Common use of Indemnification Exclusive Remedy Clause in Contracts

Indemnification Exclusive Remedy. Buyer and Seller acknowledge and agree that, subject to any rights or remedies expressly set forth herein including in Section 2.2, Section 5.12 and Section 5.13, their sole and exclusive remedy with respect to any and all Damages relating to the subject matter of this Agreement, or otherwise regarding the transactions contemplated by this Agreement, shall be pursuant to the indemnification provisions set forth in this ARTICLE 6. In furtherance of the foregoing, and subject to any rights or remedies expressly set forth herein, Buyer hereby waives, to the fullest extent permitted under applicable law, any and all rights, claims and causes of action it may have against Seller in law or equity, except such rights, claims and causes of action based upon Buyer’s right to indemnification under this Agreement, and Seller hereby waives, to the fullest extent permitted under applicable law, any and all rights, claims and causes of action it may have against Buyer in law or equity except such rights, claims and causes of action based upon Seller’s rights to indemnification under this Agreement; provided, however, that in addition to such indemnification and any rights or remedies expressly set forth herein, the Parties may seek equitable remedies, including specific performance in accordance with applicable Legal Requirements or seek any remedy on account of any fraud committed with the intent to deceive by any Party hereto.

Indemnification Exclusive Remedy. Buyer and Seller Sellers acknowledge and agree that, subject to any rights or remedies expressly set forth herein including in Section 2.2, Section 5.12 and Section 5.13, that their sole and exclusive remedy with respect to any and all Damages relating to the subject matter of this Agreement, or otherwise regarding the transactions contemplated by this Agreement, shall be pursuant to the indemnification provisions set forth in this ARTICLE 6Section 11 (subject to the next sentence). In furtherance of the foregoing, and subject to any rights or remedies expressly set forth herein, Buyer hereby waives, to the fullest extent permitted under applicable law, any and all rights, claims and causes of action it may have against Seller Indemnifying Parties in law or equity, except such rights, claims and causes of action based upon Buyer’s right to indemnification under this Agreement, and each Seller hereby waives, to the fullest extent permitted under applicable law, any and all rights, claims and causes of action it each may have against Buyer in law or equity except such rights, claims and causes of action based upon each Seller’s rights right to indemnification under this Agreement; provided, however, that in addition to such indemnification and any rights or remedies expressly set forth hereinindemnification, the Parties may seek equitable remedies, including specific performance in accordance with applicable Legal Requirements (including, without limitation, any breach or seek any remedy on account threatened breach of Sections 7.8, 7.9 or 12.3 hereof); and provided, further, that this Section 11 shall not be deemed to limit the right of any Party to pursue indemnification or other remedies for claims for fraud committed with the intent to deceive by any Party heretoor intentional misconduct.

Indemnification Exclusive Remedy. Buyer and Seller Sellers acknowledge and agree that, subject to any rights or remedies expressly set forth herein including in Section 2.2, Section 5.12 and Section 5.13, that their sole and exclusive remedy with respect to any and all Damages relating to the subject matter of this Agreement, or otherwise regarding the transactions contemplated by this Agreement, shall be pursuant to the indemnification provisions set forth in this ARTICLE 6Section 11 (subject to the next sentence). In furtherance of the foregoing, and subject to any rights or remedies expressly set forth herein, Buyer hereby waives, to the fullest extent permitted under applicable law, any and all rights, claims and causes of action it may have against Seller Indemnifying Parties in law or equity, except such rights, claims and causes of action based upon Buyer’s 's right to indemnification under this Agreement, and each Seller hereby waives, to the fullest extent permitted under applicable law, any and all rights, claims and causes of action it each may have against Buyer in law or equity except such rights, claims and causes of action based upon each Seller’s rights 's right to indemnification under this Agreement; provided, however, that in addition to such indemnification and any rights or remedies expressly set forth hereinindemnification, the Parties may seek equitable remedies, including specific performance in accordance with applicable Legal Requirements (including, without limitation, any breach or seek any remedy on account threatened breach of Sections 7.8, 7.9 or 12.3 hereof); and provided, further, that this Section 11 shall not be deemed to limit the right of any Party to pursue indemnification or other remedies for claims for fraud committed with the intent to deceive by any Party heretoor intentional misconduct.