Common use of Exclusive Remedy; No Duplication; No Set-off Clause in Contracts

Exclusive Remedy; No Duplication; No Set-off. (a) Subject to Section 9.7(b), from and after the Closing, the Parties acknowledge and agree that (i) this Article 9 and Article 6 shall be the sole and exclusive monetary remedy of the Indemnified Parties, including Buyer and Seller, in connection with this Agreement and the transactions contemplated hereby (except pursuant to the R&W Insurance Policy), (ii) except pursuant to the indemnification provisions set forth in this Article 9 and Article 6, neither Buyer nor Seller shall be liable or responsible in any manner whatsoever (whether for indemnification or otherwise) to any Indemnified Party for any inaccuracy in any representation or warranty contained in this Agreement or for any breach of this Agreement or in connection with any of the transactions contemplated by this Agreement, including the purchase of the Shares pursuant hereto, and (iii) except pursuant to the indemnification provisions set forth in this Article 9 and Article 6, each Party hereby waives, to the fullest extent permitted under applicable Law or Order, any and all rights, claims, causes of action, suits, demands and Legal Proceedings (A) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or (B) otherwise relating to or in connection with this Agreement and the transactions contemplated hereby, in each case, that it may have against the other Party and any of such Party’s Affiliates or Representatives arising under or based upon any applicable Law or Order; provided, however, that the limitations set forth in this Section 9.7(a) shall not (x) limit the rights or remedies of, or constitute a waiver or modification of any rights or remedies by, any Person pursuant to (or shall otherwise operate to interfere with the operation of) Section 2.4, or Section 10.10, (y) apply to the provisions of the Ancillary Agreements or Contracts between Buyer and its Subsidiaries, on the one hand, and Seller and its Subsidiaries on the other hand (other than this Agreement), which remedies shall be governed by such Ancillary Agreements or Contracts, or (z) apply to the covenants and agreements set forth in this Agreement that by their respective terms survive the Closing. (b) Notwithstanding anything to the contrary in this Agreement, nothing in this Article 9 (including Section 9.4 and Section 9.7(a)) shall limit either Party’s right to bring claims based on Fraud or Willful Breach with respect to this Agreement (which such right shall survive until the applicable statute of limitations). (c) Neither Buyer nor Seller shall have any right to set-off any unresolved claim for indemnification pursuant to this Article 9 against any payment due pursuant to any other provision of this Agreement or any Ancillary Agreement or any other Contract between Buyer and its Subsidiaries, on the one hand, and Seller and its Subsidiaries on the other hand. For the avoidance of doubt, no party to an Ancillary Agreement shall have a right of recovery pursuant to this Article 9 in respect of such Ancillary Agreement, and such rights to recovery and remedies shall be governed by the terms of such Ancillary Agreement.

Exclusive Remedy; No Duplication; No Set-off. (a) Subject to Section 9.7(b), from From and after the Closing, the Parties acknowledge and agree that that, with respect to any claims for Losses for which indemnification is provided hereunder, (i) this Article 9 and Article 6 8 shall be the sole and exclusive monetary remedy of the Indemnified Parties, including Buyer and Seller, Sellers in connection with this Agreement and the transactions contemplated hereby (except pursuant to the R&W Insurance Policy)hereby, (ii) except pursuant to the indemnification provisions set forth in this Article 9 and Article 6, neither Buyer nor Seller Sellers shall be liable or responsible in any manner whatsoever (whether for indemnification or otherwise) to any Indemnified Party for any inaccuracy in any representation or warranty contained in this Agreement or for any a breach of this Agreement or in connection with any of the transactions contemplated by this Agreement, including the purchase of the Shares and the Management Shares pursuant hereto, and (iii) except pursuant to the indemnification provisions set forth in this Article 9 8, and Article 6, (iii) each Party hereby waives, to the fullest extent permitted under applicable Law or OrderLaw, any and all rights, claims, causes of action, suits, demands and Legal Proceedings (A) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or (B) otherwise relating to or in connection with this Agreement and the transactions contemplated hereby, in each case, that it may have against the other Party and any of such Party’s Affiliates or Representatives arising under or based upon any applicable Law or OrderLaw, except pursuant to the indemnification provisions set forth in this Article 8; provided, however, that the limitations set forth nothing in this Section 9.7(a8.8(a) shall not (x) limit the rights or remedies of, or constitute a waiver or modification of any rights or remedies by, any Person pursuant to (or shall otherwise operate to interfere with the operation of) Section 2.4, Section 9.9 or Section 10.10, (y) apply to the provisions of the Ancillary Agreements or Contracts between Buyer and its Subsidiaries, on the one hand, and Seller and its Subsidiaries on the other hand (other than this Agreement9.10), which remedies shall be governed by such Ancillary Agreements or Contracts, or (z) apply to the covenants and agreements set forth in this Agreement that by their respective terms survive the Closing. (b) Notwithstanding anything Any Losses subject to the contrary in indemnification hereunder shall be determined without duplication of recovery by reason of a particular occurrence giving rise to such Losses, constituting a breach of more than one representation, warranty, covenant or other provision of this Agreement, nothing in this Article 9 (including Section 9.4 and Section 9.7(a)) shall limit either Party’s right to bring claims based on Fraud or Willful Breach with respect to this Agreement (which such right shall survive until the applicable statute of limitations). (c) Neither Buyer nor Seller Sellers shall have any right to set-off any unresolved claim for indemnification pursuant to this Article 9 8 against any payment due pursuant to any other provision of this Agreement or any Ancillary Agreement or any other Contract between Buyer and its Subsidiaries, on the one hand, and Seller and its Subsidiaries on the other hand. For the avoidance of doubt, no party to an Ancillary Agreement shall have a right of recovery pursuant to this Article 9 in respect of such Ancillary Agreement, and such rights to recovery and remedies shall be governed by the terms of such Ancillary Agreement.

Exclusive Remedy; No Duplication; No Set-off. (a) Subject to Section 9.7(b), from From and after the Closing, the Parties acknowledge and agree that (i) this Article 9 and Article 6 8 shall be the sole and exclusive monetary remedy of Buyer, on the Indemnified Partiesone hand, including Buyer and SellerSellers, on the other hand, in connection with this Agreement and the transactions contemplated hereby (except pursuant to the R&W Insurance Policy)hereby, (ii) except pursuant to neither Buyer, on the indemnification provisions set forth in this Article 9 and Article 6one hand, neither Buyer nor Seller Sellers, on the other hand, shall be liable or responsible in any manner whatsoever (whether for indemnification or otherwise) to any Indemnified Party for any inaccuracy in any representation or warranty contained in this Agreement or for any a breach of this Agreement or in connection with any of the transactions contemplated by this Agreement, including the purchase of the Shares pursuant hereto, and (iii) except pursuant to the indemnification provisions set forth in this Article 9 8, and Article 6, (iii) each Party hereby waives, to the fullest extent permitted under applicable Law or OrderLaw, any and all rights, claims, causes of action, suits, demands and Legal Proceedings (A) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or (B) otherwise relating to or in connection with this Agreement and the transactions contemplated hereby, in each case, that it may have against the other Party and any of such Party’s Affiliates or Representatives arising under or based upon any applicable Law or OrderLaw, except pursuant to the indemnification provisions set forth in this Article 8; provided, however, that the limitations set forth nothing in this Section 9.7(a8.7(a) shall not (x) limit the rights or remedies of, or constitute a waiver or modification of any rights or remedies by, any Person pursuant to (or shall otherwise operate to interfere with the operation of) Section 2.4, 2.4 or Section 10.10, (y) apply to the provisions of the Ancillary Agreements or Contracts between Buyer and its Subsidiaries, on the one hand, and Seller and its Subsidiaries on the other hand (other than this Agreement), which remedies shall be governed by such Ancillary Agreements or Contracts, or (z) apply to the covenants and agreements set forth in this Agreement that by their respective terms survive the Closing9.11. (b) Notwithstanding anything to the contrary in this Agreement, nothing in this Article 9 (including Section 9.4 and Section 9.7(a)) shall limit either Party’s right to bring claims based on Fraud or Willful Breach with respect to this Agreement (which such right shall survive until the applicable statute of limitations). (c) Neither Buyer nor Seller Sellers shall have any right to set-off any unresolved claim for indemnification pursuant to this Article 9 8 against any payment due pursuant to any other provision of this Agreement or any Ancillary Agreement or any other Contract between Buyer and its Subsidiaries, on the one hand, and Seller and its Subsidiaries on the other hand. For the avoidance of doubt, no party to an Ancillary Agreement shall have a right of recovery pursuant to this Article 9 in respect of such Ancillary Agreement, and such rights to recovery and remedies shall be governed by the terms of such Ancillary Agreement.

Exclusive Remedy; No Duplication; No Set-off. (a) Subject to Section 9.7(b), from From and after the Closing, the Parties acknowledge and agree that (other than claims arising from Fraud) (i) this Article 9 and Article 6 shall be the sole and exclusive monetary remedy of the Indemnified Parties, including Buyer and Seller, Seller in connection with this Agreement and the transactions contemplated hereby (except pursuant to the R&W Insurance Policy)hereby, (ii) except pursuant to the indemnification provisions set forth in this Article 9 and Article 6, neither Buyer nor Seller shall be liable or responsible in any manner whatsoever (whether for indemnification or otherwise) to any Indemnified Party for any inaccuracy in any representation or warranty contained in this Agreement or for any a breach of this Agreement or in connection with any of the transactions contemplated by this Agreement, including the purchase of the Shares Target Securities pursuant hereto, and (iii) except pursuant to the indemnification provisions set forth in this Article 9 and Article 6, and (iii) each Party hereby waives, to the fullest extent permitted under applicable Law or OrderLaw, any and all rights, claims, causes of action, suits, demands and Legal Proceedings (A) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or (B) otherwise relating to or in connection with this Agreement and the transactions contemplated hereby, in each case, that it may have against the other Party and any of such Party’s Affiliates or Representatives arising under or based upon any applicable Law or OrderLaw, except pursuant to the indemnification provisions set forth in this Article 9 and Article 6; provided, however, that the limitations set forth nothing in this Section 9.7(a) shall not (x) limit the rights or remedies of, or constitute a waiver or modification of any rights or remedies by, any Person Party pursuant to (or shall otherwise operate to interfere with the operation of) Section 2.4, 2.4 or Section 10.10, (y) apply to the provisions of the Ancillary Agreements or Contracts between Buyer and its Subsidiaries, on the one hand, and Seller and its Subsidiaries on the other hand (other than this Agreement), which remedies shall be governed by such Ancillary Agreements or Contracts, or (z) apply to the covenants and agreements set forth in this Agreement that by their respective terms survive the Closing10.11. (b) Notwithstanding anything Any Losses subject to indemnification hereunder shall be determined without duplication of recovery by reason of the state of facts giving rise to such Losses. Each of the Parties hereby acknowledges and agrees that, except as may be expressly set forth herein or therein, it shall have no right under this Agreement to offset any amounts owed (or to become due and owing) to the contrary in this Agreementother Party, nothing in this Article 9 (including Section 9.4 and Section 9.7(a)) shall limit either Party’s right to bring claims based on Fraud or Willful Breach with respect to this Agreement (which such right shall survive until the applicable statute of limitations). (c) Neither Buyer nor Seller shall have any right to set-off any unresolved claim for indemnification pursuant to this Article 9 against any payment due pursuant to any other provision of whether under this Agreement or any Ancillary Agreement or any other Contract between Buyer and its Subsidiaries, on the one hand, and Seller and its Subsidiaries on the other hand. For the avoidance of doubt, no party to an Ancillary Agreement shall have a right of recovery pursuant to this Article 9 in respect of such Ancillary Agreement, or otherwise, against any other amount owed (or to become due and such rights owing) to recovery and remedies shall be governed it by the terms of such Ancillary Agreementother Party.

Exclusive Remedy; No Duplication; No Set-off. (a) Subject to Section 9.7(b), from From and after the Closing, the Parties acknowledge and agree that that, except as set forth in Section 2.4 and Section 2.6, (i) this Article 9 and Article 6 shall be the sole and exclusive monetary remedy of the Indemnified Parties, including Buyer and Seller, Seller in connection with this Agreement and the transactions contemplated hereby (except pursuant to the R&W Insurance Policy)hereby, (ii) except pursuant to the indemnification provisions set forth in this Article 9 and Article 6, neither Buyer nor Seller shall be liable or responsible in any manner whatsoever (whether for indemnification or otherwise) to any Indemnified Party for any inaccuracy in any representation or warranty contained in this Agreement or for any a breach of this Agreement or in connection with any of the transactions contemplated by this Agreement, including the purchase of the Shares Quotas pursuant hereto, and (iii) except pursuant to the indemnification provisions set forth in this Article 9 9, and Article 6, (iii) each Party hereby waives, to the fullest extent permitted under applicable Law or OrderLaw, any and all rights, claims, causes of action, suits, demands and Legal Proceedings (A) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or (B) otherwise relating to or in connection with this Agreement and the transactions contemplated hereby, in each case, that it may have against the other Party and any of such Party’s Affiliates or Representatives arising under or based upon any applicable Law or OrderLaw, except pursuant to the indemnification provisions set forth in this Article 9; provided, however, that the limitations set forth nothing in this Section 9.7(a) shall not (x) limit the rights or remedies of, or constitute a waiver or modification of any rights or remedies by, any Person pursuant to (or shall otherwise operate to interfere with the operation of) Article 2, Section 2.45.9, or Section 5.10, Article 6 and Section 10.10, (y) apply to or the provisions of any Ancillary Agreement or in the Ancillary Agreements or Contracts between Buyer and its Subsidiaries, on the one hand, and Seller and its Subsidiaries on the other hand (other than this Agreement), which remedies shall be governed by such Ancillary Agreements or Contracts, or (z) apply to the covenants and agreements set forth in this Agreement that by their respective terms survive the Closingcase of fraud. (b) Notwithstanding anything Any Losses subject to indemnification hereunder shall be determined without duplication of recovery by reason of the contrary in state of facts giving rise to such Losses, including if such state of facts constitutes a breach of more than one representation, warranty, covenant or other provision of this Agreement, nothing in this Article 9 (including Section 9.4 and Section 9.7(a)) shall limit either Party’s right to bring claims based on Fraud or Willful Breach with respect to this Agreement (which such right shall survive until the applicable statute of limitations). (c) Neither Buyer nor Seller shall have any right to set-off any unresolved claim for indemnification pursuant to this Article 9 against any payment due pursuant to any other provision of this Agreement or any Ancillary Agreement or any other Contract between Buyer and its Subsidiaries, on the one hand, and Seller and its Subsidiaries on the other hand. For the avoidance of doubt, no party to an Ancillary Agreement shall have a right of recovery pursuant to this Article 9 in respect of such Ancillary Agreement, and such rights to recovery and remedies shall be governed by the terms of such Ancillary Agreement.

Exclusive Remedy; No Duplication; No Set-off. (a) Subject to Section 9.7(b), from From and after the Closing, the Parties acknowledge and agree that (i) this Article 9 and Article 6 ‎Article X shall be the sole and exclusive monetary remedy of the Indemnified Parties, Parties (including Buyer and Seller, ) in connection with this Agreement and the transactions contemplated hereby (except pursuant to the R&W Insurance Policy)Transaction, (ii) except pursuant to the indemnification provisions set forth in this Article 9 and Article 6, neither Buyer nor Seller shall be liable or responsible in any manner whatsoever (whether for indemnification or otherwise) to any Indemnified Party for breach of, any inaccuracy representation, warranty, covenant, agreement or obligation set forth in any representation or warranty contained in this Agreement or for any breach of this Agreement or in connection with any of the transactions contemplated by this Agreement, including the purchase of the Shares pursuant hereto, and (iii) except pursuant to the indemnification provisions set forth in this Article 9 ‎Article X; and Article 6, (iii) each Party hereby waives, to the fullest extent permitted under applicable Law or OrderLaw, any and all rights, claims, claims and causes of actionaction for breach of, suits, demands and Legal Proceedings (A) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or (B) otherwise relating to in this Agreement or in connection with this Agreement and any of the transactions contemplated hereby, in each caseby this Agreement, that it may have against the other Party to this Agreement, its Affiliates and any each of such Party’s Affiliates or Representatives their respective Authorized Representatives, in each case, arising under or based upon predecessor or successor liability, contribution, tort, strict liability or any applicable Law or Orderotherwise, except pursuant to the indemnification provisions set forth in this ‎Article X; provided, however, that the limitations set forth nothing in this Section 9.7(a10.9(a) shall not (x) limit the rights or remedies of, or constitute a waiver or modification of any rights or remedies by, any Person pursuant to in respect of, including for any breach of (or shall otherwise operate to interfere with the operation of) Section 2.4, or Section 10.10, (y) apply to the provisions of the Ancillary Agreements or Contracts between Buyer and its Subsidiaries, on the one hand, and Seller and its Subsidiaries on the other hand (other than this Agreement), which remedies shall be governed by such Ancillary Agreements ‎Section 2.5, this ‎Article X, ‎Section 11.10, the Confidentiality Agreement or Contracts, or (z) apply to the covenants and agreements set forth in this Agreement that by their respective terms survive the Closingany other Transaction Document. (b) Notwithstanding anything Any Losses subject to indemnification hereunder shall be determined without duplication of recovery by reason of the contrary in this Agreement, nothing in this Article 9 (including Section 9.4 and Section 9.7(a)) shall limit either Party’s right state of facts giving rise to bring claims based on Fraud or Willful Breach with respect to this Agreement (which such right shall survive until the applicable statute of limitations)Losses. (c) Neither Buyer nor Seller shall have any right to set-off set‑off any unresolved claim for indemnification pursuant to this Article 9 ‎Article X against any payment due pursuant to any other provision of this Agreement or any Ancillary Agreement or any other Contract between Buyer and Seller or its SubsidiariesAffiliates, on the one hand, and Seller and Buyer or its Subsidiaries Affiliates, on the other hand. For the avoidance of doubt, no party to an Ancillary Agreement shall have a right of recovery pursuant to this Article 9 in respect of such Ancillary Agreement, and such rights to recovery and remedies shall be governed by the terms of such Ancillary Agreement.

Exclusive Remedy; No Duplication; No Set-off. (a) Subject to Section 9.7(b), from From and after the Closing, the Parties acknowledge and agree that that, with respect to any claims for Losses for which indemnification is provided hereunder, (i) this Article 9 and Article 6 ‎Article 8 shall be the sole and exclusive monetary remedy of the Indemnified Parties, including Buyer and Seller, Sellers in connection with this Agreement and the transactions contemplated hereby (except pursuant to the R&W Insurance Policy)hereby, (ii) except pursuant to the indemnification provisions set forth in this Article 9 and Article 6, neither Buyer nor Seller Sellers shall be liable or responsible in any manner whatsoever (whether for indemnification or otherwise) to any Indemnified Party for any inaccuracy in any representation or warranty contained in this Agreement or for any a breach of this Agreement or in connection with any of the transactions contemplated by this Agreement, including the purchase of the Shares and the Management Shares pursuant hereto, and (iii) except pursuant to the indemnification provisions set forth in this Article 9 ‎Article 8, and Article 6, (iii) each Party hereby waives, to the fullest extent permitted under applicable Law or OrderLaw, any and all rights, claims, causes of action, suits, demands and Legal Proceedings (A) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or (B) otherwise relating to or in connection with this Agreement and the transactions contemplated hereby, in each case, that it may have against the other Party and any of such Party’s Affiliates or Representatives arising under or based upon any applicable Law or OrderLaw, except pursuant to the indemnification provisions set forth in this ‎Article 8; provided, however, that the limitations set forth nothing in this Section 9.7(a‎Section 8.8(a) shall not (x) limit the rights or remedies of, or constitute a waiver or modification of any rights or remedies by, any Person pursuant to (or shall otherwise operate to interfere with the operation of) Section ‎Section 2.4, ‎Section 9.9 or Section 10.10, (y) apply to the provisions of the Ancillary Agreements or Contracts between Buyer and its Subsidiaries, on the one hand, and Seller and its Subsidiaries on the other hand (other than this Agreement‎Section 9.10), which remedies shall be governed by such Ancillary Agreements or Contracts, or (z) apply to the covenants and agreements set forth in this Agreement that by their respective terms survive the Closing. (b) Notwithstanding anything Any Losses subject to the contrary in indemnification hereunder shall be determined without duplication of recovery by reason of a particular occurrence giving rise to such Losses, constituting a breach of more than one representation, warranty, covenant or other provision of this Agreement, nothing in this Article 9 (including Section 9.4 and Section 9.7(a)) shall limit either Party’s right to bring claims based on Fraud or Willful Breach with respect to this Agreement (which such right shall survive until the applicable statute of limitations). (c) Neither Buyer nor Seller Sellers shall have any right to set-off any unresolved claim for indemnification pursuant to this Article 9 ‎Article 8 against any payment due pursuant to any other provision of this Agreement or any Ancillary Agreement or any other Contract between Buyer and its Subsidiaries, on the one hand, and Seller and its Subsidiaries on the other hand. For the avoidance of doubt, no party to an Ancillary Agreement shall have a right of recovery pursuant to this Article 9 in respect of such Ancillary Agreement, and such rights to recovery and remedies shall be governed by the terms of such Ancillary Agreement.

Exclusive Remedy; No Duplication; No Set-off. (a) Subject to Section 9.7(b), from From and after the Closing, the Parties acknowledge and agree that (i) this Article 9 and Article 6 shall be the sole and exclusive monetary remedy of the Buyer Indemnified Parties, including Buyer Parties and Seller, the Seller Indemnified Parties in connection with this Agreement and the transactions contemplated hereby (except pursuant to the R&W Insurance Policy)hereby, (ii) except pursuant to the indemnification provisions set forth in this Article 9 and Article 6, neither Buyer nor Seller Sellers shall be liable or responsible in any manner whatsoever (whether for indemnification or otherwise) to any Indemnified Party for any inaccuracy in any representation or warranty contained in this Agreement or for any a breach of this Agreement or in connection with any of the transactions contemplated by this Agreement, including the purchase of the Shares Equity Interests pursuant hereto, and (iii) except pursuant to the indemnification provisions set forth in this Article 9 and Article 6, and (iii) each Party hereby waives, to the fullest extent permitted under applicable Law or OrderLaw, any and all rights, claims, causes of action, suits, demands and Legal Proceedings (A) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or (B) otherwise relating to or in connection with this Agreement and the transactions contemplated hereby, in each case, that it may have against the other Party and any of such Party’s Affiliates or Representatives arising under or based upon any applicable Law or OrderLaw, except pursuant to the indemnification provisions set forth in this Article 9 and Article 6; provided, however, that the limitations set forth nothing in this Section 9.7(a) shall not (x) limit the rights or remedies of, or constitute a waiver or modification of any rights or remedies by, any Person pursuant to (or shall otherwise operate to interfere with the operation of) Section 2.4, 2.4 or Section 10.10, (y) apply to the provisions of the Ancillary Agreements or Contracts between Buyer and its Subsidiaries, on the one hand, and Seller and its Subsidiaries on the other hand (other than this Agreement), which remedies shall be governed by such Ancillary Agreements or Contracts, or (z) apply to the covenants and agreements set forth in this Agreement that by their respective terms survive the Closing10.11. (b) Notwithstanding anything Any Losses subject to indemnification hereunder shall be determined without duplication of recovery by reason of the contrary in this Agreement, nothing in this Article 9 (including Section 9.4 and Section 9.7(a)) shall limit either Party’s right state of facts giving rise to bring claims based on Fraud or Willful Breach with respect to this Agreement (which such right shall survive until the applicable statute of limitations)Losses. (c) Neither Buyer nor Seller Sellers shall have any right to set-off any unresolved claim for indemnification pursuant to this Article 9 against any payment due pursuant to any other provision of this Agreement or any Ancillary Agreement or any other Contract between Buyer and its Subsidiaries, on the one hand, and Seller and its Subsidiaries on the other hand. For the avoidance of doubt, no party to an Ancillary Agreement shall have a right of recovery pursuant to this Article 9 in respect of such Ancillary Agreement, and such rights to recovery and remedies shall be governed by the terms of such Ancillary Agreement.

Exclusive Remedy; No Duplication; No Set-off. (a) Subject to Section 9.7(b), from From and after the Closing, the Parties acknowledge and agree that (other than claims arising from Fraud in connection with this Agreement and any claims or rights arising under or with respect to the R&W Insurance Policy or any Ancillary Agreement) (i) Section 2.4, this Article 9 and Article 6 shall be the sole and exclusive monetary remedy of the Indemnified Parties, including Buyer and Seller, Seller in connection with the subject matter of this Agreement and the transactions contemplated hereby (except pursuant to the R&W Insurance Policy)hereby, (ii) except pursuant to the indemnification provisions set forth in this Article 9 and Article 6, neither Buyer nor Seller shall be liable or responsible in any manner whatsoever (whether for indemnification or otherwise) to any Indemnified Party for a breach of this Agreement, any inaccuracy in any breach of a representation or warranty contained in this Agreement or for any breach of this Agreement herein, or in connection with any the subject matter of this Agreement and the transactions contemplated by this Agreement, including the purchase of the Shares Company Securities pursuant hereto, and (iii) except pursuant to the indemnification provisions or other rights of recovery set forth in Section 2.4, this Article 9 and Article 6, and (iii) each Party hereby waives, to the fullest extent permitted under applicable Law or OrderLaw, any and all rights, claims, causes of action, suits, demands and Legal Proceedings (A) for any breach of any representation, or warranty, covenant, agreement or obligation set forth herein or (B) otherwise relating to to, arising from or in connection with the subject matter of this Agreement and the transactions contemplated hereby, in each case, that it may have against the other Party and any of such Party’s Affiliates or Representatives arising under or based upon any applicable Law Law, except pursuant to the indemnification provisions or Orderother rights of recovery set forth in Section 2.4, this Article 9 and Article 6; provided, however, that the limitations set forth nothing in this Section 9.7(a) 9.7 shall not (x) limit the rights or remedies of, or constitute a waiver or modification of any rights or remedies by, any Person Party pursuant to (or shall otherwise operate to interfere with the operation of) Section 2.4, 2.4 or Section 10.10, (y) apply to 10.11 or in the provisions case of the Ancillary Agreements or Contracts between Buyer and its Subsidiaries, on the one hand, and Seller and its Subsidiaries on the other hand (other than this Agreement), which remedies shall be governed by such Ancillary Agreements or Contracts, or (z) apply to the covenants and agreements set forth in this Agreement that by their respective terms survive the Closing. (b) Notwithstanding anything to the contrary in this Agreement, nothing in this Article 9 (including Section 9.4 and Section 9.7(a)) shall limit either Party’s right to bring claims based on Fraud or Willful Breach with respect to this Agreement (which such right shall survive until the applicable statute of limitations). (c) Neither Buyer nor Seller shall have any right to set-off any unresolved claim for indemnification pursuant to this Article 9 against any payment due pursuant to any other provision of this Agreement or any Ancillary Agreement or any other Contract between Buyer and its Subsidiaries, on the one hand, and Seller and its Subsidiaries on the other hand. For the avoidance of doubt, no party to an Ancillary Agreement shall have a right of recovery pursuant to this Article 9 in respect of such Ancillary Agreement, and such rights to recovery and remedies shall be governed by the terms of such Ancillary Agreement.Fraud