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 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. 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. 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 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. 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. Except in the case of actual fraud (as to which none of the limitations set forth in this ARTICLE 10 will apply), and subject to Section 13.2, from and after the Closing, the rights of any Purchaser Indemnitee under this ARTICLE 10 or ARTICLE 11 will be the sole and exclusive remedy of such Purchaser Indemnitee 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 10 or ARTICLE 11; provided, however, that the provisions of this Section 10.7 shall not prevent or limit the rights of the Parties with respect to Section 2.4.
Exclusivity of Indemnity. After the Closing, the rights of an Indemnified Party under this Article IX shall be the sole and exclusive remedy of such Indemnified Party with respect to all contract claims under 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, except in the case of actual fraud or claims for specific performance of covenants. All representations and warranties set forth in this Agreement are contractual in nature only and subject to the sole and exclusive remedies set forth in this Article IX. Each of the Seller and the Purchaser expressly waives, releases and agrees not to make any claim against the other, or any of their respective Affiliates, except for indemnification claims made pursuant to this Article IX, or for any equitable relief pursuant to Section 12.10; provided, however, that the foregoing shall in no way limit Purchaser’s rights with respect to or under the R&W Insurance Policy. Notwithstanding the foregoing, nothing in this Article IX shall limit the operation of Section 2.8. Furthermore, the Parties acknowledge and agree that, except in the case of actual fraud:
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.
