Common use of No Duplication; Exclusive Remedy Clause in Contracts

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) 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 6.052.04, (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 Amended 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) 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 that has the primary purpose effect of such covenant is to maintain maintaining 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 may available for the breach of such underlying representation or warranty) or (ii) to the extent such liability was already taken into account under Section 2.043.05. (b) From and after the Closing and except (i) as expressly provided in Section 2.04 or Section 6.05, (ii) in 3.05 and except for the case where a party seeks to obtain remedy of 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 Agreementsperformance, the sole and exclusive remedy of Purchaser and the parties other Purchaser Indemnified Parties and Seller and the other Seller Indemnified Persons in connection with any and all claims under this Agreement and the transactions contemplated hereby (including except with regard to any Losses from claims for breach of contract, warranty, tortious conduct remedies set forth in the Ancillary Agreements) (including negligence) whether under this Agreement or otherwise and whether predicated on strict liability, arising under common law or any other Law) shall be as provided in this Article XI, including any claim or right of contribution that is premised on the ownership or use of assets of the Company or any Company Subsidiary by Seller or any of its Subsidiaries before the Closing.

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 2.042.04 or Section 2.05. (b) From and after the applicable Closing and except (i) as expressly provided in Section 2.04 2.04, Section 2.05, Section 6.16 and the Ancillary Agreements (other than the HHI Assignment and Assumption Agreement, the HHI Bxxx of Sale, the IP Assignment Agreements, the TLM Assignment and Assumption Agreement, the TLM Bxxx of Sale or Section 6.05the Foreign Acquisition Agreements), (ii) in the case where a party seeks to obtain specific performance pursuant to Section 12.13, 13.13 and (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) whether under this contract or otherwise and whether predicated on strict liability, arising under common law or any other Law) shall be as provided in this Article XIXII, including any claim or right of contribution that is premised on the ownership or use of Transferred Assets or assets of any Transferred Entity by Seller or any of its Subsidiaries before the applicable Closing.

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 6.052.04, (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.