Common use of Indemnification Exclusive Remedy Clause in Contracts

Indemnification Exclusive Remedy. Except for claims or causes of action based on fraud or otherwise as expressly provided herein, indemnification pursuant to the provisions of this Article X shall following the Closing be the exclusive remedy of the parties for any misrepresentation or breach of any warranty or covenant contained herein or in any closing document executed and delivered pursuant to the provisions hereof. Without limiting the generality of the preceding sentence, following the Closing (i) no legal action sounding in contribution, tort or strict liability may be maintained by any party hereto (or a Purchaser Indemnitee or Seller Indemnitee not a party hereto) against any other party hereto with respect to any matter that is the subject of this Article X (including with respect to each of the failure to discharge any Excluded Liability or any Environmental Claim), (ii) Purchaser, for itself and the other Purchaser Indemnitees, hereby waives any and all statutory rights of contribution or indemnification that any of them might otherwise be entitled to under any federal, state or local law, including legal action pursuant to the Comprehensive Environmental Response, Compensation and Liability Act or any analogous state or local law, regulation or ordinance or any similar rules of law embodied in the common law and (iii) the only action which may be asserted by any Purchaser Indemnitee with respect to any Environmental Claim shall be a contract action to enforce, or to recover Damages pursuant to this Article X. Nothing herein contained shall limit Seller's right (although it shall not have any obligation) to pursue (whether separately, simultaneously or in seriatim) recovery under one or more of the insurance policies maintained by Purchaser pursuant to Section 8.7 hereof, Seller's own insurance policies or this Article X. The pursuit of one or more of such remedies by Seller shall not be deemed to be a waiver of the right to pursue any other remedy.

Indemnification Exclusive Remedy. Except for claims or causes of action based on fraud or otherwise as expressly provided hereinfraud, indemnification pursuant to the provisions of this Article X VIII shall following the Closing be the exclusive remedy of the parties for any misrepresentation or breach of any warranty or covenant contained herein or in any closing document executed and delivered pursuant to the provisions hereof. Without limiting the generality of the preceding sentence, following the Closing (i) no legal action sounding in contribution, tort or strict liability may be maintained by any party hereto (or a Purchaser Holdings Indemnitee or Seller Parent Indemnitee not a party hereto) against any other party hereto with respect to any matter that is the subject of this Article X VIII (including with respect to each of the failure to discharge any Excluded Liability or any Environmental Claim), (ii) PurchaserHoldings, for itself and the other Purchaser Holdings Indemnitees, hereby waives any and all statutory rights of contribution or indemnification that any of them might otherwise be entitled to under any federal, state or local law, including legal action pursuant to the Comprehensive Environmental Response, Compensation and Liability Act or any analogous state or local law, regulation or ordinance or any similar rules of law embodied in the common law and (iii) the only action which may be asserted by any Purchaser Holdings Indemnitee with respect to any Environmental Claim shall be a contract action to enforce, or to recover Damages pursuant to this Article X. VIII. Nothing herein contained shall limit SellerParent's right (although it shall not have any obligation) to pursue (whether separately, simultaneously or in seriatim) recovery under one or more of the insurance policies maintained by Purchaser Holdings pursuant to Section 8.7 6.7 hereof, SellerParent's own insurance policies or this Article X. VIII. The pursuit of one or more of such remedies by Seller Parent shall not be deemed to be a waiver of the right to pursue any other remedy. Nothing herein shall limit a Holdings Indemnitee's right to substitution or join Parent or any Subsidiary in any action or proceeding relating to an Excluded Liability.

Indemnification Exclusive Remedy. Except for claims or causes of action based on fraud or otherwise as expressly provided herein, indemnification pursuant (a) Subject to the provisions limitations herein provided and compliance with the procedures set forth in Section 10.3, the Sellers, jointly and severally, hereby agree to indemnify the Purchaser and its officers, directors, affiliates and agents, and any successors thereto (the “Purchaser Indemnitees”) for, and to hold the Purchaser Indemnitees harmless from and against, any damages, losses, liabilities, claims, judgments, arbitration awards, settlement payments, deficiencies (paid by the Company or the Purchaser or any of this Article X shall following Purchaser’s affiliates for settlements made in the Closing be the exclusive remedy reasonable judgment of such Persons), fines, penalties, interest, payments, costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) (“Damages”) incurred or suffered as a result of or arising out of the parties for any misrepresentation or breach of any warranty or covenant contained herein or in any closing document executed and delivered pursuant to the provisions hereof. Without limiting the generality of the preceding sentence, following the Closing (i) no legal action sounding unfulfillment of or failure to perform any covenant or agreement on the part of any Seller contained in contribution, tort this Agreement or strict liability may be maintained by any party hereto (or a Purchaser Indemnitee or Seller Indemnitee not a party hereto) against any other party hereto with respect Transaction Document to any matter that which he is the subject of this Article X (including with respect to each of the failure to discharge any Excluded Liability or any Environmental Claim)a party, Employment Agreement and (ii) Purchaser, for itself and the other Purchaser Indemnitees, hereby waives failure of any and all statutory rights of contribution representation or indemnification that warranty made by any of them might otherwise be entitled to under any federal, state or local law, including legal action pursuant to the Comprehensive Environmental Response, Compensation and Liability Act Seller in this Agreement or any analogous state or local lawother Transaction Document to which he is a party to be true and correct as of the Closing Date, regulation or ordinance or any similar rules of law embodied in the common law and (iii) any events, occurrences or conditions relating to the only action which may Company or the Company Property in respect of all periods prior to the Closing Date; provided, however, that the liability of the Sellers hereunder shall not exceed an amount equal to the Purchase Price, plus the amount of the assumed liabilities in respect of the Company Property. (b) Subject to compliance with the procedures set forth in Section 10.3, the Purchaser hereby agrees to indemnify the Sellers for, and hold the Sellers harmless from and against, Damages incurred or suffered as a result of or arising out of the failure of any representation or warranty made by the Purchaser in this Agreement to be asserted true and correct as of the Closing Date; provided, however, that the liability of the Purchaser hereunder shall not exceed the Purchase Price. (c) Notwithstanding anything in this Section 10.2 to the contrary, the Sellers, jointly and severally, shall indemnify the Purchaser Indemnitees for, and hold the Purchaser Indemnitees harmless from and against, Damages incurred or suffered by the Purchaser Indemnitees, the Company or any Purchaser Indemnitee with respect of them as a result of any judgment, injunction, arbitration award, settlement or other resolution of the claims and counterclaims relating to the litigation entitled General Electric Company vs. Power Systems Mfg., LLC, and any Environmental Claim shall be a contract action appeals thereof and any other litigation resulting therefrom, to enforcethe extent that such Damages exceed $3,000,000 in the aggregate, or to recover Damages pursuant to this Article X. Nothing herein contained shall limit Seller's right (although it shall not have the extent any obligation) to pursue (whether separatelyinjunction results in costs, simultaneously loss of revenue, or in seriatim) recovery under one or more of the insurance policies maintained by Purchaser pursuant to Section 8.7 hereof, Seller's own insurance policies or this Article X. The pursuit of one or more of such remedies by Seller shall not be deemed to be a waiver of the right to pursue any other remedydamages exceeding $3,000,000.

Indemnification Exclusive Remedy. Except (a) If the Closing occurs, then, except for claims or causes of action remedies based on upon fraud or otherwise as expressly and except for equitable remedies and subject to Section 6.9(c), the remedies provided herein, indemnification pursuant to the provisions of in this Article X VI and the Escrow Agreement shall following constitute the Closing be the sole and exclusive remedy of remedies for recovery against the parties for any misrepresentation or breach of any warranty or covenant contained herein or in any closing document executed and delivered pursuant to the provisions hereof. Without limiting the generality of the preceding sentence, following the Closing (i) no legal action sounding in contribution, tort or strict liability may be maintained by any party hereto (or a Purchaser Indemnitee or Seller Indemnitee not a party hereto) against any other party hereto with respect to any matter that is claims arising pursuant to this Agreement or the other Transaction Documents. (b) Further, except for remedies based upon fraud and except for equitable remedies and subject to Section 6.9(c), if the Closing occurs, then the sole recourse of this Article X (including the Purchaser Indemnified Parties against the Company with respect to each of claims against the failure Company arising pursuant to discharge any Excluded Liability this Agreement or any Environmental Claim), (ii) Purchaser, for itself and the other Purchaser IndemniteesTransaction Documents shall be (subject to Section 6.9(a) hereof) their respective rights and remedies under the last sentence of Section 6.2(c) hereof, hereby waives any rights and all statutory rights remedies of contribution set-off or indemnification that any of them might otherwise be entitled to reduction (or similar rights) they may have under any federal, state or local Law (including common law, including legal action pursuant to the Comprehensive Environmental Response, Compensation and Liability Act or any analogous state or local law, regulation or ordinance or any similar rules of law embodied in the common law and (iii) the only action which may be asserted by any Purchaser Indemnitee with respect to any Environmental Claim Possible Earnout Payments that subsequently become due and payable under Section 2.5, and the respective rights and remedies of the Purchaser Indemnified Parties under the Escrow Agreement. For the avoidance of doubt, the parties further specifically agree that if (i) any indemnification payment to the Purchaser Indemnified Parties is limited as a result of this Section 6.9 and (ii) the Company subsequently becomes entitled to receive any Possible Earnout Payment(s) under Section 2.5, Purchaser shall be entitled to reduce the amount of such subsequent Possible Earnout Payment(s) by the aggregate amount by which the Company's prior indemnification payments were so reduced as a contract action to enforceresult of this Section 6.9. (c) Nothing in this Section 6.9 limits (i) the Company's obligations, or the rights of the Purchaser Indemnified Parties, under Section 6.2(a)(iii), 7.5, 11.14, 11.15, 11.16, 11.17 or 11.18 hereof or under the Escrow Agreement, or recourse against the Company in respect of any of the foregoing, or (ii) subject to recover Damages compliance with Section 6.4, the right of any Purchaser Indemnified Party to bring and maintain any action, suit or proceeding against the Company with respect to claims against the Company arising pursuant to the Agreement or the other Transaction Documents (provided that recourse for money damages in any such action described in this Article X. Nothing herein contained clause (ii) shall limit Seller(subject to clause (i) of this Section 6.9(c)) be limited as set forth in Sections 6.2(d) and 6.9(b)). For the avoidance of doubt, nothing in this Section 6.9 limits Purchaser's right (although it shall not have rights or recourse against any obligation) to pursue (whether separately, simultaneously or in seriatim) recovery under one or more of Person other than the insurance policies maintained by Purchaser pursuant to Section 8.7 hereof, Seller's own insurance policies or this Article X. The pursuit of one or more of such remedies by Seller shall not be deemed to be a waiver of the right to pursue any other remedyCompany.

Indemnification Exclusive Remedy. Except for claims or causes of action based on fraud or otherwise as expressly provided hereinFrom and after the Closing, indemnification pursuant to the provisions of this Article X Section 12 shall following the Closing be the sole and exclusive remedy of the parties for any misrepresentation party with respect to any claim directly or breach of any warranty or covenant contained herein or in any closing document executed indirectly relating to this Agreement and delivered pursuant to the provisions hereoftransactions contemplated hereby. Without limiting the generality of the preceding sentenceforegoing, following from and after the Closing Closing, each Buyer, for itself and the other the Buyer Indemnitees, (ia) agrees that no legal action sounding in contribution, tort or tort, strict liability or any other legal theory may be maintained by any party hereto (or a Purchaser party, any Buyer Indemnitee or Seller Indemnitee not a party hereto) against or any other party hereto Person with respect to any matter that is this Agreement or the subject of this Article X transactions contemplated hereby, and (including with respect to each of the failure to discharge any Excluded Liability or any Environmental Claim), (iib) Purchaser, for itself and the other Purchaser Indemnitees, hereby waives any and all statutory rights of contribution or indemnification that any of them the foregoing Persons might otherwise be entitled to under any federal, state or local law, including legal action pursuant to the Comprehensive Environmental Response, Compensation and Liability Act or any analogous state or local law, regulation or ordinance Law or any similar rules of law embodied in the common law and law. No current or former Affiliate (iiiother than the Sellers and, where applicable, their respective Beneficial Owners) or representative of the only action which may be asserted by Sellers or the Group Companies shall have any Purchaser liability of any nature to any Buyer Indemnitee with respect to the breach by a Seller (or, where applicable, its Beneficial Owner) of any Environmental Claim shall be a contract action representation, warranty, covenant or agreement contained in this Agreement or any other matter relating to enforcethe transactions contemplated hereby. Notwithstanding the foregoing, or to recover Damages pursuant to the limitations in this Article X. Nothing herein contained shall limit Seller's right (although it Section 12.5 shall not have apply with respect to (i) any obligationAction seeking equitable relief and/or specific performance for a breach hereof, (ii) to pursue any claims made against the insurer under the R&W Insurance Policy, (whether separately, simultaneously or in seriatimiii) recovery under one or more of the insurance policies maintained by Purchaser any claims made against any Beneficial Owner pursuant to Section 8.7 hereof18.14 or (iv) any remedies available to the Buyers or their Affiliates under the Escrow Agreement, Seller's own insurance policies any Lock-Up Agreement, any Employment Agreement or any Board Service Agreement. Notwithstanding anything to the contrary herein, nothing in this Article X. The pursuit Section 12 (other than the last sentence of one Section 12.2(c)) will limit any claims by, or more remedies of or available to, any Buyer Indemnitee against any Seller or Beneficial Owner for Fraud committed by such remedies by Seller shall not be deemed to be a waiver of the right to pursue any other remedyor Beneficial Owner.