No Additional Rights or Remedies. (a) The Parties agree that the rights and remedies which Purchaser may have with respect to the breach of any guarantee, representation, warranty, covenant or agreement or with respect to any indemnity contained in this Agreement are limited to the rights and remedies explicitly contained herein.
No Additional Rights or Remedies. (a) The Parties agree that the rights and remedies which the Sellers on the one hand and Purchasers (or any company nominated by the relevant Purchaser pursuant to Section 1.1 (d)) on the other hand may have in respect of the breach of a representation, warranty, covenant or agreement contained in this Agreement are limited to the rights and remedies explicitly contained herein without prejudice to any claim for specific performance or for any injunction or court order to enforce any rights set forth in this Agreement. In particular, without limitation, no Party shall have a right to rescind, cancel or otherwise terminate this Agreement or exercise any right or remedy which would have a similar effect, except for the termination rights set forth in Article 10 below.
No Additional Rights or Remedies. (a) Unless explicitly provided otherwise in this Agreement, Taxes shall be exclusively governed by clause 13.
No Additional Rights or Remedies. (a) Except as explicitly provided in this Agreement, in particular in respect of claims for specific performance (primäre Erfüllungspflichten), including with respect to the covenants set forth in Sections 7.2 through 7.10, and the indemnity claims explicitly set forth herein, any and all rights and remedies of any legal nature which the Parties may otherwise have against the respective other Parties in connection with this Agreement or the transactions contemplated hereby shall be excluded. In particular, without limiting the generality of the foregoing, each Party hereby waives any claims under statutory representations and warranties (Sections 434 et seq. of the German Civil Code), irrespective of whether any defects (Xxxxxx) exist on the date hereof or arise in the period between the date hereof and the Closing Date, and any claims related to statutory contractual or precontractual obligations (Sections 280 to 282, 311 of the German Civil Code), frustration of contract (Section 313 of the German Civil Code) or tort (Sections 823 et seq. of the German Civil Code), and no Party shall have any right to rescind, cancel or otherwise terminate this Agreement or exercise any right or remedy which would have a similar effect, except for the termination rights set forth in Section 4.3.
No Additional Rights or Remedies. Purchaser’s rights arising out of a breach of the Warranties or any violation of a covenant, agreement or undertaking contained in this Agreement shall be exclusively governed by the terms of this Agreement. To the extent permitted by Law and except for any claims for, fraud or willful misconduct (Vorsatz), any statutory rights including the statutory representations and warranties (§§ 434 et seq. BGB), any statutory pre-contractual or contractual obligations (§ 311 (1) and (2) BGB) not explicitly contained in this Agreement and any claims for frustration of contract (§ 313 of the BGB) are hereby excluded.
No Additional Rights or Remedies. 8.11.1 Except and to the extent expressly stated herein, any right of the Purchaser to rescind or withdraw from this Agreement shall be excluded.
No Additional Rights or Remedies. (a) Purchaser agrees that its sole rights and remedies with respect to a breach of any warranty, covenant or any other provision of this Agreement shall be damages, and that such damages shall be subject to any and all limitations set out in this Agreement and that Purchaser expressly waives any and all other rights and remedies in respect of any breach of any warranty, covenant or other provision of this Agreement save for those specifically provided for in this Agreement. For the avoidance of doubt, the Parties agree that any and all warranties given pursuant to this Agreement are given solely as a warranty and are not given as representations nor do they constitute an indemnity or covenant to pay in respect of any loss arising as a result of a breach of any warranty, as such, damages in respect of any breach of a warranty shall be assessed in a manner *****Commercial terms omitted and filed separately with the Commission. Confidential treatment requested under 17 C.F.R. 240.24b-2. †††††Personal information omitted and filed separately with the Commission. Confidential treatment requested under 17 C.F.R. 240.24b-2. 56 EXECUTION VERSION consistent with this position and not on an indemnity basis, and in any event and at all times subject to the limitations set out in this Agreement.
No Additional Rights or Remedies. (a) Purchaser agrees that its sole rights and remedies with respect to any Claim shall be damages, and that such damages shall be subject to any and all limitations set out in this Agreement and that Purchaser expressly waives any and all other rights and remedies in respect of any Claim save for those specifically provided for in this Agreement. For the avoidance of doubt, the Parties agree that any and all warranties given in Sections 4.4(a), 7.3 to 7.17 are given solely as a warranty and are not given as representations nor, except as provided in Section 4.4(a), do they constitute an indemnity or covenant to pay in respect of any loss arising as a result of a breach of any warranty, as such, damages in respect of any breach of a warranty shall be assessed in a manner consistent with this position and not on an indemnity basis, and in any event and at all times subject to the limitations set out in this Agreement.
No Additional Rights or Remedies. (a) The remedies which the Purchasers may have against the Sellers and/or Clariant Corp. for a breach of the Agreement shall solely be governed by this Agreement and shall be the exclusive remedies available to the Purchasers. To the extent permitted by law, any claims and remedies other than those explicitly provided for in this Agreement, regardless of their nature, amount or legal basis, are hereby expressly waived and excluded.
No Additional Rights or Remedies. 5.7.1 The Parties agree that the rights and remedies which a Party may have with respect to the breach of a representation, warranty, covenant or agreement or any other provision of this Agreement, and under all indemnities contained herein, are limited to the rights and remedies explicitly contained herein.
