8.2 and Section 8.3 shall be conditioned upon the Closing having occurred.

Exclusive Remedies and No Rights Against Nonparties. (a) Following the Closing, no Party shall assert against any other Party any claim, cause of action, right or remedy, or any Action, relating to this Agreement, the Transactions or any document or instrument delivered in connection herewith or therewith, other than as set forth in Section 2.4(f), (i) claims pursuant to this Article VIIIVII, (ii) claims that a Party committed Fraud actual (but not constructive) fraud under Delaware Law, (iii) claims that a Party committed any Intentional Breach of any express representation, warranty, covenant or agreement in making any representation or warranty contained in Article III or Article IVthis Agreement occurring prior to the Closing, (iv) claims pursuant to Section 9.4(d8.3(b) and with respect to covenants to be performed at or following the Closing, or (v) claims pursuant to the terms of any Transaction Document (other than this Agreement)Document. Following the Closing, the claims and remedies specified in clauses (i) through (v) of the previous sentence shall constitute the Parties’ sole and exclusive rights and remedies available to the Indemnified Parties for any and all Losses or other claims relating to or arising out of this Agreement, the Transactions and any document or instrument delivered in connection herewith or therewith, and shall supersede all other rights and remedies available at law or in equity (including any right of rescission). Accordingly, subject to the other provisions of this Section 7.8(a), effective as of the Closing, each Party hereby irrevocably waives and discharges, and releases each other Party, to the fullest extent permitted under applicable Law, from, all other claims, causes of action and Actions relating thereto. The obligations of the Parties set forth in Section 8.2 and Section 8.3 shall be conditioned upon the Closing having occurred.