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.
(b) Any and all rights and remedies of any legal nature which Purchaser may otherwise have (in addition to the claims for specific performance (primäre Erfüllungspflichten) and the indemnity claims explicitly set forth herein) against any Seller or any of their Affiliates or their executives or representatives in relation to the sale of Company to Purchaser, this Agreement or the transactions contemplated hereby shall be excluded. In particular, without limiting the generality of the foregoing, Purchaser hereby waives any rights and claims under statutory representations and warranties (sections 434 et seq. BGB), statutory, contractual or pre-contractual obligations (sections 280 to 282, 311 BGB) or frustration of contract (section 313 BGB) or tort (sections 823 et seq. BGB) and Purchaser shall not 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.
(c) The provisions of this Section 7.5 shall not affect any rights and remedies of the Parties for fraud (Arglist) or wilful misconduct (Vorsatz) nor any claims arising from a breach of an obligation to make a payment in accordance with Section 3 or with Section 4.4.
No Additional Rights or Remedies. (a) Unless explicitly provided otherwise in this Agreement, Taxes shall be exclusively governed by clause 13.
(b) If any Target Company has any claim for or in respect of Taxes against any member of Seller's Group other than by virtue of this Agreement (for instance, based on the Transitional Services Agreements, the IP Agreement or the Product Supply Agreements) and such claims go beyond Purchaser's claims under this Agreement, Purchaser shall put Seller economically in the same position as if the relevant Target Company had only the same claims and rights Purchaser has under this Agreement. Conversely, if any member of Seller's Group has any claim for or in respect of Taxes against any Target Company other than by virtue of this Agreement (for instance, based on the Transitional Services Agreements, the IP Agreement or the Product Supply Agreements) and such claims go beyond the claims of any member of Seller's Group under this Agreement, Seller shall put Purchaser economically in the same position as if the members of Seller's Group had only the same claims and rights the members of Seller's Group have under this Agreement. Without prejudice to the rights and obligations under this clause 13.9, any claims for the consideration to be paid under the Transitional Services Agreements, the IP Agreement or the Product Supply Agreements shall remain unaffected by this clause 13.9. For the avoidance of doubt, this clause 13.9(a) shall not limit or prejudice the Tax Warranties or clauses 6.4, 6.5 or 25.1.
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. (a) The Parties agree that the rights and remedies which Purchaser and Sellers may have with respect to the breach of a representation, warranty, covenant or agreement or with respect to an indemnity contained in this Agreement are limited to the rights and remedies explicitly contained herein. Apart from the rights explicitly mentioned in this Agreement any right of the Purchaser to withdraw (zurücktreten) from this Agreement is explicitly excluded.
(b) In connection with this Agreement, Purchaser and Sellers hereby waive any claims under statutory representations and warranties (Sections 434 et seq. of the German Civil Code), statutory, contractual or pre-contractual obligations (Section 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).
(c) The provisions of this Section 7.12 shall not affect any rights and remedies which cannot be excluded under mandatory applicable law.
No Additional Rights or Remedies. (a) The Parties agree that the rights and remedies which the Purchaser may have with respect to the breach of a representation, warranty, covenant, undertaking, guarantee or agreement or with respect to an indemnity contained in this Agreement are limited to the rights and remedies explicitly contained herein.
(b) Any and all rights and remedies of any legal nature which the Purchaser or Hxxxxx may otherwise have (in addition to the claims for specific performance (primäre Erfüllungspflichten) and the indemnity claims explicitly set forth herein) against the Sellers in connection with this Agreement or the transaction contemplated hereby shall be excluded; in particular, without limiting the generality of the foregoing, the Purchaser hereby waives any claims under statutory representations and warranties (Sections 434 et seq. of the German Civil Code), statutory, contractual or precontractual obligations (Section 280 to 282, 311 of the German Civil Code) or frustration of contract (Section 313 of the German Civil Code) or tort (Sections 823 et seq. of the German Civil Code) and the Purchaser shall not have any right to resign, cancel or otherwise terminate this Agreement or exercise any right or remedy which would have a similar effect except in case of fraud.
(c) The provisions of this Clause 5.7 shall not affect any rights and remedies which cannot be excluded under mandatory applicable law or which are based upon a gross negligence of any of the Sellers.
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.
5.7.2 Each Party hereby waives any claims under statutory representations and warranties (sections 434 et seqq. BGB), statutory contractual or pre-contractual obligations (vorvertragliche Pflichten) (section 280 to 282, 311 BGB) or frustration of contract (Wegfall der Geschäftsgrundlage) (section 313 BGB) or tort (sections 823 et seqq. BGB), 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.
5.7.3 The provisions of this Section 5 shall not affect any rights and remedies of the Parties for intentional and knowing fraud (Vorsatz oder arglistige Täuschung).
5.7.4 Without limiting the generality of the foregoing, Intersect acknowledges that the Sellers give no representation, warranty or guarantee with respect to any projections, estimates or budgets delivered or made available to Intersect or its counsel, accountants or other advisors regarding future revenues, earnings, cash flow, the future financial condition or the future business operation of the Group Companies.
No Additional Rights or Remedies. (a) Unless explicitly provided otherwise in this Agreement, Taxes shall be exclusively governed by clause 12.
(b) The Parties agree that the allocation of responsibility in respect of Taxes as contemplated in this Agreement shall not be undermined, circumvented or overruled by any covenants, indemnities, or other claims which any member of Sellers' Groups, Purchaser German TopCo Group or any Target Company may have on the basis of other agreements or any other legal basis. In order to achieve this goal, the Parties agree that in cases where any such claim would economically result in an allocation which departs from the allocation as foreseen in this Agreement, the Parties will put each other in a position as if no such other claim existed to the extent such other claim would lead to an allocation which is not consistent with the allocation as foreseen in this Agreement. The Parties are aware that there will be certain other agreements which will govern the relations between Sellers' Groups on the one hand and Purchaser German TopCo Group on the other hand with respect to the period from the Financial Closing Date onwards (such as the Transitional Services Agreements, the IP Agreements or the Product Supply Agreements but for the avoidance of doubt not including the Carve Out Agreement) and agree that any clause that is dealing with the tax treatment of the underlying supplies and services provided for in these agreements shall remain unaffected by the foregoing principles.
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.
8.11.2 Any claims and rights of the Purchaser beyond the representations and warranties provided for in Clause 7 and the covenants and agreements contained in this Agreement are hereby excluded and the Purchaser expressly waives all such rights or remedies, in particular, without prejudice to Clause 8.1.1, the Purchaser shall have no right or remedy (and hereby expressly waives all such rights and remedies), to claim for damages (in particular in respect of consequential damages (Mangelfolgeschaden) indirect damages and lost profits), Damages under the principles of culpa in contrahendo. The Parties expressly exclude the application of Section 934 ABGB concerning “Verkürzung über die Hälfte” (laesio enormis) and the rescission (Wandlung), cancellation (Rücktritt) or voidance (Anfechtung) of this Agreement for any breach of a representation or warranty or on grounds of error (Irrtum) or in case of a material change of circumstances (Wegfall der Geschäftsgrundlage) or any other ground or to request a modification of the terms and the consideration agreed herein on the basis of any such ground, except (i) in the event of fraudulent intent (Arglist) or willful misconduct (Vorsatz) or (ii) in case otherwise agreed upon the Parties in this Agreement. The legal assumption pursuant to Section 924 second - 48 - sentence ABGB shall be excluded. The Purchaser declares that it is an entrepreneur within the meaning of Section 351 UGB.
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.
(b) 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 12.
No Additional Rights or Remedies. (a) The Parties agree that the rights and remedies which Purchaser and Seller may have with respect to the breach of a Warranty, Purchaser Warranty or with respect to any indemnity contained in this Agreement are limited to the rights and remedies explicitly contained herein (including, for the avoidance of doubt, explicit reference to rights and remedies under applicable statutory law).
