Exclusive Remedy and Certain Limitations. (a) Notwithstanding anything to the contrary contained in this Agreement, from and after Closing, Purchaser’s and Purchaser Group’s sole exclusive remedy against any member of the Seller Group with respect to the negotiation, performance, and consummation of the transactions contemplated hereunder, any breach of the representations, warranties, covenants, and agreements of any member of the Seller Group contained herein, the affirmations of such representations, warranties, covenants, and agreements contained in the certificates delivered by any member of the Seller Group at Closing pursuant to Section 8.2(g) or contained in any other Transaction Document delivered hereunder by or on behalf of any member of the Seller Group are the rights set forth in Section 11.3, as limited by the terms of this Article 11. Except for the remedies contained in this Article 11, upon Closing, Purchaser waives, releases, remises, and forever discharges, and shall cause each member of the Purchaser Group to waive, release, remise, and forever discharge, each member of the Seller Group from any and all Damages, suits, legal or administrative proceedings, claims, demands, losses, costs, obligations, liabilities, interest, charges, or causes of action whatsoever, in law or in equity, known or unknown, which any member of the Purchaser Group might now or subsequently may have, based on, relating to, or arising out of the negotiation, performance, and consummation of this Agreement or the transactions contemplated hereunder or any member of the Seller Group’s ownership, use or operation of the Assets and Subject Securities, or the condition, quality, status, or nature of the Assets or Subject Securities, INCLUDING RIGHTS TO CONTRIBUTION UNDER CERCLA OR ANY OTHER ENVIRONMENTAL LAW, BREACHES OF STATUTORY AND IMPLIED WARRANTIES, NUISANCE OR OTHER TORT ACTIONS, RIGHTS TO PUNITIVE DAMAGES, COMMON LAW RIGHTS OF CONTRIBUTION, ANY RIGHTS UNDER INSURANCE POLICIES ISSUED OR UNDERWRITTEN BY ANY MEMBER OF THE PURCHASER GROUP, AND ANY RIGHTS UNDER AGREEMENTS AMONG ANY MEMBERS OF THE SELLER GROUP, EVEN IF CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE (WHETHER GROSS, SOLE, JOINT, ACTIVE, PASSIVE, COMPARATIVE, OR CONCURRENT), STRICT LIABILITY OR OTHER LEGAL FAULT OF ANY RELEASED PERSON, INVITEE, OR THIRD PARTY. Without limiting the generality of the immediately preceding sentence, Purchaser agrees, and shall cause each member of the Purchaser Group to agree, that from and after Closing the sole an...
Exclusive Remedy and Certain Limitations. (a) Notwithstanding anything to the contrary contained in this Agreement, from and after Closing, except with respect to claims or causes of action arising from Fraud, the Purchaser Group’s sole exclusive remedy against any member of the Seller Group with respect to any breach of the representations, warranties, covenants and agreements contained herein, and the affirmations of such representations, warranties, covenants and agreements of each Seller contained in the certificates delivered by any member of the Seller Group at Closing pursuant to Section 10.2(e) are (i) the rights set forth in Section 13.2, as limited by the terms of this Article 13; (ii) the right to seek specific performance for the breach or failure of each Seller to perform any covenants required to be performed after Closing; (iii) the rights and remedies expressly available post-Closing as set forth in Article 3; and (iv) the remedies available post-Closing expressly set forth in Article 7. Notwithstanding anything to the contrary contained in this Agreement, from and after Closing, except with respect to claims or causes of action arising from Fraud, the Seller Group’s sole exclusive remedy against any member of the Purchaser Group with respect to any breach of the representations, warranties, covenants and agreements contained herein, and the affirmations of such representations, warranties, covenants and agreements of Purchasers contained in the certificates delivered by a Purchaser at Closing pursuant to Section 10.2(e) are (i) the rights set forth in Section 13.1, as limited by the terms of this Article 13; (ii) the right to seek specific performance for the breach or failure of Purchaser to perform any covenants required to be performed after Closing; (iii) the rights and remedies expressly available post-Closing as set forth in Article 3; (iv) the remedies available post-Closing expressly set forth in Article 7 and (v) any rights of a Seller with respect to any rights or remedies under applicable Laws to the extent arising out of such Person’s ownership of Opco Common Units, Class B Units and/or Common Units (as applicable). Except for the rights and remedies described above and with respect to claims or causes of action arising from Fraud (it being understood that nothing in this Agreement shall limit any claim based on the Fraud of a Party hereto), upon Closing, each Purchaser, on the one hand, and each Seller, on the other hand, waives, releases, remises and forever discharg...
Exclusive Remedy and Certain Limitations. (a) Notwithstanding anything to the contrary contained in this Agreement and the other Transaction Documents, from and after Closing, each Party’s sole exclusive remedy against the other Party with respect to any breach of the representations, warranties, covenants and agreements of the other Party contained herein are the rights set forth in this Article 10 and the rights to enforce specific performance of the terms of this Agreement and the other Transaction Documents, as limited by the terms of this Article 10 and the terms of each applicable Transaction Document.
