Common use of Exclusive Remedy; Non-Recourse Clause in Contracts

Exclusive Remedy; Non-Recourse. (a) Except as may be required to enforce post-closing covenants hereunder, after the Effective Time the indemnification rights in this Article IX are and shall be the sole and exclusive remedies of the Acquiror, the Acquiror Indemnified Persons, the Shareholders’ Representative, the Surviving Corporation, the Company Stockholders and Optionholders with respect to this Agreement and the Merger contemplated hereby; provided that this sentence shall not be deemed a waiver by any party of its right to seek specific performance or injunctive relief in the case of another party’s failure to comply with the covenants made by such other party. (b) The Acquiror, for itself, its successors and assigns including the Surviving Corporation and Acquiror Indemnified Persons, acknowledge and agree that this Agreement and the transactions contemplated hereby are non-recourse as to the Shareholders’ Representative, the Company Stockholders and Optionholders and that they shall have no recourse against the Shareholders’ Representative, the Company Stockholders and Optionholders for or on account of any matter, cause, claim or thing of or relating to this Agreement or the Merger or other transactions contemplated hereby, excepting only against and to the extent of the Escrow Indemnification Amount. (c) In furtherance of the foregoing, the Acquiror for itself, its successors and assigns (including the Surviving Corporation), and Acquiror Indemnified Persons, covenant and agree that neither the Acquiror, the Surviving Corporation nor the Acquiror Indemnified Persons (or any of them) shall xxx or initiate or maintain any action, suit or cause of action against the Shareholders’ Representative, the Company Stockholders and Optionholders (in their capacity as such) or any of them as a result of this Agreement or the transactions contemplated hereby. (d) The provisions of Article IX were specifically bargained for and reflected in the amounts payable to the Company Stockholders and Optionholders in connection with the Merger pursuant to Article II.

Exclusive Remedy; Non-Recourse. (a) Except as may be required to enforce post-closing covenants hereunder, after After the Effective Time the indemnification rights set forth in this Article IX and in the Selling Stockholders Agreement are and shall be the sole and exclusive remedies of the AcquirorParent, the Acquiror Parent Indemnified Persons, the Shareholders’ Stockholder Representative, the Surviving Corporation, Corporation and the Company Junior Stockholders and Optionholders with respect to this Agreement and the Merger contemplated hereby; provided that this sentence shall not be deemed a waiver by any party of its right to seek specific performance or injunctive relief in the case of another party’s 's failure to comply with the covenants made by such other party. (b) The AcquirorParent, for itself, its successors and assigns including the Surviving Corporation and Acquiror Parent Indemnified Persons, acknowledge acknowledges and agree agrees that this Agreement and the transactions contemplated hereby are non-recourse as to the Shareholders’ Representative, Stockholder Representative and the Company Junior Stockholders and Optionholders and that they shall have no recourse against the Shareholders’ Representative, Stockholder Representative or the Company Junior Stockholders and Optionholders for or on account of any matter, cause, claim or thing of or relating to this Agreement or the Merger or other transactions contemplated hereby, excepting only against and to the extent of the Post-Closing Escrow Indemnification AmountAmount and as provided in this Agreement and the Selling Stockholders Agreement. (c) In furtherance of the foregoing, the Acquiror Parent for itself, its successors and assigns (including the Surviving Corporation), and Acquiror Parent Indemnified Persons, covenant and agree that neither the AcquirorParent, the Surviving Corporation nor the Acquiror Parent Indemnified Persons (or any of them) shall xxx sue or initiate or maintain any action, suit or cause of action against agaixxx the Shareholders’ Representative, Stockholder Representative or the Company Junior Stockholders and Optionholders (in their capacity as such) or any of them as a result of this Agreement or the transactions contemplated hereby, except as contemplated by this Agreement and the Selling Stockholders Agreement. (d) The provisions of Article IX were specifically bargained for and reflected in the amounts payable to the Company Junior Stockholders and Optionholders in connection with the Merger pursuant to Article II.

Exclusive Remedy; Non-Recourse. (a) Except as may be required to enforce post-closing covenants hereunder, after After the Effective Time the indemnification rights in this Article IX VII are and shall be the sole and exclusive remedies of the Acquiror, Buyer Indemnified Persons and the Acquiror Seller Indemnified Persons, the Shareholders’ Representative, the Surviving Corporation, the Company Stockholders and Optionholders Persons with respect to this Agreement and the Merger transactions contemplated herebyhereby or any certification delivered hereunder; provided that this sentence shall not be deemed a waiver by any party of its rights with respect to claims against any Person to the extent they arise out of actual fraud by such Person or of its right to seek specific performance or injunctive relief in the case of another party’s failure to comply with the post-Closing covenants made by such other partyparty (including its obligations under this Article VII). (b) The AcquirorSubject to Section 7.7(a), Parent, for itself, its successors and assigns including the Surviving Corporation Corporation, acknowledges and Acquiror Indemnified Persons, acknowledge and agree agrees that this Agreement and the transactions contemplated hereby are non-recourse as to the Shareholders’ Representative, Shareholder Representative and the Company Stockholders and Optionholders Holders and that they shall have no recourse against the Shareholders’ Representative, the Company Stockholders and Optionholders for or on account of any matter, cause, claim or thing of or relating to this Agreement or the Merger or other transactions contemplated hereby, excepting only against and to the extent of the Indemnity Escrow Indemnification Amountor the Adjustment Escrow and then only in accordance with Section 2.3 and this Article VII. (c) In Other than as contemplated by this Article VII or Section 8.9, in furtherance of the foregoing, the Acquiror Parent, for itself, its successors and assigns (including the Surviving Corporation), ) covenants and Acquiror Indemnified Persons, covenant and agree agrees that neither the Acquiror, Parent nor the Surviving Corporation nor the Acquiror Indemnified Persons (or any of them) shall xxx or initiate or maintain any action, suit or cause of action against the Shareholders’ Representative, Shareholder Representative or the Company Stockholders and Optionholders Holders (in their capacity as such) or any of them as a result of this Agreement or the transactions contemplated hereby. (d) For the avoidance of doubt, the sole recourse of the Buyer Indemnified Parties for any Claims for which a Notice of Claim is provided on or after the Escrow Release Date shall be from amounts available under the Indemnity Policy. (e) The provisions of Article IX VII were specifically bargained for and reflected in the amounts payable to the Company Stockholders and Optionholders Holders in connection with the Merger pursuant to Article II.

Exclusive Remedy; Non-Recourse. (a) Except as may be required to enforce post-closing covenants hereunderAfter the Closing, after the Effective Time the indemnification rights set forth in this Article IX VIII are and shall be the sole and exclusive remedies of the AcquirorPurchaser, the Acquiror other Seller-Indemnified Persons, Sellers and the Shareholders’ Representative, the Surviving Corporation, the Company Stockholders and Optionholders other Purchaser-Indemnified Persons with respect to this Agreement and the Merger Transactions contemplated hereby; provided . (b) Purchaser, for itself, its successors and assigns including the other Seller-Indemnified Persons, acknowledges and agrees that this sentence Agreement and the transactions contemplated hereby are non-recourse as to any Seller or any other Purchaser-Indemnified Person and that they shall have no recourse against any Seller or any other Purchaser-Indemnified Person for or on account of any matter, cause, claim or thing of or relating to this Agreement or the Transactions, other than as expressly provided in this Article VIII. (c) In furtherance of the foregoing, Purchaser for itself, its successors and assigns, and the other Seller-Indemnified Persons, covenant and agree that neither Purchaser nor any other Seller-Indemnified Person shall xxx or initiate or maintain any action, suit or cause of action against any Seller or any other Purchaser-Indemnified Person as a result of this Agreement or the Transactions, except as expressly provided hereunder. (d) Notwithstanding the foregoing, this Section 8.7 shall not be deemed a waiver by any party of its right to seek specific performance or injunctive relief in the case of another party’s failure to comply with the covenants made by such other party to be performed after the Closing, or any remedy of any party in respect of any fraud committed by any other party. In addition, the parties agree that the limitations set forth in this Article VIII shall not apply to any fraud or willful breach of any covenant committed by any party. (b) The Acquiror, for itself, its successors and assigns including the Surviving Corporation and Acquiror Indemnified Persons, acknowledge and agree that this Agreement and the transactions contemplated hereby are non-recourse as to the Shareholders’ Representative, the Company Stockholders and Optionholders and that they shall have no recourse against the Shareholders’ Representative, the Company Stockholders and Optionholders for or on account of any matter, cause, claim or thing of or relating to this Agreement or the Merger or other transactions contemplated hereby, excepting only against and to the extent of the Escrow Indemnification Amount. (c) In furtherance of the foregoing, the Acquiror for itself, its successors and assigns (including the Surviving Corporation), and Acquiror Indemnified Persons, covenant and agree that neither the Acquiror, the Surviving Corporation nor the Acquiror Indemnified Persons (or any of them) shall xxx or initiate or maintain any action, suit or cause of action against the Shareholders’ Representative, the Company Stockholders and Optionholders (in their capacity as such) or any of them as a result of this Agreement or the transactions contemplated hereby. (de) The provisions of Article IX VIII were specifically bargained for and reflected in the amounts payable to the Company Stockholders and Optionholders Sellers in connection with the Merger Transactions pursuant to Article IISection 1.3.