Common use of No Duplication; Exclusive Remedy Clause in Contracts

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) To Any Liability for indemnification hereunder shall be determined without duplication of recovery by reason of the extent that state of facts giving rise to such liability constituting a Reinsurer Indemnified Party Transferred Asset, an Assumed Liability, an Excluded Asset or a Ceding Company Indemnified Party has received payment in respect Retained Liability, or a breach of a Loss pursuant to the provisions of any other Transaction Agreementmore than one representation, such Reinsurer Indemnified Party warranty, covenant or Ceding Company Indemnified Party shall not be entitled to indemnification for such Loss under this Agreement to the extent of such paymentagreement, as applicable. (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 From and after the Closing, the exclusive remedy of the ReinsurerSeller, the Reinsurer Seller Indemnified PartiesPersons, the Ceding Company Purchaser and the Ceding Company Purchaser Indemnified Parties Persons in connection with this Agreement (and any certificate or instrument delivered hereunder) and the transactions contemplated hereby (except with respect to the Intellectual Property Assignment Agreement, the ATLAS OCSP Software License Agreement, the Intellectual Property License Agreements, the Commercial Agreements, the Website Agreement and the Transition Services Agreement) (whether under this Agreement contract or arising under Applicable common law or any other Law) shall be as provided in Article VII and in this Article X. X; provided that nothing in this Section 10.04(b) shall operate to interfere with or impede the operation of the provisions of Section 2.09(b) or the rights of either party to seek equitable remedies to enforce Section 5.16 and Section 5.17. In furtherance of the foregoing, each of the ReinsurerPurchaser, on behalf of itself and each other Reinsurer Purchaser Indemnified PartyPerson, and the Ceding CompanySeller, on behalf of itself and each other Ceding Company Seller Indemnified PartyPerson, hereby waives, from and after the Closing, to the fullest extent permitted under Applicable applicable Law, any and all rights, claims and causes of action (other than claims of, or causes of action arising from, intentional fraud) it may have against the Ceding Company Seller or any of its Affiliates or Representatives representatives and the Reinsurer Purchaser or any of its Affiliates or Representativesrepresentatives, as the case may be, arising under or based upon this Agreement or Agreement, any certificate or instrument delivered in connection herewithherewith and the Xxxx of Sale and Assignment and Assumption Agreement (whether under this contract or arising under common law or any other Law (including rights of contribution or recovery under CERCLA, or otherwise available under any applicable Environmental Law)) (except (x) pursuant to the indemnification provisions set forth in Article VII or in this Article X or (y) as otherwise provided under this Agreement or the provisions of elsewhere in any Transaction AgreementDocument).

No Duplication; Exclusive Remedy. (a) To the extent that a Reinsurer an Administrator Indemnified Party or a Ceding Company an HLIC Indemnified Party has received payment in respect of a Loss pursuant to the provisions of any other Transaction Ancillary Agreement, such Reinsurer Administrator Indemnified Party or Ceding Company HLIC 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) fraud and 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 other Ancillary Agreement, from and after the Closing, the exclusive remedy of the ReinsurerAdministrator, the Reinsurer Administrator Indemnified Parties, the Ceding Company HLIC and the Ceding Company HLIC 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. XII. In furtherance of the foregoing, each of the ReinsurerAdministrator, on behalf of itself and each other Reinsurer Administrator Indemnified Party, and the Ceding CompanyHLIC, on behalf of itself and each other Ceding Company HLIC 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 HLIC or any of its Affiliates or Representatives and the Reinsurer Administrator or any of its Affiliates or Representatives, as the case may 31 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 XII or (y) as otherwise provided under this Agreement or the provisions of any Transaction other Ancillary Agreement.

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 Liability for indemnification hereunder and under any other Transaction Agreement, such Reinsurer Indemnified Party or Ceding Company Indemnified Party Document shall not be entitled to indemnification for such Loss under this Agreement to determined without duplication of recovery by reason of the extent of such paymentsame Loss. (b) Except Prior to the Closing, other than in the case of fraud by the Seller, the sole and exclusive remedy of the Purchaser Parties for any breach or inaccuracy of any representation or warranty contained in this Agreement or any certificate or instrument delivered hereunder shall be the refusal to close the transactions contemplated hereunder in accordance with Section 8.2(a) and the termination of this Agreement in accordance with Article X. (ic) with respect Subject to claims alleging the final sentence of this Section 11.10(c), except in the case of fraud, (ii) as otherwise provided under this Agreement (including the right or where a Party seeks to recapture and equitable remedies in addition obtain specific performance pursuant to the indemnification under Article X) or (iii) the provisions of any Transaction AgreementSection 13.7, from and after the Closing, the sole and exclusive remedy of the ReinsurerSeller, the Reinsurer Seller Indemnified Parties, the Ceding Company Purchaser Parties and the Ceding Company Purchaser Indemnified Parties in connection with this Agreement (and any certificate or instrument delivered hereunder) and the transactions contemplated hereby (hereby, whether under this Agreement or arising under Applicable common law or any other Law) , shall be as provided in this Article X. XI and, as applicable, Section 3.4. In furtherance of the foregoing, each of the ReinsurerPurchaser, on behalf of itself, the Purchaser Parent, on behalf of itself, and each other Purchaser Indemnified Party, and the Seller, on behalf of itself and each other Reinsurer Indemnified Party, and the Ceding Company, on behalf of itself and each other Ceding Company Seller Indemnified Party, hereby waives, from and after the Closing, to the fullest extent permitted under Applicable 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 Seller or any of its Affiliates or Representatives and the Reinsurer Purchaser, the Purchaser Parent or any of its their Affiliates or Representatives, as the case may be, arising under or based upon this Agreement or any certificate or instrument delivered in connection herewith, whether under this contract or arising under common law or any other Law except (x) pursuant to the indemnification provisions set forth in this Article X XI and the set-off right contemplated in Section 3.4. Nothing in this Section 11.10 shall operate to interfere with or (y) as otherwise provided under this Agreement or impede the operation of the provisions of any Transaction AgreementDocument or the rights of either Party to seek equitable remedies to enforce any covenant of a Party to be performed after the Closing.

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 Liability for indemnification hereunder and under any other Transaction Agreement, such Reinsurer Indemnified Party or Ceding Company Indemnified Party Document shall not be entitled to indemnification for such Loss under this Agreement to determined without duplication of recovery by reason of the extent of such paymentsame Loss. (b) Except (i) with respect Prior to claims alleging fraudthe Closing, (ii) as otherwise provided under other than in the case of fraud by the Sellers, the sole and exclusive remedy of the Purchaser Parties for any breach or inaccuracy of any representation or warranty contained in this Agreement or any certificate or instrument delivered hereunder shall be the refusal to close the transactions contemplated hereunder in accordance with Section 9.2(a) and the termination of this Agreement in accordance with Article XI. (including the right to recapture and equitable remedies in addition c) Subject to the indemnification under Article X) final sentence of this Section 12.12(c), except in the case of fraud or (iii) the provisions of any Transaction Agreementwhere a Party seeks to obtain specific performance pursuant to Section 14.7, from and after the Closing, the sole and exclusive remedy of the ReinsurerSellers, the Reinsurer Seller Indemnified Parties, the Ceding Company Purchaser Parties and the Ceding Company Purchaser Indemnified Parties in connection with this Agreement (and any certificate or instrument delivered hereunder) and the transactions contemplated hereby (hereby, whether under this Agreement or arising under Applicable common law or any other Law) , shall be as provided in this Article X. XII and, as applicable, Section 2.5. In furtherance of the foregoing, each of the ReinsurerPurchaser, on behalf of itself itself, the Purchaser Parent, on behalf of itself, and each other Reinsurer Purchaser Indemnified Party, and the Ceding CompanySellers, on behalf of itself themselves and each other Ceding Company Seller Indemnified Party, hereby waives, from and after the Closing, to the fullest extent permitted under Applicable 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 Sellers or any of its their respective Affiliates or Representatives and the Reinsurer Purchaser, the Purchaser Parent or any of its their Affiliates or Representatives, as the case may be, arising under or based upon this Agreement or any certificate or instrument delivered in connection herewith, whether under this contract or arising under common law or any other Law except (x) pursuant to the indemnification provisions set forth in this Article X XII and the set-off right contemplated in Section 2.5. Nothing in this Section 12.12 shall operate to interfere with or (y) as otherwise provided under this Agreement or impede the operation of the provisions of any Transaction AgreementDocument or the rights of either Party to seek equitable remedies to enforce any covenant of a Party to be performed after the Closing.

No Duplication; Exclusive Remedy. (a) To the extent that a Reinsurer an Administrator Indemnified Party or a Ceding Company an ILA Indemnified Party has received payment in respect of a Loss pursuant xxxsuant to the provisions of any other Transaction Ancillary Agreement, such Reinsurer Administrator Indemnified Party or Ceding Company ILA Indemnified Party shall not be entitled to indemnification for fxx such Loss under this Agreement to the extent of such payment. (b) Except (i) with respect to claims alleging fraud, (ii) fraud and 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 other Ancillary Agreement, from and after the Closing, the exclusive remedy of the ReinsurerAdministrator, the Reinsurer Administrator Indemnified Parties, the Ceding Company ILA and the Ceding Company ILA Indemnified Parties in connection with this Agreement Agrexxxnt (and any axx 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. XIII. In furtherance of the foregoing, each of the ReinsurerAdministrator, on behalf of itself and each other Reinsurer Administrator Indemnified Party, and the Ceding CompanyILA, on behalf of itself and each other Ceding Company ILA Indemnified Party, hereby hxxxby waives, from and after the Closing, to xo 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 ILA or any of its Affiliates or Representatives and the Reinsurer Administxxxor 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 XIII or (y) as otherwise provided under this Agreement or the provisions of any Transaction other Ancillary Agreement.

No Duplication; Exclusive Remedy. (a) To the extent that a Reinsurer an Administrator Indemnified Party or a Ceding Company an IXX Indemnified Party has received payment in respect of a Loss pursuant to the provisions of any other Transaction Ancillary Agreement, such Reinsurer Administrator Indemnified Party or Ceding Company IXX 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) fraud and 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 other Ancillary Agreement, from and after the Closing, the exclusive remedy of the ReinsurerAdministrator, the Reinsurer Administrator Indemnified Parties, the Ceding Company IXX and the Ceding Company IXX 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. XIII. In furtherance of the foregoing, each of the ReinsurerAdministrator, on behalf of itself and each other Reinsurer Administrator Indemnified Party, and the Ceding CompanyIXX, on behalf of itself and each other Ceding Company IXX 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 IXX or any of its Affiliates or Representatives and the Reinsurer Administrator 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 XIII or (y) as otherwise provided under this Agreement or the provisions of any Transaction other Ancillary Agreement.

No Duplication; Exclusive Remedy. (a) To Any Liability for indemnification hereunder and under any Ancillary Agreement shall be determined without duplication of recovery by reason of 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 paymentsame Loss. (b) Prior to the Closing, other than in the case of fraud or intentional misrepresentation by Seller or any of its Affiliates, the sole and exclusive remedy of Buyer for any breach or inaccuracy of any representation or warranty contained in this Agreement or any certificate or instrument delivered hereunder shall be refusal to close the transactions contemplated hereunder in accordance with Sections 9.1(a) or (b) and termination of this Agreement in accordance with Article XIII. (c) Except (i) with respect to claims alleging fraudfraud and as provided under (i) the provisions of Sections 2.4 through 2.5, (ii) as otherwise provided under this Agreement the provisions of Article XII (including the right relating to recapture and equitable remedies in addition to the indemnification under Article X) or Tax matters), (iii) the provisions hereof providing for equitable remedies or (iv) the provisions of any Transaction Ancillary Agreement (other than the Xxxx of Sale and the Assignment and Assumption Agreement), from and after the Closing, the exclusive remedy of the ReinsurerSeller, the Reinsurer Seller Indemnified PartiesPersons, the Ceding Company Buyer and the Ceding Company Buyer Indemnified Parties Persons 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. XI. In furtherance of the foregoing, each of the ReinsurerBuyer, on behalf of itself and each other Reinsurer Buyer Indemnified PartyPerson, and the Ceding CompanySeller, on behalf of itself and each other Ceding Company Seller Indemnified PartyPerson, 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 Seller or any of its Affiliates or Representatives and the Reinsurer Buyer or any of its Affiliates or Representatives, as the case may be, arising under or based upon this Agreement or Agreement, any certificate or instrument delivered in connection herewith, the Xxxx of Sale or the Assignment and Assumption Agreement (whether under this Agreement or arising under common law or any other Applicable Law), except (x) pursuant to the indemnification provisions set forth in this Article X XI or (y) as otherwise provided under this Agreement (A) the provisions of Sections 2.4 through 2.5, (B) the provisions of Article XII (relating to Tax matters), (C) the provisions hereof providing for equitable remedies or (D) the provisions of any Transaction Ancillary Agreement (other than the Xxxx of Sale and the Assignment and Assumption Agreement).

No Duplication; Exclusive Remedy. (a) To Any liability for indemnification hereunder shall be determined without duplication of recovery by reason of the extent that a Reinsurer Indemnified Party state of facts giving rise to such liability constituting an Asset, an Assumed Liability, an Excluded Asset or a Ceding Company Indemnified Party has received payment in respect Retained Liability, or a breach of a Loss pursuant to the provisions of any other Transaction Agreementmore than one representation, such Reinsurer Indemnified Party warranty, covenant or Ceding Company Indemnified Party shall not be entitled to indemnification for such Loss under this Agreement to the extent of such paymentagreement, as applicable. (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 From and after the Closing, the exclusive remedy of the Reinsurer, the Reinsurer Indemnified Parties, the Ceding Company and the Ceding Company Indemnified Parties parties in connection with this Agreement (and any certificate or instrument delivered hereunder) and the transactions contemplated hereby Transactions (whether under this Agreement or arising under Applicable common law or any other Law) (but excluding disputes relating to the Closing Statement, which shall be resolved as set forth in Section 2.04(c) and (d)) shall be as provided in this Article X. XI. In furtherance of the foregoing, each of the ReinsurerPurchaser, on behalf of itself and each other Reinsurer Purchaser Indemnified PartyPerson, and the Ceding CompanySeller, on behalf of itself and each other Ceding Company Seller Indemnified PartyPerson, hereby waiveswaive, from and after the Closing, to the fullest extent permitted under Applicable applicable Law, any and all rights, claims and causes of action (other than claims of, or causes of action arising from, from fraud) it may have against the Ceding Company Seller or any of its Affiliates or Representatives representatives, in the case of Purchaser, and the Reinsurer against Purchaser or any of its Affiliates Subsidiaries or Representativesrepresentatives, as in the case may beof Seller, arising under or based upon this Agreement Agreement, any document or any certificate or instrument delivered in connection herewithherewith or therewith, any applicable Law (including rights of contribution or recovery under the Comprehensive Environmental Responsibility, Compensation, and Liability Act, as amended, or otherwise available under any applicable Environmental Law), common Law or otherwise (except (x) pursuant to the indemnification provisions set forth in this Article X XI). Notwithstanding the foregoing, each party shall be entitled to seek any remedy in equity for specific performance or injunctive relief for breach of a covenant. (yc) as otherwise provided under this Agreement or the provisions of any Transaction AgreementNOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, NO PARTY TO THIS AGREEMENT SHALL BE LIABLE TO OR OTHERWISE RESPONSIBLE TO ANY OTHER PARTY HERETO OR ANY AFFILIATE OF ANY OTHER PARTY HERETO FOR EXEMPLARY, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, LOST PROFITS, LOST SALES, BUSINESS INTERRUPTION OR LOST BUSINESS OPPORTUNITIES THAT ARISE OUT OF OR RELATE TO THIS AGREEMENT, THE TRANSACTIONS OR THE PERFORMANCE OR BREACH HEREOF OR ANY LIABILITY RETAINED OR ASSUMED HEREUNDER, EXCEPT (IN EACH OF THE FOREGOING CASES) TO THE EXTENT SUCH EXEMPLARY, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, LOST PROFITS, LOST SALES, BUSINESS INTERRUPTION OR LOST BUSINESS OPPORTUNITIES (A) ARISE FROM FRAUD, OR (B) ARE CLAIMED BY ANY THIRD PARTY AGAINST AN INDEMNIFIED PARTY.