Exclusivity of Indemnity. The indemnification provided in Section 11.2 shall be the sole and exclusive remedy after the Closing Date for damages available to the parties to this Agreement for breach of any of the representations, warranties, covenants and agreements contained in this Agreement or in any certificate delivered pursuant to this Agreement or any right, claim or action arising from the transactions contemplated by this Agreement, other than for fraud and other than for breaches of the representations, warranties and covenants contained in the Ancillary Documents. For the avoidance of doubt, the limitations on indemnification and recovery in this Agreement shall not be applicable to the Ancillary Documents. The Buyer Indemnified Parties expressly waive, release and agree not to make any claim against the Sellers’ Representative or any Member, except for indemnification claims made against the Sellers’ Representative pursuant to Section 11.2, for the recovery of any costs or damages, whether directly or by way of contribution, or for any other relief whatsoever, under any applicable Laws, whether now existing or applicable or hereinafter enacted or applicable (including claims for breach of contract, failure of disclosure, tortious wrongdoing or violation of environmental or other securities Laws).
Exclusivity of Indemnity. Except in the event the Buyer is seeking equitable relief or liquidated damages pursuant to Section 6.13 or in the case of fraud (for which liability shall be governed by applicable law), the indemnification provided in this Article 10 and the Tax indemnification provided in Article 11 shall be the sole and exclusive remedy after the Closing Date for damages available to the parties to this Agreement for breach of any of the representations, warranties, covenants and agreements contained herein or any right, claim or action arising from the transactions contemplated hereby. Except in the event the Buyer is seeking equitable relief or liquidated damages pursuant to Section 6.13 or in the case of fraud (for which liability shall be governed by applicable law), the Buyer expressly waives, releases and agrees not to make any claim against the Sellers, except for indemnification claims made pursuant to this Article 10 or Article 11, for the recovery of any costs or damages, whether directly or by way of contribution, or for any other relief whatsoever, under any applicable Laws, whether now existing or applicable or hereinafter enacted or applicable (including claims for breach of contract or failure of disclosure).
Exclusivity of Indemnity. The indemnification provided in this Article 15 shall be the sole and exclusive remedy after the Closing Date for damages available to the Parties to this Agreement for breach of any of the representations, warranties, covenants and agreements contained herein or any right, claim or action arising from the transactions contemplated hereby with respect to the Projects and Project Companies, except for those arising out of fraud or criminal conduct. Each Party expressly waives, releases and agrees not to make any claim against the other Party, except for indemnification claims made pursuant to this Article 15, for the recovery of any costs or damages, whether directly or by way of contribution, or for any other relief whatsoever, under any applicable Laws, whether now existing or applicable or hereinafter enacted or applicable (including claims for breach of contract, failure of disclosure, tortious wrong or violation of securities Laws or Environmental Laws), except for those arising out of fraud or criminal conduct.
Exclusivity of Indemnity. Except in the case of actual fraud (as to which none of the limitations set forth in this Article 9 will apply), from and after the Closing, the rights of any Indemnified Party under this Article 9 will be the sole and exclusive remedy of such Indemnified Party for monetary damages with respect to claims for breach or inaccuracy of any of the representations, or warranties, or breach of any of the covenants and agreements, in each case, that are indemnifiable under this Article 9.
Exclusivity of Indemnity. The indemnification provided in this Article VIII shall be the sole and exclusive remedy after the applicable Closing Date for damages available to the Parties to this Agreement for breach of any of the representations, warranties, covenants and agreements contained herein or any right, claim or action arising from the transactions contemplated hereby, except for those arising out of fraud or criminal conduct. Each Party expressly waives, releases and agrees not to make any claim against the other Party, except for indemnification claims made pursuant to this Article VIII, for the recovery of any costs or damages, whether directly or by way of contribution, or for any other relief whatsoever, under any applicable Laws, whether now existing or applicable or hereinafter enacted or applicable (including claims for breach of contract, failure of disclosure, tortious wrong or violation of securities Laws or Environmental Laws), except for those arising out of fraud or criminal conduct.
Exclusivity of Indemnity. The indemnification provided in Section 11.2 shall be the sole and exclusive remedy after the Closing Date for damages available to the parties to this Agreement for breach of any of the representations, warranties, covenants and agreements contained in this Agreement or in any certificate delivered pursuant to this Agreement or any right, claim or action arising from the transactions contemplated by this Agreement, other than for fraud. The Buyer Indemnified Parties expressly waive, release and agree not to make any claim against the Indemnity Escrow Fund, except for indemnification claims made pursuant to Section 11.2, for the recovery of any costs or damages, whether directly or by way of contribution, or for any other relief whatsoever, under any applicable Laws, whether now existing or applicable or hereinafter enacted or applicable (including claims for breach of contract, failure of disclosure, tortious wrongdoing or violation of environmental or other securities Laws).
Exclusivity of Indemnity. If Closing occurs, excluding claims for the breach by any Party of Other Obligations, the indemnification provided in this ARTICLE IX (subject in all events to Section 9.1 and Section 9.5 above) shall be the sole and exclusive remedy after the Closing Date for damages available to the Parties to this Agreement for breach of any of the representations, warranties, covenants and agreements contained in this Agreement or (ii) any other right, claim or action arising from the transactions contemplated hereby which survive Closing. If Closing occurs, Seller and the Purchasers expressly waive, release and agree not to make any claim against the other Party (except for indemnification claims made pursuant to this ARTICLE IX and claims for breach of Other Obligations), for the recovery of any costs or damages, whether directly or by way of contribution, or for any other relief whatsoever, under any applicable Requirements of Law, whether now existing or applicable or hereinafter enacted or applicable (including claims for breach of contract, failure of disclosure, tortious wrong or violation of securities laws) arising from transactions contemplated by this Agreement. As used herein, “Other Obligations” shall mean the obligations under Section 2.6, Section 2.7, Section 3.1(d), Section 7.1, Section 7.3, Section 10.11, Section 10.13, Section 10.14 and Section 10.15 of this Agreement and the obligations under the Closing Documents. 9.6
Exclusivity of Indemnity. The indemnification provided in this Article VIII shall be the sole and exclusive remedy after the 1st Closing Date and the 2nd Closing Date for damages available to the parties to this Agreement for breach of any of the representations, warranties, covenants and agreements contained herein or any right, claim or action arising from the transactions contemplated hereby that were by their terms to have been effected as of the 1st Closing Date or the 2nd Closing Date, respectively.
Exclusivity of Indemnity. Subject to the provisions of Sections 2.4, the indemnification provided in this Article VIII shall be the sole and exclusive remedy after the Closing Date for Losses available to the Buyer Indemnified Parties and the Seller Indemnified Parties under this Agreement for misrepresentation or breach of any of the representations, warranties, covenants and agreements contained herein or in any other certificate delivered by the Parties pursuant hereto or any right, claim or action arising under, out of or relating to this Agreement, the negotiation or execution thereof, or the Transactions. Effective as of the Closing, each Party expressly waives, releases and agrees not to make any claim against Seller or its Affiliates, in the case of Buyer, or Buyer or its Affiliates, in the case of any member of the Seller Group, except for indemnification claims made pursuant to this Article VIII, for the recovery of any costs or damages, whether directly or by way of contribution, or for any other relief whatsoever, under any applicable Laws, whether now existing or applicable or hereinafter enacted or applicable (including claims for breach of contract, failure of disclosure, tortious wrong or violation of securities Laws), provided, that, no Party shall be relieved or released from any liabilities or damages for Fraud. For the avoidance of doubt, following the Closing, nothing in this Agreement will limit any remedies available to a Party under the JV LLC Agreement, the JV Letter Agreement or the Newco LLC Agreement after the Closing. This Section 8.7 shall survive the Closing indefinitely.
Exclusivity of Indemnity. (a) Except as set forth in Section 8.7(c), the indemnification provided in this Article 8 and the Indemnity Escrow Agreement shall be the sole and exclusive remedy after the Closing Date for damages available to the parties to this Agreement for breach of any of the representations, warranties, covenants and agreements contained herein. It is understood and agreed, however, that no adjustment to the consideration payable to the Transferors pursuant to Article 2 hereof shall be paid out of the Escrow Fund.
(b) Each of the parties acknowledges and agrees that, if the Closing occurs, for purposes of this Article 8 and for of determining whether there has been an inaccuracy in, or breach of, a representation or warranty contained in this Agreement: (i) the inclusion of an item on a Schedule to this Agreement as an exception to a representation or warranty shall be deemed also to be the inclusion of such item as an exception to each other representation or warranty to which such item may reasonably relate, and (ii) any item included as a liability in the calculation of Estimated Closing Working Capital or Closing Working Capital or any item of which the Partnership has Knowledge on or prior to the execution of this Agreement hereof shall be deemed to be included as an exception to each representation or warranty to which such item is applicable.
