Common use of Exclusive Remedy and Release Clause in Contracts

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.

Exclusive Remedy and Release. Except for specific performance or injunctive relief, for with respect to the matters covered by Section 2.4 and with respect to any claims for fraud or criminal activity, or pursuant matter relating to Section 2.9 and Section 2.10Taxes, Purchaser and Seller Sellers acknowledge and agree that, following the Closing, the indemnification provisions of Section 9.2 Sections 10.2 and Section 9.3 10.3 shall be the sole and exclusive remedies of Seller Sellers and Purchaser, 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 each party 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 transaction contemplated by this AgreementSale, 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 entitledAncillary Agreements.