Exclusivity of Indemnification Remedy. Except for (a) fraud, (b) agreements to be performed by the parties from and after the Closing Date, (c) covenants of the parties pursuant to Sections 5.02(b), 5.02(c), 5.06, 5.07, 5.08, 5.09, 5.14 (with respect to any Contracts entered into pursuant to Section 5.14), 5.16, 5.18, 5.19, 5.22 and 5.23 or (d) any equitable relief, including injunctive relief or specific performance, to which any party hereto may be entitled, from and after the Closing, the indemnification for Damages provided in this Article VIII shall be the sole and exclusive remedy of any party hereto with respect to this Agreement, any Other Seller Document or any Other Purchaser Document. Notwithstanding anything to the contrary contained in this Agreement, the indemnification obligations, but not the limitation provisions of this Article VIII, shall apply with respect to the matters referenced in (a) through (d) above. For the avoidance of doubt, any indemnification obligation of Seller and Parent for the matters referenced in (a) through (d) above shall be the joint and several obligation of Seller and Parent.
Exclusivity of Indemnification Remedy. Except for any equitable relief, including injunctive relief or specific performance, to which any party hereto may be entitled, from and after the Closing the indemnification provided in this ARTICLE VIII shall be the sole and exclusive remedy of any party hereto with respect to this Agreement and the Ancillary Agreements, except for rights of set-off as to obligations arising under this Agreement (excluding any obligations arising under the Transition Services Agreement), which the parties hereto hereby establish and acknowledge.
Exclusivity of Indemnification Remedy. From and after the Closing, the indemnification for Damages provided in this Article VII shall be the sole and exclusive remedy of the Parties with respect to this Agreement (but this Section 7.08 shall not apply to or limit the rights or remedies of any third party beneficiary under Section 4.06). Purchaser hereby expressly waives any right to rescind this Agreement.
Exclusivity of Indemnification Remedy. Except for any equitable relief, including injunctive relief or specific performance, to which any party to this Agreement may be entitled, the indemnification provided in this Article VI shall be the sole and exclusive remedy of any party with respect to this Agreement or the transactions contemplated by this Agreement, except with respect to any Losses incurred by any party as a result of fraud on the part of the other party.
Exclusivity of Indemnification Remedy. Except for (a) fraud, (b) agreements to be performed by the parties from and after the Actual Closing Date, (c) covenants of the parties pursuant to Sections 5.02(b), 5.02(c), 5.06, 5.07, 5.08, 5.09, 5.14 (with respect to any Contracts entered into pursuant to Section 5.14), 5.16, 5.18, 5.19, 5.22 and 5.23 or (d) any equitable relief, including injunctive relief or specific performance, to which any party hereto may be entitled, from and after the Actual Closing Date, the indemnification for Damages provided in this Article VIII shall be the sole and exclusive remedy of any party hereto with respect to this Agreement, any Other Seller Document or any Other Purchaser Document.”
Exclusivity of Indemnification Remedy. From and after the Closing, ------------------------------------- the exclusive remedy of (i) the Company for breaches by the Purchaser and (ii) the Purchaser for breaches by the Company, of this Agreement, shall be pursuant to the indemnification provisions set forth in this Section 5. ---------
Exclusivity of Indemnification Remedy. The rights remedies and other remedies provided in Section 9.2 and 9.3 shall be deemed to be the sole and exclusive remedy of the Purchaser and the Seller, respectively, or any of the other Indemnitees for any Damages under the indemnification provisions contained in, and for any breach of, this Agreement and any other Transaction Document and for any and all other claims, liabilities, rights or remedies such Indemnified Persons may have at law or in equity. Notwithstanding the foregoing sentence, the exclusivity provided in the foregoing sentence shall not apply to any remedy sought by the Purchaser for fraud of the Seller or any Representative of the Seller.
Exclusivity of Indemnification Remedy. Except for any equitable relief, including injunctive relief or specific performance, to which any party hereto may be entitled, from and after the Closing, the indemnification for Damages provided in this Article 10 shall be the sole and exclusive remedy of any party hereto with respect to this Agreement, and no party shall be entitled to rescission of the Agreement except that the foregoing will in no way limit the rights of an Indemnified Party for any fraud or intentional misconduct by a party in connection with this Agreement, the documents executed in connection herewith or the transactions contemplated hereby. Additionally, Buyer agrees that in the event the Closing does not occur as a result of any Seller's or the Company's failure to satisfy a pre-closing condition under Section 9.2, including but not limited to any inaccuracy in any representation or warranty or breach of any covenant or condition, the Company shall pay Buyer the sum of $200,000 as liquidated damages, which shall be the sole and exclusive remedy of Buyer, for any and all Buyer claims arising out of, caused by or relating to termination of the Agreement prior to Closing.
Exclusivity of Indemnification Remedy. Except for any equitable relief, including injunctive relief or specific performance, to which any Party hereto may be entitled, from and after the Closing, the indemnification provided in this Article 10 shall be the sole and exclusive remedy of any Party hereto with respect to any breach of a representation, warranty or covenant in this Agreement.
Exclusivity of Indemnification Remedy. Subject to Section 5.2, the remedy provided in this Section 4 shall be deemed to be exclusive of any other rights that the Purchaser or any of the other Indemnitees may have with respect to any of the Transactions, other than with respect to rights to equitable relief. Notwithstanding the preceding sentence, nothing in this Section 4.4 or elsewhere in this Agreement shall limit either party’s liability for fraud or intentional misrepresentation.
