Common use of Limitation, Exclusivity, No Duplicate Recovery Clause in Contracts

Limitation, Exclusivity, No Duplicate Recovery. No Claim for indemnification pursuant to Section 8.02(b), 8.02(c), 8.03(b) or 8.03(c) shall be made or have any validity unless the Indemnified Party shall have given written notice of such Claim to the Indemnifying Party in accordance with this Article VIII prior to the expiration of the survival period set forth in Section 8.01 that applies to such Claim. This Article VIII and Sections 1.03, 5.03, 5.06, 5.07, 5.13(d) and 5.15 provide the exclusive means by which a Party may assert and remedy claims of any nature whatsoever relating to the Transactions following the Closing (other than disputes related to adjustments of the Estimated Closing Cash Consideration pursuant to Section 1.06, which shall be governed by the terms of Section 1.06); provided, however, that the foregoing in this Section 8.07 shall not preclude any Party from seeking (a) any relief other than monetary damages (including injunction or injunctions, specific performance or other equitable relief to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement) when such relief is otherwise available under this Agreement, (b) any remedy in the case of Fraud or (c) any remedy in accordance with any Transaction Document (other than this Agreement) or the Confidentiality Agreement. Any claim for indemnification pursuant to Sections 1.03, 5.03, 5.06, 5.07, 5.13(d) and 5.15 shall be subject to the procedures set forth in Sections 8.05 and 8.06, as applicable. Notwithstanding anything to the contrary herein, in no event shall any Indemnified Party be entitled to indemnification under this Article VIII with respect to the items required to be included or reflected in the calculation of the Working Capital Adjustment Amount, the Assumed Indebtedness Amount, any Seller Parent/Buyer Contracts Amounts (including the Closing Collaboration Adjustment Amount) or the Final Closing Cash Consideration.

Limitation, Exclusivity, No Duplicate Recovery. No Claim for indemnification pursuant to Section 8.02(b), 8.02(c), 8.03(b) for a breach of any representation or 8.03(c) warranty shall be made or have any validity unless the Indemnified Party shall have given written notice of such Claim to the Indemnifying Party in accordance with this Article VIII prior to the expiration of the survival period set forth in applicable representation or warranty pursuant to Section 8.01 that applies to such Claim10.01. This Article VIII and Sections 1.03X, 5.03Section 6.05(e), 5.06Section 6.06(e), 5.07Section 7.06(c), 5.13(dSection 7.09, Section 8.01(d), Section 8.01(q) and 5.15 Section 8.02 provide the exclusive means by which a Party party may assert and remedy claims of any nature whatsoever relating for monetary relief pursuant to the Transactions this Agreement following the Principal Closing Date (other than disputes related to adjustments of the Estimated Closing Cash Consideration pursuant to Section 1.06Adjustment Statement or purchase consideration allocation, which shall be governed by the terms of Section 1.06Sections 2.04 and 2.05, respectively); provided, howeverincluding any breach of any representation, that the foregoing warranty, covenant or agreement contained in this Agreement, and Section 8.07 11.13 provides the exclusive means by which a party may bring actions against the other party under this Agreement. Each party hereby waives and releases any other remedies or claims that it may have against the other party (or any of its Affiliates) with respect to the matters arising out of or in connection with this Agreement or relating to the Transferred Assets, except that any limitations herein shall not preclude any Party from seeking apply (a) any for the remedies of injunctive relief other than monetary damages (including injunction or injunctions, specific performance set forth herein; (b) in the event of fraud, as to which the parties shall have all remedies available at Law or other equitable relief in equity; (c) with respect to prevent breaches or threatened breaches of this Agreement the covenants that by their respective terms anticipate performance following the Applicable Closing Date; and (d) as otherwise expressly provided in any Ancillary Agreements. With respect to enforce specifically the terms and provisions of this Agreement) when such relief is otherwise available any Damages arising under this Agreement, (ba) Buyer agrees that it shall only seek such Damages from Seller and the Selling Affiliates, and Buyer hereby waives the right to seek Damages from or equitable remedies, such as injunctive relief, against any remedy in the case Affiliate of Fraud or (c) any remedy in accordance with any Transaction Document Seller (other than this Agreementthe Selling Affiliates) or any director, officer or employee of Seller (or any of its Affiliates); provided that such limitations shall not apply in connection with claims for successor liability or fraudulent conveyance and (b) Seller agrees that it shall only seek such Damages from Buyer, and Seller hereby waives the Confidentiality Agreementright to seek Damages from or equitable remedies, such as injunctive relief, against any Affiliate of Buyer or any director, officer or employee of Buyer (or any of its Affiliates). Any claim for indemnification pursuant to Sections 1.03, 5.03, 5.06, 5.07, 5.13(d) and 5.15 shall be subject Notwithstanding any other provision of this Agreement to the procedures set forth in Sections 8.05 and 8.06, as applicable. Notwithstanding anything to the contrary hereincontrary, in no event shall any Indemnified Party be entitled to indemnification under this Article VIII X or under Section 7.06(c) with respect to any matter to the items required to be included or extent that such matter was reflected in the calculation of the Working Capital Adjustment Amount, adjustment to the Assumed Indebtedness Amount, any Seller Parent/Buyer Contracts Amounts (including the Closing Collaboration Adjustment Amount) or the Final Closing Cash Consideration, if any, pursuant to Section 2.04.

Limitation, Exclusivity, No Duplicate Recovery. No Claim for indemnification pursuant to Section 8.02(b), 8.02(c), 8.03(b) or 8.03(c) shall be made or have any validity unless the Indemnified Party shall have given written notice of such Claim to the Indemnifying Party in accordance with this Article VIII prior to the expiration of the survival period date set forth in Section 8.01 that applies 10.01 for such Claim (or Section 7.08(g) with respect to such Claimany claim made pursuant to Section 7.08). This Article VIII X and Sections 1.036.05(e), 5.036.11, 5.067.01(b), 5.077.01(c), 5.13(d7.08 and 8.01(d) and 5.15 provide the exclusive means by which a Party party may assert and remedy claims of any nature whatsoever relating for monetary relief pursuant to the Transactions this Agreement following the Principal Closing Date (other than disputes related to adjustments of the Estimated Closing Cash Consideration pursuant to Section 1.06Price Adjustment Statement or Allocation, which shall be governed by the terms of Section 1.06Sections 2.04 and 2.05, respectively); provided, howeverincluding any breach of any representation, that the foregoing warranty, covenant or agreement contained in this Agreement, and Section 8.07 11.12 provides the exclusive means by which a party may bring actions against the other party under this Agreement. Each party hereby waives and releases any other remedies or claims that it may have against the other party (or any of its Affiliates) with respect to the matters arising out of or in connection with this Agreement or relating to the Transferred Assets, the Transferred Equity Interests or the Transferred Company, except that any limitations herein shall not preclude any Party from seeking apply (a) any for the remedies of injunctive relief other than monetary damages (including injunction or injunctions, specific performance or other equitable relief set forth herein; (b) with respect to prevent breaches or threatened breaches of this Agreement the covenants that by their respective terms anticipate performance following the Applicable Closing Date; and (c) as otherwise expressly provided in any Ancillary Agreements. With respect to enforce specifically the terms and provisions of this Agreement) when such relief is otherwise available any Damages arising under this Agreement, (bx) any remedy in Buyer agrees that it shall only seek such Damages from Seller and the case of Fraud or (c) any remedy in accordance with any Transaction Document Asset Selling Affiliates (other than this Agreementin connection with claims for successor liability or fraudulent conveyance), and Buyer hereby waives the right to seek Damages from or equitable remedies, such as injunctive relief, against any Affiliate of Seller (other than the Asset Selling Affiliates) (other than in connection with claims for successor liability or fraudulent conveyance) or the Confidentiality Agreement. Any claim for indemnification pursuant to Sections 1.03any director, 5.03, 5.06, 5.07, 5.13(dofficer or employee of Seller (or any of its Affiliates) and 5.15 (y) Seller agrees that it shall be subject only seek such Damages from Buyer, and Seller hereby waives the right to seek Damages from or equitable remedies, such as injunctive relief, against any Affiliate of Buyer or any director, officer or employee of Buyer (or any of its Affiliates). Notwithstanding any other provision of this Agreement to the procedures set forth in Sections 8.05 and 8.06, as applicable. Notwithstanding anything to the contrary hereincontrary, in no event shall any Indemnified Party be entitled to indemnification under this Article VIII X or under Section 7.08(d) with respect to any matter to the items required to be included or extent that such matter was reflected in the calculation of the Working Capital Adjustment Amountadjustment to the Purchase Price, the Assumed Indebtedness Amountif any, any Seller Parent/Buyer Contracts Amounts (including the Closing Collaboration Adjustment Amount) or the Final Closing Cash Considerationpursuant to Section 2.04.

Limitation, Exclusivity, No Duplicate Recovery. No Claim for indemnification pursuant to Section 8.02(b), 8.02(c), 8.03(b) for a breach of any representation or 8.03(c) warranty shall be made or have any validity unless the Indemnified Party shall have given written notice of such Claim to the Indemnifying Party in accordance with this Article VIII prior to the expiration of the survival period set forth in applicable representation or warranty pursuant to Section 8.01 that applies to such Claim10.01. This Article VIII and Sections 1.03X, 5.03Section 6.07(a), 5.06Section 7.01(b), 5.07Section 7.08(d), 5.13(dSection 8.01(d) and 5.15 Section 8.01(q) provide the exclusive means by which a Party party may assert and remedy claims for monetary relief pursuant to this Agreement following the Principal Closing Date, including any breach of any nature whatsoever relating to the Transactions following the Closing (other than disputes related to adjustments of the Estimated Closing Cash Consideration pursuant to Section 1.06representation, which shall be governed by the terms of Section 1.06); providedwarranty, however, that the foregoing covenant or agreement contained in this Agreement, and Section 8.07 shall not preclude any Party from seeking (a) any relief 11.12 provides the exclusive means by which a party may bring actions against the other than monetary damages (including injunction or injunctions, specific performance or other equitable relief to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of party under this Agreement) when such relief is otherwise available . With respect to any Damages arising under this Agreement, (b) Buyer agrees that it shall only seek such Damages from Seller and the Selling Affiliates, and Buyer hereby waives the right to seek Damages from or equitable remedies, such as injunctive relief, against any remedy in the case Affiliate of Fraud or (c) any remedy in accordance with any Transaction Document Seller (other than this Agreementthe Selling Affiliates) or the Confidentiality Agreementany director, officer or employee of Seller (or any of its Affiliates); provided that such limitations shall not apply in connection with claims for successor liability or fraudulent conveyance. Any claim for indemnification pursuant to Sections 1.03, 5.03, 5.06, 5.07, 5.13(d) and 5.15 shall be subject Notwithstanding any other provision of this Agreement to the procedures set forth in Sections 8.05 and 8.06, as applicable. Notwithstanding anything to the contrary hereincontrary, in no event shall any Indemnified Party be entitled to indemnification under this Article VIII X with respect to any matter to the items required to be included or extent that such matter was reflected in the calculation of the Working Capital Adjustment Amountadjustment to the Purchase Price, if any, pursuant to Section 2.04. For the avoidance of doubt, the indemnification obligations of Buyer and Seller in respect of the allocation of Assumed Indebtedness AmountLiabilities and Excluded Liabilities shall not govern the allocation of responsibility for liabilities between Buyer and Seller and their respective Affiliates in respect of any future commercial arrangements unrelated to this Agreement between the parties, any Seller Parent/Buyer Contracts Amounts (including such matters being addressed in the Closing Collaboration Adjustment Amount) or the Final Closing Cash Considerationterms thereof.

Limitation, Exclusivity, No Duplicate Recovery. No (a) Except to the extent prohibited by Law, upon and after becoming aware of any event which could reasonably be expected to give rise to any indemnifiable Damages hereunder, the Indemnified Party shall take and cause its Affiliates to take, or cooperate with the Indemnifying Party if so requested by the Indemnifying Party in order to take, all commercially reasonable measures to mitigate the indemnifiable Damages based upon, arising out of or incurred as a result of such event. The reasonable costs and expenses of mitigation hereunder shall constitute indemnifiable Damages under this Agreement. In the event any Damages incurred by a Buyer Indemnitee are, to the knowledge of Buyer, reasonably covered by insurance, Buyer shall and shall cause any Buyer Indemnitee to agree to use commercially reasonable efforts to submit a timely claim to the applicable insurance carrier; provided, however, that no Buyer Indemnitee shall be required to commence or engage in litigation or initiate any other Action against any insurance carrier. (b) From and after Closing, no Claim for indemnification pursuant to Section 8.02(b), 8.02(c), 8.03(b) or 8.03(c) shall be made or have any validity unless the Indemnified Party shall have given written notice of such Claim to the Indemnifying Party in accordance with this Article VIII Party, prior to the expiration of the survival period date set forth in Section 8.01 that applies to 11.01 for such Claim. This Subject to Section 12.17 or in the event of fraud or willful misconduct, from and after Closing, this Article VIII XI and Sections 1.03, 5.03, 5.06, 5.07, 5.13(d) and 5.15 Section 8.03 provide the exclusive means by which a Party party may assert and remedy claims of any nature whatsoever relating to the Transactions following the Closing (other than disputes related to adjustments of the Estimated Closing Cash Consideration pursuant to Section 1.06Purchase Price Adjustment, which shall be governed by the terms of Section 1.062.04 and disputes related to the Listed Matters Amount, which shall be governed by the terms of Section 2.10); provided, howeverincluding any breach of any representation, that the foregoing warranty, covenant or agreement contained in this Section 8.07 Agreement or any certificate delivered pursuant hereto. Each party hereby waives and releases any other remedies or claims (including any rights of contribution or indemnification) that it may have against each other party (or any of its Affiliates) with respect to the matters arising out of or in connection with this Agreement or relating to the Transactions, except that any limitations herein shall not preclude any Party from seeking apply (ai) any to the remedies of injunctive relief other than monetary damages or specific performance set forth herein; (ii) in the event of fraud or willful misconduct, as to which the parties shall have all remedies available at Law or in equity; (iii) with respect to the covenants and agreements that by their respective terms anticipate performance following the Closing Date; and (iv) as otherwise expressly provided in this Agreement (including injunction in Sections 8.03 and 10.01) or injunctions, specific performance or other equitable relief to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement) when such relief is otherwise available under this Agreement, (b) any remedy in the case of Fraud or Ancillary Agreements. (c) For the avoidance of doubt, no Buyer Indemnitee or Seller Indemnitee shall have any remedy in accordance with right to indemnification under this Article XI for any Transaction Document (other than this Agreement) or the Confidentiality Agreement. Any claim for indemnification pursuant to Sections 1.03, 5.03, 5.06, 5.07, 5.13(d) and 5.15 shall be subject Damages to the procedures set forth in Sections 8.05 and 8.06extent that a Buyer Indemnitee or Seller Indemnitee, as applicable. Notwithstanding anything to the contrary herein, previously obtained indemnification under this Article XI for such Damages, and in no event shall any Indemnified Party party hereto be entitled to indemnification indemnified under different provisions of this Agreement for Damages that have already been paid or otherwise taken into account under this Article VIII Agreement, including, with respect to the items required to be included or any matter that is reflected in the calculation of the Final Closing Date Net Working Capital Adjustment Amountor any adjustment to the Purchase Price pursuant to Section 2.03, the Assumed Indebtedness Amount, any Seller Parent/Buyer Contracts Amounts (including the Closing Collaboration Adjustment Amount) Section 2.04 or the Final Closing Cash ConsiderationSection 2.10.

Limitation, Exclusivity, No Duplicate Recovery. No Except in the case of actual fraud no Claim for indemnification pursuant to Section 8.02(b), 8.02(c), 8.03(b) or 8.03(c) shall be made or have any validity unless the Indemnified Party shall have given written notice of such Claim to the Indemnifying Party in accordance with this Article VIII prior to the expiration of the survival period date set forth in Section 8.01 that applies to 10.01 for such Claim. This Following Closing, this Article VIII and Sections 1.03, 5.03, 5.06, 5.07, 5.13(d) and 5.15 provide X provides the exclusive means by which a Party party may assert and remedy claims of any nature whatsoever relating to the Transactions following the Closing (other than disputes related to adjustments of the Estimated Closing Cash Consideration pursuant to Section 1.06purchase price adjustment or purchase price allocation, which shall be governed by the terms of Section 1.062.04 and Section 2.06, respectively, claims pursuant to Section 11.06(b) and the Excluded Matters); provided, howeverincluding any breach of any representation, that the foregoing warranty, covenant or agreement contained in this Agreement, and Section 8.07 11.12 provide the exclusive means by which a party may bring actions against the other party under or with respect to this Agreement. Each party hereby waives and releases any other remedies or claims that it may have against the other party (or any of its Affiliates) following the Closing with respect to the matters arising out of or in connection with or relating to this Agreement, the Transactions or the Transferred Equity Interests except that any limitations herein shall not preclude any Party from seeking apply (ai) any for the remedies of injunctive relief other than monetary damages (including injunction or injunctions, specific performance set forth herein; (ii) in the event of actual fraud, as to which the parties shall have all remedies available at Law or other equitable relief in equity; (iii) with respect to prevent breaches the covenants that by their respective terms anticipate performance following the Closing Date, (iv) as otherwise expressly provided in any Ancillary Agreements and (v) to any claims under or threatened breaches in respect of this Agreement and Section 11.17 (the “Excluded Matters”). With respect to enforce specifically the terms and provisions of this Agreement) when such relief is otherwise available any damages arising under this Agreement, (b) Buyer agrees that it shall only seek such damages from Seller, and Buyer hereby waives the right to seek damages from or equitable remedies, such as injunctive relief, against any remedy in the case of Fraud or (c) Seller Related Party. If an Indemnified Party is indemnified for any remedy in accordance with any Transaction Document (other than this Agreement) or the Confidentiality Agreement. Any claim for indemnification damages pursuant to Sections 1.03this Agreement with respect to any Claim by a third party, 5.03then the appropriate Indemnifying Party will be subrogated to all rights and remedies of the Indemnified Party against such third party, 5.06, 5.07, 5.13(d) and 5.15 shall be subject such Indemnified Party will reasonably cooperate with and assist the Indemnifying Party in asserting all such rights and remedies against such third party. Notwithstanding any other provision of this Agreement to the procedures set forth in Sections 8.05 and 8.06, as applicable. Notwithstanding anything to the contrary hereincontrary, in no event shall any Indemnified Party be entitled to indemnification under this Article VIII X with respect to any amount to the items required to be included or extent that such amount was reflected in the calculation of the Working Capital Adjustment Amount, the Assumed Indebtedness Amount, any Seller Parent/Buyer Contracts Amounts (including adjustment to the Closing Collaboration Adjustment Amount) or the Final Closing Cash ConsiderationPayment, if any, pursuant to Section 2.03.

Limitation, Exclusivity, No Duplicate Recovery. No Claim for indemnification pursuant to Section 8.02(b), 8.02(c), 8.03(b) or 8.03(c) shall be made or have any validity unless the Indemnified Party shall have given written notice of such Claim to the Indemnifying Party in accordance with this Article VIII prior to the expiration of the survival period date set forth in Section 8.01 that applies to 10.01 for such Claim. This Subject to Section 11.15, this Article VIII X and Sections 1.03, 5.03, 5.06, 5.07, 5.13(d) and 5.15 Section 7.07 provide the exclusive means by which a Party party may assert and remedy claims of any nature whatsoever relating to the Transactions following the Closing (other than disputes related to adjustments of the Estimated Closing Cash Consideration pursuant to Section 1.06Purchase Price Adjustment, which shall be governed by the terms of Section 1.06); provided2.05) following the Closing, howeverincluding any breach of any representation, that the foregoing warranty, covenant or agreement contained in this Agreement or any certificate delivered pursuant hereto, and Section 8.07 11.19 provides the exclusive means by which a party may bring Actions against the other party under or with respect to this Agreement. Each party hereby waives and releases any other remedies or claims (including any rights of contribution or recovery under the Comprehensive Environmental Response, Compensation, and Liability Act or otherwise under Environmental Laws) that it may have against the other party (or any of its Affiliates) with respect to the matters arising out of or in connection with this Agreement or relating to the Transactions, except that any limitations herein shall not preclude any Party from seeking apply (ai) any to the remedies of injunctive relief other than monetary damages or specific performance set forth herein; (ii) in the event of fraud or willful misconduct, as to which the parties shall have all remedies available at Law or in equity; (iii) with respect to the covenants and agreements that by their respective terms anticipate performance following the Closing Date; and (iv) as otherwise expressly provided in this Agreement (including injunction in Sections, 7.07, 7.08 and 8.01) or injunctions, specific performance or other equitable relief any Ancillary Agreements. With respect to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement) when such relief is otherwise available any Damages arising under this Agreement, (b) Buyer agrees that it shall only seek such Damages from Seller or any remedy in the case of Fraud or (c) any remedy in accordance with any Transaction Document (other than this Agreement) its Affiliates that transfer Transferred Assets to Buyer or the Confidentiality Agreement. Any claim for indemnification pursuant Company, and Buyer hereby waives the right to Sections 1.03seek Damages from or equitable remedies, 5.03such as injunctive relief, 5.06against any other Affiliate of Seller or any director, 5.07officer, 5.13(d) and 5.15 shall be subject to the procedures set forth in Sections 8.05 and 8.06, as applicableemployee or other Representative of Seller (or any of its Affiliates). Notwithstanding anything to the contrary herein, in no event shall any Indemnified Party be entitled to indemnification under this Article VIII X or Section 7.07 with respect to any matter to the items required to be included or extent that such matter was reflected in the calculation of the Working Capital Purchase Price Adjustment Amountpursuant to Section 2.05 (including, for the Assumed Indebtedness Amountavoidance of doubt, any payroll tax, employment tax or other item included as a Current Liability in calculating Closing Date Net Working Capital). For the avoidance of doubt, any indemnity provided hereunder by Seller Parent/Buyer Contracts Amounts (including shall be so applied as to avoid any double counting and no Indemnified Party shall be entitled to obtain indemnification more than once for the Closing Collaboration Adjustment Amount) same matter or the Final Closing Cash ConsiderationDamages.