Common use of Exclusivity of Agreement Clause in Contracts

Exclusivity of Agreement. The Parties have voluntarily agreed to define their rights, liabilities, and obligations in respect of the subject matter of this Agreement exclusively in contract pursuant to the express terms and provisions of this Agreement and the Collateral Agreements; and the Parties expressly disclaim that they are owed any duties or are entitled to any remedies not expressly set forth in this Agreement or the Collateral Agreements. Furthermore, the Parties each hereby acknowledge that this Agreement and the Collateral Agreements embody the justifiable expectations of sophisticated parties derived from arm’s-length negotiations; all Parties specifically acknowledge that no Party has any special relationship with another party that would justify any expectation beyond that of an ordinary acquiror and an ordinary target in an arm’s-length transaction. The sole and exclusive remedies for any breach of the terms and provisions of this Agreement (including any representations and warranties set forth herein) shall be those remedies available at law or in equity for breach of contract only (as such contractual remedies may be further limited or excluded pursuant to the express terms of this Agreement); and the Parties hereby waive and release any and all tort claims and causes of action that may be based upon, arise out of, or relate to this Agreement, or the negotiation, execution, or performance of this Agreement (including any tort claim or cause of action based upon, arising out of, or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement), except in the case of Fraud.

Exclusivity of Agreement. The Parties have voluntarily agreed to define their rights, liabilities, liabilities and obligations in respect of respecting the subject matter of this Agreement exclusively in contract pursuant to the express terms and provisions of this Agreement and the Collateral Agreements; Agreement, and the Parties expressly disclaim that they are owed any duties or are entitled to any remedies not expressly set forth in this Agreement or the Collateral AgreementsAgreement. Furthermore, the Parties each hereby acknowledge that this Agreement and the Collateral Agreements embody embodies the justifiable expectations of sophisticated parties derived from arm’s-arm’s length negotiations; , and all Parties to this Agreement specifically acknowledge that no Party has any special relationship with another party Person that would justify any expectation beyond that of an ordinary acquiror buyer and an ordinary target seller in an arm’s-arm’s length transaction. The Other than in connection with claims involving fraud, the sole and exclusive remedies for any breach of the terms and provisions of this Agreement (including any representations and warranties set forth herein) shall be those remedies available at law or in equity for breach of contract only (as such contractual remedies may be further limited or excluded pursuant to the express terms of this Agreement); , and the Parties hereto hereby waive and release any and all tort other claims and causes of action that may be based upon, arise out of, or relate to this Agreement, or the negotiation, execution, execution or performance of this Agreement (including any tort claim or cause of action based upon, arising out of, or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement), except in the case of Fraud.

Exclusivity of Agreement. The Parties parties hereto have voluntarily agreed to define their rights, liabilities, liabilities and obligations in respect of respecting the subject matter of this Agreement exclusively in contract pursuant to the express terms and provisions of this Agreement Agreement, the Transaction Documents and the Collateral Agreementsother documents referenced herein and therein; and the Parties parties hereto expressly disclaim that they are owed any duties or are entitled to any remedies not expressly set forth in this Agreement or the Collateral Agreements. FurthermoreAgreement, the Parties each hereby acknowledge that this Agreement Transaction Documents and the Collateral Agreements embody the justifiable expectations of sophisticated parties derived from arm’s-length negotiations; all Parties specifically acknowledge that no Party has any special relationship with another party that would justify any expectation beyond that of an ordinary acquiror other documents referenced herein and an ordinary target in an arm’s-length transactiontherein. The sole and exclusive remedies for any breach of the terms and provisions of this Agreement (including any representations and warranties set forth herein) shall be those remedies available at law Law or in equity for breach of contract only (as such contractual contract remedies may be further limited or excluded pursuant to the express terms of this Agreement); and the Parties parties hereto hereby waive and release any and all tort claims and causes of action that may be based upon, arise out of, of or relate to this Agreement, or the negotiation, execution, execution or performance of this Agreement (including any tort claim or cause clause of action based upon, arising out of, of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement), except in the case of Fraud.

Exclusivity of Agreement. The Parties parties hereto have voluntarily agreed to define their rights, liabilities, liabilities and obligations in respect of respecting the subject matter of this Agreement and the Guarantee exclusively in contract pursuant to the express terms and provisions of this Agreement and the Collateral AgreementsGuarantee; and the Parties parties hereto expressly disclaim that they are owed any duties or are entitled to any remedies not expressly set forth in this Agreement or and the Collateral AgreementsGuarantee. FurthermoreSubject to the terms and conditions of this Agreement, the Parties each hereby acknowledge that this Agreement and the Collateral Agreements embody the justifiable expectations of sophisticated parties derived from arm’s-length negotiations; all Parties specifically acknowledge that no Party has any special relationship with another party that would justify any expectation beyond that of an ordinary acquiror and an ordinary target in an arm’s-length transaction. The sole and exclusive remedies for any breach of the terms and provisions of this Agreement and the Guarantee (including any representations and warranties set forth herein) shall be those remedies available at law or in equity for breach of contract only (as such contractual contract remedies may be further limited or excluded pursuant to the express terms of this AgreementAgreement (including the provisions of Sections 4.3, 9.2 and 9.12) and as set forth in Section 9.2(d)); and the Parties parties hereto hereby waive and release any and all tort claims and causes of action that may be based upon, arise out of, of or relate to this AgreementAgreement and the Guarantee, or the negotiation, execution, execution or performance of this Agreement and the Guarantee (including any tort claim or cause clause of action based upon, arising out of, of or related to any representation or warranty made in or in connection with this Agreement and the Guarantee or as an inducement to enter into this AgreementAgreement and the Guarantee), except in the case of Fraud.

Exclusivity of Agreement. The Parties have voluntarily agreed to define their rights, liabilities, liabilities and obligations in respect of respecting the subject matter of this Agreement exclusively in contract pursuant to the express terms and provisions of this Agreement and the Collateral Agreements; Agreement, and the Parties expressly disclaim that they are owed any duties or are entitled to any remedies not expressly set forth in this Agreement or the Collateral AgreementsAgreement. Furthermore, the Parties each hereby acknowledge that this Agreement and the Collateral Agreements embody embodies the justifiable expectations of sophisticated parties derived from arm’s-arm’s length negotiations; , and all Parties to this Agreement specifically acknowledge that no Party has any special relationship with another party Person that would justify any expectation beyond that of an ordinary acquiror buyer and an ordinary target seller in an arm’s-arm’s length transaction. The From and after the Closing, the sole and exclusive remedies for any breach of the terms and provisions of this Agreement (including any representations and warranties set forth herein) shall be those remedies available at law or in equity for breach of contract only (as such contractual remedies may be further limited or excluded pursuant to the express terms of this Agreement); , and the Parties hereto hereby waive and release any and all tort claims and causes of action that may be based upon, arise out of, or relate to this Agreement, or the negotiation, execution, execution or performance of this Agreement (including any tort claim or cause of action based upon, arising out of, or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement). Notwithstanding the foregoing, except the limitations in the case this Section 10.19 shall not apply to claims of Fraudactual fraud.