Remedies; Exclusive Remedy. Except in the case of fraud and as otherwise provided in Section 10.8, the rights and remedies under this Article IX are exclusive and in lieu of any and all other rights and remedies that the Contributor Indemnified Parties may have against SEP or that the SEP Indemnified Parties may have against SE Corp under this Agreement or otherwise with respect to the Companies, the Conveyed Interests or any breach of any representation or warranty or any failure to perform any covenant or agreement set forth in this Agreement. Each of the Parties expressly waives any and all other rights, remedies and causes of action it or its Affiliates may have against the other Party and its respective Affiliates, now or in the future under any Law with respect to the Transactions. The remedies expressly provided in this Agreement shall constitute the sole and exclusive basis for and means of recourse between the Parties with respect to the Transactions.
Remedies; Exclusive Remedy. Except (a) in the case of fraud or willful breach of this Agreement by the Party against whom rights and remedies are sought to be enforced, (b) in connection with the transactions contemplated by Section 2.4 and (c) as otherwise provided in Section 6.19 and Section 10.8, from and after Closing the rights and remedies under this ARTICLE IX are exclusive and in lieu of any and all other rights and remedies that the Seller Indemnified Parties may have against Buyer or that the Buyer Indemnified Parties may have against Seller under this Agreement or otherwise with respect to the Company, the Securities or any breach of any representation or warranty or any failure to perform any covenant or agreement set forth in this Agreement. Effective as of the Closing, each of the Parties expressly waives any and all other rights, remedies and causes of action (other than under this ARTICLE IX and any exceptions thereto listed in the first sentence of this Section 9.10) it or its Affiliates may have, in the case of Seller, against Buyer and, in the case of Buyer, against Seller and its Affiliates, now or in the future under any Law with respect to the Transactions. From and after Closing, the remedies expressly provided in this Agreement shall constitute the sole and exclusive basis for and means of recourse between Seller, on the one hand, and Buyer, on the other hand, with respect to the Transactions.
Remedies; Exclusive Remedy. Except in the case of knowing and intentional actual fraud with respect to the representations and warranties set forth in Section 3 and Section 4 of this Agreement or Willful and Material Breach of any covenant contained in this Agreement by the Party against whom rights and remedies are sought to be enforced, from and after Closing, the rights and remedies under this Section 6 are the sole and exclusive rights and remedies and in lieu of any and all other rights and remedies that the Company and its Representatives or the Noteholder and its Representatives may have against the Noteholder or the Company, respectively, under this Agreement or otherwise with respect to any breach of any representation or warranty or any failure to perform any covenant or agreement by the Noteholder or the Company set forth in this Agreement. Effective as of the Closing, each of the Parties expressly waives, on their own behalf and on behalf of their Representatives any and all other rights, remedies and causes of action (other than under this Section 6 and any exceptions thereto listed in the first sentence of this Section 6(e) it or its Affiliates may have, in the case of the Company and its Representatives, against the Noteholder and, in the case of the Noteholder and its Representatives, against the Company, now or in the future under any law with respect to the transactions contemplated by this Agreement (other than in respect of obligations undertaken pursuant to any of the Additional Agreements).
Remedies; Exclusive Remedy. Except in the case of fraud and as otherwise provided in Section 8.8, the rights and remedies under this Article VII are exclusive and in lieu of any and all other rights and remedies that the SEP Indemnified Parties may have against SE Corp or that the SE Corp Indemnified Parties may have against SEP with respect to any breach of any representation or warranty or any failure to perform any covenant or agreement set forth in this Agreement. Each of the Parties expressly waives any and all other rights, remedies and causes of action it or its Affiliates may have against the other Party and its respective Affiliates, now or in the future under any Law with respect to the Transactions. The remedies expressly provided in this Agreement shall constitute the sole and exclusive basis for and means of recourse between the Parties with respect to the Transactions.
Remedies; Exclusive Remedy. (a) The Enbridge Parties and the P66 Parties, as applicable, shall be entitled to pursue all rights and remedies available under this Agreement, at law or in equity (including under Section 10.10), for a breach by the P66 Parties (in the case of the Enbridge Parties) or by the Enbridge Parties (in the case of the P66 Parties), as applicable, of any Fundamental Representation or covenant of such breaching Party in this Agreement.
(b) Except in the case of Fraud and as otherwise provided in Section 10.10, the rights and remedies under this Article 9 and the other Transaction Documents are exclusive and in lieu of any and all other rights and remedies that the P66 Parties may have against any of the Enbridge Parties or the Enbridge Parties may have against any of the P66 Parties under this Agreement or otherwise with respect to the Merger, the Transactions or any breach of any representation or warranty or any failure to perform any covenant or agreement set forth in this Agreement. From and after the Closing, each of the Enbridge Parties and the P66 Parties, respectively, expressly waives any and all other rights, remedies and causes of action it or its Affiliates may have, in the case of the P66 Parties against the Enbridge Parties and, in the case of the Enbridge Parties, against each of the P66 Parties, respectively, now or in the future under any Law with respect to the Transactions. The remedies expressly provided in this Agreement and the other Transaction Documents shall constitute the sole and exclusive basis for and means of recourse between the P66 Parties, on the one hand, and the Enbridge Parties, on the other hand, with respect to the Transactions.
(c) Notwithstanding anything herein to the contrary, (i) P66 shall not have any Liability for any inaccuracy or breach of any representation and warranty of P66 in this Agreement (other than the Fundamental Representations) if P66 can demonstrate that any Enbridge Party had actual knowledge of the facts or circumstances giving rise to such inaccuracy or breach as of the date of this Agreement, and (ii) Enbridge shall not have any Liability for any inaccuracy or breach of any representation and warranty of Enbridge in this Agreement (other than the Fundamental Representations) if Enbridge can demonstrate that any P66 Party had actual knowledge of the facts or circumstances giving rise to such inaccuracy or breach as of the date of this Agreement. As a non-exclusive means of demonstrating a Person’s “ac...
Remedies; Exclusive Remedy. Except in the case of fraud and as otherwise provided in Section 11.9, the rights and remedies under this Article X are exclusive and in lieu of any and all other rights and remedies that the Seller Indemnified Parties may have against Buyer or the Buyer Indemnified Parties may have against any of the Sellers, U.S. General Partner, Express US Holdings LP or Express Holdings (Canada) LP under this Agreement or otherwise with respect to the Companies, the Securities or any breach of any representation or warranty or any failure to perform any covenant or agreement set forth in this Agreement. Each of the Sellers and Buyer, respectively, expressly waives any and all other rights, remedies and causes of action it or its Affiliates may have, in the case of the Sellers, U.S. General Partner, Express US Holdings LP and Express Holdings (Canada) LP, against Buyer and, in the case of Buyer, against each of the Sellers, their respective Affiliates, U.S. General Partner, Express US Holdings LP or Express Holdings (Canada) LP, respectively, now or in the future under any Law with respect to the Transactions. The remedies expressly provided in this Agreement shall constitute the sole and exclusive basis for and means of recourse between the Sellers, U.S. General Partner, Express US Holdings LP and Express Holdings (Canada) LP, on the one hand, and Buyer, on the other hand, with respect to the Transactions.
Remedies; Exclusive Remedy. Subject to Section 9.13, except in the case of fraud, willful misrepresentation and willful breach, the rights and remedies under this Article 8 are exclusive and in lieu of any and all other rights and remedies that the Seller Indemnified Parties may have against Buyer or the Buyer Indemnified Parties may have against Seller under this Agreement or otherwise with respect to the Company or any breach of any representation or warranty or any failure to perform any covenant or agreement set forth in this Agreement. Seller and Buyer expressly waive any and all other rights, remedies and causes of action it or its Affiliates may have against Buyer and Seller, respectively, now or in the future under any Law with respect to the transactions contemplated by this Agreement. The remedies expressly provided in this Agreement shall constitute the sole and exclusive basis for and means of recourse between Seller and Buyer with respect to the transactions contemplated by this Agreement.
Remedies; Exclusive Remedy. Except in the case of common law actual fraud and as otherwise provided in Section 2.9, Section 2.10 and Section 10.10, from and after the Closing, the rights and remedies under this Article IX are exclusive and in lieu of any and all other rights and remedies that the Seller Indemnified Parties may have against Buyer and the Company or the Buyer Indemnified Parties may have against Seller with respect to the Transactions or under this Agreement (including the breach of any representation or warranty or any failure to perform any covenant or agreement set forth in this Agreement). Each of Seller and Buyer, respectively, from and after the Closing, expressly waives any and all other rights, remedies and causes of action it or its Affiliates may have against the other Party or its Affiliates, now or in the future under any Law with respect to the Transactions (other than with respect to the Rio Bravo Pipeline PA) or under this Agreement (including the breach of any representation or warranty or any failure to perform any covenant or agreement set forth in this Agreement), except in the case of common law actual fraud and as otherwise provided in Section 2.9 or Section 2.10. The remedies expressly provided in this Agreement shall constitute the sole and exclusive basis for and means of recourse between the Parties with respect to the Transactions.
Remedies; Exclusive Remedy. Except in the case of fraud and as otherwise provided in Section 11.9, the rights and remedies under this Article X are exclusive and in lieu of any and all other rights and remedies that the Seller Indemnified Parties may have against Buyer or that the Buyer Indemnified Parties may have against Seller or SE Capital Funding under this Agreement or otherwise with respect to the Companies, the Securities, the Canada Intercompany Loan or any breach of any representation or warranty or any failure to perform any covenant or agreement set forth in this Agreement. Each of the Parties expressly waives any and all other rights, remedies and causes of action it or its Affiliates may have, in the case of Seller and SE Capital Funding, against Buyer and, in the case of Buyer, against Seller and SE Capital Funding and their respective Affiliates, now or in the future under any Law with respect to the Transactions. The remedies expressly provided in this Agreement shall constitute the sole and exclusive basis for and means of recourse between Seller and SE Capital Funding, on the one hand, and Buyer, on the other hand, with respect to the Transactions.
Remedies; Exclusive Remedy. Except in the case of fraud and as otherwise provided in Section 10.9, the rights and remedies under this Article IX and the Environmental Indemnity Agreement are exclusive and in lieu of any and all other rights and remedies that the Fund Entities may have against the Enbridge Entities and that the Enbridge Entities may have against the Fund Entities under this Agreement or otherwise with respect to the Contributed Entities, the Contributed Equity Interests or any breach of any representation or warranty or any failure to perform any covenant or agreement set forth in this Agreement. Except in the case of fraud and as otherwise provided in Section 10.9, each of the Parties expressly waives any and all other rights, remedies and causes of action it or its Affiliates may have against any other Party and its respective Affiliates now or in the future under any Law with respect to the transactions contemplated hereby. The remedies expressly provided in this Agreement shall constitute the sole and exclusive basis for and means of recourse between the Parties with respect to the transactions contemplated hereby.
