Common use of Exclusive Remedy and Certain Limitations Clause in Contracts

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 and exclusive remedies of the Purchaser Group with respect to any member of the Seller Group’s breach of representations, warranties, covenants, and agreements herein or in the other Transaction Document shall be the rights to indemnity under Section 11.3, as limited by the terms of this Article 11. No Party or Person is asserting the accuracy, completeness, or truth of any representation and warranty set forth in this Agreement; rather the Parties have agreed that should any representation or warranty of any Party prove inaccurate, incomplete, or untrue, the other Party shall have the specific rights and remedies herein specified as the exclusive remedy therefor, but that no other rights, remedies, or causes of action (whether in law or in equity or whether in contract or in tort or otherwise) are permitted to any Party hereto as a result of the failure, breach, inaccuracy, incompleteness, or untruth of any such representation and warranty.

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 and exclusive remedy against any member of the Seller Group Group, and Seller’s and Seller Group’s sole and exclusive remedy against any member of the Purchaser Group, in each case, with respect to (i) the negotiation, performance, performance and consummation of the transactions contemplated hereunder, (ii) any breach of the representations, warranties, covenants, covenants and agreements of any member of the Seller Group or Purchaser Group, as applicable, contained herein, or (iii) the affirmations of such representations, warranties, covenants, covenants and agreements contained in the certificates delivered by any member of the Seller Group at Closing pursuant to Section 8.2(g10.2(g) or contained in any other Transaction Document delivered hereunder by or on behalf of any member of the Seller Group Purchaser at Closing pursuant to Section 10.3(f), as applicable, are (A) the rights set forth in Section 11.2 or Section 11.3, as limited by the other terms of this Article 11, (B) the right to specific performance for the breach or failure of the other Party to perform any covenants required to be performed after Closing and (C) for Purchaser, the special warranty of Defensible Title in the Conveyances. Except for the remedies contained in this Article 11, and, for Purchaser, the special warranty of Defensible Title in the Conveyances, upon Closing, Purchaser and Seller each waives, releases, remises, remises and forever discharges, and shall cause each member of the Purchaser Group and Seller Group, as applicable, to waive, release, remise, remise and forever discharge, each member of the Seller Group or Purchaser Group, as applicable, from any and all Damages, suits, legal or administrative proceedings, claims, demands, losses, costs, obligations, liabilities, interest, charges, charges or causes of action whatsoever, in law or in equity, known or unknown, which any member of the Purchaser Group or Seller Group, as applicable, might now or subsequently may have, based on, relating to, to or arising out of the negotiation, performance, performance and consummation of this Agreement or the transactions contemplated hereunder hereunder, or any member of the Seller Group’s or Purchaser Group’s respective ownership, use or operation of the Assets and Subject SecuritiesAssets, or the condition, quality, status, status or nature of the Assets or Subject SecuritiesAssets, 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 INDEMNIFIED 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 and exclusive remedies of the Purchaser Group with respect to any member of the Seller Group’s breach of representations, warranties, covenants, and agreements herein or in the other Transaction Document shall be the rights to indemnity under Section 11.3, as limited by the terms of this Article 11. No Party or Person is asserting the accuracy, completeness, or truth of any representation and warranty set forth in this Agreement; rather the Parties have agreed that should any representation or warranty of any Party prove inaccurate, incomplete, or untrue, the other Party shall have the specific rights and remedies herein specified as the exclusive remedy therefor, but that no other rights, remedies, or causes of action (whether in law or in equity or whether in contract or in tort or otherwise) are permitted to any Party hereto as a result of the failure, breach, inaccuracy, incompleteness, or untruth of any such representation and warranty.

Exclusive Remedy and Certain Limitations. (a) Notwithstanding anything to the contrary contained in this Agreement, from and after Closing, except in respect of claims of Fraud, Purchaser’s and Purchaser Group’s sole and exclusive remedy against any member of the Seller Group with respect to the Assets, the Business, the Subject Securities, Company Group, the negotiation, performance, performance and consummation of the transactions contemplated hereunder, any breach of the representations, warranties, covenants, covenants and agreements of any member of the Seller Group contained herein, and the affirmations of such representations, warranties, covenants, covenants and agreements contained in the certificates delivered by any member of the Seller Group at Closing pursuant to Section 8.2(gCertificate are (i) or contained in any other Transaction Document delivered hereunder by or on behalf of any member of the Seller Group are the rights to indemnity from Sellers set forth in Section 11.3‎Section 13.2, as limited by the terms of this Article 11‎Article 13, and (ii) the right to seek specific performance under ‎Section 14.16 for the breach or failure of a Seller to perform any covenants required to be performed after Closing. Except for the remedies for indemnification or defense from Sellers contained in this Article 11‎Article 13, upon Closing, Purchaser waives, releases, remises, remises and forever discharges, and shall cause each member of the Purchaser Group to waive, release, remise, remise and forever discharge, each member of the Seller Group from any and all Damages, suits, legal or administrative proceedingsActions, claims, demands, losses, costs, obligations, liabilities, interest, charges, 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, to or arising out of the Assets, the Business, the Subject Securities, Company Group, the negotiation, performance, and consummation of this Agreement or the other Transaction Documents or the transactions contemplated hereunder or thereunder, or any member of the Seller Group’s ownership, use or operation of the Assets and Subject SecuritiesAssets, or the condition, quality, status, status or nature of any Assets, or any matter relating to any member of the Assets Seller Group in their capacity as direct or Subject Securitiesindirect shareholders, members, officers, directors or employees, including any actions taken by managers or officers of Company prior to the Closing Date, 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, COMPARATIVE OR CONCURRENT), STRICT LIABILITY OR OTHER LEGAL FAULT OF ANY RELEASED PERSON, INVITEE, INVITEES 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 and exclusive remedies of the Purchaser Group with respect to any member of the Seller Group’s breach of representations, warranties, covenants, and agreements herein or in the other Transaction Document shall be the rights to indemnity under Section 11.3, as limited by the terms of this Article 11. No Party or Person is asserting the accuracy, completeness, or truth of any representation and warranty set forth in this Agreement; rather the Parties have agreed that should any representation or warranty of any Party prove inaccurate, incomplete, or untrue, the other Party shall have the specific rights and remedies herein specified as the exclusive remedy therefor, but that no other rights, remedies, or causes of action (whether in law or in equity or whether in contract or in tort or otherwise) are permitted to any Party hereto as a result of the failure, breach, inaccuracy, incompleteness, or untruth of any such representation and warrantyPARTIES.

Exclusive Remedy and Certain Limitations. (a) Notwithstanding anything to the contrary contained in this Agreement, other than with respect to any claims arising from Fraud of a Party, to which this Section 12.4(a) shall not apply, from and after Closing, Closing each of Purchaser’s and Purchaser Group’s and Seller’s and Seller Group’s sole and exclusive remedy against any member of the Seller Group or the Purchaser Group, as applicable, with respect to the negotiation, performance, performance and consummation of the transactions contemplated hereunder, any breach of the representations, warranties, covenants, covenants and agreements of any member of the Seller Group or the Purchaser Group, as applicable, contained herein, the affirmations of such representations, warranties, covenants, covenants and agreements contained in the certificates delivered by any member of Seller Certificate or the Seller Group at Closing pursuant to Section 8.2(g) Purchaser Certificate, respectively, or contained in any other Transaction Document delivered hereunder by or on behalf of any member of the Seller Group or the Purchaser Group, as applicable, are (i) the rights to indemnification or defense from Seller set forth in Section 11.312.2 or from Purchaser as set forth in Section 12.1, each as limited by the terms of this Article 1112 and (ii) the right to seek specific performance for the breach or failure of Seller or Purchaser to perform any covenants required to be performed after Closing. Except for the remedies for indemnification or defense from Seller or Purchaser, as applicable, contained in this Article 11, 12 or elsewhere in this Agreement upon Closing, any rights or claims of the Company or Seller (or any of their Affiliates) pursuant to any other written agreement with the Seller Group or the Purchaser Group, as applicable, each of Purchaser and Seller waives, releases, remises, remises and forever discharges, and shall cause each member of the Purchaser Group or Seller Group, as applicable, to waive, release, remise, remise and forever discharge, each member of the Seller Group or Purchaser Group, as applicable, from any and all Damages, suits, legal or administrative proceedings, claims, demands, losses, costs, obligations, liabilities, interest, charges, charges or causes of action whatsoever, in law Law or in equity, known or unknown, which any member of the Purchaser Group or Seller Group, as applicable, might now or subsequently may have, based on, relating to, to or arising out of the negotiation, performance, performance and consummation of this Agreement or the other Transaction Documents or the -57- transactions contemplated hereunder or any member of the Seller Group’s ownership, use or operation of the Assets and Subject Securitiesthereunder, or the condition, quality, status, status or nature of the Assets or Subject Securitiesany Assets, 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 GROUP OR THE SELLER GROUP, AS APPLICABLE, EVEN IF CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE (WHETHER GROSS, SOLE, JOINT, ACTIVE, PASSIVE, COMPARATIVE, COMPARATIVE OR CONCURRENT), STRICT LIABILITY OR OTHER LEGAL FAULT OF ANY RELEASED PERSON, INVITEE, INVITEES 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 and exclusive remedies of the Purchaser Group with respect to any member of the Seller Group’s breach of representations, warranties, covenants, and agreements herein or in the other Transaction Document shall be the rights to indemnity under Section 11.3, as limited by the terms of this Article 11PARTIES. No Party or Person is asserting the accuracy, completeness, completeness or truth of any representation and warranty set forth in this Agreement; rather rather, the Parties have agreed that should any representation or warranty of any Party prove inaccurate, incomplete, incomplete or untrue, the other Party shall have the specific rights and remedies herein specified as the exclusive remedy therefor, but that no other rights, remedies, remedies or causes of action (whether in law Law or in equity or whether in contract or in tort or otherwise) are permitted to any Party hereto as a result of the failure, breach, inaccuracy, incompleteness, incompleteness or untruth untruthfulness of any such representation and warranty.

Exclusive Remedy and Certain Limitations. (a) Notwithstanding anything to the contrary contained in this Agreement, from and after Closing, except in respect of claims of Fraud, Purchaser’s and Purchaser Group’s sole and exclusive remedy against any member of the Seller Group with respect to the Assets, the Business, the Subject Securities, Company Group, the negotiation, performance, and consummation of the transactions contemplated hereunder, any breach of the representations, warranties, covenants, covenants and agreements of any member of the Seller Group contained herein, and 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 Certificate are the rights to indemnity from Sellers set forth in Section 11.313.2, as limited by the terms of this Article 1113, and the right to seek specific performance under Section 14.16 for the breach or failure of a Seller to perform any covenants required to be performed after Closing. Except for the remedies for indemnification or defense from Sellers contained in this Article 1113, 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 proceedingsActions, 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, on relating to, to or arising out of the Assets, the Business, the Subject Securities, Company Group, the negotiation, performance, and consummation of this Agreement or the other Transaction Documents or the transactions contemplated hereunder or thereunder, or any member of the Seller Group’s ownership, use or operation of the Assets and Subject SecuritiesAssets, or the condition, quality, status, status or nature of any Assets, or any matter relating to any member of the Assets Seller Group in their capacity as direct or Subject Securitiesindirect shareholders, members, officers, directors or employees, including any actions taken by managers or officers of Company prior to the Closing Date, 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, INVITEES 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 and exclusive remedies of the Purchaser Group with respect to any member of the Seller Group’s breach of representations, warranties, covenants, and agreements herein or in the other Transaction Document shall be the rights to indemnity under Section 11.3, as limited by the terms of this Article 11. No Party or Person is asserting the accuracy, completeness, or truth of any representation and warranty set forth in this Agreement; rather the Parties have agreed that should any representation or warranty of any Party prove inaccurate, incomplete, or untrue, the other Party shall have the specific rights and remedies herein specified as the exclusive remedy therefor, but that no other rights, remedies, or causes of action (whether in law or in equity or whether in contract or in tort or otherwise) are permitted to any Party hereto as a result of the failure, breach, inaccuracy, incompleteness, or untruth of any such representation and warrantyPARTIES.

Exclusive Remedy and Certain Limitations. (a) Notwithstanding anything to the contrary contained in this Agreement, from and after Closing, except in respect of claims of Fraud, Purchaser agrees and shall cause each member of the Purchaser Group to agree that Purchaser’s and Purchaser Group’s sole and exclusive remedy against any member of the Seller Group with respect to the negotiation, performance, and consummation of the transactions contemplated hereunder, hereunder and any breach of the representations, warranties, covenants, covenants and agreements of any member of the Seller Group contained herein, the affirmations of such representations, warranties, covenants, and agreements contained herein or in the certificates delivered by any member of the Seller Group at Closing pursuant to Section 8.2(gCertificate are (i) or contained in any other Transaction Document delivered hereunder by or on behalf of any member of the Seller Group are the rights to indemnification or defense from Seller set forth in Section 11.313.2, as limited by the terms of this Article 1113, (i) the right to specific performance permitted by Section 14.2, (i) Purchaser’s rights under Section 8.22, (i) the rights to the adjustments to the Unadjusted Purchase Price pursuant to Section 2.5 and (i) the remedies under the other Transaction Documents (the “Retained Claims”). Except for the remedies contained in this Article 11, upon ClosingRetained Claims, 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, 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 Securitieshereunder, or the condition, quality, status, status or nature of the Assets or Subject Securitiesany Assets, 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, 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, INVITEES OR THIRD PARTYPARTIES. Without limiting Notwithstanding anything to the generality contrary contained in this Agreement, from and after Closing, except in respect of the immediately preceding sentenceclaims of Fraud, Purchaser agrees, Seller agrees and shall cause each member of the Purchaser Seller Group to agree, agree that from Seller’s and after Closing the Seller Group’s sole and exclusive remedies remedy against any member of the Purchaser Group with respect to the negotiation, performance, and consummation of the transactions contemplated hereunder and any breach of the representations, 115 warranties, covenants and agreements of any member of the Seller Group’s breach of representations, warranties, covenants, and agreements Group contained herein or in the other Transaction Document shall be Seller Certificate are (A) the rights to indemnity under indemnification or defense from Seller set forth in Section 11.313.2, as limited by the terms of this Article 1113, (A) the right to specific performance permitted by Section 14.2 and (A) the rights to the adjustments to the Unadjusted Purchase Price pursuant to Section 2.5. No Party or Person is asserting the accuracyExcept in respect of claims of Fraud, completeness, or truth of any representation and warranty set forth in this Agreement; rather the Parties have agreed that should any representation or warranty of any Party prove inaccurate, incomplete, incomplete or untrue, the other Other Party shall only have the specific rights and remedies herein specified as the exclusive remedy therefor, but that no other rights, remedies, or causes of action (whether in law or in equity or whether in contract or in tort or otherwise) are permitted to any Party hereto as a result of the failure, breach, inaccuracy, incompleteness, or untruth untruthfulness of any such representation and warranty.

Exclusive Remedy and Certain Limitations. (a) Notwithstanding anything to the contrary contained in this AgreementAgreement (but subject to and without limiting the last sentence of this Section 13.4), from and after Closing, except in respect of claims of Fraud, Purchaser’s and Purchaser Group’s sole and exclusive remedy against any member of the Seller Group with respect to the Assets, the Business, the Subject Securities, Subject Company Groups, the negotiation, performance, and consummation of the transactions contemplated hereunder, any breach of the representations, warranties, covenants, covenants and agreements of any member of the Seller Group contained herein, and the affirmations of such representations, warranties, covenants, covenants and agreements contained in the certificates delivered by any member Closing Certificate are (a) the rights to the proceeds of the Seller Group at Closing pursuant to Section 8.2(gR&W 146 Insurance Policy, (b) 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 3.2(i) with respect to disputed Defects and(c) the terms of this Article 11. Except right to seek specific performance for the remedies contained in this Article 11, upon breach or failure of a Seller to perform any covenants required to be performed after Closing. Upon Closing, absent Fraud, each Purchaser Party waives, releases, remises, remises and forever discharges, and shall cause each member of the Purchaser Group to waive, release, remise, remise and forever discharge, each member of the Seller Group from any and all Damages, suits, legal or administrative proceedingsActions, claims, demands, losses, costs, obligations, liabilities, interest, charges, charges or causes of action whatsoever, in law Law or in equity, known or unknown, which any member of the Purchaser Group might now or subsequently may have, based on, relating to, to or arising out of the Assets, the Business, the Subject Securities, Subject Company Groups, the negotiation, performance, performance and consummation of this Agreement or the other Transaction Documents or the transactions contemplated hereunder or thereunder, or any member of the Seller Group’s ownership, use or operation of the Assets and Subject SecuritiesAssets, or the condition, quality, status, status or nature of any Assets, or any actions taken by managers or officers of any Subject Company prior to the Assets or Subject SecuritiesClosing Date, 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, 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, COMPARATIVE OR CONCURRENT), STRICT LIABILITY OR OTHER LEGAL FAULT OF ANY RELEASED PERSON, INVITEE, INVITEES OR THIRD PARTYPARTIES. Without limiting the generality of the immediately preceding sentence, Purchaser agrees, and Nothing in this Section 13.4 shall cause each member of the Purchaser Group be construed to agree, that from and after Closing the sole and exclusive remedies of the Purchaser Group with respect to waive or release any member of the Seller Group’s breach of representations, warranties, covenants, and agreements herein Group from its obligations or in liabilities to the other Transaction Document shall be the rights to indemnity under Section 11.3, as limited by the terms of this Article 11. No Party or Person is asserting the accuracy, completeness, or truth of any representation and warranty extent set forth in this Agreement; rather under the Parties have agreed that should any representation Escrow Agreement or warranty of any Party prove inaccurate, incomplete, or untrue, the other Party shall have the specific rights resignations and remedies herein specified as the exclusive remedy therefor, but that no other rights, remedies, or causes of action (whether in law or in equity or whether in contract or in tort or otherwise) are permitted releases delivered pursuant to any Party hereto as a result of the failure, breach, inaccuracy, incompleteness, or untruth of any such representation and warrantySection 10.2(h).

Exclusive Remedy and Certain Limitations. (a) Notwithstanding anything to the contrary contained in this Agreement, from and after Closing, Purchaser’s Purchaser Parties’ and Purchaser Group’s sole and 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 hereinherein and in any Transaction Document, 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(g9.2(i) or contained in any other Transaction Document delivered hereunder by or on behalf of any member of the Seller Group are (i) the rights to indemnity from Seller or reimbursement from the balance of the Holdback Shares (as applicable) set forth in Section 11.312.3, as limited by the terms of this Article 1112, (ii) the right to seek specific performance for the breach or failure of 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, (iv) the remedies available post-Closing expressly set forth in Article 7, (v) any additional rights and remedies expressly set forth in any Transaction Document other than this Agreement including the special warranty of Defensible Title provided by Seller in the Conveyances, and (vi) any Defect Indemnity Agreements that may be delivered hereunder. Notwithstanding anything to the contrary contained in this Agreement, from and after Closing, Seller and Seller Group’s sole and exclusive remedy against any member of the Purchaser 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 Purchaser Group contained herein and in any Transaction Document, the affirmations of such representations, warranties, covenants, and agreements contained in the certificates delivered by Purchaser at Closing pursuant to Section 9.3(i) or contained in any other Transaction Document delivered hereunder by or on behalf of any member of the Purchaser Group are (A) the rights to indemnity from Purchaser Parties set forth in Section 12.2, as limited by the terms of this Article 12, (B) the right to seek specific performance for the breach or failure of Purchaser Parties to perform any covenants required to be performed after Closing or any other equitable relief available to Seller, (C) rights and remedies available post-Closing expressly set forth in Article 3, (D) remedies available post-Closing expressly set forth in Article 7, (E) any additional rights and remedies expressly set forth in any Transaction Document other than this Agreement, and (F) any rights of Seller or any designees of Common Stock included in the Stock Purchase Price with respect to any rights or remedies under applicable Laws or contract to the extent arising out of such Person’s ownership of such Common Stock. Except for the rights and remedies described above, and except in the case of any claim based on the actual and intentional fraud of a Party in connection with the making of the representations and warranties contained in this Article 11Agreement or in any Transaction Document (it being understood that nothing in this Agreement shall limit any claim based on the intentional fraud of a Party hereto), upon Closing, each Purchaser Party, on the one hand, and Seller, on the other hand, waives, releases, remises, and forever discharges, and shall cause each member of the Purchaser Group and Seller Group, as applicable, to waive, release, remise, and forever discharge, each member of the Seller Group and Purchaser Group, as applicable, 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 Law or in equity, known or unknown, which any member of the Purchaser Group or Seller Group, as applicable, might now or subsequently may have, based on, relating to, to or arising out of the negotiation, performance, and consummation of this Agreement or the other Transaction Documents or the transactions contemplated hereunder or thereunder, or any member of the Seller Group’s or Purchaser Group’s, as applicable, ownership, use use, or operation of the Assets and Subject SecuritiesAssets, or the condition, quality, status, or nature of the Assets or Subject Securitiestheir respective assets, 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, GROSS SOLE, JOINT, ACTIVE, PASSIVE, COMPARATIVE, OR CONCURRENT), STRICT LIABILITY LIABILITY, OR OTHER LEGAL FAULT OF ANY RELEASED PERSON, INVITEE, INVITEES OR THIRD PARTYPARTIES). Without limiting the generality of the immediately preceding sentence, Purchaser agreeseach Party agrees that, and shall cause each member of the Purchaser Group to agree, that from and after Closing the sole and exclusive remedies of the Purchaser Group with respect to any member of the Seller Group’s breach of representations, warranties, covenants, and agreements herein or in the other Transaction Document Documents and of the Seller Group with respect to any member of the Purchaser Group’s breach of representations, warranties, covenants, and agreements herein or in the other Transaction Documents shall be be, (x) in the rights to indemnity under Section 11.3, as limited by case of the terms of this Article 11. No Party or Person is asserting the accuracy, completeness, or truth of any representation and warranty set forth in this Agreement; rather the Parties have agreed that should any representation or warranty of any Party prove inaccurate, incomplete, or untruePurchaser Group, the other Party shall have the specific rights and remedies herein specified as described in clauses (i) through (vii) above of this Section 12.5(a), and the exclusive remedy therefor, but that no other rights, remedies, or causes of action (whether in law or in equity or whether in contract or in tort or otherwise) are permitted to any Party hereto as a result members of the failurePurchaser Group shall otherwise have no further right to indemnity or reimbursement under this Agreement, breachand (y) in the case of the Seller Group, inaccuracy, incompleteness, the rights and remedies described in clauses (A) through (F) above of this Section 12.5(a) and the members of the Seller Group shall otherwise have no further right to indemnity or untruth of any such representation and warrantyreimbursement under this Agreement.

Exclusive Remedy and Certain Limitations. (a) Notwithstanding anything to the contrary contained in this Agreement, from and after Closing, Purchaser’s except in respect of claims of Fraud, the Purchaser Parties’ and Purchaser Group’s sole and exclusive remedy against any member of the Seller Group with respect to the Assets, the Business, the Subject Securities, Subject Company Groups, the negotiation, performance, and consummation of the transactions contemplated hereunder, any breach of the representations, warranties, covenants, covenants and agreements of any member of the Seller Group contained herein, and the affirmations of such representations, warranties, covenants, covenants and agreements contained in the certificates delivered by any member of the Seller Group at Closing pursuant to Section 8.2(gCertificate are (i) 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 3.2(i) with respect to disputed Defects and (ii) the terms of this Article 11. Except right to seek specific performance for the remedies contained in this Article 11, upon breach or failure of a Seller to perform any covenants required to be performed after Closing. Upon Closing, absent Fraud, each Purchaser Party irrevocably waives, releases, remises, remises and forever discharges, and shall cause each member of the Purchaser Group to irrevocably waive, release, remise, remise and forever discharge, each member of the Seller Group from any and all Damages, suits, legal or administrative proceedingsActions, claims, demands, losses, costs, obligations, liabilities, interest, charges, 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, to or arising out of the Assets, the Business, the Subject Securities, Subject Company Groups, the negotiation, performance, performance and consummation of this Agreement or the other Transaction Documents or the transactions contemplated hereunder or thereunder, or any member of the Seller Group’s ownership, use or operation of the Assets and Subject SecuritiesAssets, or the condition, quality, status, status or nature of any Assets, or any actions taken by managers or officers of any Subject Company prior to the Assets or Subject SecuritiesClosing Date, 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, 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, COMPARATIVE OR CONCURRENT), STRICT LIABILITY OR OTHER LEGAL FAULT OF ANY RELEASED PERSON, INVITEE, INVITEES OR THIRD PARTYPARTIES. Without limiting the generality of the immediately preceding sentence, Purchaser agrees, and Nothing in this Section 13.4(a) shall cause each member of the Purchaser Group be construed to agree, that from and after Closing the sole and exclusive remedies of the Purchaser Group with respect to waive or release any member of the Seller Group’s breach of representations, warranties, covenants, and agreements herein Group from its obligations or in liabilities to the other Transaction Document shall be the rights to indemnity under Section 11.3, as limited by the terms of this Article 11. No Party or Person is asserting the accuracy, completeness, or truth of any representation and warranty extent set forth in this Agreement; rather under the Parties have agreed that should any representation Escrow Agreement or warranty of any Party prove inaccurate, incomplete, or untrue, the other Party shall have the specific rights resignations and remedies herein specified as the exclusive remedy therefor, but that no other rights, remedies, or causes of action (whether in law or in equity or whether in contract or in tort or otherwise) are permitted releases delivered pursuant to any Party hereto as a result of the failure, breach, inaccuracy, incompleteness, or untruth of any such representation and warrantySection 10.2(h).

Exclusive Remedy and Certain Limitations. (a) Notwithstanding i)Notwithstanding anything to the contrary contained in this Agreement, from and after Closing, Purchaser’s and Purchaser Groupeach Indemnified Person’s sole and exclusive remedy against any member of the Seller Group Indemnifying Party with respect to the negotiation, performance, performance and consummation of the transactions contemplated hereunder, any breach of the representations, warranties, covenants, covenants and agreements of any member of the Seller Group Indemnifying Party’s group contained herein, the affirmations of such representations, warranties, covenants, covenants and agreements contained in the certificates delivered by any member of the Seller Group Indemnifying Party’s group at Closing pursuant to Section 8.2(g9.2(f) or Section 9.3(g) or contained in any other Transaction Document delivered hereunder by or on behalf of any member of the Seller Group or Purchaser Group, as applicable, are (i) the rights to indemnity from such Party set forth in Section 11.312.2 and Section 12.3, as applicable, as limited by the terms of this Article 11. Except 12 (ii) Purchaser’s rights in Article 3 (to the extent the same expressly survive after the Closing), and (iii) the right to specific performance for the breach or failure of Seller to perform any covenants required to be performed after Closing, and except for the remedies contained in this Article 1112 against each Party and for Purchaser’s rights in Article 3 (to the extent the same expressly survive after the Closing), upon Closing, Purchaser each Party waives, releases, remises, remises and forever discharges, and shall cause each member of the Purchaser Group Indemnified Person’s group to waive, release, remise, remise and forever discharge, each member of the Seller Group Indemnifying Party’s group from any and all Damages, suits, legal or administrative proceedings, claims, demands, losses, costs, obligations, liabilities, interest, charges, charges or causes of action whatsoever, in law or in equity, known or unknown, which any member of the Purchaser Group Indemnified Person’s group might now or subsequently may have, based on, relating to, to or arising out of the negotiation, performance, performance and consummation of this Agreement or the other Transaction Documents or the transactions contemplated hereunder or thereunder, or any member of the Seller GroupIndemnified Person’s group ownership, use or operation of the Assets and Subject SecuritiesAssets, or the condition, quality, status, status or nature of the Assets or Subject SecuritiesAssets, 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, INVITEES OR THIRD PARTYPARTIES. 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 and exclusive remedies of the Purchaser Group with respect to any member of the Seller Group’s breach of representations, warranties, covenants, and agreements herein or in the other Transaction Document shall be the rights to Execution Version – Exhibit 2.1 (ii)Any claim for indemnity under Section 11.3this Article 12 by any current or former Affiliate, as limited stockholder, member, officer, director, employee, agent, lender, advisor, representative, accountant, attorney and consultant of any Party must be brought and administered by the applicable Party to this Agreement. No Indemnified Person other than Seller and Purchaser shall have any rights against Seller or Purchaser under the terms of this Article 1112 except as may be exercised on its behalf by Purchaser or Seller, as applicable, pursuant to this Article 12. No Party Seller and Purchaser may elect to exercise or Person is asserting the accuracy, completeness, or truth not exercise indemnification rights under this Agreement on behalf of any representation and warranty set forth in this Agreement; rather the Parties have agreed that should any representation or warranty of any Party prove inaccurate, incomplete, or untrue, the other Party Indemnified Persons affiliated with it in its sole discretion and shall have the specific rights and remedies herein specified as the exclusive remedy therefor, but that no other rights, remedies, or causes of action (whether in law or in equity or whether in contract or in tort or otherwise) are permitted liability to any Party hereto as a result of the failure, breach, inaccuracy, incompleteness, such other Indemnified Person for any action or untruth of any such representation and warrantyinaction under this Section.