Exclusive Rights and Remedies. The provisions of this Article X shall be the exclusive basis of the parties to this Agreement for (i) any breach of a representation or warranty herein and (ii) any failure of a party to comply with any obligation, covenant, agreement or condition herein.
Exclusive Rights and Remedies. The rights and remedies provided in this Section 11.06 shall be the exclusive rights and remedies, contractual or otherwise, of the indemnified Persons with respect to breaches of the representations, warranties, covenants and agreements contained in this Agreement.
Exclusive Rights and Remedies. From and after the Closing, the indemnification rights provided by this Article VI shall constitute the sole and exclusive remedy of the Buyer Indemnitees and Seller Indemnitees for any breach of representations, warranties, covenants or agreements contained in this Agreement; provided, however, that nothing herein shall limit (i) any claim based on fraud, willful misrepresentation or willful breach, or (ii) any party’s right to seek specific performance, injunctive relief or other equitable remedies.
Exclusive Rights and Remedies. 23.1. The rights and remedies set forth in this Agreement are the exclusive rights and remedies of each Party with respect to this Agreement, its performance or breach.
Exclusive Rights and Remedies. The rights and remedies provided in this Article XI shall be the exclusive rights and remedies, contractual or otherwise, of the indemnified persons with respect to breaches of the representations, warranties, covenants and agreements contained in this Agreement.
Exclusive Rights and Remedies. (a) Notwithstanding anything to the contrary contained in this Agreement, the remedies of Acquiring Corporation and Newco under Section 8.1 of this Agreement shall be Acquiring Corporation's and Newco's sole and exclusive remedies after the Closing Date with respect to the transactions contemplated hereby, and the remedies of the parties under Section 8.3(b) of this Agreement shall be the parties' sole and exclusive remedies prior to the Closing Date with respect to the transactions contemplated hereby. Without limiting the generality of the foregoing, except with respect to such remedies specifically set forth herein, each of Acquiring Corporation and Newco hereby irrevocably waives and agrees not to sue Xxxget Corporation and its shareholders, officers, directors, affiliates, employees, heirs, devisees, executors, personal representatives, agents or representatives ("Target Corporation's Related Parties") for any and all claims, causes of action, rights of contribution, cost recovery, losses, liabilities, suits, costs, fees, judgments or expenses which may hereafter arise, REGARDLESS OF WHETHER CAUSED IN WHOLE OR IN PART BY THE SOLE, CONTRIBUTORY, PASSIVE OR PARTIAL NEGLIGENCE OF ANY OF THE TARGET CORPORATION'S RELATED PARTIES, in connection with (i) any material, waste or substance the use, collection, handling, recycling, generation, treatment, storage, disposal, release or transportation of which (a) by the Target Corporation or any of its predecessors or (b) at, in, on, under or from any real or personal property of Target Corporation is or may become regulated or controlled by any governmental authority, or the improper management or disposal of which may affect human health or safety or the environment, or (ii) the compliance by the Target Corporation, or any of its predecessors or any real or personal property of Target Corporation with Applicable Environmental Laws.
(b) Prior to the Closing Date, each party to this Agreement shall have all remedies as may be available to it at law or in equity for the breach of any material covenant set forth in this Agreement. Prior to the Closing Date, the exclusive remedy for any material breach or inaccuracy of any representation or warranty in this Agreement of either Target Corporation, Acquiring Corporation or Newco shall be termination of this Agreement (i) by Acquiring Corporation and Newco for any such material breach or inaccuracy by Target Corporation and
Exclusive Rights and Remedies. Except as provided in Section 6, the provision of this Section 20 shall be the exclusive basis of the parties to this Agreement for (i) any breach of a representation or warranty herein, (ii) any failure of a party to comply with any obligation, covenant, agreement or condition herein or (iii) any other claim, action, demand, loss, cost, expense, liability, penalty, or other damage relating to or arising out of the transactions contemplated by this Agreement.
Exclusive Rights and Remedies. Notwithstanding any provision of this Agreement, each Property Contributor agrees that the sole and exclusive rights and remedies to which it and/or any of its Successor Holders may be entitled at law or in equity for a breach or violation of any of the Tax-Related Covenants by the OP shall be a claim for damages, against the OP, computed as set forth in Section 1.3 above, and neither such Property Contributor nor any of its Successor Holders shall be entitled to pursue a claim for specific performance of the Tax-Related Covenants.
Exclusive Rights and Remedies. Notwithstanding any provision of this Agreement, each Protected Partner agrees that the sole and exclusive rights and remedies to which it may be entitled at law or in equity for an indemnifiable event or breach or violation of the Tax-Related Covenants by the CROP Operating Partnership shall be a claim for a Tax Payment from the CROP Operating Partnership, computed as set forth in Section 3 above, and no Protected Partner shall be entitled to pursue a claim for specific performance with respect to any indemnifiable event or the Tax-Related Covenants.
Exclusive Rights and Remedies. The provisions of Section 5.1 shall constitute the exclusive rights and remedies of the parties for Damages.
