Common use of Exclusivity of Indemnification Remedy Clause in Contracts

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, 5.12 (with respect to Contracts entered into pursuant to Section 5.12), 5.14, 5.15, 5.17, 5.19 and 5.22 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 (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, 5.12 5.08, 5.09, 5.14 (with respect to any Contracts entered into pursuant to Section 5.125.14), 5.145.16, 5.155.18, 5.175.19, 5.19 5.22 and 5.22 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.