Exclusivity of Indemnification Remedies. The parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims relating to the subject matter of this Agreement (whether in contract, statute, tort, including negligence or otherwise, but excluding any claim based upon fraud or any claim in the nature of fraud) shall be pursuant to the indemnification provisions set forth in this Section 6.
Exclusivity of Indemnification Remedies. (a) Subject to Section 10.1, Section 10.3 and Section 11.9, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from fraud, criminal activity or intentional misconduct on the part of a party hereto in connection with the transactions contemplated by this Agreement), shall be the indemnification remedies and other remedies provided in this Section 9. Accordingly, the exercise by any Person of any of its rights under this Section 9 shall be deemed to be an election of remedies and shall be deemed to prejudice, or to constitute or operate as a waiver of, any other right or remedy that such Person may be entitled to exercise (whether under this Agreement, under any other Contract, under any statute, rule or other Legal Requirement, at common law, in equity or otherwise). In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto, except pursuant to the indemnification provisions set forth in this Section 9. Nothing in this Section 9.6 shall limit any Person's right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any Person's fraudulent, criminal or intentional misconduct.
(b) Each party entitled to indemnification hereunder shall with respect to any such claims, seek indemnity or reimbursement, as applicable, under any policy or policies of insurance available to it and which provides coverage against the loss that is the subject matter of such claim, if applicable, before being entitled to any recovery from the other party, with an indemnifying party’s indemnity obligations being limited to the portion of such indemnified Damages being the portion of such claim which is not covered by such insurance (e.g., any deductibles or excess exposure).
(c) Any indemnification payments made pursuant to this Agreement shall be considered, to the extent permissible under applicable Legal Requirements, as adjustments to the purchase price for all Tax purposes
Exclusivity of Indemnification Remedies. With the exception of breaches of Section 2.4 and claims based upon intentional misrepresentation or fraud, the right of the Indemnitees to assert claims for indemnification and to receive indemnification pursuant to this Section 4 shall, after the Closing, be the Indemnitees' sole and exclusive remedy for monetary Damages with respect to any breach of the representations, warranties and covenants contained in this Agreement. The exercise by any Person of any of its rights under this Section 4 shall not be deemed to be an election of remedies and shall not be deemed to prejudice, or to constitute or operate as a waiver of, any injunctive or other equitable right or remedy or relief that such Person may be entitled to exercise.
Exclusivity of Indemnification Remedies. The right to indemnification provided in this Section 14 is the exclusive remedy for inaccuracies in the representations and warranties set forth in Sections 3 and 4.
Exclusivity of Indemnification Remedies. The indemnification remedies and other remedies provided in this Section 7 shall be deemed to be exclusive. Accordingly, the exercise by any Person of any of its rights under this Section 7 shall be deemed to be an election of remedies and shall be deemed to prejudice, or to constitute or operate as a waiver of, any other right or remedy that such Person may be entitled to exercise (whether under this Agreement, under any other Contract, under any statute, rule or other Legal Requirement, at common law, in equity or otherwise), except for the exercise of subsequent remedies under this Section 7 and the exercise of remedies under any of the Transaction Documents.
Exclusivity of Indemnification Remedies. Except for claims for common law fraud, each Party agrees that the indemnification provisions in this Section 9 shall be the sole and exclusive means for any Indemnified Party to collect any Damages for any claims relating to, resulting from or arising under this Agreement or any Transactional Agreement and under any theory of liability.
Exclusivity of Indemnification Remedies. The Buyer and the Sellers shall have no claim or cause of action, whether in contract, tort, under statute or otherwise, for monetary damages arising out of, or relating to, this Agreement apart from the right to indemnification pursuant to this Section 11 other than claims or causes of action based on fraud.
Exclusivity of Indemnification Remedies. With the exception of claims based upon representations and warranties contained in Section 2.16 and Section 3.1 and claims based upon fraud or intentional misrepresentation, from and after the Closing Date, recourse of the Purchaser Indemnitees to the Indemnification Escrow Fund pursuant to this Agreement and the Indemnification Escrow Agreement shall be the sole and exclusive remedy of the Purchaser Indemnitees for any misrepresentation, breach of warranty, covenant or other agreement or other claim arising out of this Agreement or the transactions contemplated hereby and thereby.
Exclusivity of Indemnification Remedies. The indemnification remedies and other remedies provided in this Section 9 shall be the exclusive monetary remedy of the Parties in connection with any and all claims or causes of action of every nature and description seeking monetary Damages arising out of, directly or indirectly, this Agreement or the transactions contemplated hereby following the Closing. Without limiting the generality of the foregoing, nothing contained in this Agreement shall limit the rights of any Indemnitee to seek or obtain injunctive relief or any other equitable remedy to which such Indemnitee is otherwise entitled.
Exclusivity of Indemnification Remedies. 29 5.7 Exercise of Remedies by Indemnitees Other Than Purchaser.......................................29
