Common use of Limitation, Exclusivity Clause in Contracts

Limitation, Exclusivity. No Claim shall be made or have any validity unless the Indemnified Party shall have given written notice of such Claim to the Indemnifying Party prior to the date set forth in Section 10.01, if applicable, for such Claim. Except as otherwise provided in an Ancillary Agreement or with respect to claims for equitable relief made with respect to breaches of any covenant or agreement contained in this Agreement or any of the Ancillary Agreements, each party hereto acknowledges and agrees that from and after the Principal Closing, the sole and exclusive remedy of such party with respect to any and all claims under this Agreement and the transactions contemplated hereby shall be pursuant to the indemnification provisions set forth in this Article X, and, in furtherance of the foregoing, each party hereto hereby waives and releases, and agrees to cause its Affiliates to waive and release, from and after the Principal Closing, any and all rights, claims and causes of action they may have against the other party hereto or any of its Affiliates arising under or based upon any statutory or common law or otherwise to the extent relating to this Agreement or the transactions contemplated hereby, except that nothing herein shall limit the liability of any party hereto for fraud or intentional misrepresentation or the right of any party hereto to enforce any arbitration decision rendered pursuant to Section 11.12. With respect to any Damages arising under this Agreement, Seller and Buyer agree that they shall only seek such Damages from Buyer or Seller, as applicable, and each party hereto hereby waives the right to seek Damages from or equitable remedies, such as injunctive relief, against any Affiliate of the other party hereto or any director, officer or employee of such other party (or any of its Affiliates).

Limitation, Exclusivity. (a) No Claim with respect to a representation, warranty or covenant shall be made or have any validity unless the Indemnified Party shall have given written notice of such Claim to the Indemnifying Party prior to the date set forth in Section 10.01, if applicable, 10.1 for such Claimrepresentation, warranty or covenant to expire. Except After the Closing, other than (i) any dispute under Section 2.3 that is required to be decided by the Accounting Firm, (ii) any dispute under Section 2.4 that is required to be decided by the Actuary, (iii) regarding fraud and injunctive and provisional relief (including specific performance) and (iv) as otherwise expressly provided in an any Ancillary Agreement Agreement, this Article 10 provides the exclusive means by which a party may assert and remedy any and all claims, in each case, against the other party (or any of its Affiliates) under or with respect to claims for equitable relief made with respect to breaches of any covenant or agreement contained in this Agreement or any of the Ancillary Agreements, each party hereto acknowledges and agrees that from and after the Principal Closing, the sole and exclusive remedy of such party with respect to any and all claims under this Agreement and or the transactions contemplated hereby shall be pursuant herein or therein or relating to the indemnification provisions set forth in this Article XTransferred Assets, andthe Excluded Assets, in furtherance of the Transferred Equity Interests, the Transferred Entities, the Assumed Liabilities and the Excluded Liabilities. Without limiting the foregoing, after the Closing each party hereto hereby waives and releases, and agrees to cause its Affiliates to waive and release, from and after the Principal Closing, releases any and all rights, other remedies or claims and causes of action they that it may have against the other party hereto (or any of its Affiliates Affiliates) with respect to matters arising under out of or based upon in connection with this Agreement or any statutory or common law or otherwise to the extent relating to this Ancillary Agreement or the transactions contemplated herebyherein or therein or relating to the Transferred Assets, the Excluded Assets, the Transferred Equity Interests, the Transferred Entities, the Assumed Liabilities and the Excluded Liabilities (including, inter alia, any rights of contribution or recovery under CERCLA or other Environmental Law) except that nothing herein shall limit the liability of any party hereto for fraud or intentional misrepresentation or the right of any party hereto to enforce any arbitration decision rendered pursuant to Section 11.12fraud. With respect to any Damages Losses or other Liabilities arising under this Agreement, Seller and Buyer agree agrees that they it shall only seek such Damages Losses and Liabilities from Buyer or Seller, as applicable, and each party hereto Buyer hereby waives the right to seek Damages Losses or other Liabilities from or equitable remedies, such as injunctive relief, against any Affiliate of the other party hereto Seller or any director, officer or employee of such other party Seller (or any of its Affiliates). If an Indemnified Party is indemnified for any Losses pursuant to this Agreement with respect to any Claim by a third party, then the appropriate Indemnifying Party will be subrogated to all rights and remedies of the Indemnified Party against such third party, and such Indemnified Party will reasonably cooperate with and assist the Indemnifying Party in asserting all such rights and remedies against such third party.

Limitation, Exclusivity. No Claim based upon a breach of a representation, warranty or covenant shall be made or have any validity unless the Indemnified Party shall have given written notice of such Claim to the Indemnifying Party prior to the date such representation, warranty or covenant expires as set forth in Section 10.01. If full recovery under any such Claim is not had within three months of such written notice, if applicablemediation under Section 11.13 must be initiated within 30 days following the end of such three-month period or such Claim shall be invalidated. This Article X provides the exclusive means by which a party may assert and remedy Claims, for such Claim. Except as otherwise provided in an Ancillary Agreement and Sections 11.12 and 11.13 provide the exclusive means by which a party may bring actions against the other party under or with respect to claims for equitable relief made with respect to breaches of any covenant or agreement contained in this Agreement or any of the Ancillary Agreements, each Agreement. Each party hereto acknowledges and agrees that from and after the Principal Closing, the sole and exclusive remedy of such party with respect to any and all claims under this Agreement and the transactions contemplated hereby shall be pursuant to the indemnification provisions set forth in this Article X, and, in furtherance of the foregoing, each party hereto hereby waives and releases, and agrees to cause its Affiliates to waive and release, from and after the Principal Closing, releases any and all rights, other remedies or claims and causes of action they that it may have against the other party hereto (or any of its Affiliates arising under or based upon any statutory or common law or otherwise Affiliates) with respect to the extent relating to matters arising out of or in connection with this Agreement or relating to the transactions contemplated herebyTransferred Assets, except that nothing herein shall limit the liability of any party hereto for fraud or intentional misrepresentation or the right of any party hereto to enforce any arbitration decision rendered pursuant to Section 11.12misrepresentation. With respect to any Damages arising under this Agreement, Seller and Buyer agree agrees that they it shall only seek such Damages from Buyer Seller or Seller, as applicableits successors or permitted assigns, and each party hereto Buyer hereby waives the right to seek Damages from or equitable remedies, such as injunctive relief, against any Affiliate of the other party hereto Seller or any director, officer or employee of such other party Seller (or any of its Affiliates).

Limitation, Exclusivity. (a) No Claim with respect to a representation, warranty or covenant shall be made or have any validity unless the Indemnified Party shall have given written notice of such Claim to the Indemnifying Party prior to the date set forth in Section 10.01, if applicable, 10.1 for such Claimrepresentation, warranty or covenant to expire. Except Other than (i) any dispute under Section 2.3 that is required to be decided by the Accounting Firm, (ii) any dispute under Section 2.4 that is required to be decided by the Actuary, (iii) as otherwise expressly provided in an this Section 10.7 regarding fraud and injunctive and provisional relief (including specific performance) if the Closing occurs (iv) as expressly provided in any Ancillary Agreement or with respect Agreement, and (v) pursuant to claims for equitable relief made with respect to breaches of any covenant or agreement contained in the R&W Insurance Policy, this Agreement or any of Article X provides the Ancillary Agreements, each exclusive means by which a party hereto acknowledges may assert and agrees that from and after the Principal Closing, the sole and exclusive remedy of such party with respect to any and all claims under this Agreement Claims, and Section 12.11 provides the transactions contemplated hereby shall be pursuant to the indemnification provisions set forth in this Article X, andexclusive means by which a party may bring actions, in furtherance of the foregoingeach case, each party hereto hereby waives and releases, and agrees to cause its Affiliates to waive and release, from and after the Principal Closing, any and all rights, claims and causes of action they may have against the other party hereto (or any of its Affiliates arising Affiliates) under or based upon any statutory or common law or otherwise to the extent relating with respect to this Agreement or the transactions contemplated herebyherein or therein. Except for injunctive and provisional relief (including specific performance) if the Closing occurs and except as expressly provided in any Ancillary 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 the transactions contemplated herein or therein or relating to the Transferred Assets, the Excluded Assets, the Transferred Equity Interests, the Transferred Entities, the Assumed Liabilities and the Excluded Liabilities (including, inter alia, any rights of contribution or recovery under CERCLA or other Environmental Law) except that nothing herein in this Agreement shall limit the liability Liability of any party hereto for fraud or intentional misrepresentation or the right of any party hereto to enforce any arbitration decision rendered pursuant to Section 11.12fraud. With respect to any Damages Losses or other Liabilities arising under this Agreement, Seller and Buyer agree agrees that they it shall only seek such Damages Losses and Liabilities from Buyer or Seller, as applicable, and each party hereto Buyer hereby waives the right to seek Damages Losses or other Liabilities from or equitable remedies, such as injunctive relief, against any Affiliate of the other party hereto Seller or any director, officer or employee of such other party Seller (or any of its Affiliates). If an Indemnified Party is indemnified for any Losses pursuant to this Agreement with respect to any Claim by a third party (other than the R&W Policy), then the appropriate Indemnifying Party will be subrogated to all rights and remedies of the Indemnified Party against such third party, and such Indemnified Party will reasonably cooperate with and assist the Indemnifying Party in asserting all such rights and remedies against such third party.

Limitation, Exclusivity. (a) No Claim with respect to a representation, warranty or covenant shall be made or have any validity unless the Indemnified Party shall have given written notice of such Claim to the Indemnifying Party prior to the date set forth in Section 10.01, if applicable, 10.1 for such Claimrepresentation, warranty or covenant to expire. Except Other than (i) any dispute under Section 2.3 that is required to be decided by the Accounting Firm, (ii) as otherwise expressly provided in an this Section 10.7 regarding Fraud and injunctive and provisional relief (including specific performance) if the Closing occurs, (iii) as expressly provided in any Ancillary Agreement or with respect Agreement, and (iv) pursuant to claims for equitable relief made with respect to breaches of any covenant or agreement contained in the R&W Insurance Policy, Article IX and this Agreement or any of Article X provides the Ancillary Agreements, each exclusive means by which a party hereto acknowledges may assert and agrees that from and after the Principal Closing, the sole and exclusive remedy of such party with respect to any and all claims under this Agreement Claims, and Section 12.11 provides the transactions contemplated hereby shall be pursuant to the indemnification provisions set forth in this Article X, andexclusive means by which a party may bring actions, in furtherance of the foregoingeach case, each party hereto hereby waives and releases, and agrees to cause its Affiliates to waive and release, from and after the Principal Closing, any and all rights, claims and causes of action they may have against the other party hereto (or any of its Affiliates arising Affiliates) under or based upon any statutory or common law or otherwise to the extent relating with respect to this Agreement or the transactions contemplated herebyherein or therein. Except for injunctive and provisional relief (including specific performance) if the Closing occurs and except as expressly provided in any Ancillary 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) arising out of or in connection with this Agreement or the transactions contemplated herein or therein or relating to the Transferred Assets, the Excluded Assets, the Assumed Liabilities and the Excluded Liabilities (including, inter alia, any rights of contribution or recovery under CERCLA or other Environmental Laws) except that nothing herein shall limit the liability Liability of any party hereto for fraud or intentional misrepresentation or the right of any party hereto to enforce any arbitration decision rendered pursuant to Section 11.12Fraud. With respect to any Damages Losses or other Liabilities arising under this Agreement, Seller and Buyer agree agrees that they it shall only seek such Damages Losses and Liabilities from Buyer or Seller, as applicable, and each party hereto Buyer hereby waives the right to seek Damages Losses or other Liabilities from or equitable remedies, such as injunctive relief, against any Affiliate of the other party hereto Seller or any director, officer or employee of such other party Seller (or any of its Affiliates).

Limitation, Exclusivity. (a) No Claim with respect to a covenant shall be made or have any validity unless the Indemnified Party shall have given written notice of such Claim to the Indemnifying Party prior to the date set forth in Section 10.01, if applicable, 11.1 for such Claimcovenant to expire. Except Other than (i) any dispute under Section 2.3 that is required to be decided by the Accounting Firm, (ii) regarding Fraud and injunctive and provisional relief (including specific performance) if the Closing occurs and (iii) as expressly provided herein or in any Ancillary Agreement, this Article XI provides the exclusive means from and after the Closing by which a party may assert and remedy any and all claims (including any claims for breach of contract, warranty, tortious conduct (including negligence) or otherwise provided and whether predicated on common law, statute, strict liability or otherwise), and Section 13.10 provides the exclusive means by which a party may bring actions, in an Ancillary Agreement each case, against the other party (or any of its Affiliates) under or with respect to claims this Agreement or any Ancillary Agreement or the transactions contemplated herein or therein from and after the Closing. Except for equitable Fraud or injunctive and provisional relief made with respect to breaches of any covenant or agreement contained (including specific performance) if the Closing occurs and except as expressly provided in this Agreement or any of the Ancillary AgreementsAgreement, each party hereto acknowledges and agrees that from and after the Principal Closing, the sole and exclusive remedy of such party with respect to any and all claims under this Agreement and the transactions contemplated hereby shall be pursuant to the indemnification provisions set forth in this Article X, and, in furtherance of the foregoing, each party hereto hereby waives and releases, and agrees to cause its Affiliates to waive and release, from and after the Principal Closing, releases any and all rights, other remedies or claims and causes of action they that it may have against the other party hereto (or any of its Affiliates arising under or based upon any statutory or common law or otherwise Affiliates) with respect to the extent relating to matters arising out of or in connection with this Agreement or an Ancillary Agreement or the transactions contemplated herebyherein or therein or relating to the Transferred Assets, except that nothing herein shall limit the liability Excluded Assets, the Transferred Equity Interests, the Transferred Companies, the Assumed Liabilities and the Excluded Liabilities (including, inter alia, any rights of any party hereto for fraud contribution or intentional misrepresentation recovery under the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq., or the right of any party hereto to enforce any arbitration decision rendered pursuant to Section 11.12other Environmental Law). With respect to any Damages Losses or other Liabilities arising under this Agreement, Seller and Buyer agree agrees that they it shall only seek such Damages Losses and Liabilities from Buyer or Seller, as applicable, and each party hereto Buyer hereby waives the right to seek Damages Losses or other Liabilities from or equitable remedies, such as injunctive relief, against any Affiliate of the other party hereto Seller or any director, officer or employee of such other party officer, employee, Representatives, stockholders, members, successors and permitted assignees (or any of its Affiliates). If an Indemnified Party is indemnified for any Losses pursuant to this Agreement with respect to any Third Party Claim, then the appropriate Indemnifying Party will be subrogated to all rights and remedies of the Indemnified Party against such third party, and such Indemnified Party will reasonably cooperate with and assist the Indemnifying Party in asserting all such rights and remedies against such third party. Without limiting the generality of the foregoing, the Parties hereby irrevocably waive any right of rescission they may otherwise have or to which they may become entitled.