No Duplication; Exclusive Remedy. (a) To the extent that a Reinsurer Indemnified Party or a Ceding Company Indemnified Party has received payment in respect of a Loss pursuant to the provisions of any other Transaction Agreement, such Reinsurer Indemnified Party or Ceding Company Indemnified Party shall not be entitled to indemnification for such Loss under this Agreement to the extent of such payment.
(b) Except (i) with respect to claims alleging fraud, (ii) as otherwise provided under this Agreement (including the right to recapture and equitable remedies in addition to the indemnification under Article X) or (iii) the provisions of any Transaction Agreement, from and after the Closing, the exclusive remedy of the Reinsurer, the Reinsurer Indemnified Parties, the Ceding Company and the Ceding Company Indemnified Parties in connection with this Agreement (and any certificate or instrument delivered hereunder) and the transactions contemplated hereby (whether under this Agreement or arising under Applicable Law) shall be as provided in this Article X. In furtherance of the foregoing, each of the Reinsurer, on behalf of itself and each other Reinsurer Indemnified Party, and the Ceding Company, on behalf of itself and each other Ceding Company Indemnified Party, hereby waives, from and after the Closing, to the fullest extent permitted under Applicable Law, any and all rights, claims and causes of action (other than claims of, or causes of action arising from, fraud) it may have against the Ceding Company or any of its Affiliates or Representatives and the Reinsurer or any of its Affiliates or Representatives, as the case may be, arising under or based upon this Agreement or any certificate or instrument delivered in connection herewith, except (x) pursuant to the indemnification provisions set forth in this Article X or (y) as otherwise provided under this Agreement or the provisions of any Transaction Agreement.
No Duplication; Exclusive Remedy. (a) Any liability for indemnification hereunder shall be determined without duplication of recovery (i) by reason of the state of facts giving rise to such liability constituting a breach of more than one representation, warranty, covenant or agreement (and for purposes of clarity there shall be no liability for a breach of any covenant where the primary purpose of such covenant is to maintain the truth or correctness of any representation or warranty or of notifying a party about any untruth or incorrectness of any representation or warranty other than what is available for the breach of such underlying representation or warranty) or (ii) to the extent such liability was already taken into account under Section 2.04.
(b) From and after the Closing and except (i) as expressly provided in Section 2.04 or Section 6.05, (ii) in the case where a party seeks to obtain specific performance pursuant to Section 12.13, (iii) for claims arising out of fraud, and (iv) for claims related to or arising under the terms of the Ancillary Agreements, which shall be governed by the terms of such Ancillary Agreements, the sole and exclusive remedy of the parties in connection with any and all claims under this Agreement and the transactions contemplated hereby (including any Losses from claims for breach of contract, warranty, tortious conduct (including negligence) or otherwise and whether predicated on strict liability, common law or any other Law) shall be as provided in this Article XI.
No Duplication; Exclusive Remedy. (a) If any Losses are indemnified under Section 10.1 of the Master Agreement or Section 9.1 and Section 9.2 of the Reinsurance Agreement, the Administrator Indemnified Party or MLOA Indemnified Party shall not be entitled to indemnification with respect to such Losses pursuant to Section 11.1 or Section 11.2 of this Agreement.
(b) Except as provided in Section 11.5, the indemnities provided for in Section 11.1 or Section 11.2 shall be the sole and exclusive remedy of the parties hereto and their respective officers, directors, employees, agents and Affiliates for any breach of or inaccuracy in any representation or warranty or any breach, nonfulfillment or default in the performance of any of the covenants or agreements contained in this Agreement, and the parties shall not be entitled to a rescission of this Agreement or to any further indemnification rights or claims of any nature whatsoever in respect thereof (including any common law rights of contribution), all of which the parties hereto hereby waive.
No Duplication; Exclusive Remedy. (a) Any liability for indemnification hereunder shall be determined without duplication of recovery by reason of the state of facts giving rise to such liability constituting an Asset, an Assumed Liability, an Excluded Asset or a Retained Liability, or a breach of more than one representation, warranty, covenant or agreement, as applicable.
(b) From and after the Closing, the exclusive remedy of the Indemnified Persons in connection with this Agreement and the transactions contemplated hereby (whether under this contract or arising under common law or any other Law) shall be as provided in this Article X; provided, however, that nothing in this Article X shall limit in any way either party’s remedies in respect of intentional fraud by the other party in connection with the transactions contemplated hereby. In addition, nothing in this Section 10.03(b) shall operate to interfere with or impede the operation of the provisions of Section 2.03(d) or Section 2.04 or Purchaser’s right to seek equitable remedies (including specific performance or injunctive relief) to enforce Section 5.03, Section 5.17 and Section 5.18.
No Duplication; Exclusive Remedy. Any Liability for indemnification hereunder or under any Transaction Agreement shall be determined without duplication of recovery by reason of the same Loss.
No Duplication; Exclusive Remedy. (a) To the extent that a Reinsurer Indemnified Party or a Ceding Company Indemnified Party has received payment in respect of a Loss pursuant to the provisions of any Transaction Agreement, such Reinsurer Indemnified Party or Ceding Company Indemnified Party shall not be entitled to indemnification for such Loss under this Agreement to the extent of such payment. Notwithstanding anything to the contrary herein, any indemnification with respect to Product Tax Non-Compliance or Buyer Product Tax Non-Compliance shall be solely as provided in Section 12.6 of the Master Transaction Agreement.
(b) Except as otherwise provided under this Agreement or the provisions of any Transaction Agreement, from and after the Closing Date, the exclusive remedy of the Reinsurer, the Reinsurer Indemnified Parties, the Ceding Company and the Ceding Company Indemnified Parties in connection with this Agreement (and any certificate or instrument delivered hereunder) and the transactions contemplated hereby (whether under this Agreement or arising under Applicable Law) shall be as provided in this Article IX.
No Duplication; Exclusive Remedy. Any liability for indemnification hereunder shall be determined without duplication of recovery by reason of the state of facts giving rise to such liability constituting a breach of more than one representation or warranty. Seller and Purchaser agree that, after the Closing, their sole remedy with respect to any and all claims arising in connection with the transactions contemplated by this Agreement (other than with respect to fraud or willful breach) shall be pursuant to the indemnification provisions set forth in this Article 7.
No Duplication; Exclusive Remedy. (a) Any liability for indemnification hereunder shall be determined without duplication of recovery solely by reason of the state of facts giving rise to such liability constituting a breach of more than one representation, warranty, covenant or agreement.
(b) From and after the Closing, the exclusive remedy of each party in connection with the representations, warranties, covenants and agreements set forth in this Agreement shall be as provided in this Article VIII or, with respect to Section 3.18, in Section 5.4, except for willful misconduct or common law fraud claims.
No Duplication; Exclusive Remedy. (a) From and after the Closing, any Liability for indemnification hereunder shall be determined without duplication of recovery by reason of the state of facts giving rise to such Liability constituting a breach of more than one representation, warranty, covenant or agreement.
(b) Except as provided in Section 1.03, Article VI or Article IX, from and after the Closing, the exclusive remedy of the Parties in connection with this Agreement and the transactions contemplated hereby shall be as provided in Article VI or this Article IX; provided, that this exclusive remedy for damages does not preclude a party from bringing an action (i) for fraud, (ii) pursuant to Section 1.03 or (iii) for specific performance, injunctive relief or any other equitable remedy to require any other party to perform its obligations under this Agreement.
No Duplication; Exclusive Remedy. (a) Any liability for indemnification hereunder shall be determined without duplication of recovery by reason of the state of facts giving rise to such liability constituting a breach of more than one representation, warranty, covenant or agreement.
(b) Purchaser and Parent hereby acknowledge and agree that, from and after the Closing, their sole remedy with respect to any and all claims arising in connection with the Transactions (other than with respect to fraud or willful breach) shall be pursuant to the indemnification provisions set forth in this Article 8.
