Common use of Exclusive Remedy and Release Clause in Contracts

Exclusive Remedy and Release. Purchaser and Seller acknowledge and agree that, except with respect to claims under the Supply Agreement or the Transition Services Agreement (which shall be governed exclusively by such applicable agreement) and claims seeking specific performance or other equitable relief with respect to covenants or agreements to be performed after the Closing, and claims for actual fraud, following the Closing, the indemnification provisions of Sections 9.2 and 9.3 shall be the sole and exclusive remedies of Seller and Purchaser, 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 or the Transactions, 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, from and after the Closing, except as expressly provided in this Article IX, 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 EXHIBIT 2.1 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 or the Transactions whether arising under or based upon 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. Without limiting the generality of the foregoing, the Parties hereby irrevocably waive any right of rescission they may otherwise have or to which they may become entitled.

Exclusive Remedy and Release. Purchaser and Seller acknowledge and agree that, from and after Closing, except (i) as provided in Section 10.6, (ii) with respect to claims under the Supply Agreement or the Transition Services Agreement for fraud, (iii) any claims for Taxes (other than Section 3.15 Taxes), which shall be governed exclusively by such applicable agreementArticle VI, or (iv) as expressly set forth in the Transition Services Agreement, the Alignment Fee Agreement, the Master Services Agreement and claims seeking specific performance any Sublease Agreement or other equitable relief the B2B Arrangement executed in connection with respect to covenants or agreements to be performed after the Closing, and claims for actual fraudor any Affiliated Account Service Agreement, or any Purchased Customer Contract pursuant to which Purchaser or its Affiliates provide services to one or more of the Seller Entities, following the Closing, the indemnification provisions of Sections Section 9.2 and Section 9.3 shall be the sole and exclusive remedies of Seller and Purchaser, respectively, and any of their respective Affiliates, for any Liabilities Covered Losses (including in respect of any Covered Losses from claims for breach of contract (including for breach of any representation, warranty, covenant or agreement)contract, warranty, tortious conduct (including negligence), under Law ) or otherwise and whether predicated on common law, statute, strict liability, or otherwise) that each Party party hereto may at any time suffer or incur, or become subject to, as a result of or in connection with this Agreement or and the Transactionsother Transaction Documents (other than the Transition Services Agreement, the Alignment Fee Agreement, the B2B Arrangement, the Master Services Agreement and any Sublease Agreement), including any breach of any representation or warranty in this Agreement by any Partyparty hereto, or any breach of or failure by any Party party hereto to perform or comply with any covenant or agreement in that, by its terms, was to have been performed, or complied with, under this Agreement and the such other Transaction Documents. In furtherance of Documents (other than the foregoing, from and after the Closing, except as expressly provided in this Article IXTransition Services Agreement, 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 EXHIBIT 2.1 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 or the Transactions whether arising under or based upon 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. Without limiting the generality of the foregoingAlignment Fee Agreement, the Parties hereby irrevocably waive B2B Arrangement, the Master Services Agreement and any right of rescission they may otherwise have or to which they may become entitledSublease Agreement).

Exclusive Remedy and Release. (a) The Purchaser Parties and Seller acknowledge and agree that, except (i) with respect to claims under the Supply Agreement any breach of any covenant or the Transition Services Agreement (which shall be governed exclusively by such applicable agreement) and claims seeking specific performance or other equitable relief with respect to covenants or agreements agreement required to be performed after or fulfilled following the Closing, and claims for actual fraud, following (ii) as expressly set forth in any other Transaction Document or (iii) in the Closingcase of fraud by a Party, the indemnification provisions of Sections 9.2 Section 10.2 and 9.3 Section 10.3 shall be the sole and exclusive remedies of Seller the Purchaser Parties and PurchaserSeller, 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 Agreement, the Transaction or the Transactions, including any breach of any representation or warranty in other transactions contemplated by 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 DocumentsAgreement. In furtherance of the foregoing, from and after the Closing, except as expressly provided in this Article IX, 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 EXHIBIT 2.1 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 the Purchaser Parties or any of its their Affiliates, as the case may be, as a result of or in connection with this Agreement Agreement, the Transaction or the Transactions other transactions contemplated by this Agreement, whether arising under or based upon 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. Without limiting ; provided, however, that nothing contained in this Section 10.5(a) shall release, waive, discharge, relinquish or otherwise affect the generality rights or obligations of any Party under this Agreement (including pursuant to this Article X) following the foregoing, Closing with respect to those provisions of this Agreement that survive the Closing or under any Contract entered into between the Parties hereby irrevocably waive at or following the Closing (including any right of rescission they may otherwise have or to which they may become entitledother Transaction Document).

Exclusive Remedy and Release. Purchaser and Seller acknowledge and agree that, except with respect to claims under the Supply Agreement or the Transition Services Agreement any matter relating to Taxes (which shall be governed exclusively by such applicable agreementArticle VI) and claims seeking specific performance or other equitable relief with respect to covenants or agreements to be performed after the Closingas set forth in Section 5.24, and claims for actual fraudexcept as expressly set forth in the other Transaction Documents, following the Closing, (x) the indemnification provisions set forth in the Seller Reimbursement Provisions, the Purchaser Reimbursement Provisions, Section 9.3 and specific performance of Sections 9.2 and 9.3 this Agreement pursuant to Section 10.6 shall be the sole and exclusive remedies of Seller and Purchaser, respectively(y) the indemnification provisions set forth in Section 9.2 and specific performance of this Agreement pursuant to Section 10.6 shall be the sole and exclusive remedies of Purchaser with respect to matters specifically set forth therein, and the R&W Insurance Policy shall be the sole and exclusive remedies of Purchaser with respect to all other matters (including the breach of any representation or warranty of their respective AffiliatesSeller contained herein, other than Seller’s Fundamental Representations (subject to Section 9.2(b)(iii) above)), in each case of the foregoing clauses (x) and (y), for any Covered Losses and any other losses and Liabilities (including in respect of any Covered Losses from claims for breach of contract (including for breach of any representation, warranty, covenant or agreement)contract, warranty, tortious conduct (including negligence), under Law ) or otherwise and whether predicated on common law, statute, strict liability, liability or otherwise) that each Party such party hereto may at any time suffer or incur, or become subject to, as a result of or in connection with this Agreement Agreement, the Transaction or the Transactionsother transactions contemplated by this Agreement, including any breach of any representation or warranty in this Agreement by any Partyparty hereto, or any breach of or failure by any Party party hereto to perform or comply with any covenant or agreement in that, by its terms, was to have been performed, or complied with, under this Agreement and Agreement. Without limiting the other Transaction Documents. In furtherance generality of the foregoingforegoing and in furtherance thereof, from and after the Closing, except as expressly provided in this Article IX, the Parties parties hereto hereby waive, (and Purchaser on its behalf and on behalf of themselves the Purchased Companies) irrevocably waive, release and their Affiliatesforever discharge (a) any right of rescission of this Agreement, to and (b) other than as provided in the fullest extent permitted by applicable Lawforegoing, any and all other rightsclaims for breach of contract, claims and EXHIBIT 2.1 causes of action warranty, tortious conduct (including rights of contribution, if anynegligence) 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, otherwise as a result of or in connection with this Agreement Agreement, the Transaction or the Transactions whether arising under or based upon breach other transactions contemplated by this Agreement. Nothing in this Section 9.5 shall limit any Person’s right to seek any remedy on account of contract (including for breach of Fraud by 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. Without limiting the generality of the foregoing, the Parties hereby irrevocably waive any right of rescission they may otherwise have or to which they may become entitledparty.

Exclusive Remedy and Release. Purchaser and Seller acknowledge and agree that, except with respect to claims under the Supply Agreement or the Transition Services Agreement (which shall be governed exclusively by such applicable agreement) and claims seeking specific performance or as set forth in any other equitable relief with respect to covenants or agreements to be performed after the Closing, and claims for actual fraudTransaction Document, following the Closing, (x) the indemnification provisions of Sections Section 5.10(a), Section 5.12(c) and Section 9.2 and 9.3 shall be the sole and exclusive remedies of Seller and Purchaser(y) and the indemnification provisions of Section 9.2 shall be the sole and exclusive remedies of Purchaser with respect to matters specifically set forth therein, respectively, in each case of the foregoing clause (x) and any of their respective Affiliates(y), for any Covered Losses and any other losses and Liabilities (including in respect of any Covered Losses and any other losses and Liabilities from claims for breach of contract (including for breach of any representation, warranty, covenant or agreement)contract, warranty, tortious conduct (including negligence), under Law ) or otherwise and whether predicated on common law, statute, strict liability, or otherwise) that each Party such party hereto may at any time suffer or incur, or become subject to, as a result of or in connection with this Agreement Agreement, the Transaction or the Transactionsother transaction contemplated by this Agreement, including any breach of any representation or warranty in this Agreement by any Partyparty hereto, or any breach of or failure by any Party party hereto to perform or comply with any covenant or agreement in that, by its terms, was to have been performed, or complied with, under this Agreement and or the other Transaction Documents. In furtherance of the foregoing, from and after the Closing, except as expressly ; provided that nothing set forth in this Article IX, the Parties hereby waive, on behalf Section 9.5 shall apply to (A) Fraud or (B) any remedies of themselves and their Affiliates, to the fullest extent permitted by applicable Law, any and all other rights, claims and EXHIBIT 2.1 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 Affiliates for any of its Affiliates, as the case may be, as a result of or in connection with this Agreement or the Transactions whether arising under or based upon breach of contract losses and Liabilities (including any losses and Liabilities from claims for breach of any representation, warranty, covenant or agreement)contract, warranty, tortious conduct (including negligence), under Law ) or otherwise and whether predicated on common law, statute, strict liability, or otherwise) that Seller or any of its Affiliates may at any time suffer or incur, or become subject to, as a result of or in connection with the Promissory Note or the transaction contemplated thereby, including any breach of any representation or warranty in the Promissory Note by Purchaser or any of its Affiliates, or any failure by Purchaser or any of its Affiliates to perform or comply with any covenant or agreement that, by its terms, was to have been performed, or complied with, under the Promissory Note. Without limiting the generality of the foregoingforegoing and in furtherance thereof, the Parties parties hereto hereby irrevocably waive (i) any right of rescission of this Agreement, and (ii) other than as provided in the foregoing, any claims for breach of contract, warranty, tortious conduct (including negligence) or otherwise as a result of or in connection with this Agreement, the Transaction or the other transactions contemplated by this Agreement, following the Closing, whether predicated on common law, statute, strict liability, or otherwise, that in either case (i) or (ii) they may otherwise have or to which they may become entitled; provided that nothing set forth in this sentence shall apply to Fraud or to any rights or claims relating to the Promissory Note.

Exclusive Remedy and Release. Purchaser and Seller acknowledge and agree that, except with respect to claims under the Supply Agreement or the Transition Services Agreement (which shall be governed exclusively by such applicable agreementthe Transition Services Agreement) and the Seller Parent Conditional Guaranty (which shall be governed exclusively by the Seller Parent Conditional Guaranty), claims seeking specific performance or other equitable relief with respect to covenants or agreements to be performed after the Closing, and claims for actual fraud, following the Closing, the indemnification provisions of Sections 9.2 Section 10.2 and 9.3 Section 10.3 shall be the sole and exclusive remedies of Seller Purchaser and PurchaserSeller, 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 Agreement, the Transaction or the Transactionsother 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, from and after the Closing, except as expressly provided in this Article IX, 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 EXHIBIT 2.1 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 Agreement, the Transaction or the Transactions other transactions contemplated by this Agreement, whether arising under or based upon 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. Without limiting the generality of the foregoing, the Parties hereby irrevocably waive any right of rescission they may otherwise have or to which they may become entitled.

Exclusive Remedy and Release. Except in the case of Fraud, Purchaser and Seller acknowledge and agree that, except with respect to claims under the Supply Agreement or (a) the Transition Services Agreement, (b) the Amended and Restated LLC Agreement, (c) the Registration Rights Agreement and (which shall be governed exclusively by such applicable agreementd) the Commercial Agreements, and claims seeking specific performance or other equitable relief with respect to covenants or agreements to be performed after the Closing, and claims for actual fraud, following the Closing, the indemnification provisions of Sections 9.2 Section 10.2, Section 10.3 and 9.3 Section 10.4 shall be the sole and exclusive remedies of Seller Purchaser and PurchaserSeller, 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 Agreement, the Transaction or the Transactionsother 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 (a) Transition Services Agreement, (b) the Amended and Restated LLC Agreement, (c) the Registration Rights Agreement and (d) the Commercial Agreements, from and after the Closing, except as expressly provided in this Article IX, 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 EXHIBIT 2.1 causes of action (including rights of contribution, if any) (excluding, for the avoidance of doubt, claims pursuant to the indemnification provisions of Section 10.2, Section 10.3 and Section 10.4) 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 Agreement, the Transaction or the Transactions other transactions contemplated by this Agreement, whether arising under or based upon 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. Without limiting the generality of the foregoing, the Parties hereby irrevocably waive any right of rescission they may otherwise have or to which they may become entitled.

Exclusive Remedy and Release. Purchaser and Seller acknowledge and agree that, except with respect to claims under the Supply Agreement or the Transition Services Agreement and the Exit Tax Consolidation Agreement (which shall be governed exclusively by such applicable agreement) 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 claims for actual fraudFraud, following the Closing, the indemnification provisions of Sections 9.2 Section 10.2, Section 10.3 and 9.3 Section 10.4 shall be the sole and exclusive remedies of Seller Purchaser and PurchaserSeller, 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 Agreement, the Transaction or the Transactionsother 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, except as expressly provided in this Article IX, 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 EXHIBIT 2.1 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 Agreement, the Transaction or the Transactions other transactions contemplated by this Agreement, whether arising under or based upon 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. Without limiting the generality of the foregoing, the Parties hereby irrevocably waive any right of rescission they may otherwise have or to which they may become entitled.

Exclusive Remedy and Release. Purchaser Fermat and Seller Descartes acknowledge and agree that, except with respect to claims under the Supply Agreement or the Transition Services Agreement (which shall be governed exclusively by such applicable agreement) and claims seeking specific performance or other equitable relief with respect to covenants or agreements to be performed after the Closing, and claims for actual fraudFraud, following the Closing, (a) the indemnification payment by Descartes of the Late Statements Fee and the provisions of Sections 9.2 and 9.3 Section 10.6 shall be the sole and exclusive remedies of Seller and Purchaser, respectively, and any of their respective Affiliates, the Fermat Indemnified Parties for any Liabilities Losses (including in respect of any Losses from claims for breach of contract (including for breach of any representation, warranty, covenant or agreement)contract, warranty, tortious conduct (including negligence)) or otherwise and whether predicated on common law, under Law statute, strict liability, or otherwise) that the Fermat Indemnified Parties may at any time suffer or incur, or become subject to, as a result of or in connection with the failure of Descartes to timely deliver the Ag Business Audited Financial Statements or the Ag Business Unaudited Interim Financial Statements and (b) the indemnification provisions of Article VI, and Article IX and Section 10.6 shall be the sole and exclusive remedies of the Descartes Indemnified Parties and the Fermat Indemnified Parties, 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) that each Party party may at any time suffer or incur, or become subject to, as a result of or in connection with this Agreement Agreement, the Acquisitions or the Transactionsother transaction contemplated by this Agreement, including any breach of any representation or warranty in this Agreement by any Partyparty, or any breach of or failure by any Party party to perform or comply with any covenant or agreement in that, by its terms, was to have been performed, or complied with, under this Agreement and the other Transaction Documents. In furtherance of the foregoing, from and after the Closing, except as expressly provided in this Article IX, 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 EXHIBIT 2.1 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 or the Transactions whether arising under or based upon 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. Without limiting the generality of the foregoing, the Parties hereby irrevocably waive any right of rescission they may otherwise have or to which they may become entitled.other

Exclusive Remedy and Release. Purchaser From and Seller acknowledge and agree that, except with respect to claims under the Supply Agreement or the Transition Services Agreement (which shall be governed exclusively by such applicable agreement) and claims seeking specific performance or other equitable relief with respect to covenants or agreements to be performed after the Closing, and claims for actual fraud, following the Closing, the indemnification provisions of Sections 9.2 and 9.3 remedies set forth in this 0, 0 and in 0 and Section 6.10 shall be constitute the sole and exclusive remedies of Seller and Purchaser, respectively, and any of their respective Affiliates, for any Liabilities (including in the Parties with 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 or the Transactions, including to any breach of any representation or warranty in this Agreement by any Partyor non-performance, partial or any breach total, of or failure by any Party to perform or comply with any covenant or agreement contained in this Agreement and the other Transaction Documents. In furtherance of the foregoing, from and after the Closing, except as expressly Agreement; provided that nothing in this Article IX0 shall prevent or otherwise limit either Party from (a) seeking injunctive or equitable relief, including specific performance pursuant to 0, for claims of breach or failure to perform covenants under this Agreement or (b) pursuing, and recovering in respect of, any claim based fraud. Except with respect to claims described in the Parties foregoing sentence, and subject to the provisions of 0, Buyer hereby waivewaives, releases, acquits and forever discharges Seller, its Representatives, and any other person acting on behalf of themselves Seller, of and their Affiliatesfrom, to the fullest extent permitted by applicable Lawand Seller hereby waives, releases, acquits and forever discharges Buyer, its Representatives, and any other person acting on behalf of Buyer of and from, any and all other claims, actions, causes of action, demands, rights, claims and EXHIBIT 2.1 causes of action (including rights of contributiondamages, if any) costs, expenses, Losses or compensation whatsoever, whether direct or indirect, known or unknown, foreseen or unforeseen, which exist Buyer or Seller, as applicable, now has or may have or which may arise in the futurefuture directly or indirectly, 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 and which arise under this Agreement or in connection with this Agreement the transactions contemplated hereunder or which relate to the Transactions whether arising under Company or based upon breach its assets or operations, including any of contract (including for breach of any representationthe foregoing that is from or relating to the possession, warrantyuse, covenant handling, management, disposal, investigation, remediation, cleanup or agreement), warranty, tortious conduct (including negligence), under Law or otherwise and whether predicated on common law, statute, strict liabilityRelease of, or otherwise. Without limiting the generality exposure to, any Constituents of the foregoing, the Parties hereby irrevocably waive Concern or any right of rescission they may otherwise have or to which they may become entitledEnvironmental Law applicable thereto.

Exclusive Remedy and Release. Purchaser and Seller acknowledge and agree that, except with respect to claims under the Supply Agreement or the Transition Services Agreement (which shall be governed exclusively by such applicable agreementthe Transition Services Agreement) and claims seeking specific performance or other equitable relief with respect to covenants or agreements to be performed after the Closing, and claims for actual fraud, following the Closing, the indemnification provisions of Sections 9.2 Section 10.2 and 9.3 Section 10.3 shall be the sole and exclusive remedies of Seller Purchaser and PurchaserSeller, 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 Agreement, the Transaction or the Transactionsother 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, from and after the Closing, except as expressly provided in this Article IX, 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 EXHIBIT 2.1 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 Agreement, the Transaction or the Transactions other transactions contemplated by this Agreement, whether arising under or based upon 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. Without limiting the generality of the foregoing, the Parties hereby irrevocably waive any right of rescission they may otherwise have or to which they may become entitled.

Exclusive Remedy and Release. Purchaser Fermat and Seller Descartes acknowledge and agree that, except with respect to claims under the Supply Agreement or the Transition Services Agreement (which shall be governed exclusively by such applicable agreement) and claims seeking specific performance or other equitable relief with respect to covenants or agreements to be performed after the Closing, and claims for actual fraudFraud, following the Closing, (a) the indemnification payment by Descartes of the Late Statements Fee and the provisions of Sections 9.2 and 9.3 Section 10.6 shall be the sole and exclusive remedies of Seller and Purchaser, respectively, and any of their respective Affiliates, the Fermat Indemnified Parties for any Liabilities Losses (including in respect of any Losses from claims for breach of contract (including for breach of any representation, warranty, covenant or agreement)contract, warranty, tortious conduct (including negligence)) or otherwise and whether predicated on common law, under Law statute, strict liability, or otherwise) that the Fermat Indemnified Parties may at any time suffer or incur, or become subject to, as a result of or in connection with the failure of Descartes to timely deliver the Ag Business Audited Financial Statements or the Ag Business Unaudited Interim Financial Statements and (b) the indemnification provisions of Article VI, and Article IX and Section 10.6 shall be the sole and exclusive remedies of the Descartes Indemnified Parties and the Fermat Indemnified Parties, 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) that each Party party may at any time suffer or incur, or become subject to, as a result of or in connection with this Agreement Agreement, the Acquisitions or the Transactionsother transaction contemplated by this Agreement, including any breach of any representation or warranty in this Agreement by any Partyparty, or any breach of or failure by any Party party to perform or comply with any covenant or agreement in that, by its terms, was to have been performed, or complied with, under this Agreement and the other Transaction Documents. In furtherance of the foregoing, from and after the Closing, except as expressly provided Acquisition Documents (other than any indemnification obligations set forth in this Article IX, the Parties hereby waive, on behalf of themselves and their Affiliates, to the fullest extent permitted by applicable Law, any and all such other rights, claims and EXHIBIT 2.1 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 or the Transactions whether arising under or based upon breach of contract (including for breach of any representation, warranty, covenant or agreementAcquisition Document), warranty, tortious conduct (including negligence), under Law or otherwise and whether predicated on common law, statute, strict liability, or otherwise. Without limiting the generality of the foregoing, the Parties parties hereto hereby irrevocably waive any right of rescission they may otherwise have or to which they may become entitled.. 1414958.12A-NYCSR03A - MSW

Exclusive Remedy and Release. Purchaser and Seller acknowledge and agree that, except as set forth in any other Transaction Document and except with respect to claims under the Supply Agreement or the Transition Services Agreement any matter relating to Taxes (which shall be governed exclusively by such applicable agreement) Article VI), any matter covered by Section 2.9, or to any claim for Fraud and claims seeking without limiting the parties’ respective rights to specific performance or other equitable relief with respect to covenants or agreements to be performed after the Closing, and claims for actual fraudunder Section 10.6, following the Closing, (x) the indemnification provisions of Sections 9.2 and Section 9.3 shall be the sole and exclusive remedies of Seller with respect to matters specifically set forth therein and Purchaserall other matters and (y) and the indemnification provisions of Section 9.2 shall be the sole and exclusive remedies of Purchaser with respect to matters specifically set forth therein and the R&W Insurance Policy shall be the sole and exclusive remedy of Purchaser with respect to all other matters (including the breach of any representation or warranty contained herein), respectively, in each case of the foregoing clause (x) and any of their respective Affiliates(y), for any Covered Losses and any other losses and Liabilities (including in respect of any Covered Losses and any other losses and Liabilities from claims for breach of contract (including for breach of any representation, warranty, covenant or agreement)contract, warranty, tortious conduct (including negligence), under Law ) or otherwise and whether predicated on common law, statute, strict liability, or otherwise) that each Party such party hereto may at any time suffer or incur, or become subject to, as a result of or in connection with this Agreement Agreement, the Transaction or the Transactionsother transactions contemplated by this Agreement, including any breach of any representation or warranty in this Agreement by any Partyparty hereto, or any breach of or failure 117 by any Party party hereto to perform or comply with any covenant or agreement that, by its terms, was to have been performed, or complied with, under this Agreement. Without limiting the generality of the foregoing and in furtherance thereof, the parties hereto hereby irrevocably waive (i) any right of rescission of this Agreement Agreement, and the (ii) other Transaction Documents. In furtherance of than as provided in the foregoing, from and after the Closingany claims for breach of contract, except as expressly provided in this Article IXwarranty, 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 EXHIBIT 2.1 causes of action tortious conduct (including rights of contribution, if anynegligence) 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, otherwise as a result of or in connection with this Agreement Agreement, the Transaction or the Transactions whether arising under or based upon breach of contract (including for breach of any representationother transactions contemplated by this Agreement, warrantyfollowing the Closing, covenant or agreement), warranty, tortious conduct (including negligence), under Law or otherwise and whether predicated on common law, statute, strict liability, or otherwise. Without limiting the generality of the foregoing, the Parties hereby irrevocably waive any right of rescission that in either case (i) or (ii) they may otherwise have or to which they may become entitled.

Exclusive Remedy and Release. Purchaser Except in the case of fraud or willful and Seller acknowledge material breach, and agree that, except with respect to claims under the Supply Agreement matters covered by Sections 2.5, 2.6 or the Transition Services Agreement (which shall be governed exclusively by such applicable agreement) 13.11, each Party acknowledges and claims seeking specific performance or other equitable relief with respect to covenants or agreements to be performed after the Closing, and claims for actual fraudagrees that, following the Closing, the indemnification provisions of Sections 9.2 12.2, 12.3 and 9.3 12.8 shall be the sole and exclusive remedies of Seller each Party, the Company Indemnified Parties, the Cobia Indemnified Parties and Purchaserthe Swordfish Indemnified Parties, respectively, and any of their respective Affiliatesas applicable, for any Liabilities Losses (including in respect of any Losses from claims for breach of contract (including for breach of any representation, warranty, covenant or agreement)contract, warranty, tortious conduct (including negligence), under Law ) or otherwise and whether predicated on common law, statute, strict liability, liability or otherwise) that each Party such Person may at any time suffer or incur, or become subject to, as a result of of, or in connection with the transactions contemplated by this Agreement or the Transactionsany Ancillary Agreements, 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 foregoingthat, from and after the Closingby its terms, except as expressly provided in this Article IX, the Parties hereby waive, on behalf of themselves and their Affiliates, was to the fullest extent permitted by applicable Law, any and all other rights, claims and EXHIBIT 2.1 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 Affiliatesbeen performed, or Purchaser or any of its Affiliates, as the case may be, as a result of or in connection with this Agreement or the Transactions whether arising under or based upon breach of contract (including for breach of any representation, warranty, covenant or agreement), warranty, tortious conduct (including negligence)complied with, under Law or otherwise and whether predicated on common law, statute, strict liability, or otherwisethis Agreement. Without limiting the generality of the foregoing, the Parties hereto hereby irrevocably waive any right of rescission they or their respective Affiliates may otherwise have or to which they may become entitled. Notwithstanding anything to the contrary contained in this Agreement, (a) none of the Parties nor any of their respective Subsidiaries, Affiliates, directors, officers, employees, agents, partners, managers, members or stockholders shall have any rights or claims against the Debt Financing Sources, in any way relating to this Agreement or any of the Reorganization Transactions, or in respect of any oral representations made or alleged to have been made in connection herewith or therewith, whether at law or in equity, in contract, in tort or otherwise and (b) the Debt Financing Sources shall not have any liability (whether in contract, in tort or otherwise) to any of the Parties or any of their respective Subsidiaries, Affiliates, directors, officers, employees, agents, partners, managers, members or stockholders for any obligations or liabilities of any Party hereto under this Agreement or for any claim based on, in respect of, or by reason of, the Reorganization Transactions or in respect of any oral representations made or alleged to have been made in connection herewith or therewith, whether at law or in equity, in contract, in tort or otherwise; provided that notwithstanding anything to the contrary, the foregoing shall not limit the duties, obligations or liabilities of the Debt Financing Sources under the Debt Commitment Letters (or any definitive documentations in respect of the financings contemplated thereby) or any rights and remedies against the Debt Financing Sources under the Debt Commitment Letters (or any definitive documentations in respect of the financings contemplated thereby), subject to any limitations expressly provided therein.