Remedy Exclusive. With respect to the warranty obligations contained in Article 11.1 (a) and the recall obligations contained in Article 11.3, so long as DEBIOTECH honors such obligations, IMED shall not be entitled to ask for any losses, costs, damages, compensation, reimbursement, or damages on account of the loss of prospective profits on anticipated sales, or on account of expenditures or commitments incurred in connection with the business or goodwill of IMED, interest and/or indemnification (except for Third Party liabilities) of any type other than the repair or replacement of the defective Product under the warranty limitation described in Article 11.1(a) or the recall obligations described in Article 11.3. Third Party liabilities shall be treated in accordance with Article 20.3.
Remedy Exclusive. This Section 19.3 (Intellectual Property Rights Indemnity) sets forth the exclusive remedy and entire liability and obligation of each Party with respect to third party intellectual property infringement or misappropriation claims, including patent or copyright infringement claims and trade secret misappropriation.
Remedy Exclusive. The Parties acknowledge and agree that the indemnification and repurchase or other repurchase or payment provisions under Article VIII are the exclusive rights and remedies and are in lieu of any and all other rights and remedies that Purchaser or Seller may have against any Party pursuant to this Agreement following the applicable Sale Date, at law or in equity. In furtherance of the foregoing, each Party hereby waives, to the fullest extent permitted under law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other Parties hereto and their Affiliates and each of their respective representatives arising under or based upon any law, except pursuant to the indemnification and other payment provisions set forth in Article VIII. Nothing in this Section 10.11 shall limit any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any party’s fraudulent, criminal or intentional misconduct. The Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties will be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the courts of Delaware, as contemplated by Section 10.09.
Remedy Exclusive. Subject to Section 10.03, the indemnification provisions of this Article shall be the exclusive remedy available to the parties following the Closing for any claims that lie within the subject matter scope of the indemnities set out in Sections 8.02 and 8.03. Each of the parties hereto agrees not to, and to cause its Affiliates not to, bring any action or proceeding, at law, equity or otherwise, against any other party or its Affiliates seeking redress for any such claim except pursuant to the express provisions of this Article.
Remedy Exclusive. No remedy conferred upon or reserved to the Issuer or the Trustee hereby is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and, shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right or power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Issuer or they, Trustee to exercise any, remedy reserved to it in this Article X, it shall not be necessary to give any notice, other than such notice as may be herein expressly required.
Remedy Exclusive. The right of each of the Buyers to ----------------- indemnification from the Seller, and of the Seller and its Affiliates to indemnification from the Buyers under this Article VII shall be its exclusive remedy with respect to Taxes of the Business, and any limitations to indemnification set forth in Article X shall not apply to this Article VII.
Remedy Exclusive. The remedies for breach of representations or warranties under this Article XI shall be exclusive of any other remedies that the parties may have in law or equity for breach of representations or warranties.
Remedy Exclusive. In the absence of fraud, claims against the Escrow Fund in accordance with Section 9.3 shall be the exclusive remedy of Acquisition, the Surviving Corporation and their respective Affiliates for any losses, liabilities, claims or damages arising out of this Agreement following the Effective Time and no Stockholder or former Stockholder or Affiliate thereof shall have any liability with respect to such losses, liabilities, claims or damages nor shall any such Stockholder or former Stockholder or their Affiliates be subject to any claim with respect thereto (other, in each case, than permitted claims against its interest in the Escrow Fund). No claims may be made by Acquisition, the Surviving Corporation or their respective Affiliates against any funds in the Transaction Expenses Fund or against any other funds distributed to the Stockholders from the Escrow Fund following their distribution.
Remedy Exclusive. Except (a) for claims based on fraud by a Party or claims that cannot be waived as matter of applicable law, (b) for claims for injunctive relieve, (c) claims arising from criminal activity or willful misconduct on the part of a Party hereto in the consummation of the transactions contemplated by this Agreement and (d) as provided in Section 11.13(e), the rights and remedies set forth in this Agreement, are the sole and exclusive rights and remedies of the Parties and in lieu of any and all other rights and remedies which the Parties may have against each other with respect to this Agreement and with respect to the transactions contemplated hereby, under this Agreement, at law or in equity. In no event shall a Party hereto be liable under this Agreement to the other Party (or any Purchaser Indemnitee or [***], as applicable) for any indirect damages, including consequential, incidental, exemplary or special damages, or any punitive damages, provided that this shall not limit a Party’s liability for such amounts as paid by the other Party (or any Purchaser Indemnitee or [***], as applicable), to a third party.
Remedy Exclusive. Subject to the provisions of Sections 10 and 16, and except for Losses resulting from a party’s fraud, gross negligence, or wilfull misconduct, the remedies of the parties under this Section 11 shall be the exclusive remedies for and in respect of all breaches of this Agreement.
