Exclusive Remedies. Subject to Section 5.02 and Section 9.11 and the last sentence of Section 3.11, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from fraud or intentional misrepresentation on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in Article VI and this Article VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under Law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their Affiliates and each of their respective Representatives arising under or based upon any Law, except pursuant to the indemnification provisions set forth in Article VI and this Article VIII. Nothing in this Section 8.08 shall limit any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any Person’s fraud or intentional misrepresentation.
Appears in 2 contracts
Samples: Securities and Asset Purchase Agreement (Easylink Services International Corp), Securities and Asset Purchase Agreement (Premiere Global Services, Inc.)
Exclusive Remedies. Subject to Section 5.02 2.06, Section 6.07 and Section 9.11 and the last sentence of Section 3.1110.11, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from fraud fraud, criminal activity or intentional misrepresentation willful misconduct on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in Article VI and this Article ARTICLE VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under Law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their Affiliates and each of their respective Representatives arising under or based upon any Law, except pursuant to the indemnification provisions set forth in Article VI and this Article ARTICLE VIII. Nothing in this Section 8.08 shall limit any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any Personparty’s fraud fraudulent, criminal or intentional misrepresentationmisconduct.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Seneca Foods Corp), Asset Purchase Agreement (Paradise Inc)
Exclusive Remedies. Subject Except as provided below with respect to Section 5.02 and Section 9.11 and the last sentence of Section 3.116.03, the parties Parties acknowledge and agree that that, from and after Closing, their sole and exclusive remedy with respect to any and all claims (other than Fraud Claims or claims arising from fraud or intentional misrepresentation criminal activity on the part of a party Party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, Agreement shall be pursuant to the indemnification provisions set forth in Article VI and this Article VIII. In furtherance of the foregoing, each party Party hereby waives, to the fullest extent permitted under Law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties Parties hereto and their Affiliates and each of their respective Representatives arising under or based upon any Law, except pursuant to the indemnification provisions set forth in Article VI and this Article VIII. Nothing in this Section 8.08 shall limit any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled (including the enforcement of Section 6.03) or to seek any remedy on account of any Person’s fraud criminal activity or intentional misrepresentationfraud.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Newpark Resources Inc), Asset Purchase Agreement (Newpark Resources Inc)
Exclusive Remedies. Subject to Section 5.02 6.07, Section 6.09(c), Section 9.02 and Section 9.11 and the last sentence of Section 3.1110.11, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from fraud fraud, criminal activity or intentional misrepresentation willful misconduct on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in Article VI and this Article ARTICLE VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under Law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their Affiliates and each of their respective Representatives arising under or based upon any Law, except pursuant to the indemnification provisions set forth in Article VI and this Article ARTICLE VIII. Nothing in this Section 8.08 8.10 shall limit any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any Personparty’s fraud fraudulent, criminal or intentional misrepresentationmisconduct.
Appears in 1 contract
Exclusive Remedies. Subject to Section 5.02 2.04(b), Section 5.04 and Section 9.11 and the last sentence of Section 3.119.11, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from fraud fraud, criminal activity or intentional misrepresentation willful misconduct on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in Article VI and this Article VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under Law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their Affiliates and each of their respective Representatives arising under or based upon any Law, except pursuant to the indemnification provisions set forth in Article VI and this Article VIII. Nothing in this Section 8.08 8.09 shall limit any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any Personparty’s fraud fraudulent, criminal or intentional misrepresentationmisconduct.
Appears in 1 contract
Samples: Stock Purchase Agreement (AgEagle Aerial Systems Inc.)
Exclusive Remedies. Subject to Section 5.02 and 2.7, Section 9.11 and the last sentence of 6.7, Section 3.116.8 or Section 10.8, the parties Parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from fraud fraud, criminal activity or intentional misrepresentation willful misconduct on the part of a party hereto Party in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in Article VI and this Article VIII. In furtherance of the foregoing, each party Party hereby waives, to the fullest extent permitted under Law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto Parties and their Affiliates and each of their respective Representatives arising under or based upon any Law, except pursuant to the indemnification provisions set forth in Article VI and this Article VIII. Nothing in this Section 8.08 8.9 shall limit any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any PersonParty’s fraud fraudulent, criminal or intentional misrepresentationmisconduct.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Post Holdings, Inc.)
Exclusive Remedies. Subject to Section 5.02 6.06 and Section 9.11 and the last sentence of Section 3.1111.10, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from fraud fraud, criminal activity or intentional misrepresentation willful misconduct on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in Article VI ARTICLE VII and this Article VIIIARTICLE IX. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under Law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their Affiliates and each of their respective Representatives arising under or based upon any Law, except pursuant to the indemnification provisions set forth in Article VI ARTICLE VII and this Article VIIIARTICLE IX. Nothing in this Section 8.08 9.09 shall limit any Person’s 's right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any Person’s fraud party's fraudulent, criminal or intentional misrepresentationmisconduct.
Appears in 1 contract
Samples: Share Purchase Agreement (Super League Gaming, Inc.)
Exclusive Remedies. Subject to Section 5.02 5.10 and Section 9.11 and the last sentence of Section 3.1110.11, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from fraud fraud, criminal activity or intentional misrepresentation willful misconduct on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in Article ARTICLE VI and this Article ARTICLE VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under Law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their Affiliates and each of their respective Representatives arising under or based upon any Law, except pursuant to the indemnification provisions set forth in Article ARTICLE VI and this Article ARTICLE VIII. Nothing in this Section 8.08 shall limit any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any Personparty’s fraud fraudulent, criminal or intentional misrepresentationmisconduct.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Fat Brands, Inc)
Exclusive Remedies. Subject to Section 5.02 4.17 and Section 9.11 and the last sentence of Section 3.119.11, the parties acknowledge and agree that from and after the Closing Date, their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud or intentional misrepresentation on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in Article VI and this Article VIIIVII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under Law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their Affiliates and each of their respective Representatives arising under or based upon any Law, except pursuant to the indemnification provisions set forth in Article VI and this Article VIIIVII. Nothing in this Section 8.08 7.7 shall limit any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled pursuant to Section 9.11 or to seek any remedy on account of intentional fraud by any Person’s fraud or intentional misrepresentationparty hereto.
Appears in 1 contract
Exclusive Remedies. Subject to Section 5.02 and Section 9.11 and the last sentence of Section 3.118.12, the parties Parties acknowledge and agree that that, following the Closing, their sole and exclusive remedy with respect to any and all claims (other than claims arising from fraud or intentional misrepresentation on the part of a party hereto willful misconduct in connection with the transactions contemplated by this AgreementAgreement or equitable remedies with respect to a breach of Sections 5.08 and 5.09) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, Agreement shall be pursuant to the indemnification provisions set forth in Article VI and this Article VIIIVII. In furtherance of the foregoing, each party Party hereby waives, to the fullest extent permitted under Law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties Parties hereto and their Affiliates and each of their respective Representatives arising under or based upon any Law, except pursuant to the indemnification provisions set forth in Article VI and this Article VIIIVII. Nothing in this Section 8.08 7.07 shall limit any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled pursuant to Section 8.12 or to seek any remedy on account of any Person’s fraud or intentional misrepresentationwillful misconduct by any Party hereto.
Appears in 1 contract
Exclusive Remedies. Subject to Section 5.02 1.04(b), Section 4.07 and Section 9.11 and the last sentence of Section 3.119.11, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from fraud or intentional misrepresentation willful misconduct on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in Article VI and this Article VIIIARTICLE VII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under Law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their Affiliates and each of their respective Representatives arising under or based upon any Law, except pursuant to the indemnification provisions set forth in Article VI ARTICLE V and this Article VIIIARTICLE VII. Nothing in this Section 8.08 7.09 shall limit any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any Personparty’s fraud fraudulent or intentional misrepresentationmisconduct.
Appears in 1 contract
Exclusive Remedies. Subject to Section 5.02 2.04, Section 7.03 and Section 9.11 and the last sentence of Section 3.118.11, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from fraud fraud, criminal activity or intentional misrepresentation willful misconduct on the part of a party hereto in connection with the transactions contemplated by this AgreementTransactions) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in Article VI ARTICLE V and this Article VIIIARTICLE VI. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under Law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their Affiliates and each of their respective Representatives arising under or based upon any Law, except pursuant to the indemnification provisions set forth in Article VI ARTICLE V and this Article VIIIARTICLE VI. Nothing in this Section 8.08 6.09 shall limit any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any Personparty’s fraud fraudulent, criminal or intentional misrepresentationmisconduct.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Sunworks, Inc.)
Exclusive Remedies. Subject to [Section 5.02 2.06], Section 6.07 and Section 9.11 and the last sentence of Section 3.1110.11, the parties Parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from fraud fraud, criminal activity or intentional misrepresentation willful misconduct on the part of a party Party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in Article VI and this Article ARTICLE VIII. In furtherance of the foregoing, each party Party hereby waives, to the fullest extent permitted under Law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their Affiliates and each of their respective Representatives arising under or based upon any Law, except pursuant to the indemnification provisions set forth in Article VI and this Article ARTICLE VIII. Nothing in this Section 8.08 shall limit any Person’s 's right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any Person’s fraud Party's fraudulent, criminal or intentional misrepresentationmisconduct.
Appears in 1 contract
Exclusive Remedies. Subject to Section 5.02 2.06, Section 6.03 and Section 9.11 and the last sentence of Section 3.1110.11, the parties acknowledge and agree that that, following the Closing, their sole and exclusive remedy with respect to any and all claims (other than claims arising from fraud fraud, criminal activity or intentional misrepresentation willful misconduct on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in Article VI and this Article VIIIVII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under Law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their Affiliates and each of their respective Representatives arising under or based upon any Law, except pursuant to the indemnification provisions set forth in Article VI and this Article VIIIVII. Nothing in this Section 8.08 7.09 shall limit any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any Personparty’s fraud fraudulent, criminal or intentional misrepresentationmisconduct.
Appears in 1 contract
Samples: Asset Purchase Agreement (Smith Micro Software, Inc)
Exclusive Remedies. Subject to Section 5.02 and Section 9.11 and the last sentence of Section 3.1110.11, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from fraud fraud, criminal activity, or intentional misrepresentation willful misconduct on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement agreement, or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in Article ARTICLE VI and this Article ARTICLE VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under Law, any and all rights, claims claims, and causes of action for any breach of any representation, warranty, covenant, agreement agreement, or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their Affiliates and each of their respective Representatives arising under or based upon any Law, except pursuant to the indemnification provisions set forth in Article ARTICLE VI and this Article ARTICLE VIII. Nothing in this Section 8.08 8.09 shall limit any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any Personparty’s fraud fraudulent, criminal or intentional misrepresentationmisconduct.
Appears in 1 contract
Samples: Merger Agreement (VNUE, Inc.)
Exclusive Remedies. Subject to Section 5.02 and Section 9.11 and the last sentence of Section 3.1110.11, the parties Parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from fraud fraud, criminal activity or intentional misrepresentation willful misconduct on the part of a party Party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in Article ARTICLE VI and this Article ARTICLE VIII. In furtherance of the foregoing, each party Party hereby waives, to the fullest extent permitted under Law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto Parties and their Affiliates and each of their respective Representatives arising under or based upon any Law, except pursuant to the indemnification provisions set forth in Article ARTICLE VI and this Article ARTICLE VIII. Nothing in this Section 8.08 8.05 shall limit any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any PersonParty’s fraud fraudulent, criminal or intentional misrepresentationmisconduct.
Appears in 1 contract
Exclusive Remedies. Subject to Section 5.02 and Section 9.11 and the last sentence of Section 3.119.12, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from fraud fraud, criminal activity or intentional misrepresentation willful misconduct on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in Article ARTICLE VI and this Article ARTICLE VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under Law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their Affiliates and each of their respective Representatives arising under or based upon any Law, except pursuant to the indemnification provisions set forth in Article ARTICLE VI and this Article ARTICLE VIII. Nothing in this Section 8.08 8.10 shall limit any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any Personparty’s fraud fraudulent, criminal or intentional misrepresentationmisconduct.
Appears in 1 contract
Exclusive Remedies. Subject to Section 5.02 5.06 and Section 9.11 and the last sentence of Section 3.1110.12, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from fraud fraud, criminal activity or intentional misrepresentation willful misconduct on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in Article ARTICLE VI and this Article ARTICLE VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under Law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their Affiliates and each of their respective Representatives arising under or based upon any Law, except pursuant to the indemnification provisions set forth in Article ARTICLE VI and this Article ARTICLE VIII. Nothing in this Section 8.08 8.09 shall limit any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any Personparty’s fraud fraudulent, criminal or intentional misrepresentationmisconduct.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Q2Earth Inc.)
Exclusive Remedies. Subject to Section 5.02 2.07, Section 6.07 and Section 9.11 and the last sentence of Section 3.1110.11, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from fraud fraud, criminal activity or intentional misrepresentation willful misconduct on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in Article VI and this Article ARTICLE VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under Law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their Affiliates and each of their respective Representatives arising under or based upon any Law, except pursuant to the indemnification provisions set forth in Article VI and this Article ARTICLE VIII. Nothing in this Section 8.08 shall limit any Person’s 's right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any Person’s fraud party's fraudulent, criminal or intentional misrepresentationmisconduct.
Appears in 1 contract
Exclusive Remedies. Subject to Section 5.02 2.06, Section 6.06 and Section 9.11 and the last sentence of Section 3.1110.12, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from fraud fraud, criminal activity or intentional misrepresentation willful misconduct on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in Article VI and this Article ARTICLE VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under Law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their Affiliates and each of their respective Representatives arising under or based upon any Law, except pursuant to the indemnification provisions set forth in Article VI and this Article ARTICLE VIII. Nothing in this Section 8.08 8.09 shall limit any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any Personparty’s fraud fraud, criminal activity or intentional misrepresentationwillful misconduct.
Appears in 1 contract
Samples: Asset Purchase Agreement (Target Hospitality Corp.)
Exclusive Remedies. Subject to Section 5.02 2.05, Section 11.01 and Section 9.11 and the last sentence of Section 3.1111.12, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from fraud or intentional misrepresentation Fraud on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this AgreementAgreement and the Ancillary Documents, shall be pursuant to the indemnification provisions set forth in Article VI and this Article VIIIARTICLE IX. In furtherance of the foregoing, subject to Section 11.01, each party hereby waives, to the fullest extent permitted under Law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their Affiliates and each of their respective Representatives arising under or based upon any Law, except pursuant to the indemnification provisions set forth in Article VI and this Article VIIIARTICLE IX. Nothing in this Section 8.08 9.10 shall limit any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any Personparty’s fraud or intentional misrepresentationFraud.
Appears in 1 contract
Exclusive Remedies. Subject to Section 5.02 6.07 and Section 9.11 and the last sentence of Section 3.1110.11, the parties acknowledge and agree that from and after Closing their sole and exclusive remedy with respect to any and all claims (other than claims arising from fraud fraud, criminal activity or intentional misrepresentation willful misconduct on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in Article VI and this Article ARTICLE VIII. In furtherance of the foregoing, each party hereby waives, from and after Closing, to the fullest extent permitted under Law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their Affiliates and each of their respective Representatives arising under or based upon any Law, except pursuant to the indemnification provisions set forth in Article VI and this Article ARTICLE VIII. Nothing in this Section 8.08 8.09 shall limit any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any Personparty’s fraud fraudulent, criminal or intentional misrepresentationmisconduct.
Appears in 1 contract
Samples: Asset Purchase Agreement (Crown Electrokinetics Corp.)
Exclusive Remedies. Subject to and except for Section 5.02 and Section 9.11 and the last sentence of Section 3.1110.11, the parties acknowledge and agree that from and after Closing their sole and exclusive remedy with respect to any and all claims (other than claims arising from fraud or intentional misrepresentation willful misconduct on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in Article VI and this Article VIII. In furtherance of the foregoing, except with respect to Section 8.11, each party hereby waives, from and after Closing, to the fullest extent permitted under Law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their Affiliates and each of their respective Representatives arising under or based upon any Law, except pursuant to the indemnification provisions set forth in Article VI and this Article VIII. Nothing in this Section 8.08 8.8 shall limit any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any Personparty’s fraud fraudulent or intentional misrepresentationmisconduct.
Appears in 1 contract
Samples: Asset Purchase Agreement (Hydrofarm Holdings Group, Inc.)
Exclusive Remedies. Subject to to, Section 5.02 and 5.06, Section 9.11 9.02(c), and the last sentence of Section 3.11Dispute Resolutions Procedure, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from fraud fraud, criminal activity or intentional misrepresentation willful misconduct on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in Article VI and this Article VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under Law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their Affiliates and each of their respective Representatives arising under or based upon any Law, except pursuant to the indemnification provisions set forth in Article VI and this Article VIII. Nothing in this Section 8.08 shall limit any Person’s 's right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any Person’s fraud party's fraudulent, criminal or intentional misrepresentationmisconduct.
Appears in 1 contract
Exclusive Remedies. Subject to Section 5.02 Sections 5.07, 10.10 and Section 9.11 and the last sentence of Section 3.1110.11, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from fraud fraud, criminal activity or intentional misrepresentation wilful misconduct on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in Article VI and this Article VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under Law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their Affiliates and each of their respective Representatives arising under or based upon any Law, except pursuant to the indemnification provisions set forth in Article VI and this Article VIII. Nothing in this Section 8.08 8.11 shall limit any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any Person’s fraud fraudulent, criminal or intentional misrepresentationmisconduct.
Appears in 1 contract
Exclusive Remedies. Subject to Section 5.02 and Section 9.11 and the last sentence of Section 3.11ARTICLE VIII, the parties acknowledge and agree that from and after the Closing their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud or intentional misrepresentation on the part of a party hereto or its representatives in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement agreement, or obligation set forth herein or otherwise relating to the subject matter of this Agreement, Agreement shall be pursuant to the indemnification provisions set forth in Article VI and this Article VIIIARTICLE VII. In furtherance of the foregoing, each party hereby waives, from and after the Closing, to the fullest extent permitted under Law, any and all rights, claims claims, and causes of action for any breach of any representation, warranty, covenant, agreement agreement, or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their Affiliates and each of their respective Representatives arising under or based upon any Law, except pursuant to the indemnification provisions set forth in Article VI and this Article VIIIARTICLE VII. Nothing in this Section 8.08 7.07 shall limit any Person’s right to seek and obtain any equitable relief to which any such Person shall be entitled or to seek any remedy on account of any Person’s intentional fraud by any party hereto or intentional misrepresentationits representatives.
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Exclusive Remedies. Subject to Section 5.02 2.04(b), Section 5.11 and Section 9.11 and the last sentence of Section 3.1110.12, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from fraud fraud, criminal activity or intentional misrepresentation willful misconduct on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in Article VI and this Article VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under Law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their Affiliates and each of their respective Representatives arising under or based upon any Law, except pursuant to the indemnification provisions set forth in Article VI and this Article VIII. Nothing in this Section 8.08 8.09 shall limit any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any Personparty’s fraud fraudulent, criminal or intentional misrepresentationmisconduct.
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Exclusive Remedies. Subject to Section 5.02 2.06, Section 6.07 and Section 9.11 and the last sentence of Section 3.1110.11, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from fraud fraud, criminal activity or intentional misrepresentation willful misconduct on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in Article VI and this Article ARTICLE VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under Law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their Affiliates and each of their respective Representatives arising under or based upon any Law, except pursuant to the indemnification provisions set forth in Article VI and this Article ARTICLE VIII. Nothing in this Section 8.08 8.09 shall limit any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any Personparty’s fraud fraudulent, criminal or intentional misrepresentationmisconduct.
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Samples: Asset Purchase Agreement (Pressure Biosciences Inc)
Exclusive Remedies. Subject to Section 5.02 6.07 and Section 9.11 and the last sentence of Section 3.1110.11, the parties acknowledge and agree that from and after Closing their sole and exclusive remedy with respect to any and all claims (other than claims arising from fraud fraud, criminal activity or intentional misrepresentation willful misconduct on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in Article VI and this Article ARTICLE VIII. In furtherance of the foregoing, each party hereby waives, from and after Closing, to the fullest extent permitted under Law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their Affiliates and each of their respective Representatives arising under or based upon any Law, except pursuant to the indemnification provisions set forth in Article VI and this Article ARTICLE VIII. Nothing in this Section 8.08 8.06 shall limit any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any Personparty’s fraud fraudulent, criminal or intentional misrepresentationmisconduct.
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Samples: Asset Purchase Agreement (Recruiter.com Group, Inc.)
Exclusive Remedies. Subject to Section 5.02 5.07 and Section 9.11 and the last sentence of Section 3.1110.11, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from fraud Fraud, criminal activity or intentional misrepresentation willful misconduct on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in Article ARTICLE VI and this Article ARTICLE VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under Law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their Affiliates and each of their respective Representatives arising under or based upon any Law, except pursuant to the indemnification provisions set forth in Article ARTICLE VI and this Article ARTICLE VIII. Nothing in this Section 8.08 shall limit any Person’s 's right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any Person’s fraud party's fraudulent, criminal or intentional misrepresentationmisconduct.
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Exclusive Remedies. Subject to Section 5.02 and Section 9.11 and the last sentence of Section 3.11ARTICLE VII, the parties acknowledge and agree that from and after the Closing their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud or intentional misrepresentation on the part of a party hereto or its representatives in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement agreement, or obligation set forth herein or otherwise relating to the subject matter of this Agreement, Agreement shall be pursuant to the indemnification provisions set forth in Article VI and this Article VIIIARTICLE VI. In furtherance of the foregoing, each party hereby waives, from and after the Closing, to the fullest extent permitted under Law, any and all rights, claims claims, and causes of action for any breach of any representation, warranty, covenant, agreement agreement, or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their Affiliates and each of their respective Representatives arising under or based upon any Law, except pursuant to the indemnification provisions set forth in Article VI and this Article VIIIARTICLE VI. Nothing in this Section 8.08 6.07 shall limit any Person’s right to seek and obtain any equitable relief to which any such Person shall be entitled or to seek any remedy on account of any Person’s intentional fraud by any party hereto or intentional misrepresentationits representatives.
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Exclusive Remedies. Subject to Section 5.02 2.6, Section 6.3, Section 6.7, and Section 9.11 and the last sentence of Section 3.1110.10, the parties Parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from fraud fraud, criminal activity, or intentional misrepresentation willful misconduct on the part of a party hereto Party in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement agreement, or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in Article VI and this Article VIII. In furtherance of the foregoing, each party Party hereby waives, to the fullest extent permitted under Law, any and all rights, claims claims, and causes of action for any breach of any representation, warranty, covenant, agreement agreement, or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto Parties and their Affiliates and each of their respective Representatives arising under or based upon any Law, except pursuant to the indemnification provisions set forth in Article VI and this Article VIII. Nothing in this Section 8.08 8.9 shall limit any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any PersonParty’s fraud fraudulent, criminal or intentional misrepresentationmisconduct.
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Exclusive Remedies. Subject to Section 5.02 and Section 9.11 and the last sentence of Section 3.11, the The parties acknowledge and agree that their the sole and exclusive remedy of any Purchaser Indemnitee with respect to any and all claims (other than claims arising from intentional fraud or intentional misrepresentation on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in Article VI and this Article VIIIXII. In furtherance of the foregoing, each party the Purchaser on behalf of all Purchaser Indemnitee’s hereby waives, to the fullest extent permitted under Law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their Affiliates and each of their respective Representatives representatives arising under or based upon any Law, except pursuant to the indemnification provisions set forth in Article VI and this Article VIIIXII. Nothing in this Section 8.08 11.8 shall limit any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled pursuant to Section 14.16 or to seek any remedy on account of intentional fraud by any Person’s fraud or intentional misrepresentationparty hereto.
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Samples: Membership Interest Purchase Agreement (Opes Acquisition Corp.)
Exclusive Remedies. Subject to Section 5.02 5.06 and Section 9.11 and the last sentence of Section 3.1110.11, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from fraud fraud, criminal activity or intentional misrepresentation willful misconduct on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in Article ARTICLE VI and this Article ARTICLE VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under Law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their Affiliates and each of their respective Representatives arising under or based upon any Law, except pursuant to the indemnification provisions set forth in Article ARTICLE VI and this Article ARTICLE VIII. Nothing in this Section 8.08 8.09 shall limit any Person’s 's right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any Person’s fraud party's fraudulent, criminal or intentional misrepresentationmisconduct.
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Exclusive Remedies. Subject to Except for injunctive relief which may be available under Section 5.02 6.01 and Section 9.11 and the last sentence of Section 3.116.02, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from fraud fraud, criminal activity or intentional misrepresentation willful misconduct on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in Article VI and this Article VIIIVII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under Law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their Affiliates and each of their respective Representatives arising under or based upon any Law, except pursuant to the indemnification provisions set forth in Article VI and this Article VIIIVII. Nothing in this Section 8.08 shall limit 7.09 limits any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any Personparty’s fraud fraudulent, criminal or intentional misrepresentationmisconduct.
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Exclusive Remedies. Subject to Section 5.02 and Section 9.11 and the last sentence of Section 3.119.11, the parties Parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from fraud fraud, criminal activity or intentional misrepresentation willful misconduct on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in Article VI and this Article VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under Law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties Parties hereto and their Affiliates and each of their respective Representatives arising under or based upon any Law, except pursuant to the indemnification provisions set forth in Article VI and this Article VIII. Nothing in this Section 8.08 8.09 shall limit any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any Personparty’s criminal or intentional fraud or intentional misrepresentationmisconduct.
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Exclusive Remedies. Subject to Section 5.02 7.6 and Section 9.11 and the last sentence of Section 3.1112.13, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from fraud or intentional misrepresentation willful misconduct on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement agreement, or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in Article VI Section 7.1 and this Article VIII11. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under Lawapplicable Legal Requirements, any and all rights, claims claims, and causes of action for any breach of any representation, warranty, covenant, agreement agreement, or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their Affiliates and each of their respective Representatives arising under or based upon any LawLegal Requirements, except pursuant to the indemnification provisions set forth in Article VI Section 7.1 and this Article VIII11. Nothing in this Section 8.08 11.8 shall limit any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any Personparty’s fraud or intentional misrepresentationmisconduct.
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