Common use of Indemnification Exclusive Remedy Clause in Contracts

Indemnification Exclusive Remedy. If the Closing occurs, except for remedies based upon fraud and except for statutory and equitable remedies, the remedies provided in this Article 8 constitute the sole and exclusive remedies for recovery against any Indemnifying Party based upon the inaccuracy, untruth, incompleteness or breach of any representation or warranty of any Indemnifying Party contained in this Agreement or in any certificate, schedule or exhibit furnished by any Indemnifying Party in connection herewith, or based upon the failure of any Indemnifying Party to perform any covenant, agreement or undertaking required by the terms of this Agreement to be performed by such Indemnifying Party.

Indemnification Exclusive Remedy. If Absent fraud, if the Closing occurs, except for remedies based upon fraud and except for statutory and equitable remediesremedies with respect to the covenant contained in Section 5.7(b), the remedies provided in Article 5A and in this Article 8 7 constitute the sole and exclusive remedies for recovery against any Indemnifying Party a party to this Agreement based upon the inaccuracy, untruth, incompleteness inaccuracy or breach of any representation or warranty of any Indemnifying Party such party contained in this Agreement herein or in any certificate, schedule Schedule or exhibit Exhibit furnished by any Indemnifying Party such party in connection herewith, or based upon the failure of any Indemnifying Party such party to perform any covenant, agreement or undertaking required by the terms of this Agreement hereof to be performed by such Indemnifying Partyparty.

Indemnification Exclusive Remedy. If Absent fraud, if the Closing -------------------------------- occurs, except for remedies based upon fraud and except for statutory and equitable remedies, the remedies provided in this Article 8 9 constitute the sole and exclusive remedies for recovery against any Indemnifying Party a party to this Agreement based upon the inaccuracy, untruth, incompleteness or breach of any representation or warranty of any Indemnifying Party such party contained in this Agreement herein or in any certificate, schedule or exhibit Exhibit furnished by any Indemnifying Party such party in connection herewith, or based upon the failure of any Indemnifying Party such party to perform any covenant, agreement or undertaking required by the terms of this Agreement hereof to be performed by such Indemnifying Partyparty.

Indemnification Exclusive Remedy. If Absent fraud, if the Closing occurs, except for remedies based upon fraud and except for statutory and equitable remedies, the remedies provided in this Article 8 7 and in the Escrow Agreement constitute the sole and exclusive remedies for recovery against any Indemnifying Party a party to this Agreement based upon the inaccuracy, untruth, incompleteness untruth or breach of any representation or warranty of any Indemnifying Party such party contained in this Agreement herein or in any certificate, schedule Target Disclosure Memorandum or exhibit Exhibit furnished by any Indemnifying Party such party in connection herewith, or based upon the failure of any Indemnifying Party such party to perform any covenant, agreement or undertaking required by the terms of this Agreement hereof to be performed by such Indemnifying Partyparty, or based upon any claim arising from any action of any party to this Agreement prior to the Closing Date.