Further Limitations on Indemnification. Notwithstanding the foregoing, the right to indemnication under this Section 10 shall be subject to the following:
Further Limitations on Indemnification. In addition to the limitations on Indemnification set forth in Section 1(b) above, the Company shall not be obligated pursuant to this Agreement:
Further Limitations on Indemnification. (a) Following the Closing, except with respect (i) to matters covered by Section 1.5, Section 1.6 and Section 4.27 and (ii) breaches of the representations and warranties set forth in Sections 10.15 and 10.16, in each case, the rights of the parties under Section 4.15(d), this Article VIII, Article IX and Section 10.9 will be the exclusive remedy of the parties with respect to any claims (other than claims arising from fraud) a party may have against the other party or such other party’s Affiliates or Representatives or the Financing Sources under, relating to or in connection with this Agreement and the transactions contemplated hereby. Nothing in this Section 8.7 shall limit or modify any rights of either party to seek or obtain specific performance or specific enforcement of, or other injunctive or equitable relief in respect of, any provision of this Agreement, or to seek any remedy on account of any Person’s fraudulent conduct.
Further Limitations on Indemnification. (a) Following the Closing, except with respect to matters covered by Article II, the rights of the parties under Article VII, this Article IX and Section 10.6 will be the exclusive remedy of the parties with respect to any claims a party may have against the other party or such other party’s Affiliates or Representatives under, relating to or in connection with this Agreement and the transactions contemplated hereby. Nothing in this Section 9.6 shall limit or modify any rights of either party to seek or obtain specific performance or specific enforcement of, or other injunctive or equitable relief in respect of, any provision of this Agreement.
Further Limitations on Indemnification. 54 10.8 Issuance of Parent Indemnity Shares to Satisfy Claims for Damages. . . . . . . . . 55
Further Limitations on Indemnification. (a) The rights of the parties under Section 4.25 and Article VIII and Article IX will be the exclusive remedy of the parties with respect to breaches of representations, warranties, covenants or agreements contained in or made pursuant to this Agreement.
Further Limitations on Indemnification. (a) Following the Closing, except with respect to matters covered by Section 1.5, the rights of the parties under Sections 8.2 and 8.3 (and under Article IX) will be the exclusive remedy of the parties (and the Transferred Companies) with respect to any claims a party may have against the other party or such other party’s Affiliates under, relating to or in connection with this Agreement and the transactions contemplated hereby, and except with respect to the matters covered by Section 1.5, or for the obligations of Parent under Section 8.2 (and under Article IX), Parent shall have no liability to Buyer or its Affiliates under, relating to or in connection with this Agreement or the transactions contemplated hereby; provided, however, that nothing in this Section 8.7 limits or modifies any rights of either party to seek specific performance or specific enforcement of, or other injunctive or equitable relief in respect of, any express provision of this Agreement.
Further Limitations on Indemnification. Notwithstanding any other provision of this Agreement to the contrary, no loss, claim, damage, expense or liability of any type shall constitute Damages under this Article 9 to the extent that the Purchaser, the Company or any of its Subsidiaries exercise and recover indemnification or other remedies under Contracts of the Company or any of its Subsidiaries then in effect with respect to such loss, claim, damage, expense or other liability, including pursuant to the procedures set forth in Section 6.18 (Insurance). Notwithstanding any other provision of this Agreement to the contrary, to the extent that the amount of any loss, claim, damage, expense or liability of any type is included in the calculation of the Closing Date Net Working Capital set forth in the Closing Statement (as finally determined pursuant to Section 2.6), such amount associated with such loss, claim, damage, expense or liability shall not also constitute Damages under this Article 9 to the extent its inclusion in Damages would constitute a duplication of such a loss, claim, damage, expense or liability.
Further Limitations on Indemnification. Notwithstanding the foregoing, the right to indemnification under this Section 7 shall be subject to the following: (a) No Target Stockholder shall have liability under Section 7.2 except to the extent that the Damages exceed $400,000 in the aggregate for all Target Stockholders, in which event Target Stockholders shall be liable only to the extent the aggregate Damages exceed $400,000, subject to the provisions of this Section 7.
Further Limitations on Indemnification. The amount of any Damages for which indemnification is provided under this ARTICLE X shall be net of any amounts (a) actually recovered by the Indemnified Party under insurance policies with respect to such Damages; provided, however, that the Indemnified Party shall not be required to seek recovery under such policies; and (b) where the Purchaser is the Indemnified Party, actually recovered by the Purchaser and/or the Surviving Corporation under the indemnity or contribution agreements set forth on Section 10.8 of the Company Disclosure Schedule with respect to such Damages. Where the Purchaser is the Indemnified Party, it shall use its commercially reasonable efforts to pursue recovery under the agreements set forth in clause (b) above (to the extent indemnification is reasonably available thereunder for such Damages).
