Common use of Indemnification Sole Remedy Clause in Contracts

Indemnification Sole Remedy. Except (a) for the ability of Parent, Merger Sub or the Company to obtain equitable remedies in connection with any breach or threatened breach of any of the covenants and agreements of the parties set forth herein; (b) as specified in Section 7.3(d) and Section 7.3(f), and (c) with respect to the representations of BBH and BBH QP set forth in Section 2.5(b) and (c), (i) the indemnification rights provided pursuant to this Article VII shall be the sole and exclusive remedies of the parties and their respective officers, directors, employees, affiliates, agents, representatives, successors and assigns for any breach of any representations and warranties and covenants and agreements contained in this Agreement; and (ii) each party hereby irrevocably waives any right to any remedy relating to any such breach other than the indemnification rights provided pursuant to this Article VII (whether by contract, common law, statute, regulation or otherwise). For the avoidance of doubt, except with respect to claims under Section 7.2(a)(iii) or (vii) or as set forth in Section 7.3(d) or Section 7.3(f) and breaches or inaccuracies of Fundamental Representations, the Stockholders shall have no liability in excess of the Cap regardless of whether Losses are recoverable under the R&W Insurance Policy.

Indemnification Sole Remedy. Except (a) for the ability of Parent, Merger Sub or the Company parties to obtain equitable remedies in connection with any breach or threatened breach of any of the covenants and agreements of the parties set forth herein; (b) as specified in Section 7.3(d) and Section 7.3(f)the case of fraud, intentional misrepresentation or willful misconduct by any party and (c) with respect to the representations of BBH and BBH QP set forth in Section 2.5(b) and (c)6.7 or Section 6.8, (i) the indemnification rights provided pursuant to this Article VII VIII shall be the sole and exclusive remedies of the parties Parent Indemnitees and the Stockholder Indemnitees and each of their respective officers, directors, employees, affiliatesAffiliates, agents, representatives, successors and assigns for any breach of any representations and warranties and covenants and agreements contained in this AgreementAgreement and the matters set forth on Section 8.2(a)(vi) and Section 4.21(f) of the Disclosure Schedules; and (ii) each party of the foregoing hereby irrevocably waives any right to any remedy relating to any such breach or Losses from the matters set forth on Section 8.2(a)(vi) and Section 4.21(f) of the Disclosure Schedules other than the indemnification rights provided pursuant to this Article VII VIII (whether by contract, common law, statute, regulation or otherwise). For the avoidance of doubt, except with respect to claims under Section 7.2(a)(iii) or (vii) or as set forth in Section 7.3(d) or Section 7.3(f) and breaches or inaccuracies of Fundamental Representations, the Stockholders shall have no liability in excess of the Cap regardless of whether Losses are recoverable under the R&W Insurance Policy.

Indemnification Sole Remedy. Except for: (a) Claims arising out of willful misconduct or fraud by a party (for which the other party may seek any remedy available to it in law or in equity); or (b) the ability of Parent, Merger Sub or the Company parties to obtain equitable remedies in accordance with Section 11.12 (Remedies) in connection with any breach or threatened breach of any of the covenants and agreements of the parties set forth herein; (b) as specified in Section 7.3(d) and Section 7.3(f), and (c) herein including with respect to the representations of BBH and BBH QP set forth in Section 2.5(b) and (c), any Excluded Liabilities: (i) from and after the Closing, the indemnification rights provided pursuant to this Article VII X and pursuant to Section 7.2 shall be the sole and exclusive remedies of the parties and their respective officers, directors, employees, affiliatesAffiliates, agents, representatives, successors and assigns for any breach of any representations and warranties and warranties, covenants and agreements contained in this AgreementAgreement and with respect to Excluded Liabilities; and (ii) from and after the Closing, each party hereby irrevocably waives any right to any remedy relating to any such breach or with respect to any Excluded Liabilities, other than the indemnification rights provided pursuant to this Article VII X and pursuant to Section 7.2 (whether by contract, common law, statute, regulation or otherwise). For the avoidance of doubt, except with respect to claims under Section 7.2(a)(iii) or (vii) or as set forth in Section 7.3(d) or Section 7.3(f) and breaches or inaccuracies of Fundamental Representations, the Stockholders shall have no liability in excess of the Cap regardless of whether Losses are recoverable under the R&W Insurance Policy.