Common use of Sole Remedy/Waiver Clause in Contracts

Sole Remedy/Waiver. (a) Buyer acknowledges and agrees that the remedies provided for in this Agreement shall be Buyer’s sole and exclusive remedy vis-à-vis Seller with respect to the subject matter of this Agreement. In furtherance of the foregoing, except as aforesaid, Buyer hereby waives and releases, to the fullest extent permitted by applicable law, any and all other rights, claims and causes of action (including rights of contributions, if any) known or unknown, foreseen or unforeseen, which exist or may arise in the future, that it may have against Seller or any of its Affiliates, with respect to the subject matter of this Agreement and the transactions contemplated hereby arising under or based upon any Applicable Law (including Environmental Laws). (b) Seller acknowledges and agrees that the remedies provided for in this Agreement shall be its sole and exclusive remedy vis-à-vis Buyer with respect to the subject matter of this Agreement and further acknowledges that it shall have no claim against the Company for any Liability or any other matters whatsoever arising prior to or relating to any period before Closing. In furtherance of the foregoing, except as aforesaid, Seller hereby waives and releases, to the fullest extent permitted by Applicable Law, any and all other rights, claims and causes of action (including rights of contributions, if any) known or unknown, foreseen or unforeseen, which exist or may arise in the future, that it may have against Buyer or any of its Affiliates, with respect to the subject matter of this Agreement and the transactions contemplated hereby arising under or based upon any Applicable Law (including Environmental Laws).

Sole Remedy/Waiver. The Parties acknowledge and agree that, in the event that the Closing occurs: (a) Buyer acknowledges and agrees that the remedies provided for in this Agreement shall be Buyer’s sole and exclusive remedy vis-à-vis Seller of any Purchaser Indemnitee with respect to any and all Losses arising in connection with the subject matter representations, warranties and covenants set forth in this Agreement will be pursuant to the indemnification obligations set forth in Section 7.6 and Section 8.2; and (b) the sole and exclusive remedy of any Seller Indemnitee with respect to any and all Losses arising in connection with the representations, warranties and covenants set forth in this AgreementAgreement will be pursuant to the indemnification obligations set forth in Section 7.6 and Section 8.3. In furtherance of the foregoing, except as aforesaidthe Parties hereby waive, Buyer hereby waives and releaseseffective upon the occurrence of the Closing, to the fullest extent permitted by applicable lawLaw, any and all other rights, claims and causes of action (including rights of contributionscontribution, if any, and claims for rescission) known or unknown, foreseen or unforeseen, which exist or may arise in the future, that it may have against the Seller or any of its AffiliatesAffiliates or Representatives, with respect to any member of the subject matter board of this Agreement and directors of any Conveyed Company, or Purchaser or any of its Affiliates or Representatives, as the transactions contemplated hereby case may be, arising under or based upon any Applicable Law (including Environmental Laws). (b) Seller acknowledges and agrees that the remedies provided for in this Agreement shall be its sole and exclusive remedy vis-à-vis Buyer with respect to the subject matter of this Agreement and further acknowledges that it shall have no claim against the Company for any Liability or any other matters whatsoever arising prior to or such Law relating to any period before Closing. In furtherance of the foregoing, except as aforesaid, Seller hereby waives and releases, to the fullest extent permitted by Applicable Law, any and all other rights, claims and causes of action (including rights of contributions, if any) known environmental matters or unknown, foreseen or unforeseen, which exist or may arise in the future, that it may have against Buyer or any of its Affiliates, with respect to the subject matter of this Agreement and the transactions contemplated hereby arising under or based upon any Applicable Law (including Environmental Laws)securities Law, common law or otherwise) for any misrepresentation or breach of the warranties or covenants contained in this Agreement. Notwithstanding anything herein to the contrary, the provisions of this Section 8.8 shall not apply to claims for fraud or intentional misrepresentation.