Exclusive Remedy; No Recourse. (a) Purchaser and Seller acknowledge and agree that, except (i) in connection with Actual Fraud, (ii) with respect to the matters covered by Section 2.7, (iii) Seller’s right to indemnification under Section 5.8, and Section 5.9(d) and (iv) for the Parties’ right to seek and obtain any equitable relief pursuant to Section 10.11, from and after the Closing, the indemnification provisions of Section 7.2 and Section 7.3 shall be the sole and exclusive remedies of Seller and Purchaser for any Liabilities or Losses (including any Liabilities or Losses from claims for breach of contract, warranty, tortious conduct (including negligence) or otherwise and whether predicated on common law, statute, strict liability or otherwise) that either Party may at any time suffer or incur, or become subject to, as a result of, or in connection with the transactions contemplated by this Agreement, including any breach of any representation, warranty, covenant or agreement in this Agreement. Without limiting the generality of the foregoing, Purchaser hereby irrevocably waives any right of rescission it may otherwise have or to which it may become entitled. Notwithstanding anything to the contrary herein, Purchaser acknowledges and agrees that it is relying exclusively on, and its sole recourse for any actual or alleged breach of any representation or warranty set forth in this Agreement (or any certificate of other document delivered hereunder) will be, the R&W Insurance Policy. For the avoidance of doubt, nothing in this Agreement shall in any way limit the Purchaser from making any claims or receiving any recoveries under the R&W Insurance Policy, whether for breaches under this Agreement or any other claim that may be permitted to be made under the R&W Insurance Policy.
Exclusive Remedy; No Recourse. (a) The Parties acknowledge and agree that, except in the case of fraud or intentional misrepresentation, or for separate or standalone indemnification or other remedies under the Transaction Documents, from and after the Closing, their sole and exclusive remedy with respect to any and all claims relating to the subject matter of this Agreement shall be pursuant to the indemnification provisions set forth in this Article VII; provided, however, that nothing herein shall limit the rights of a Party to seek and obtain injunctive relief in accordance with Section 10.5 or to pursue claims pursuant to the Partnership Agreement and the Amended and Restated Registration Rights Agreement. In furtherance of the foregoing, the Parties hereby waive and release from and after the Closing, to the fullest extent permitted by Law, any and all rights, claims, and causes of action (other than any claim of fraud or intentional misrepresentation, or for separate or standalone indemnification or other remedies under the Transaction Documents), with respect to the subject matter of this Agreement, they may have against the other Parties, their respective Affiliates and the respective officers, directors, managers, employees, members, agents, and Representatives of the foregoing arising under or based upon any Law, except pursuant to the indemnification provisions set forth in this Article VII.
Exclusive Remedy; No Recourse. (a) Investor and the Company acknowledge and agree that, except (i) in connection with Fraud or a Willful and Material Breach of this Agreement, and (ii) for the Parties’ right to seek and obtain any equitable relief pursuant to Section 8.1(d), from and after the Closing, the indemnification provisions of Section 7.2 and Section 7.3 shall be the sole and exclusive remedies of the Company and the Investor for any Liabilities or Losses (including any Liabilities or Losses from claims for breach of contract, warranty, tortious conduct (including negligence) or otherwise and whether predicated on common law, statute, strict liability or otherwise) that either party may at any time suffer or incur, or become subject to, as a result of, or in connection with the purchase of the Purchased Units or the other Transactions, including any breach of any representation, warranty, covenant or agreement in this Agreement or the Agreements contemplated hereby (but excluding the other Transaction Documents to which the Investor or its Affiliates, on the one hand, or the Company or any SiC Entity, on the other hand, is a party (including the Confidentiality Agreement)). Without limiting the generality of the foregoing, each Party hereby irrevocably waives any right of rescission it may otherwise have or to which it may become entitled.
Exclusive Remedy; No Recourse. (a) Purchaser and Parent acknowledge and agree that, except (i) in connection with Actual Fraud, (ii) with respect to the matters covered by Section 2.5 through 2.7, (iii) as provided by Section 5.1, Section 5.5(c), Section 5.9(a), Section 5.10(c), Section 5.17, Section 5.23(c) and (b), Section 6.7, and the second to last sentence of Section 5.15(d), (iv) as provided by Section 5.24, and (v) for the parties’ right to seek and obtain any equitable relief pursuant to Section 11.11, from and after the Closing, the indemnification provisions of Section 10.2 and Section 10.3 shall be the sole and exclusive remedies of Parent and Purchaser for any Liabilities or Losses (including any Liabilities or Losses from claims for breach of contract, warranty, tortious conduct (including negligence) or otherwise and whether predicated on common law, statute, strict liability or otherwise) that either party may at any time suffer or incur, or become subject to, as a result of, or in connection with the Sale or the other transactions contemplated hereby, including any breach of any representation, warranty, covenant or agreement in this Agreement or the Local Share Transfer Agreements (but excluding the other Ancillary Agreements and the Confidentiality Agreement). Without limiting the generality of the foregoing, Purchaser hereby irrevocably waives any right of rescission it may otherwise have or to which it may become entitled.
Exclusive Remedy; No Recourse. (a) Purchaser and Parent acknowledge and agree that, except (i) in connection with Actual Fraud, (ii) with respect to the matters covered by Section 2.5 through Section 2.7 or Section 11.17 and (iii) for the parties’ right to seek and obtain any equitable relief pursuant to Section 11.11, from and after the Closing, the indemnification provisions of Section 10.2 and Section 10.3 shall be the sole and exclusive remedies of Parent and Purchaser for any Losses arising out of any breach of any representation, warranty, covenant or agreement in this Agreement or the Local Share Transfer Agreements (but excluding the other Ancillary Agreements and the Confidentiality Agreement). Without limiting the generality of the foregoing, Purchaser hereby irrevocably waives any right of rescission it may otherwise have or to which it may become entitled. Notwithstanding anything to the contrary herein, the rights provided under the R&W Insurance Policy shall be Purchaser’s sole recourse, and Parent and its Affiliates shall have no Liability, for any actual or alleged breach of any representation or warranty set forth in this Agreement or the Local Share Transfer Agreements (or any certificate or other document delivered hereunder), other than in connection with Actual Fraud.
