Indemnification Exclusive Clause Samples
The "Indemnification Exclusive" clause establishes that indemnification is the sole remedy available for certain types of claims or losses specified in the contract. In practice, this means that if a party suffers damages or faces third-party claims covered by the indemnification provisions, they cannot seek additional remedies such as direct damages or specific performance for those issues. This clause is designed to limit the parties' liability exposure and provide clarity by channeling all related disputes or losses through the indemnification process, thereby preventing overlapping or duplicative claims.
Indemnification Exclusive. The foregoing indemnification provisions are exclusive, and in lieu of any statutory, equitable or common law remedy any party may have for breach of representation, warranty, covenant or agreement, all of which are hereby irrevocably waived and relinquished to the maximum legal effect.
Indemnification Exclusive. The foregoing indemnification provisions are the sole and exclusive remedy for any third-party claim of Intellectual Property infringement, misappropriation or violation.
Indemnification Exclusive. Except as provided herein, the foregoing indemnification provisions shall be the sole and exclusive remedy after the Closing Date for money damages available to Purchaser for breach of any representations, warranties or covenants contained herein, but shall not limit any other remedy to which Purchaser may be entitled. Nothing in this Agreement shall be construed as limiting in any way the remedies that may be available to Purchaser in the event of fraud relating to the representations, warranties or covenants made by Seller in this Agreement.
Indemnification Exclusive. The foregoing indemnification provisions are exclusive and sever the right to any other remedies the Parties may have at law or otherwise for breach of warranty or failure to fulfill any agreement or covenant hereunder (including without limitation, tort, warranty against defects (kashitanpo sekinin), breach of agreements and unjust enrichment): provided that a Party may be entitled to statutory injunctive relief (sashiosae) and specific performance (tokutei rikou) where available.
Indemnification Exclusive. Except in the case of actual fraud (intentional misrepresentation of a material fact reasonably relied upon by the Claimant), indemnification pursuant to Sections 10.1 or 10.2, subject to all terms, conditions and limitations provided for in this Section 10, shall be the sole and exclusive remedy of the parties hereto or the other parties named as beneficiaries of Sections 10.1 or 10.2 for monetary damages with respect to any claims arising from, under or with respect to this Agreement, the transactions contemplated herein or the matters subject to indemnification hereunder.
Indemnification Exclusive. The foregoing indemnification ------------------------- provisions shall be the exclusive remedies any party may have for any breach of representation, warranty, covenant or agreement or any other claims arising out of this Agreement or the transactions contemplated hereby, except as provided in the Transition Agreement. Nothing contained in this Section 9.6 shall prevent Purchaser from pursuing remedies in its fiduciary capacity.
Indemnification Exclusive. Purchaser and Seller agree that the rights to indemnification and to be held harmless set forth in this Article IX shall, except as provided in Section 2.13(d), in the proviso below and as otherwise required by law, be exclusive of all rights to indemnification and to be held harmless in connection with the matters described in this Article that the parties would otherwise have; provided, that any separate indemnification provisions contained in any Related Agreement shall operate irrespective of and independent from the provisions of Section 2.13(d) and this Article IX.
Indemnification Exclusive. The parties hereto acknowledge agree that, from and after the Closing, the sole and exclusive remedy with respect to any and all Claims relating to the subject matter of this Agreement and the transactions contemplated hereby (other than the Sub-Lease) shall be pursuant to Article V hereof.
Indemnification Exclusive. In the event of a breach of this Agreement by an Indemnifying Party, including the breach by the Indemnifying Party of any representation or warranty made in this Agreement by the Indemnifying Party or the failure of the Indemnifying Party to perform any obligations to be performed by the Indemnifying Party pursuant to this Agreement, the remedies of the Indemnitee, and the procedures to be followed by the Indemnitee shall be solely and exclusively specified in this Article V.
Indemnification Exclusive. Following the Closing, the indemnification provisions of this Section 8 shall be the exclusive remedy for any breach of any representation, warranty, covenant or agreement made in this Agreement.