Exclusive Remedy and Release. Purchaser and Seller acknowledge and agree that, except with respect to claims under the Transition Services Agreement and the Exit Tax Consolidation Agreement (which shall be governed exclusively by the Transition Services Agreement and the Exit Tax Consolidation Agreement, respectively), claims seeking specific performance or other equitable relief with respect to covenants or agreements to be performed after the Closing, and Fraud, following the Closing, the indemnification provisions of Section 10.2, Section 10.3 and Section 10.4 shall be the sole and exclusive remedies of Purchaser and Seller, respectively, and any of their respective Affiliates, for any Liabilities (including in respect of any claims for breach of contract (including for breach of any representation, warranty, covenant or agreement), warranty, tortious conduct (including negligence), under Law or otherwise and whether predicated on common law, statute, strict liability, or otherwise) that each Party may at any time suffer or incur, or become subject to, as a result of or in connection with this Agreement, the Transaction or the other transactions contemplated by this Agreement, including any breach of any representation or warranty in this Agreement by any Party, or any breach of or failure by any Party to perform or comply with any covenant or agreement in this Agreement and the other Transaction Documents. In furtherance of the foregoing, except with respect to claims under the Transition Services Agreement and the Exit Tax Consolidation Agreement (which shall be governed exclusively by the Transition Services Agreement and the Exit Tax Consolidation Agreement, respectively), claims seeking specific performance or other equitable relief with respect to covenants or agreements to be performed after the Closing, and Fraud, from and after the Closing, the Parties hereby waive, on behalf of themselves and their Affiliates, to the fullest extent permitted by applicable Law, any and all other rights, claims and causes of action (including rights of contribution, if any) known or unknown, foreseen or unforeseen, which exist or may arise in the future, that they may have against Seller or any of its Affiliates, or Purchaser or any of its Affiliates, as the case may be, as a result of or in connection with this Agreement, the Transaction or the other transactions contemplated by this Agreement, whether arising under or based upon breach of contract (including for breach of any representatio...
Exclusive Remedy and Release. Except as otherwise provided herein, the indemnification and remedies set forth in this ARTICLE IX shall, from and after the Closing, constitute the sole and exclusive remedies of the Parties with respect to any breach of representation or warranty contained in this Agreement; provided that nothing in this Section 9.9 shall prevent either Party from seeking injunctive or equitable relief in pursuit of its indemnification claims under this ARTICLE IX.
Exclusive Remedy and Release. Buyer and Sellers acknowledge and agree that, following the Closing, except in the case of willful misconduct and fraud, the indemnification provisions of Article VI, Section 9.2, Section 9.3 and the specific performance provisions of Section 10.6 shall be the sole and exclusive remedies of Sellers and Buyer, respectively, for any Covered Losses (including any Covered Losses from claims for breach of contract, warranty, tortious conduct (including negligence) or otherwise and whether predicated on common law, statute, strict liability, or otherwise) that any Party may at any time suffer or incur, or become subject to, as a result of or in connection with this Agreement, the Transaction or the other transactions contemplated by this Agreement, including any breach of any representation or warranty in this Agreement by any Party, or any failure by any Party to perform or comply with any covenant or agreement that, by its terms, was to have been performed, or complied with, under this Agreement and the other Transaction Documents.
Exclusive Remedy and Release. Except as set forth in Section 8.17, the indemnification and remedies set forth in this Article VII shall, from and after the Closing, constitute the sole and exclusive remedies of the Parties with respect to any breach of representation or warranty or non-performance, partial or total, of any covenant or agreement contained in this Agreement. EXCEPT WITH RESPECT TO CLAIMS IDENTIFIED IN THE PREVIOUS SENTENCE, EFFECTIVE UPON THE CLOSING, BUYER HEREBY WAIVES, RELEASES, ACQUITS AND FOREVER DISCHARGES SELLER AND ITS AFFILIATES, AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, MEMBERS, PARTNERS, STOCKHOLDERS, EMPLOYEES OR AGENTS, OR ANY OTHER PERSON ACTING ON BEHALF OF SELLER, OF AND FROM ANY AND ALL CLAIMS, ACTIONS, CAUSES OF ACTION, DEMANDS, RIGHTS, DAMAGES, COSTS, EXPENSES, LOSSES OR COMPENSATION WHATSOEVER, WHETHER DIRECT OR INDIRECT, KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, WHICH BUYER NOW HAS OR MAY HAVE OR WHICH MAY ARISE AFTER THE CLOSING DATE DIRECTLY OR INDIRECTLY, INCLUDING WITHOUT LIMITATION ANY OF THE FOREGOING THAT IS FROM OR RELATING TO THE POSSESSION, USE, HANDLING, MANAGEMENT, DISPOSAL, INVESTIGATION, REMEDIATION, CLEANUP OR RELEASE OF ANY WASTES OR OTHER SUBSTANCES GOVERNED BY ENVIRONMENTAL LAWS OR ANY ENVIRONMENTAL LAW APPLICABLE THERETO; PROVIDED, HOWEVER, THAT THE FOREGOING DOES NOT APPLY WITH RESPECT TO ANY ACTIONS TAKEN BY SELLER OR ITS AFFILIATES AFTER THE CLOSING DATE NOT OTHERWISE PROVIDED FOR UNDER ANY OF THE TRANSACTION DOCUMENTS.
Exclusive Remedy and Release. Except with respect to (i) the Ancillary Agreements (other than the Foreign Acquisition Agreements), (ii) the matters covered by Sections 2.05 through 2.07 and (iii) any matter relating to Taxes (which shall be governed exclusively by Article 7), Purchaser and the Sellers acknowledge and agree that, following the Closing, the indemnification provisions of Sections 10.02 and 10.03 shall be the sole and exclusive remedies of the Sellers and Purchaser, respectively, for any Losses (including any Losses from claims for breach of contract, warranty, tortious conduct (including negligence) or otherwise and whether predicated on common law, statute, strict liability or otherwise) (but excluding claims for fraud) that each party may at any time suffer or incur, or become subject to, as a result of, or in connection with the Sale or the other transactions contemplated hereby, including any breach of any representation or warranty in this Agreement by any party, or any failure by any party to perform or comply with any covenant or agreement that, by its terms, was to have been performed, or complied with, under this Agreement and the Foreign Acquisition Agreements. Without limiting the generality of the foregoing, the parties hereto hereby irrevocably waive any right of rescission they may otherwise have or to which they may become entitled. For the avoidance of doubt, nothing in this Section 10.05 shall limit any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled to pursuant to Section 11.11 or to seek any remedy on account of fraud by any Person.
Exclusive Remedy and Release. The indemnification and remedies set forth in Section 6.3, this Article 9, and Exhibit B shall constitute the sole and exclusive post-Closing remedies of the Parties with respect to any breach of representation or warranty or non-performance of any covenant or agreement contained in this Agreement. Except as provided in this Agreement, if the Closing occurs, each Party hereby waives, releases, acquits, and forever discharges the other Party, its partners, their Affiliates, and its and their officers, directors, members, managers, partners, employees, or agents, or any other Person acting on behalf of such other Party, of and from any and all claims, actions, causes of action, demands, rights, damages, costs, expenses, Losses, or compensation whatsoever, whether direct or indirect, known or unknown, foreseen or unforeseen, which Buyer or the Company or Seller, as applicable, may have or which may arise in the future directly or indirectly arising out of the transactions contemplated hereby, including any of the foregoing that is from or relating to the possession, use, handling, management, disposal, investigation, remediation, cleanup, or release of any Constituents of Concern or any Environmental Law applicable thereto.
Exclusive Remedy and Release. Other than with regard to instances of fraud committed by a Party, the Parties hereby acknowledge and agree that the indemnification provisions and remedies set forth in Section 5.2(c) and in this Article VIII shall, from and after the Closing, constitute the sole and exclusive remedies of the Parties with respect to this Agreement and the transactions contemplated hereby and the Parties acknowledge and agree that the remedies available in Section 5.2(c) and in this Article VIII supersede any other remedies available at Law or in equity; provided that, notwithstanding anything to the contrary in this Section 8.7, the Parties agree that damages would be an inadequate remedy for claims of breach or failure to perform the covenants and/or obligations required to be performed under each of Section 5.7, Section 5.16 and Section 5.17(c) of this Agreement, and that either Party can seek specific performance, injunctive and/or similar equitable relief for such claims; provided further, that, notwithstanding anything in this Section 8.7, the Parties agree that either Party can file a suit in a court of competent jurisdiction to enforce the other Party’s obligations to provide the indemnities set forth in this Article VIII. Except for (a) the remedies contained in Section 5.2(c), Section 8.2 and Section 8.3, and (b) the remedies available at Law or in equity in connection with any Transaction Document delivered by a Party in connection with the consummation of the transactions contemplated hereby (other than the certificates delivered by the Parties pursuant to Sections 6.1(d) and 6.2(d)), from and after Closing, Seller and Buyer each (on behalf of itself and its Affiliates) releases, remises and forever discharges the other and its Affiliates and all such Persons’ members, managers, partners and Representatives from any and all Damages in Law or in equity, known or unknown, which such Persons might now or subsequently may have, based on, relating to or arising out of this Agreement, the consummation of the transactions contemplated hereby, the ownership, use or operation of the Assets prior to the Closing, or the condition, quality, status or nature of the Assets prior to the Closing, including rights to contribution under the Comprehensive Environmental Response, Compensation, and Liability Act, breaches of statutory or implied warranties, nuisance or other tort actions, and common Law rights of contribution.
Exclusive Remedy and Release. The indemnification and remedies set forth in Section 7.3, Article XIV, this Article XIII, Exhibit B and any Title Indemnity Agreement (as defined in Exhibit B) shall constitute the sole and exclusive post-Closing remedies of the Parties with respect to any breach of representation or warranty or non-performance of any covenant or agreement contained in this Agreement. Except as provided in this Agreement or any Title Indemnity Agreement (as defined in Exhibit B), if the Closing occurs, each of Buyer and Seller hereby waives, releases, acquits, and forever discharges the other, and all of the Buyer Indemnified Parties or Seller Indemnified Parties, as applicable, or any other Person acting on behalf of the other, of and from any and all Losses whatsoever, whether direct or indirect, known or unknown, foreseen or unforeseen, which such party, as applicable, may have or which may arise in the future directly or indirectly arising out of the transactions contemplated hereby, including any of the foregoing that is from or relating to the possession, use, handling, management, disposal, investigation, remediation, cleanup, or release of any Hazardous Substances or any Environmental Law applicable thereto.
Exclusive Remedy and Release. Except as set forth in Section 8.17, the indemnification and remedies set forth in this Article VII shall, from and after the Closing, constitute the sole and exclusive remedies of the Parties with respect to any breach of representation or warranty or non-performance, partial or total, of any covenant or agreement contained in this Agreement. EXCEPT WITH RESPECT TO CLAIMS IDENTIFIED IN THE PREVIOUS SENTENCE, EFFECTIVE UPON THE CLOSING, BUYER HEREBY WAIVES, RELEASES, ACQUITS AND FOREVER DISCHARGES SELLER AND ITS AFFILIATES, AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, MEMBERS, PARTNERS, STOCKHOLDERS, EMPLOYEES OR
Exclusive Remedy and Release. Except for specific performance or injunctive relief, for any claims for fraud or criminal activity, or pursuant to Section 2.9 and Section 2.10, Purchaser and Seller acknowledge and agree that, following the Closing, the indemnification provisions of Section 9.2 and Section 9.3 shall be the sole and exclusive remedies of Seller and Purchaser, respectively, for any Covered Losses (including any Covered Losses from claims for breach of contract, warranty, tortious conduct (including negligence) or otherwise and whether predicated on common law, statute, strict liability, or otherwise) that each party may at any time suffer or incur, or become subject to, as a result of or in connection with this Agreement, the Transaction or the other transaction contemplated by this Agreement, including any breach of any representation or warranty in this Agreement by any party, or any failure by any party to perform or comply with any covenant or agreement that, by its terms, was to have been performed, or complied with, under this Agreement and the other Transaction Documents. Without limiting the generality of the foregoing, the parties hereto hereby irrevocably waive any right of rescission they may otherwise have or to which they may become entitled.
