Indemnity as Exclusive Remedy. Notwithstanding any other provision of this Agreement, but subject to the next following sentence, after the Closing Date no claim may be brought by a Party hereunder other than pursuant to, and subject to the provisions of, this Article
Indemnity as Exclusive Remedy. Notwithstanding any other provision of this Agreement, no claim whatsoever may be brought by a Party hereunder or with respect to Damages suffered or incurred as a result of, in respect of or arising out of: (i) the matters in Sections 6.2(a) and 6.3(a) if the Party seeking indemnification with respect to such Damages had actual knowledge of such breach or inaccuracy as of the date of this Agreement; and (ii) the matters described in Sections 6.2 and 6.3 other than pursuant to, and subject to the provisions of, this Article 6, whether in law or equity, in contract, tort, or under any other theory of law or otherwise howsoever, for any non-performance, non-fulfilment, misrepresentation, inaccuracy or incorrectness of any representation, warranty or covenant, or any document, assurance, or certificate given, in connection with this Agreement, provided that: (a) the Parties acknowledge that the failure to comply with any covenant or obligation contained in this Agreement or any Ancillary Agreement may give rise to irreparable harm to a Party inadequately compensable in Damages and, accordingly, a Party may seek to enforce performance of this Agreement or any Ancillary Agreement by injunction or specific performance upon application to a court of competent jurisdiction without proof of actual damage and without the requirement of posting a bond or other security; and (b) nothing in this Section 6.9 limits or restricts in any way any remedies available, or Damages payable, for claims involving fraud or fraudulent misrepresentation.
Indemnity as Exclusive Remedy. Each party hereto acknowledges and agrees that, from and after the Closing Date, its sole and exclusive remedy with respect to any and all claims relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this Article 12, except that nothing in this Agreement shall be deemed to constitute a waiver of any tort claims of, or causes of action arising from, fraudulent misrepresentation or deceit, or a waiver of any equitable remedies that a court or arbitrator may determine that a party may obtain.
Indemnity as Exclusive Remedy. Each party hereto acknowledges ----------------------------- and agrees that, from and after the Closing Date, his or its sole and exclusive remedy with respect to any and all claims relating to the subject matter of this Agreement shall be pursuant to the indemnification provisions set forth in Section 6.1 and this Article 8, except that nothing in this Agreement shall be ----------- --------- deemed to constitute a waiver of any tort claims of, or causes of action arising from, intentionally fraudulent misrepresentation or deceit. In furtherance of the foregoing, each party hereto waives, from and after the Closing Date, to the fullest extent permitted under applicable law, any and all claims, rights and causes of action (other than tort claims of, or causes of action arising from, intentionally fraudulent misrepresentation or deceit, and claims arising under Section 6.1 or Article 8) it may have relating to the subject matter of this ----------- --------- Agreement arising under or based upon any federal, state, local or foreign statute, law, ordinance, rule or regulation or otherwise.
Indemnity as Exclusive Remedy. Except as set forth in Sections 1.4, 1.5, 3.3, 3.4, 3.5, 3.6 and 5.3(e), the Parties agree that, from and after the Closing, their sole and exclusive remedy for any monetary Loss with respect to any and all claims arising out of or in connection with this Agreement shall be pursuant and subject to the provisions set forth in this Section 6.
