Common use of Exclusive Remedy and Release Clause in Contracts

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. 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 Buyer and (iii) any matter relating to Taxes (which shall be governed exclusively by Article 7), Purchaser and the Sellers Seller acknowledge and agree that, except with respect to Fraud and as provided for in the RWI Policy, and without limiting any right or obligation under any other Acquisition Documents, following the Closing, the indemnification provisions of Sections 10.02 Article VI and 10.03 this Article IX and specific performance of this Agreement pursuant to under Section 10.6 shall be the sole and exclusive remedies of the Sellers Seller Indemnified Parties and Purchaserthe Buyer 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 liability, or otherwise) (but excluding claims for fraud) 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 Sale Acquisition or the other transactions transaction contemplated herebyby this Agreement, including any breach of any representation or warranty in this Agreement by any party, 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 Foreign other Acquisition AgreementsDocuments (other than any indemnification obligations or other rights set forth in such other Acquisition Document). Without limiting the generality of the foregoing, the parties hereto Parties 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. Except in the case of fraud and except with respect to (i) the Ancillary Agreements (other than the Foreign Acquisition Agreements), (iia) the matters covered by Sections 2.05 through 2.07 2.8 or 11.11, (b) the Limited Guaranty and the Ancillary Agreements and (iiic) with respect to any matter relating to Taxes (which shall be governed exclusively by described in Article 7)VII, Purchaser Buyer and the Sellers Seller acknowledge and agree that, following the Closing, the indemnification provisions of Sections 10.02 and 10.03 this Article X shall be the sole and exclusive remedies of the Sellers Seller and PurchaserBuyer, respectively, and their respective Affiliates for any Losses (including any Losses from claims for breach of contract, warranty, tortious conduct (including negligence) negligence or otherwise and whether predicated on common law, statute, strict liability or otherwise) (but excluding claims for fraud) that each party 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 herebySale, 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 Foreign Acquisition AgreementsAgreement. Without limiting the generality of the foregoing, the parties hereto Parties (on behalf of themselves and the Buyer Indemnified Parties, in the case of Buyer, and the Seller Indemnified Parties, in the case of Seller) hereby irrevocably waive any right of rescission they or their respective Affiliates 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. Except Purchaser and Seller acknowledge and agree that, except in the case of fraud and willful misconduct and 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 7VI, other than Taxes of any Purchased Non-Consolidated Venture or any Subsidiary thereof, which shall be governed by this Article IX to the extent such Taxes are Retained Liabilities), Purchaser and the Sellers acknowledge and agree that, following the Closing, the indemnification provisions of Sections 10.02 Section 9.2 and 10.03 Section 9.3 shall be the sole and exclusive monetary remedies of the Sellers 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 liability, or otherwise) (but excluding claims for fraud) that each party hereto may at any time suffer or incur, or become subject to, as a result of, of or in connection with this Agreement, the Sale Transaction or the other transactions transaction contemplated herebyby this Agreement, including any breach of any representation or warranty in this Agreement by any partyparty hereto, or any failure by any 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 and the Foreign Acquisition Agreementsother 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. 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.