Exhaustive Provisions. Except for mandatory law requiring otherwise, in particular Sections 123 and 276 para. 3 BGB, and except as otherwise expressly provided in this Agreement: (a) the provisions set forth in this Clause 8 shall apply instead and to the exclusion of any and all remedies that would otherwise be available to the Purchaser under statutory law in the event of any breach of the Sellers’ Guarantees or, if explicitly referred thereto, any breach or non-fulfilment of any other obligation, covenant or undertaking of the Sellers arising from or relating to this Agreement; and (b) any further liability of the Sellers, their Affiliates and their representatives, employees, directors, agents, officers or advisers and any differing or further rights or claims of the Purchaser other than explicitly provided for in this Agreement, irrespective of their nature or legal basis, are hereby expressly excluded and waived, including any right to rescind (anfechten) or to withdraw (zurücktreten) from this Agreement or to require on whatever legal basis the winding up of the Transactions (Rückabwicklung des Vertrages gleich auf xxxxxxx Rechtsgrundlage, z.B. aufgrund großen Schadensersatzes/Schadensersatzes statt der Leistung), to claim remediation (Nacherfüllung), to reduce (mindern) the Purchase Price payable under this Agreement and/or to claim damages (Schadensersatz) or reimbursement of frustrated expenditure (Ersatz vergeblicher Aufwendungen). The foregoing shall apply in particular, without limitation, to any rights and claims arising from or in connection with (i) defects in quality or title (Sach- oder Rechtsmängel) pursuant to Sections 437 to 441 BGB, (ii) incorrectness of any of the Sellers’ Guarantees or other guarantees, warranties, indemnities or similar undertakings, (iii) breach of any contractual or pre-contractual obligation (culpa in contrahendo), including claims pursuant to Sections 241 para. 2, 311 para. 2 and para. 3 BGB or ancillary obligations (Nebenpflichten) including claims pursuant to Section 280 BGB, (iv) tort, (v) interference with the contractual basis pursuant to Section 313 BGB (Störung der Geschäftsgrundlage). Reference is made to Clause 8.8(b).
Exhaustive Provisions. Subject to mandatory law, in particular sec. 123 or sec. 276 para. 3 BGB, and except as set forth in this Clause 9.1, the provisions set forth in Clauses 9.2 to 9.7 shall be exhaustive and shall apply instead and to the exclusion of any and all remedies available to Purchaser under the law in the event of defects in quality or title (Sach- oder Rechtsmängel) of the Company. Any further liability of the Seller and any differing or further rights or claims of the Purchaser – including without limitation, the right of rescission (Anfechtung) or withdrawal (Rücktritt) – arising from or in connection with defects in quality or title, from incorrectness and violation of any of the Seller’s Guarantees, guarantees or from the breach of any contractual or pre-contractual obligation shall be excluded. This Clause 9.1 shall not, however, apply to any breaches of Clause 11.2 or to claims under any indemnity pursuant to Clause 4.1, and in the event of a breach of Clause 11.2, Purchaser or the Company shall have any remedies available under applicable law.
Exhaustive Provisions. Subject to mandatory law, in particular § 123 or § 276 para. 3 German Civil Code (BGB), other than with respect to claims arising from fraud, intentional behaviour (Vorsatz) and/or wilful misconduct (Arglist) on the part of a Party hereto in connection with the Transaction, the provisions set forth in this Clause 11 shall be exhaustive and shall apply instead and to the exclusion of any and all remedies available to the Purchaser under the law in the event of defects in quality or title (Sach- oder Rechtsmängel) of the Group Companies. Any further liability of the Sellers and any differing or further rights or claims of the Purchaser – including without limitation, the right of rescission (Anfechtung) or withdrawal (Rücktritt) – arising from or in connection with defects in quality or title, from incorrectness of any of the guarantees or from the breach of any contractual or pre-contractual obligation shall be excluded. Nothing in this Clause 11 shall limit any person’s right to seek and obtain any equitable relief to which any person is entitled or to seek any remedy on account of any Party’s fraudulent, criminal or intentional misconduct.
Exhaustive Provisions. Subject to mandatory law, in particular sec. 123 or sec. 276 para. 3 of the German Civil Code (BGB), and except as otherwise expressly provided in this Agreement,
Exhaustive Provisions. Except as expressly provided for otherwise in this Agreement, the remedies provided for in this clause 8 shall be Buyers’ sole remedies. Any additional liability of the Sellers or their representatives for further rights or claims of the Buyer – including without limitation statutory, contractual and pre-contractual obligations (e. g. § 280 to 282, 311 BGB), the right of rescission (Anfechtung) or withdrawal (Rücktritt) – arising from or in connection with defects in quality or title or from a Breach are explicitly excluded. Such exclusion shall not apply in case of fraud (Arglist) or wilful misconduct (Vorsatz) by the Sellers.
Exhaustive Provisions. Subject to sections 1225, 1227 and 1229 of the Civil Code, to the extent permitted by any applicable law the provisions set forth in this Clause 9 shall apply instead and to the exclusion of any and all remedies that would otherwise be available to the Purchaser under the Civil Code or other laws in connection with any Loss triggered by:
