Exclusive Remedy, etc. Except for actions grounded in fraud or deceit, the parties hereto acknowledge and agree that from and after the Closing, the indemnification provisions in this Article X shall be the exclusive remedy of Purchaser with respect to the transactions contemplated by this Agreement. With respect to actions grounded in fraud or deceit, (A) the right of a party to be indemnified and held harmless pursuant to this Article X shall be in addition to and cumulative of any other remedy of such party at law or in equity and (B) no such party shall, by exercising any remedy available to it under this Article X, be deemed to have elected such remedy exclusively or to have waived any other remedy, whether at law or in equity, available to it.
Exclusive Remedy, etc. (a) Except as specifically set forth in Section 9.8(b), and for any claims relating or attributable to the fraud of any party, the sole and exclusive remedy of the Purchaser Indemnitees and the Seller Indemnitees for any and all claims or Damages relating to or arising out of or in connection with this Agreement (whether any such claim may be made in contract, breach of warranty, tort, or otherwise) shall be an action for indemnity pursuant to this Section 9, which shall be governed and limited by this Section 9.
Exclusive Remedy, etc. (a) Except as specifically set forth in Section 7.8(c), the sole and exclusive remedy of Purchaser and the Sellers for any all claims or Damages relating to or arising out of or in connection with this Agreement or any of the Related Agreements or Contemplated Transactions and the facts and circumstances relating and pertaining thereto (whether any such claim may be made in contract, breach of warranty, tort or otherwise) shall be an action for indemnity pursuant to this Section 7, which shall be governed and limited by this Section 7.
Exclusive Remedy, etc. (a) To the fullest extent permitted by applicable Law, the indemnification provided in this Article VII, the Purchase Price adjustment provisions in Section 2.2, specific performance pursuant to Section 10.9 and the remedies available to the Purchaser pursuant to the Special Policy shall be the sole and exclusive remedies available to each of the parties following the Closing for any matters in connection with this Agreement and the Transactions, except in the case of Fraud. No party shall have any obligation to indemnify pursuant to this Article VII to the extent any such claimed Losses were the subject of the Purchase Price adjustment in Section 2.2.
Exclusive Remedy, etc. (a) Other than with respect to Taxes, the indemnities provided for in this Article VIII shall be the sole and exclusive remedies of Purchaser, the Acquired Companies or Sellers, as the case may be, after the Closing; provided, that nothing herein shall limit in any way any such Party’s remedies in respect of fraud or intentional misrepresentation or omission by the other Party in connection herewith or the Transactions or the rights of such Party to such equitable remedies as may be available.
Exclusive Remedy, etc. The indemnities provided for in Article 6 and this Article 8 shall be the sole and exclusive remedies of the Purchaser, the Company or the Seller, as the case may be, after the Closing; provided, that nothing herein shall limit in any way any such Party's remedies in respect of fraud or intentional misrepresentation or omission by the other Party in connection herewith or the transactions contemplated hereby or the rights of such Party to such equitable remedies as may be available or any breaches of post closing covenants or agreements between the Parties.
Exclusive Remedy, etc. From and after the Closing, the indemnification provisions of this Section 7 shall be the sole and exclusive remedy with respect to any and all claims arising out of or relating to a Party’s breach of its representations and warranties contained in this Agreement and the Excluded Environmental Liabilities. No party shall be entitled to a rescission of this Agreement (or any related agreements) related to the breach of any representation, warranty, covenant or agreement contained herein. UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE RESPONSIBLE TO THE OTHER FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES OR DAMAGES BASED SOLELY UPON DIMINUTION IN VALUE OF THE BUSINESS OR ANY MULTIPLE THEREOF, ANY MULTIPLES OF REVENUE OR EBITDA, LOST BUSINESS, OR LOSS OF PROFITS OR GOODWILL, EXCEPT TO THE EXTENT SUCH DAMAGES RESULT FROM A THIRD PARTY CLAIM.
Exclusive Remedy, etc. This Article VIII (and Article VII) shall be the exclusive remedy following the Closing for any matters in connection with this Agreement and the transactions contemplated hereby, other than any remedies for fraud. Purchaser or Seller, as applicable, shall provide any information in connection with the matters covered by this Article VIII as the other may reasonably request.
Exclusive Remedy, etc. The parties hereto expressly acknowledge and agree that except as otherwise expressly provided in this Agreement, the provisions of this Article XII shall be the sole and exclusive remedy for Damages caused as a result of any breach of any representation or warranty, or any breach, nonfulfillment or default in the performance of any covenant or agreement, contained in this Agreement, other than claims based on fraud or willful misconduct, and the parties shall not be entitled to a rescission of this Agreement or to any further indemnification or other rights or claims, all of which the parties hereby waive; provided, however, that nothing in this Agreement shall prevent either party from seeking an injunction or injunctions to prevent breaches of this Agreement by the other party and to enforce specifically the terms and provisions hereof, including, without limitation, any remedies sought pursuant to Section 8.3. Any liability for indemnification hereunder will be determined without duplication of recovery by reason of the state of facts giving rise to such liability constituting a breach of more than one representation, warranty, covenant or agreement. If the Indemnifying Party pays an amount in discharge of any claim under this Agreement, and the Indemnified Party or any of its Affiliates subsequently recovers from a third Person a sum which is attributable to the subject matter of the claim, the Indemnified Party will within 15 days pay to the Indemnifying Party an amount equal to all amounts so recovered up to the aggregate amount thus paid by the Indemnifying Party hereunder.
Exclusive Remedy, etc. This Article VII shall be the exclusive remedy following the First Closing for any matters in connection with this Agreement and the transactions contemplated hereby, other than any remedies for fraud.
