Exclusive Remedy; Fraud. Subject to the last sentence of this Section 5.6, other than the rights of the Parties pursuant to Section 1.2 and Section 1.3 and Section 4.2(d), the rights of Parties under this Section 5.6 shall be the exclusive remedy of the Parties with respect to claims based upon a breach or alleged breach of the representations, warranties, covenants and agreements contained herein or with respect to the transactions consummated pursuant hereto; provided however that nothing in this Section 5.6 shall limit or restrict any of the Cerberus Indemnitees’ rights or ability to maintain or recover any amounts with respect to any actual fraud of Shareholders in connection with this Agreement or the transactions consummated in connection herewith.
Exclusive Remedy; Fraud. Except for equitable or injunctive relief or with respect to claims for Fraud with respect to the representations and warranties contained in this Agreement, the sole and exclusive recourse of the Indemnified Parties, including any claims for Damages under this Agreement and the other Transaction Documents (and any certificate delivered at Closing pursuant hereto or thereto), shall be pursuant to the indemnification provisions of this ARTICLE 12. In the event of any claim by Buyer or any other Buyer Indemnified Parties for Damages arising out of or relating to Fraud with respect to the representations and warranties contained in this Agreement, the following shall apply: (a) with respect to the representations and warranties made by Yucatan in ARTICLE 3, each Equityholder’s liability (if any) shall be several, and not joint, in accordance with such Equityholder’s relative share of the Damages as provided in Section 12.03(f) and Section 12.03(g) (if any), (b) with respect to the representations and warranties made by Camden in ARTICLE 4, each Equityholder’s liability (if any) shall be several, and not joint, in accordance with such Equityholder’s relative share of the Damages as provided in Section 12.03(f) and Section 12.03(g) (if any), and (c) with respect to the representations and warranties made by any Equityholder in ARTICLE 6, such claim shall be brought by Buyer solely against such offending Equityholder (and for avoidance of doubt, no Equityholder shall be liable for any Fraud by any other Equityholder) provided that this clause (c) shall not limit Buyer’s rights to proceed against the Indemnification Escrow for any Fraud by an Equityholder under ARTICLE 6.
Exclusive Remedy; Fraud. From and after the Closing, the indemnification provided pursuant to this Section 8 shall be the sole and exclusive remedy for any Damages resulting from or arising out of any breach or claim in connection with this Agreement, the Disclosure Schedules or any certificate delivered in connection with this Agreement, regardless of the cause of action; provided, however, that neither the foregoing nor anything else contained in this Agreement shall limit a Party’s remedies in the case of fraud or in respect of the pursuit of equitable remedies, including injunctive relief and specific performance. In the event any Party to this Agreement perpetrates a fraud on another Party hereto, the Party that suffers Damages by reason thereof shall be entitled to seek recovery therefor against the Person or Persons who perpetrated such fraud without regard to any limitations set forth in this Agreement (whether a temporal limitation, a dollar limitation or otherwise).
Exclusive Remedy; Fraud. From and after the Closing, the indemnification provided pursuant to this Article VI shall be the sole and exclusive remedy for any Damages resulting from or arising out of any breach or claim in connection with this Agreement, regardless of the cause of action; provided, however, that neither the foregoing nor anything else contained in this Agreement shall limit a Party’s remedies in the case of fraud or in respect of the pursuit of equitable remedies, including injunctive relief and specific performance.
Exclusive Remedy; Fraud. From and after the Closing, the indemnification provided pursuant to this Article VI, subject to the limitations set forth herein, shall be the sole and exclusive remedy of the Indemnified Parties for any Losses resulting from or arising out of any breach or claim in connection with this Agreement, the Company Disclosure Schedules or any Certificate delivered in connection with this Agreement; provided, however, that neither the foregoing nor anything else contained in this Agreement shall limit (whether a temporal limitation, a dollar limitation or otherwise) a party’s remedies against an Indemnifying Party in the case of Fraud or Willful Breach by or on behalf of such Indemnifying Party, including in respect of the pursuit of equitable remedies, including injunctive relief and specific performance.
Exclusive Remedy; Fraud. From and after the Closing, the indemnification provided pursuant to this Section 8 shall be the sole and exclusive remedy for any Losses resulting from or arising out of any breach of this Agreement, the Disclosure Schedules or any certificate delivered pursuant to this Agreement, or otherwise relating to the subject matter of this Agreement; provided, however, that neither the foregoing nor anything else contained in this Agreement shall limit (whether a temporal limitation, a dollar limitation or otherwise) a Party’s remedies (i) in the case of Fraud, (ii) in respect of the pursuit of equitable remedies, including injunctive relief and specific performance and (iii) in respect of the Ancillary Agreements (other than any certificate delivered pursuant to this Agreement).
Exclusive Remedy; Fraud. The parties agree that from and after the Closing Date, the exclusive remedies of the parties for any Losses based upon, arising out of or otherwise in respect of the matters set forth in this Agreement are the indemnification obligations of the parties set forth in this Article 9, except with respect to fraud, injunctive relief and specific performance in the case of a breach of covenants, and any disputes regarding the amount of any Earn-Out Payment due shall be resolved pursuant to the process for dispute resolution set forth in Section 2.4(d).
Exclusive Remedy; Fraud. Subject to the last sentence of this Section 6.2(h), other than the rights of the parties hereto pursuant to Sections 2.3, 6.4 and 6.7 and any other rights arising under any of the Ancillary Agreements (including the other documents and agreements contemplated thereby), the rights of parties hereto under this Section 6.2 shall be the exclusive remedy of the parties hereto with respect to claims based upon a breach or alleged breach of the representations, warranties, covenants and agreements contained herein or with respect to the transactions consummated pursuant hereto. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement (or elsewhere) shall limit or restrict any of the Buyer Parties' rights to bring, maintain or recover any amounts from a Seller in connection with any action or claim based upon fraud actually committed by such Seller.
Exclusive Remedy; Fraud. Subject to the last sentence of this Section 6.6, other than the rights of the parties hereto pursuant to Sections 1.4, 1.6, 5.4, 5.5, 5.6, and 9.11, and any other rights arising under any of the Ancillary Agreements (including the other documents and agreements contemplated thereby), the rights of parties hereto under Sections 6.1 and 6.2 shall be the exclusive remedy of the parties hereto with respect to claims based upon a breach or alleged breach of the representations and warranties contained herein. Notwithstanding anything in Section 6.1 through Section 6.5 to the contrary, nothing in this Article 6 shall limit or restrict any of the Buyer Indemnitees’ rights to maintain or recover any amounts in connection with any action or claim based upon Fraud.
Exclusive Remedy; Fraud. The sole and exclusive monetary liability and remedy for all matters set forth in this Agreement or any other Transaction Agreement shall be the indemnification provisions set forth in this Article VI. Notwithstanding the foregoing, nothing in this Article VI shall prevent an Indemnified Party from bringing a common law action for fraud against any individual whose own fraud has caused an Indemnified Party to incur Damages or to limit the Damages recoverable by an Indemnified Party in such common law action.
