Common use of Exclusive Remedy; No Recourse Clause in Contracts

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) 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 5.5(b), Section 5.8, and Section 5.9(d) and 5.9(e), (iv) Purchaser’s right to indemnification under Section 5.5(b), (v) for the Parties’ right to seek and obtain any equitable relief pursuant to Section 10.11, and (vi) for claims under the R&W Insurance Policy, 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; provided, however, that nothing contained in this Section 7.5(a) shall release, waive, discharge, relinquish or otherwise affect the rights or obligations of any Person under this Agreement (including pursuant to this Article VII) or any Ancillary Agreement or any Contract entered into following the Closing. 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 hereinherein and except as the result of or related to Actual Fraud, 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 an certificate of other document delivered hereunder) will be, the R&W Insurance Policy. For Policy and the avoidance of doubtR&W Indemnity (in accordance with Section 7.2(a), nothing and subject to the limitations set forth in this Agreement shall in any way limit the Purchaser from making any claims or receiving any recoveries under Section 7.2(c)); provided, that the R&W Insurance Policy, whether Policy shall be Purchaser’s first source of recourse for breaches under this Agreement or any Liabilities of Seller for indemnification pursuant to Article VII and in no event shall any Purchaser Indemnified Party have the right to recover any Losses pursuant to Article VII (other claim that may be permitted with respect to be made under amounts pursuant to Section 7.2(a)(iii)) directly from Seller if the R&W Insurance PolicyPolicy is available in respect of such Losses.

Exclusive Remedy; No Recourse. (a) Purchaser and Seller The Parties acknowledge and agree that, except (i) in connection with Actual Fraud, (ii) with respect to the matters covered by Section Sections 2.5 through 2.7, Section 5.9, Section 5.17, Section 5.21, Section 7.6 or Section 11.16 and (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 10.1111.11, from and after the Closing, the indemnification provisions of Section 7.2 Sections 10.2 and Section 7.3 10.3 shall be the sole and exclusive remedies of Seller and Purchaser the Parties 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 any Party may at any time suffer or incur, or become subject to, as a result of, of or in connection with the transactions contemplated by this Agreement, including any breach of any representation, warranty, covenant or agreement in this Agreement (but, for the avoidance of doubt, excluding the Ancillary Agreements and the Confidentiality Agreement). Without limiting the generality of the foregoing, each of Purchaser and Purchaser Guarantor hereby irrevocably waives any right of rescission it may otherwise have or to which it may become entitled. Notwithstanding anything to the contrary herein, each of Purchaser and Purchaser Guarantor acknowledges and agrees that it is relying exclusively on, and its sole recourse for any actual or alleged breach of any representation or warranty (other than in connection with any Actual Fraud) set forth in this Agreement (or any certificate of or 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 PolicyPolicy (if any).

Exclusive Remedy; No Recourse. (a) Purchaser and Seller Parent acknowledge and agree that, except (i) in connection with Actual Fraud, (ii) with respect to the matters covered by Section 2.7, 2.4 through 2.6 and (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 10.1111.11, from and after the Closing, the indemnification provisions of Section 7.2 Sections 10.2 and Section 7.3 10.3 shall be the sole and exclusive remedies of Seller 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 Transactions or the other transactions contemplated by this Agreementhereby, 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. Notwithstanding anything to the contrary herein, (x) 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 (other than the Parent Fundamental Representations) set forth in this Agreement (or any certificate of or other document delivered hereunder, excluding the Stockholder Agreement) will be, the Purchaser R&W Insurance Policy. For Policy and (y) Parent acknowledges and agrees that it is relying exclusively on, and its sole recourse for any actual or alleged breach of any representation or warranty (other than the avoidance of doubt, nothing Purchaser Fundamental Representations) set forth 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 certificate or other claim document delivered hereunder, excluding the Liquidity and Information Rights Agreement) will be, any representations and warranties insurance policy that may be permitted Parent elects to be made under the R&W Insurance Policyobtain.