Exclusive Remedy; Specific Performance. The remedies set forth in this Article VI (together with the termination rights contained in this Agreement) constitute the parties’ exclusive remedies arising out of or in connection with this Agreement. Notwithstanding the foregoing, in the event of a party’s willful breach of the terms of this Agreement, the non-breaching party shall be entitled to relief consisting of a judicial order of specific performance by the breaching party, which shall be cumulative with any other legally available remedies.
Exclusive Remedy; Specific Performance. (a) The Parties acknowledge and agree that, from and after the Closing, this Article 7 (including Section 7.4 and Section 7.5) shall provide the Parties’ sole and exclusive monetary remedy with respect to any matter or claim arising out of, relating to or in connection with any of the Transaction Documents or any of the transactions contemplated thereby, except that any such claim or matter based upon fraud shall not be subject to or limited by this Article 7. All indemnification payments made by Seller hereunder shall be treated by the Parties as adjustments to the Purchase Price for tax purposes unless otherwise required by Applicable Law.
Exclusive Remedy; Specific Performance. (a) The provisions of this Section 7 constitute the sole and exclusive remedies for recovery of Losses or other claims relating to or arising from this Agreement or in connection with the transactions contemplated hereby. The provisions of this Section 7.8 shall not, however, prevent or limit a cause of action hereunder with respect to fraud or intentional misrepresentation.
Exclusive Remedy; Specific Performance. The parties acknowledge that except in the case of fraud, their sole remedy after the Closing Date for any breach of any representation or warranty contained in this Agreement shall be the indemnification provisions set forth in this Article IX. Notwithstanding the foregoing, nothing herein shall be construed or interpreted as limiting or impairing the rights or remedies that any party hereto may have at equity, including, but not limited to, specific performance and injunctive relief, where available.
Exclusive Remedy; Specific Performance. Each Indemnified Party’s rights to indemnification as set forth in this Article 11 shall be such Indemnified Party’s exclusive remedy with respect to any and all claims against an Indemnifying Party arising out of or relating to this Agreement, except (a) with respect to Losses arising from claims of fraudulent acts and (b) that an Indemnified Party may seek and obtain appropriate injunctive or other equitable relief to prevent breaches of this Agreement or to enforce specifically the terms and provisions contained herein, and for payment of the legal and other costs and expenses incurred in enforcing its rights under this Agreement.
Exclusive Remedy; Specific Performance. (a) The parties acknowledge and agree that, from and after the Closing, the indemnification and enforcement rights provided in this Section 18 will be the sole and exclusive remedy available to the parties for any claim or cause of action arising out of or in respect of any breach of this Agreement (but not any of the other Transaction Documents), other than any claim or cause of action based upon fraud.
Exclusive Remedy; Specific Performance. The indemnity provided in this Article VII, as it relates to a breach of a representation or warranty set forth in Section 4.7 or this Article VII, or any failure to perform any covenant or agreement contained in Article VII, or any failure of Seller or any member of the Subject Company Group to comply with their obligations under any of (A) the third sentence of Section 2.3, (B) the first proviso clause contained in Section 6.7(e), (C) Section 6.7(i), (D) the third sentence of Section 6.9, or (E) the second sentence of Section 6.17 shall, following the Closing, be the exclusive remedy with respect to matters addressed by such covenant, agreement, representation or warranty; provided, however, that an indemnified party may sxx for damages for breach of the indemnity provided in this Article VII or obtain specific performance with respect to a breach of the covenants and agreements contained in this Article VII (other than Section 7.2(a) or 7.2(b)) hereof, as to the breach of which a Purchaser Indemnified Party may sxx for damages). In any action for specific performance by a Purchaser Indemnified Party, Seller shall waive any defense that there is an adequate remedy at law.
Exclusive Remedy; Specific Performance. The indemnity provided in this Article XI, as it relates to a breach of a representation or warranty or a failure to perform any covenant or agreement (other than the breach of a representation or warranty set forth in Section 4.7 or covenants contained in Article VII as to which Article VII shall govern), shall, following the Closing, be the exclusive remedy (other than any remedy where Purchaser is successful in proving that Seller actually intended to commit a fraud) with respect to matters addressed by such covenant, agreement, representation or warranty.
Exclusive Remedy; Specific Performance. Other than with respect to equitable remedies, such as specific performance, injunction and as permitted herein, with respect to the Investor, following the Closing, the indemnity provisions of Section 7.8 shall constitute the sole and exclusive legal remedy of the Investor and its respective Affiliates, directors, limited partners, members, stockholders, officers, employees and agents for any breach or nonperformance of any of the representations, warranties, covenants or agreements made by any Warrantors in or pursuant to any Transaction Documents, whether in contract, tort or otherwise, arising under or in connection with any Transaction Documents contemplated hereby or thereby. No Person who was an officer, director or stockholder of any Group Company prior to the relevant Closing or any of their respective Affiliates shall have any liability to make any payment in respect of any breach of any representation or warranty or non-performance of any covenants or agreement made in or pursuant to the Transaction Documents, expect for the Warrantors’ indemnification obligations under Section 7.8 hereunder. Notwithstanding anything to the contrary set forth herein, the Parties acknowledge and agree irreparable harm may occur for which money damages would not be an adequate remedy in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties shall be entitled to injunction to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement.
Exclusive Remedy; Specific Performance. Each Party acknowledges and agrees that the foregoing indemnification provisions in this Article VIII shall be the sole and exclusive remedy after Closing with respect to any and all Damages incurred, resulting or arising under Section 8.1 and Section 8.2; provided, however that this Article VIII shall not prohibit specific performance or other equitable relief as described in this Section 8.9. Each Party hereby acknowledges that the rights of each Party to consummate the transactions contemplated hereby are special, unique and of extraordinary character and that, in the event that any Party violates or fails or refuses to perform any covenant or agreement made by it herein, the non-breaching Party may be without an adequate remedy at law. In the event that any Party violates or fails or refuses to perform any covenant or agreement made by such Party herein, the non-breaching Party may, subject to the terms hereof, institute and prosecute an action in any court of competent jurisdiction to enforce specific performances of such covenant or agreement or seek any other equitable relief.
