Common use of Further Limitations on Indemnification Clause in Contracts

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. (b) In the event that an Indemnifying Party is obligated to indemnify an Indemnified Party pursuant to this Article VIII, the Indemnifying Party will, upon payment of such indemnity, be subrogated to all rights of the Indemnified Party with respect to claims to which such indemnification relates. (c) Notwithstanding anything to the contrary herein, (i) other than with respect to the survival of the representations or warranties set forth in Section 2.7, this Article VIII shall have no application with respect to indemnification for Taxes, which shall otherwise be covered exclusively by Sections 9.1 and 9.2 and (ii) nothing in this Article VIII shall limit the rights or remedies of any Person under this Agreement based upon or in connection with fraud, intentional misrepresentation or willful misconduct.

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 Sections 8.2 Section 4.15(d), this Article VIII, Article IX and 8.3 (and under Article IX) Section 10.9 will be the exclusive remedy of the parties (and the Transferred Companies) 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, 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 . Nothing in this Section 8.7 limits shall limit or modifies 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 express provision of this Agreement, or to seek any remedy on account of any Person’s fraudulent conduct. (b) Buyer, on behalf of itself and its Affiliates (including, from and after the Closing, the Transferred Companies) and its and their respective Representatives, effective upon Closing, to the maximum extent permitted by applicable Legal Requirements, hereby waives and releases Parent and its Affiliates (other than the Transferred Companies) and its and their respective Representatives from any statutory or other rights of contribution or indemnity (except as set forth in Section 1.5, Section 1.6, this Article VIII, Article IX and Section 10.9 and claims and causes of action arising from fraud and claims or causes of action with respect to any breach of any covenant or agreement to be performed after the Closing) with respect to Parent’s ownership of the Shares, the Subsidiary Shares, the Minority Interests or control or operation of, or otherwise relating to, the Transferred Companies and the Business; provided, however, that Buyer is not releasing any claims related to the enforcement of this Agreement. Buyer consents to the execution by the Transferred Companies prior to or at the Closing of an instrument by which they agree to be bound by the provisions of (and in any event waive and release those matters specified in) this Section 8.7(b) to the maximum extent permitted by applicable Legal Requirements. Buyer will take (and will cause the Transferred Companies to take) such actions following the Closing as Parent shall reasonably require (including the taking of corporate action and the execution of instruments and confirmatory documentation) in order to implement and give effect to the provisions of this Section 8.7(b). (c) In the event that an Indemnifying Party is obligated to indemnify an Indemnified Party pursuant to this Article VIII, the Indemnifying Party will, upon payment of such indemnity, be subrogated to all rights of the Indemnified Party with respect to claims to which such indemnification relates, except to the extent such subrogation would reasonably be expected to materially and adversely affect Buyer’s ongoing or future business. (cd) Except (i) for the rights and remedies in respect of this Agreement and the Ancillary Documents, (ii) with regard to those items listed on Schedule 4.10 of the Disclosure Letter or (iii), with respect to any director, officer or employee of a Transferred Company, in order to recover compensation paid to such director, officer or employee for any breaches or violations of the Rockwood Code of Business Conduct and Ethics or similar policies, effective upon the Closing, Parent on behalf of itself and its Affiliates (including Parent Guarantor and Sellers, but excluding the Transferred Companies) hereby fully, finally and forever releases, discharges and covenants not to xxx and otherwise agrees not to enforce any claim, cause of action, right, title or interest against, any Transferred Company and each director, officer and employee of each Transferred Company and their respective successors and permitted assigns (collectively, the “Released Persons”), with respect to any and all claims, debts, covenants, agreements, obligations, liabilities, actions or demands of any kind or character, based upon any fact or circumstance, whether known or unknown, suspected or unsuspected, which presently exists or has ever existed in the past, that any of Parent, or its Affiliates (including the Sellers) have or may have in any manner whatsoever, either singly or jointly with others against any of the Released Persons. (e) Notwithstanding anything to the contrary herein, (i) other than with respect to the survival of the representations or warranties set forth in Section 2.7, this Article VIII shall have no application with respect to indemnification for Taxes, which shall otherwise be covered exclusively by Sections 9.1 and 9.2 and (ii) nothing in this Article VIII shall limit the rights or remedies of any Person under this Agreement based upon or in connection with fraud, intentional misrepresentation or willful misconduct9.2.

Further Limitations on Indemnification. (a) Following the Closing, except with respect to matters covered by Section 1.5Article II, the rights of the parties under Sections 8.2 Article VII, this Article IX and 8.3 (and under Article IX) Section 10.6 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 or Representatives 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 . Nothing in this Section 8.7 limits 9.6 shall limit or modifies 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 express provision of this Agreement. (b) In no event shall Contributor’s or the Acquirer Parties’ aggregate liability arising under this Article IX exceed the amount equal to the aggregate proceeds received by Contributor pursuant to this Agreement. (c) Acquirer, on behalf of itself and its Affiliates (including Acquirer Sub and, from and after the Closing, the Midstream Entities) and its and their respective Representatives, effective upon Closing, to the maximum extent permitted by applicable law, hereby waives and releases Contributor and its Affiliates (other than the Midstream Entities) and its and their respective Representatives from any statutory or other rights of contribution or indemnity (except as set forth in this Article IX and Section 10.6 and claims or causes of action with respect to any breach of any covenant or agreement to be performed after the Closing) with respect to Contributor’s ownership of the Midstream Entities or control or operation of, or otherwise relating to, the Midstream Business; provided, however, that Acquirer is not releasing any claims related to the enforcement of this Agreement. Acquirer consents to the execution by the Midstream Entities prior to or at the Closing of an instrument by which they agree to be bound by the provisions of (and in any event waive and release those matters specified in) this Section 9.6(c) to the maximum extent permitted by applicable Law. Acquirer will take (and will cause the Midstream Entities to take) such actions following the Closing as Contributor shall reasonably require (including the taking of corporate action and the execution of instruments and confirmatory documentation) in order to implement and give effect to the provisions of this Section 9.6(c). (d) No Indemnified Party will be entitled to recover indirect, special, consequential, incidental, punitive or business interruption damages, or lost revenues, profits, cost savings or synergies pursuant to this Article IX, whether based on contract, tort, strict liability, other law or otherwise and whether or not arising from the other Party’s sole, joint or concurrent negligence, strict liability or other fault, except to the extent such damages are actually paid by the Indemnified Party to a third Person pursuant to a final, non-appealable Order or settlement in any Third-Party Claim for which the Indemnified Party is entitled to indemnification hereunder. (e) In the event that an Indemnifying Party is obligated to indemnify an Indemnified Party pursuant to this Article VIIIIX, the Indemnifying Party will, upon payment of such indemnity, be subrogated to all rights of the Indemnified Party with respect to claims to which such indemnification relates. (cf) Notwithstanding anything Upon notice by Contributor to Acquirer, Contributor shall have the contrary herein, (iright to offset all or any portion of any amounts owed by Acquirer to Contributor pursuant to Section 2.4(d) or any other than provision of this Agreement that is not paid by Acquirer in accordance with respect the terms of this Agreement against any amounts to the survival of the representations or warranties set forth which any Acquirer Indemnitee becomes entitled to payment in Section 2.7, accordance with this Article VIII IX. The foregoing right of offset shall have no application with respect not be the sole or exclusive right or remedy of Contributor to indemnification for Taxes, which shall otherwise be covered exclusively by Sections 9.1 and 9.2 and (ii) nothing in this Article VIII shall limit enforce the rights or remedies of any Person Contributor under this Agreement based upon or in connection with fraud, intentional misrepresentation or willful misconductAgreement.

Further Limitations on Indemnification. (a) Following the Closing, except with respect to matters covered by Section 1.5, the The rights of the parties under Sections 8.2 and 8.3 (and under 66 59 Section 10.10 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. Buyer, on behalf of itself and its Affiliates (and, from and after the Closing, the Companies) (and the Transferred Companiestheir shareholders, managers, officers, directors, employees and agents), hereby (i) waives and releases Seller and its Affiliates (and their shareholders, managers, officers, directors, employees and agents) from any statutory or other rights of contribution or indemnity (except as set forth in Section 8.2 and Section 9.1) with respect to any Seller's ownership of the Shares or operation of, or otherwise relating to, the Companies and their business, and (ii) waives and releases all rights of subrogation with respect to claims a party relating thereto. Buyer consents to the execution by the Companies of an instrument by which they agree to be bound by the provisions of (and waives and releases those matters specified in) this Section 8.8(a) and releases all claims they may have against officers and directors of 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 Companies 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 periods prior 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 AgreementClosing. (b) In the event that an Indemnifying Party is obligated to indemnify an Indemnified Party pursuant to this Article VIII, the Indemnifying Party will, upon payment of such indemnity, be subrogated to all rights of the Indemnified Party with respect to claims to which such indemnification relates. (c) Notwithstanding anything to the contrary herein, (i) other than with respect to the survival of the representations or warranties set forth in Section 2.7, this Article VIII shall have no application with respect to indemnification for Income Taxes, which shall otherwise be covered exclusively by Sections 9.1 and 9.2 and (ii) nothing in this Section 9.1. This Article VIII shall limit the rights or remedies of any Person under this Agreement based upon or in connection with fraudshall, intentional misrepresentation or willful misconduct.however, apply to indemnification for liabilities for Taxes other than Income Taxes. 67 60