Common use of No Additional Rights or Remedies Clause in Contracts

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) 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 with in respect to of the breach of any guarantee, a 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 herein without prejudice to any legal nature which Purchaser may otherwise have (in addition to the claims claim for specific performance (primäre Erfüllungspflichten) and the indemnity claims explicitly or for any injunction or court order to enforce any rights 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 excludedAgreement. In particular, without limiting the generality of the foregoinglimitation, 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 no Party shall not have any 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. (b) Other than the rights and remedies explicitly set forth herein and without prejudice to any claim for specific performance or for any injunction or court order to enforce any rights set forth in this Agreement, Purchasers (and any company nominated by the relevant Purchaser pursuant to Section 4.31.1(d)) and Sellers hereby waive any and all rights and remedies of any nature (contractual, quasi-contractual, tort or otherwise), including any claims under statutory representations and claims for negligent misrepresentation, which they may otherwise have against each other in connection with this Agreement or the transactions contemplated hereby, except for any rights and remedies under the Confidentiality Agreement dated February 3, 2000. (c) The provisions of this Section 7.5 8.5 shall not affect apply to (i) rights and remedies which the Sellers may have under applicable law as a result of any Purchaser's failure to pay the purchase price or any portion thereof in accordance with this Agreement, (ii) rights and remedies which the Purchasers (or any company nominated by the relevant Purchaser pursuant to Section 1.1(d)) may have under applicable law arising from Sellers' failure to transfer the Sold Shares, free and clear of any encumbrances and rights of third parties, to Purchasers (or any company nominated by the relevant Purchaser pursuant to Section 1.1(d)) on the Closing Date (iii) rights and remedies which Avnet (or any company so nominated by it) may have under applicable law arising from any breach of the representation, warranty and covenant in Section 11.2, and (iv) any rights and remedies of the Parties any Party 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) The Parties agree that the rights and remedies which Purchaser may have Except as explicitly provided in this Agreement, in particular in respect of claims for specific performance (primäre Erfüllungspflichten), including with respect to the breach of covenants set forth in Sections 7.2 through 7.10, and the indemnity claims explicitly set forth herein, 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 the Parties may otherwise have (against the respective other Parties 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, connection with this Agreement or the transactions contemplated hereby shall be excluded. In particular, without limiting the generality of the foregoing, Purchaser each Party hereby waives any rights and claims under statutory representations and warranties (sections Sections 434 et seq. BGBof the German Civil Code), statutoryirrespective 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 pre-contractual precontractual obligations (sections Sections 280 to 282, 311 BGB) or of the German Civil Code), frustration of contract (section Section 313 BGBof the German Civil Code) or tort (sections Sections 823 et seq. BGB) of the German Civil Code), and Purchaser no Party 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. (b) Purchaser further agrees to cause the members of the Bakelite Group not to raise any claims against any entities, directors or officers of the RÜTGERS Group relating to Sellers’ shareholdings or interests in, or any action taken by any such entity, director or officer of the RÜTGERS Group as shareholder, partner, director or officer of, any such member of the Bakelite Group prior to the Closing Date and to indemnify all entities, directors and officers of the RÜTGERS Group from any such claims. (c) The provisions of this Section 7.5 8.7 shall not affect any rights and remedies of the Parties for fraud (Arglist) which cannot be excluded or wilful misconduct (Vorsatz) nor limited under mandatory law and any claims of Sellers arising from a breach of an Purchaser’s obligation to make a payment pay the Purchase Price. (d) If any matter would result in accordance with an indemnity claim of Purchaser under Section 3 8.1 (a) and under any of the indemnities contained in Section 9, 10 or with 11, exclusively the relevant indemnity in Section 4.49, 10 or 11 (including all limitations relating thereto) shall apply.

No Additional Rights or Remedies. (a) The Parties agree that the rights and remedies which Purchaser the Parties 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 Other than the rights and remedies under this Agreement, any and all rights and remedies of any legal nature which Purchaser or Purchaser Parent may otherwise have (in addition to the except for claims for specific performance (primäre Erfüllungspflichten) and the indemnity claims explicitly set forth herein) ), against any Seller or any member of their Affiliates or their executives or representatives Seller’s Group (including EPP GmbH) in relation to connection with the sale of Company the Sold Share to Purchaser, this Agreement or the transactions contemplated hereby shall be excluded. In particular, without limiting the generality of the foregoing, Purchaser and Purchaser Parent hereby waives waive 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 and Purchaser Parent 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 4.35.3. Section 300 XXX, and unless to the extent otherwise stated in Section 9.1(b)(i), Section 442 para. 1 BGB shall not apply. This paragraph applies mutatis mutandis to Seller’s and Guarantor’s claims against Purchaser and Purchaser Parent in connection with a breach of Purchaser’s and Purchaser Parent’s respective obligations under this Agreement. (c) The provisions of this Section 7.5 9.5 shall not affect any rights and remedies of the Parties for fraud (Arglist) or wilful misconduct (Vorsatz) nor any claims of Seller arising from a breach of an Purchaser’s obligation to make a payment pay the Purchase Price, the Inter-Group Net-Debt Amount or the ES Loan Receivable Purchase Price in accordance with Section 3 4 or any claims of Purchaser or Seller to pay any adjustment amount contemplated thereby in accordance with Section 4.44. (d) For the avoidance of doubt, nothing in this Section 9.5 shall exclude the right of any of the Parties to enforce its rights and claims it may have hereunder by way of an injunctive relief (einstweilige Verfügung)).

No Additional Rights or Remedies. (a) The Parties agree Purchaser agrees that the its sole rights and remedies which Purchaser may have with respect to the a breach of any guarantee, representation, warranty, covenant or agreement or with respect any other provision of this Agreement shall be damages, and that such damages shall be subject to any indemnity contained and all limitations set out in this Agreement are limited to the and that Purchaser expressly waives any and all other rights and remedies explicitly contained herein.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 (b) Any In addition to Section 7.9(c), Purchaser agrees that any and all rights and remedies of any legal nature (contractual, quasi-contractual, statutory) which Purchaser may otherwise have (against Sellers 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, connection with 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 or tort. (sections 434 et seq. BGB), statutory, contractual or pre-contractual obligations (sections 280 to 282, 311 BGBc) or frustration of contract (section 313 BGB) or tort (sections 823 et seq. BGB) and Purchaser No Party 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 4.312. (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) 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 with in respect to of the breach of any guarantee, a 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 herein without prejudice to any legal nature which Purchaser may otherwise have (in addition to the claims claim for specific performance (primäre Erfüllungspflichten) and the indemnity claims explicitly or for any injunction or court order to enforce any rights 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 excludedAgreement. In particular, without limiting the generality of the foregoinglimitation, 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 no Party shall not have any 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. (b) Other than the rights and remedies explicitly set forth herein and without prejudice to any claim for specific performance or for any injunction or court order to enforce any rights set forth in this Agreement, Purchasers (and any company nominated by the relevant Purchaser pursuant to Section 4.31.1(d)) and Sellers hereby waive any and all rights and remedies of any nature (contractual, quasi-contractual, tort or otherwise), including any claims under statutory representations and claims for negligent misrepresentation, which they may otherwise have against each other in connection with this Agreement or the transactions contemplated hereby, except for any rights and remedies under the Confidentiality Agreement dated February 3, 2000. (c) The provisions of this Section 7.5 8.5 shall not affect apply to (i) rights and remedies which the Sellers may have under applicable law as a result of any Purchaser's failure to pay the purchase price or any portion thereof in accordance with this Agreement, (ii) rights and remedies which the Purchasers (or any company nominated by the 96 96 relevant Purchaser pursuant to Section 1.1(d)) may have under applicable law arising from Sellers' failure to transfer the Sold Shares, free and clear of any encumbrances and rights of third parties, to Purchasers (or any company nominated by the relevant Purchaser pursuant to Section 1.1(d)) on the Closing Date (iii) rights and remedies which Avnet (or any company so nominated by it) may have under applicable law arising from any breach of the representation, warranty and covenant in Section 11.2, and (iv) any rights and remedies of the Parties any Party 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) The Parties agree that the rights and remedies which Purchaser and Seller may have with respect to the breach of any guarantee, a representation, warranty, covenant or agreement or with respect any other provision of this Agreement, and under all indemnities contained herein (other than Seller's obligation to any indemnity contained in this Agreement deliver the Sold Shares against payment of the full Purchase Price), are limited to the rights and remedies explicitly contained herein. (b) Any and all rights and remedies of any legal nature which Purchaser or Seller may otherwise have (in addition to the claims for specific performance (primäre ErfüllungspflichtenPRIMARE ERFULLUNGSPFLICHTEN) and the indemnity claims explicitly set forth herein) against any Seller or any of their Affiliates or their executives or representatives the other Party in relation to the sale of Company to Purchaser, connection with this Agreement or the transactions contemplated hereby shall be excludedexcluded and irrevocably waived. In particular, without limiting the generality of the foregoing, Purchaser each Party hereby waives any rights and claims under statutory representations and warranties (sections Sections 434 et seq. BGBof the German Civil Code), statutory, statutory contractual or pre-contractual precontractual obligations (sections Articles 280 to 282, 311 BGBof the German Civil Code) or frustration of contract (section Section 313 BGBof the German Civil Code) or tort (sections Sections 823 et seq. BGB) of the German Civil Code), and Purchaser no Party 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 4.3ARTICLE 4.6. (c) The provisions of this Section 7.5 ARTICLE 8.8 shall not affect any rights and remedies of the Parties for fraud (Arglist) or wilful misconduct (VorsatzVORSATZ) nor and to any claims of Seller arising from a breach of an Purchaser's obligation to make a payment pay the Purchase Price in accordance with Section 3 or with Section 4.4ARTICLE 2.

No Additional Rights or Remedies. (a) The Parties agree that the rights and remedies which Purchaser the Parties 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 Other than the rights and remedies under this Agreement, any and all rights and remedies of any legal nature which Purchaser or Purchaser Parent may otherwise have (in addition to the except for claims for specific performance (primäre Erfüllungspflichten) and the indemnity claims explicitly set forth herein) ), against any Seller or any member of their Affiliates or their executives or representatives Seller’s Group (including EPP GmbH) in relation to connection with the sale of Company the Sold Share to Purchaser, this Agreement or the transactions contemplated hereby shall be excluded. In particular, without limiting the generality of the foregoing, Purchaser and Purchaser Parent hereby waives waive 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 and Purchaser Parent 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 4.35.3. Section 377 HGB, and unless to the extent otherwise stated in Section 9.1(b)(i), Section 442 para. 1 BGB shall not apply. This paragraph applies mutatis mutandis to Seller’s and Guarantor’s claims against Purchaser and Purchaser Parent in connection with a breach of Purchaser’s and Purchaser Parent’s respective obligations under this Agreement. (c) The provisions of this Section 7.5 9.5 shall not affect any rights and remedies of the Parties for fraud (Arglist) or wilful misconduct (Vorsatz) nor any claims of Seller arising from a breach of an Purchaser’s obligation to make a payment pay the Purchase Price, the Inter-Group Net-Debt Amount or the ES Loan Receivable Purchase Price in accordance with Section 3 4 or any claims of Purchaser or Seller to pay any adjustment amount contemplated thereby in accordance with Section 4.44. (d) For the avoidance of doubt, nothing in this Section 9.5 shall exclude the right of any of the Parties to enforce its rights and claims it may have hereunder by way of an injunctive relief (einstweilige Verfügung)).