Common use of Indemnification as Sole Remedy Clause in Contracts

Indemnification as Sole Remedy. Following the Closing, except as set forth in Section 2.11(b) (Post-Closing Adjustment), Section 6.1 (Agreements Regarding Tax Matters), and Section 10.12 (Specific Performance), the indemnification provided for in this Article IX shall be the sole and exclusive remedy and recourse of the Indemnified Parties for any breach of this Agreement. Notwithstanding the foregoing sentence, (a) in the case of Actual Fraud of any Person other than the Company, the Indemnified Parties, as applicable, shall have all remedies available under this Agreement or otherwise at Law with respect to such Person without giving effect to any of the limitations or waivers contained herein and (b) nothing herein shall limit any Party’s right to seek and obtain equitable remedies with respect to any covenant or agreement contained in this Agreement.

Indemnification as Sole Remedy. Following the Closing, except as set forth in Section 2.11(b) (Post-Closing Adjustment), Section 6.1 5.1 (Agreements Regarding Tax Matters), Section 5.16 (Registration and Certain Other Rights) and Section 10.12 8.12 (Specific Performance), the indemnification provided for in this Article IX VII and the right to recover under the R&W Insurance Policy shall be the sole and exclusive remedy and recourse of the Indemnified Parties for any breach of this Agreement. Notwithstanding the foregoing sentenceor anything else in this Agreement to the contrary, (a) in the case of Actual Fraud of any Person other than the Companyfraud, the Purchaser Indemnified Parties, as applicable, shall have all remedies available under this Agreement or otherwise at Law with respect to such Person without giving effect to any of the limitations or waivers contained herein herein, and (b) nothing herein shall limit any Party’s right to seek and obtain equitable remedies with respect to any covenant or agreement contained in this Agreementany Transaction Document.

Indemnification as Sole Remedy. Following the Closing, except as set forth in Section 2.11(b) (Post-Closing Adjustment), Section 6.1 (Agreements Regarding Tax Matters), and Section 10.12 (Specific Performance), the indemnification provided for in this Article IX shall be the sole and exclusive remedy and recourse of the Indemnified Parties for any breach of this Agreement. Notwithstanding the foregoing sentenceor anything else in this Agreement to the contrary, (a) in the case of Actual Fraud of any Person other than the an Acquired Company, the Indemnified Parties, as applicable, shall have all remedies available under this Agreement or otherwise at Law with respect to such Person without giving effect to any of the limitations or waivers contained herein herein, and (b) nothing herein shall limit any Party’s right to seek and obtain equitable remedies with respect to any covenant or agreement contained in this Agreement or any Ancillary Agreement.

Indemnification as Sole Remedy. Following the Closing, except as set forth in Section 2.11(b1.8(b) (Post-Closing Adjustment), Section 6.1 5.6(j)(i) (Agreements Regarding Registration Statement Indemnification), Section 5.8 (Tax Matters), and Section 10.12 11.10 (Remedies; Specific Performance), ) the indemnification provided for in this Article IX Section 9 shall be the sole and exclusive remedy and recourse of the Indemnified Parties for any breach of this Agreement. Notwithstanding the foregoing sentenceor anything else in this Agreement to the contrary, (a) in the case of Actual Fraud of any Person other than the Companyfraud, the Indemnified PartiesIndemnitees, as applicable, shall have all remedies available under this Agreement or otherwise at Law with respect to such Person without giving effect to any of the limitations or waivers contained herein herein, and (b) nothing herein shall limit any Partyparty’s right to seek and obtain equitable remedies with respect to any covenant or agreement contained in this Agreement or any Ancillary Agreement.