Common use of Indemnification as Sole Remedy Clause in Contracts

Indemnification as Sole Remedy. 7.7.1. The Parties have agreed to enter into this Agreement on the basis that the sole and exclusive remedy of the Purchaser hereunder in respect of Inaccuracy of Seller’s Representations and Warranties shall be the right to be indemnified by the Seller pursuant to the definition of Damages and to the other terms, conditions, limitations and qualifications set forth in this Clause. 7.7.2. The Parties acknowledge and agree that the rights and remedies contemplated in this Agreement shall replace in their entirety the provisions addressing liability of a seller with respect to obligations under purchase and sale or other agreements set forth in the Spanish Civil Code, the Commercial Code, and otherwise under the Laws of Spain. Therefore, the Purchaser expressly waives, in the broadest terms admissible by law, to (i) any claim against the Seller for any error, hidden defects (vicios ocultos) under the Spanish Civil Code, non-compliance or invalid consent (vicio del consentimiento) or (ii) to terminate, resolve (under article 1,124 if the Spanish Civil Code or any other) or rescind the Agreement. For the avoidance of doubt, the foregoing shall not be applicable in any case in the event of eviction (evicción), fraud or willful misconduct (dolo), in which case the Purchaser reserves its right to the remedies available to it under Spanish Law. 7.7.3. The Purchaser waives (i) any rights to terminate the Agreement due to an Inaccuracy of the Seller’s Representations and Warranties, an aliud pro alio, or invalid consent (vicio del consentimiento) , (ii) any non-contractual liability (responsabilidad extracontractual) arising out of or in connection with this Agreement (including in respect of any non-contractual obligations arising out of the negotiation of this Agreement), and (iii) any rights to make any claim in connection with this Agreement against (a) any Affiliate of the Seller, (b) the current or former directors, representatives, employees, or advisors of the Seller or any Affiliate of the Seller, or (c) any other person other than the Seller.