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) To the fullest extent permitted by applicable law from and after the Effective Time, except with respect to fraud claims and claims under applicable securities laws, the indemnification remedies and other remedies provided in this Section 12 or in Section 13.13 shall be the exclusive remedies of the Purchaser Indemnitees for the Breach of any representation, warranty, covenant or obligation by Xxxxx or any Signing Stockholder in this Agreement (without limiting the rights of the parties under any other agreement), and shall be in lieu of any rights the Purchaser Indemnitees otherwise may have under law or in equity to seek or obtain Damages or any other remedy against the Signing Stockholders with respect to any such Breaches, all of which other rights and remedies each of the Purchaser Indemnitees hereby waives.
(b) To the fullest extent permitted by applicable law from and after the Effective Time, except with respect to fraud claims and claims under applicable securities laws, the indemnification remedies and other remedies provided in this Section 12 or in Section 13.13 shall be the exclusive remedies of the Stockholder Indemnitees for the Breach of any representation, warranty, covenant or obligation by Purchaser in this Agreement (without limiting the rights of the parties under any other agreement), and shall be in lieu of any rights the Stockholder Indemnitees otherwise may have under law or in equity to seek or obtain Damages or any other remedy against Purchaser and Merger Sub with respect to any such Breaches, all of which other rights and remedies each of the Stockholder Indemnitees hereby waives.
(c) Notwithstanding Section 12.9(a) or 12.9(b), nothing in this Section 12 shall limit or adversely affect any right or remedy of any party hereto with respect to any Breach or alleged Breach by another party hereto of any covenant or obligation in this Agreement or in any of the other Transactional Agreements, which covenant or obligation by its terms is to be performed or complied with at or after Closing.
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 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. 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. 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 Seller 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. The indemnification remedies and other remedies in this Article 15 shall be deemed to be exclusive. Accordingly, the exercise by any person of any of its rights under this Article 15 shall be deemed to be an election of remedies and shall be deemed to prejudice, and to constitute or operate as an irrevocable 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. Notwithstanding the foregoing, nothing contained in this Article 15.3(e) shall prevent any party hereto from seeking and obtaining, as and to the extent permitted by applicable law, specific performance by the other party hereto of any of its obligations under this Agreement or injunctive relief against the other party's activities in breach of this Agreement (including, without limitation, the obligations provided for in Article 10.5).
Exclusivity of Indemnification Remedies. Except for the availability of equitable relief or in the event of actual fraud of any Seller (in which case this exclusivity would only not apply to such Seller), the indemnification remedies and rights of setoff provided in this Section 6 shall be the sole and exclusive remedy for Breaches under this Agreement and any of the Transactional Agreements (other than the Noncompetition Agreement).
Exclusivity of Indemnification Remedies. The indemnification remedies and other remedies provided in this Section 9 shall be deemed to be exclusive.
