Common use of Exclusive Remedy and Release Clause in Contracts

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. Buyer Except with respect to the matters covered by Section 2.4 and with respect to any matter relating to Taxes, Purchaser 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 Sections 10.2 and the specific performance provisions of Section 10.6 10.3 shall be the sole and exclusive remedies of Sellers and BuyerPurchaser, respectively, and their respective Affiliates, including the members of the Education Group, 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 each Party may at any time suffer or incur, or become subject to, as a result of of, or in connection with this Agreement, the Transaction or the other transactions contemplated by this AgreementSale, 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 DocumentsAncillary Agreements.

Exclusive Remedy and Release. Buyer and Sellers Seller acknowledge and agree that, following the Closing, except in the case of willful misconduct and breach or 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 Seller 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 Partyparty, or any failure by any Party 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. Buyer Purchaser and Sellers Seller 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 Seller and BuyerPurchaser, 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, except claims for fraud) that any Party 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 transaction contemplated by this Agreement, including any breach of any representation or warranty in this Agreement by any Partyparty, or any failure by any Party 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.