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

Exclusive Remedy; Nature of Representations and Warranties. Subject to Section 12.9 and the penultimate sentence of this Section 9.5, following the Closing Date, the sole and exclusive remedy (a) for any inaccuracy or breach of any representation, warranty, covenant, obligation or other agreement contained in this Agreement or (b) otherwise relating to the subject matter of this Agreement, including, for the avoidance of doubt those matters described in Section 9.2(a)(iii) and Section 9.2(b)(iii), shall be indemnification in accordance with Section 7.11, Section 7.13, Section 10.1 and this Article IX, and no Person will have any other entitlement, remedy or recourse, whether in contract, 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 subject matter of this Agreement it may have against any other Party hereto and its Affiliates arising under or based upon any Law (including the Comprehensive Environmental Response, Compensation, and Liability Act or any other Environmental Law), except pursuant to the indemnification provisions set forth in Section 7.11, Section 7.13, Section 10.1 and this Article IX. Notwithstanding the foregoing, this Section 9.5 shall not interfere with or impede the operation of the provisions of Section 1.4 providing for the resolution of certain disputes relating to the Purchase Price between the Parties and/or by an Accounting Firm. Notwithstanding anything to the contrary contained in this Agreement, nothing shall (a) limit any Party from asserting a claim arising under any Transaction Agreement other than this Agreement or (b) limit any Party’s right to seek any monetary remedy or equitable relief on account of any party’s actual fraud in the making of any representation or warranty. No Indemnified Party shall have any right to assert any claims pursuant to Section 7.11, Section 7.13, Section 10.1 or Article IX with respect to any Loss, cause of action or other claim to the extent it is a Loss, cause of action or claim with respect to which such Indemnified Party or any of its Affiliates has taken action (or caused action to be taken) to accelerate the time period in which such matter is asserted or payable.

Exclusive Remedy; Nature of Representations and Warranties. Subject to Section 12.9 and the penultimate sentence of this Section 9.5, following Following the Closing Date, the sole and exclusive remedy (a) for any inaccuracy or breach of any representation, warranty, covenant, obligation agreement or other agreement indemnifiable matter contained in this Agreement or (b) otherwise relating to the subject matter of this Agreement, including, for the avoidance of doubt those matters described in Section 9.2(a)(iii) and Section 9.2(b)(iii), shall be subject to indemnification in accordance with Section 7.11, Section 7.13, Section 10.1 and this Article IXAgreement, and no Person will have any other entitlement, remedy or recourse, whether in contractContract, 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 such representation, warranty, covenant, obligation covenant or other agreement set forth herein or otherwise relating to the subject matter of this Agreement it may have against any the other Party hereto and its Affiliates arising under or based upon any Law (including the Comprehensive Environmental Response, Compensation, and Liability Act or any other Environmental Law), except pursuant to the indemnification provisions set forth in Section 7.11this Agreement (and, Section 7.13for the avoidance of doubt, Section 10.1 and this Article IXthe foregoing waiver shall not limit any Purchaser Indemnified Party’s rights under the R&W Insurance Policy or any other insurance). Notwithstanding the foregoing, this Section 9.5 9.7 shall not interfere with or impede the operation of the provisions of Section 1.4 2.3 providing for the resolution of certain disputes relating to the Purchase Price Merger Consideration between the Parties parties and/or by an Accounting FirmReferee or with respect to any other Transaction Agreement. Notwithstanding anything Nothing in this Agreement (including this Section 9.7) or any Transaction Agreement shall limit any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled. For the contrary contained sake of clarity, nothing in this Agreement, nothing shall (a) limit including this Section 9.7, or any Party from asserting a claim arising under any other Transaction Agreement other than this Agreement shall in any way limit or (b) limit impede any Party’s right to seek any monetary remedy or equitable relief on account rights of any party’s actual fraud in the making of any representation or warranty. No Indemnified Party shall have any right to assert any claims pursuant to Section 7.11Purchaser, Section 7.13, Section 10.1 or Article IX with respect to any Loss, cause of action or other claim to the extent it is a Loss, cause of action or claim with respect to which such Indemnified Party Company or any of its Affiliates has taken action (Subsidiaries, Merger Sub or caused action to be taken) to accelerate any other Person under any of the time period in which such matter is asserted or payableTransaction Agreements other than this Agreement.