Common use of Exclusive Remedy; Nature of Representations and Warranties Clause in Contracts

Exclusive Remedy; Nature of Representations and Warranties. Following the Closing Date, the sole and exclusive remedy for any inaccuracy or breach of any representation, warranty, covenant, obligation or other agreement contained in this Agreement or otherwise relating to the Purchased Interests, Purchased Entities or the Properties or the subject matter of this Agreement shall be indemnification in accordance with this Article XI, except with respect to any claim based on fraud, and no Person will have any other entitlement, remedy or recourse, whether in contract, tort, by statute or otherwise. In furtherance of the foregoing, each Party hereby waives, to the fullest extent permitted by Law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, obligation or other agreement set forth herein (or otherwise relating to the Purchased Entities or the subject matter of this Agreement) it may have against the other Parties hereto and its Affiliates arising under or based upon any Law, except pursuant to the indemnification provisions set forth in this Article XI. Notwithstanding the foregoing, this Section 11.7 shall not operate to limit the rights of the Parties to seek equitable remedies (including specific performance or injunctive relief).

Exclusive Remedy; Nature of Representations and Warranties. Following Subject to Section 13.9, following the Closing Date, the Parties’ sole and exclusive remedy for any and all claims (other than claims arising from Fraud) for any inaccuracy or breach of any representation, warranty, covenant, obligation or other agreement contained in this Agreement or otherwise relating to the Purchased Interests, Purchased Entities or the Properties or the subject matter of this Agreement shall be indemnification in accordance with this Article XI, except with respect to any claim based on fraudARTICLE X, and no Person will have any other entitlement, remedy or recourse, whether in contract, tort, by statute tort or otherwise. In furtherance of the foregoing, each Party hereby waives, to the fullest extent permitted by Law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, obligation or other agreement set forth herein (or otherwise relating to the Purchased Entities or the subject matter of this Agreement) Agreement that it may have against the other Parties hereto another Party and its Affiliates arising under or based upon any Law, except pursuant to the indemnification provisions set forth in this Article XI. ARTICLE X. Notwithstanding the foregoing, this Section 11.7 10.7 shall not operate to limit (i) interfere with or impede the rights operation of the provisions of ARTICLE I providing for the resolution of certain disputes relating to the Sellers’ Closing Consideration or any Contingent Payment between the Parties or by an Independent Accountant and (ii) apply to seek equitable remedies (including specific performance or injunctive relief)Section 7.9, which shall be binding upon, and enforceable by the Seller Representative in its entirety against, the Sellers.

Exclusive Remedy; Nature of Representations and Warranties. Following the Closing Date, the sole and exclusive remedy for any inaccuracy or breach of any representation, warranty, covenant, obligation or other agreement contained in this Agreement (or otherwise relating to the Purchased Interests, Purchased Entities or the Properties or the subject matter of this Agreement Agreement) shall be indemnification in accordance with this Article XIIX, except with respect to any claim based on fraudin the case of Taxes as provided for in Section 7.04, and no Person will have any other entitlement, remedy or recourse, whether in contract, tort, by statute tort or otherwise. In furtherance of the foregoing, each Party hereby waives, to the fullest extent permitted by Applicable Law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, obligation or other agreement set forth herein (or otherwise relating to the Purchased Entities or the subject matter of this Agreement) it may have against the other Parties hereto another Party and its Affiliates arising under or based upon any Applicable Law, except pursuant to the indemnification provisions set forth in this Article XIIX and Section 7.04. Notwithstanding the foregoing, this Section 11.7 9.05 shall not operate (a) interfere with or impede the operation of the provisions of Section 2.03, Section 2.04, Section 2.05 and Section 2.07 providing for the resolution of certain disputes relating to the Purchase Price between the parties and/or by the Independent Firm, (b) limit the rights of the Parties to seek equitable remedies (including specific performance in accordance with Section 11.15 or injunctive relief)(c) for fraud.

Exclusive Remedy; Nature of Representations and Warranties. Following the Closing Date, the sole and exclusive remedy for any inaccuracy or breach of any representation, warranty, covenant, obligation or other agreement contained in this Agreement (or otherwise relating to the Purchased Interests, Purchased Entities or the Properties or the subject matter of this Agreement Agreement) shall be indemnification in accordance with this Article XIVII, except with respect to any claim based on fraudfor intentional fraud or claim made under Article VIII, and no Person will have any other entitlement, remedy or recourse, whether in contract, tort, by statute tort or otherwise. In furtherance of the foregoing, each Party hereby waives, to the fullest extent permitted by Law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, obligation or other agreement set forth herein (or otherwise relating to the Purchased Entities or the subject matter of this Agreement) it may have against the other Parties Party hereto and its Affiliates arising under or based upon any Law, except pursuant to the indemnification provisions set forth in this Article XIVII. Notwithstanding the foregoing, this Section 11.7 7.5 shall not (a) operate to interfere with or impede the operation of the provisions of Article I providing for the resolution of certain disputes relating to the Purchase Price between the parties and/or by an Accounting Referee, or (b) limit the rights of the Parties parties to seek equitable remedies (including specific performance or injunctive relief).

Exclusive Remedy; Nature of Representations and Warranties. Following the Closing Date, the sole and exclusive remedy for any inaccuracy or breach of any representation, warranty, covenant, obligation or other agreement contained in this Agreement (or otherwise relating to the Purchased Interests, Purchased Entities or the Properties or the subject matter of this Agreement Agreement) shall be indemnification in accordance with this Article XIIX, except with respect to any claim based on for intentional fraud, and no Person will have any other entitlement, remedy or recourse, whether in contract, tort, by statute tort or otherwise. In furtherance of the foregoing, each Party hereby waives, to the fullest extent permitted by Law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, obligation or other agreement set forth herein (or otherwise relating to the Purchased Entities or the subject matter of this Agreement) it may have against the other Parties Party hereto and its Affiliates arising under or based upon any Law, except pursuant to the indemnification provisions set forth in this Article XIIX or with respect to any claim for intentional fraud. Notwithstanding the foregoing, this Section 11.7 9.5 shall not operate (a) interfere with or impede the operation of the provisions of Article I providing for the resolution of certain disputes relating to the Purchase Price between the parties and/or by an Accounting Referee, or (b) limit the rights of the Parties parties to seek equitable remedies (including specific performance or injunctive relief).