Common use of Survival of Representations and Warranties Indemnification Clause in Contracts

Survival of Representations and Warranties Indemnification. 8.1 Notwithstanding any right of either Party to investigate the affairs of the other party and its Shareholders, each Party has the right to rely fully upon representations, warranties, covenants and agreements of the other Parties contained in this Agreement or in any document delivered to one by the other or any of their representatives, in connection with the transactions contemplated by this Agreement. All representations and warranties made herein (or in the certificates to be delivered pursuant to Sections 5.1 and 5.2 hereof) by the parties to this Agreement and their respective obligations, covenants and agreements to be performed pursuant to the terms hereof, shall survive the Effective Time, provided, that, the representations and warranties made herein (or in such certificates) by the parties shall terminate on the date which is 90 days following the completion of the audited consolidated financial statements of Coronado for the year ending December 31, 2010, except that the representations and warranties set forth in Section 3.1 (Organization and Good Standing); Section 3.2 (Corporate Authority and Enforceability), Section 3.3 (Capitalization), Section 3.12 (Brokers and Finder), Section 4.1 (Organization and Good Standing), Section 4.2 (Corporate Authority and Enforceability), Section 4.3 (Capitalization), Section 4.6 (Taxes) and Section 4.14 (Brokers and Finders) shall survive the Closing Time until the expiration of the period ending for the applicable statute of limitations. Notwithstanding the foregoing, if written notice of any matter setting forth in reasonable detail a claim for a breach of any representation or warranty is given to Vampt in writing pursuant to this Agreement prior to the end of the applicable survival period, any such representation or warranty that would otherwise terminate shall be deemed to survive solely with respect to such matter until such matter is resolved.

Survival of Representations and Warranties Indemnification. 8.1 Notwithstanding any right 1Survival. Subject to the limitations and other provisions of either Party to investigate the affairs of the other party and its Shareholders, each Party has the right to rely fully upon representations, warranties, covenants and agreements of the other Parties contained in this Agreement or in any document delivered to one by the other or any of their representatives, in connection with the transactions contemplated by this Agreement. All representations and warranties made herein (or in the certificates to be delivered pursuant to Sections 5.1 and 5.2 hereof) by the parties to this Agreement and their respective obligations, covenants and agreements to be performed pursuant to the terms hereof, shall survive the Effective Time, provided, that, the representations and warranties made herein (or of the Parties hereto, and the right of a party hereto to bring an indemnifiable claim under this Article X in such certificates) by respect of any breach thereof, shall survive the parties Closing and shall terminate on remain in full force and effect until the date which that is 90 days [***] following the completion Closing (the “General Indemnity Expiration Date”); provided that (i) the right of Purchaser to bring a claim in respect of the audited consolidated financial statements representations of Coronado Seller in Section 5.10 shall survive the Closing and shall remain in full force and effect until the date that is [***] following the Closing and (ii) the right of Purchaser and Seller to bring a claim in respect of the Seller Fundamental Representations and the Purchaser Fundamental Representations, respectively, will survive until the Fundamental Claim Expiration Date, taking into account any extensions or waivers thereof. Except to the extent expressly provided herein, no claim for breach of representation or warranty may be brought by any party after such applicable survival period set forth in the year ending December 31preceding sentence. The covenants, 2010, except that the representations agreements and warranties obligations set forth in Section 3.1 (Organization and Good Standing); Section 3.2 (Corporate Authority and Enforceability“Fundamental Obligations”), Section 3.3 (Capitalization), Section 3.12 (Brokers and Finder), Section 4.1 (Organization and Good Standing), Section 4.2 (Corporate Authority and Enforceability), Section 4.3 (Capitalization), Section 4.6 (Taxes) and Section 4.14 (Brokers and Finders) the right of the Seller Indemnified Parties to bring an indemnifiable claim under this Article X in respect of any breach thereof shall survive the Closing Time until and shall remain in full force and effect the expiration of date that such covenants, agreements and obligations are fully performed. The Parties acknowledge that the period ending time periods set forth in this Article X for the applicable statute assertion of limitations. Notwithstanding the foregoing, if written notice of any matter setting forth in reasonable detail a claim for a breach of any representation or warranty is given to Vampt in writing pursuant to claims under this Agreement prior are the result of arm’s length negotiation among the parties and that they intend for the time periods to be enforced as agreed by the end of the applicable survival period, any such representation or warranty that would otherwise terminate shall be deemed to survive solely with respect to such matter until such matter is resolvedParties.

Survival of Representations and Warranties Indemnification. 8.1 Notwithstanding any right of either Party to investigate the affairs of the other party and its Shareholders, each Party has the right to rely fully upon representations, warranties, covenants and agreements of the other Parties contained in this Agreement or in any document delivered to one by the other or any of their representatives, in connection with the transactions contemplated by this Agreement. All ‌ (a) The representations and warranties made herein (or in the certificates to be delivered pursuant to Sections 5.1 and 5.2 hereof) by the parties to this Agreement and their respective obligations, covenants and agreements to be performed pursuant to the terms hereof, shall survive the Effective Time, provided, that, the representations and warranties made herein (or in such certificates) by of the parties shall terminate on survive until the date which that is 90 days eighteen (18) months following the completion Closing Date, provided that the Seller Fundamental Warranties and the Purchaser Fundamental Warranties shall survive until the expiration of the audited consolidated financial statements applicable statute of Coronado for the year ending December 31limitations, 2010and provided, except further, that survival of the representations and warranties set forth in Section 3.1 (Organization and Good Standing3.15 shall be governed by Section 7.9(j); . Except as provided in Section 3.2 (Corporate Authority and Enforceability7.9(j), Section 3.3 (Capitalization), Section 3.12 (Brokers the covenants and Finder), Section 4.1 (Organization and Good Standing), Section 4.2 (Corporate Authority and Enforceability), Section 4.3 (Capitalization), Section 4.6 (Taxes) and Section 4.14 (Brokers and Finders) agreements contained in this Agreement shall survive the Closing Effective Time until fully performed in accordance with their respective terms, provided that the expiration covenants and agreements contained in this Agreement that by their terms apply or are to be performed entirely prior to the Effective Time shall only survive until the end of the period ending for specified in the applicable statute of limitationsimmediately preceding sentence. Notwithstanding the foregoingpreceding sentences, any breach of representation, warranty, covenant or agreement in respect of which indemnity may be sought under this Agreement shall survive the time at which it would otherwise terminate if (and to the extent) prior to such time notice of the breach giving rise to such right of indemnity shall have been given in accordance with this Section 10.1 to the party against whom indemnity is sought, in which case such breach shall survive until final resolution of such claim (or, if written notice earlier, the latest date permitted by applicable Law). (b) Effective at and after the Closing and subject to the other provisions of this Section 10.1, Parent Seller hereby agrees to indemnify Purchaser and its Affiliates (including Seller Bank and its Subsidiaries) and their respective Representatives (collectively, the “Purchaser Indemnified Parties”) against and agrees to hold each of them harmless from, and reimburse any Purchaser Indemnified Party for, any and all Losses suffered by a Purchaser Indemnified Party as a result of or relating to:‌ (i) any breach of any matter setting forth Seller Fundamental Warranties or the certificate delivered at Closing in reasonable detail a claim for a respect thereof pursuant to Section 8.2(c) replacing “Material Adverse Effect” with “in all material respects” or words of similar import as the context dictates;‌ (ii) any breach of any representation and warranty made by Seller Bank or warranty is given the Sellers set forth in this Agreement or the certificate delivered at Closing in respect thereof pursuant to Vampt Section 8.2(c) (other than the Seller Fundamental Warranties and the representations and warranties set forth in writing Section 3.15 (which matters are addressed in Section 7.9)) replacing “Material Adverse Effect” with “in all material respects” or words of similar import as the context dictates;‌ (iii) any breach, failure, nonfulfillment or default by Seller Bank or the Sellers in the performance of or compliance with any of the covenants or agreements made or to be performed by Seller Bank or the Sellers pursuant to this Agreement Agreement; or (iv) any Seller Bank Transaction Expenses to the extent not paid prior to the end Closing Date or taken into account in the calculation of the applicable survival periodPurchase Price. (c) Effective at and after the Closing and subject to the other provisions of this Section 10.1, Purchaser hereby indemnifies Parent Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnified Parties”) against and agrees to hold each of them harmless from, and reimburse any Seller Indemnified Party for, any and all Losses suffered by a Seller Indemnified Party as a result of or relating to:‌ (i) any breach of any Purchaser Fundamental Warranty or the certificate delivered at Closing in respect thereof pursuant to Section 8.3(c) replacing “Material Adverse Effect” with “in all material respects” or words of similar import as the context dictates;‌ (ii) any breach of any representation and warranty made by Purchaser Bank or Purchaser set forth in this Agreement or the certificate delivered at Closing in respect thereof pursuant to Section 8.3(c) (other than the Purchaser Fundamental Warranties) replacing “Material Adverse Effect” with “in all material respects” or words of similar import as the context dictates; or‌ (iii) any breach, failure, nonfulfillment or default by Purchaser Bank or Purchaser in the performance of or compliance with any of the covenants or agreements made or to be performed by Purchaser Bank or Purchaser pursuant to this Agreement. (d) If a Purchaser Indemnified Party or a Seller Indemnified Party (each, an “Indemnified Party”) believes that a claim, demand or other circumstance exists that has given or may reasonably be expected to give rise to a right of indemnification under this Section 10.1, such representation Indemnified Party shall assert its claim for indemnification by giving written notice thereof (a “Claim Notice”) to Parent Seller (if indemnification is sought from Parent Seller) or warranty Purchaser (if indemnification is sought from Purchaser) (in either such case, the “Indemnifying Party”)‌ (i) if the event or occurrence giving rise to such claim for indemnification is, or relates to, a claim, suit, action or proceeding brought by a Person not a party to this Agreement or affiliated with any such party (a “Third Party”), promptly following receipt of notice of such claim, suit, action or proceeding by such Indemnified Party, or (ii) if the event or occurrence giving rise to such claim for indemnification is not, or does not relate to, a claim, suit, action or proceeding brought by a Third Party, promptly after the discovery by the Indemnified Party of the circumstances giving rise to such claim for indemnity; provided, however, that any failure or delay in providing such notice shall not release the Indemnifying Party from any of its obligations under this Section 10.1 except to the extent the Indemnifying Party is prejudiced by such failure or delay. Each Claim Notice shall describe the claim in reasonable detail including (i) the legal and factual basis of the claim, (ii) an estimate of the amount of Losses which are, or are to be, the subject of the claim and (iii) such other information as is reasonably necessary to enable the Indemnifying Party to assess the merits of the claim (in each case in (i)-(iii), to the extent then known or reasonably ascertainable). (e) If any claim or demand by an Indemnified Party under this Section 10.1 relates to an action or claim filed or made against an Indemnified Party by a Third Party, the Indemnifying Party may, at its option, assume and control the defense of such action or claim (including, subject to the remainder of this Section 10.1(e), any negotiation relating thereto and the settlement or compromise thereof) at its sole cost and expense and with its own counsel (which counsel shall be reasonably acceptable to the Indemnified Party), if the Indemnifying Party elects to assume such defense within thirty (30) days of the Claim Notice; provided, however, that an Indemnifying Party shall not have the right to assume and control the defense of any action or claim (i) brought by, or on behalf of, a Governmental Authority having jurisdiction over the Indemnified Party or (ii) in which the imposition of an injunction that would otherwise terminate restrict the future activity or conduct of the Indemnified Party or any of its Affiliates in any non-de minimis manner or other non-monetary relief is sought against the Indemnified Party or its Affiliates.‌ The parties shall cooperate in the defense of such action or claim, and, unless and until the Indemnifying Party shall have so assumed the defense of such action or claim, the reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees of not more than one law firm, plus local counsel) incurred by the Indemnified Party in connection with the defense, settlement or compromise of such claim or action shall be deemed a Loss subject to survive solely indemnification hereunder to the extent provided herein. Any Indemnified Party shall have the right to employ separate counsel in any such action or claim and to participate in the defense thereof, and the reasonable out-of-pocket costs and expenses incurred by the Indemnified Party’s separate counsel in connection with the defense, settlement or compromise of such claim or action shall be a Loss subject to indemnification hereunder provided (i) the Indemnifying Party is not entitled to assume and control the defense of such action or claim pursuant to this Section 10.1(e) or shall have failed within thirty (30) days after receipt of a Claim Notice in respect of such action or claim to assume the defense of such action or claim or to notify the Indemnified Party in writing that it will assume the defense of such action or claim; (ii) the employment of such counsel has been specifically authorized in writing by the Indemnifying Party at the Indemnifying Party’s expense; or (iii) the Indemnified Party shall have received written advice from outside counsel that there is or may be a conflict of interest or one or more legal defenses or counterclaims available to such matter until Indemnified Party or to other Indemnified Parties which are different from or additional to those available to the Indemnifying Party such matter is resolvedthat it would be inappropriate or inadvisable in the reasonable judgment of Indemnified Party’s counsel for the same counsel to represent both the Indemnified Party and the Indemnifying Party.

Survival of Representations and Warranties Indemnification. 8.1 Notwithstanding any right Survival of either Party Representations, Warranties, Covenants and ------------------------------------------------------ Agreements. Except to investigate the affairs of extent otherwise set forth herein, the other party and its Shareholders, each Party has the right to rely fully upon ---------- representations, warranties, covenants and agreements of the other Parties contained in this Agreement or in any document delivered to Sellers, DNB and the Purchaser will survive the Applicable Closing (a) for a period of one by the other or any of their representatives, in connection (1) year with the transactions contemplated by this Agreement. All representations and warranties made herein (or in the certificates to be delivered pursuant to Sections 5.1 and 5.2 hereof) by the parties to this Agreement and their respective obligations, covenants and agreements to be performed pursuant respect to the terms hereof, shall survive the Effective Time, provided, that, the representations and warranties made herein (or in such certificates) matters covered by the parties shall terminate on the date which is 90 days following the completion of the audited consolidated financial statements of Coronado for the year ending December 31, 2010, except that the representations and warranties set forth in Section 3.1 Articles 3 and 4, (Organization and Good Standing); Section 3.2 b) until sixty (Corporate Authority and Enforceability), Section 3.3 (Capitalization), Section 3.12 (Brokers and Finder), Section 4.1 (Organization and Good Standing), Section 4.2 (Corporate Authority and Enforceability), Section 4.3 (Capitalization), Section 4.6 (Taxes60) and Section 4.14 (Brokers and Finders) shall survive the Closing Time until days after the expiration of the period ending for applicable statue of limitations (including all periods of extension, whether automatic or permissive) with respect to the applicable statute of limitations. Notwithstanding covenants and agreements related to the foregoingExcluded Liabilities or (c) with respect to each other covenant or agreement contained in this Agreement, if written notice in accordance with its terms; provided -------- however, that subject to Section 8.7, no party shall be precluded from pursuing ------- a recovery in respect of any matter setting forth in reasonable detail a claim for a breach of any representation representation, warranty, covenant or warranty is given to Vampt in writing pursuant to this Agreement prior to the end of the applicable survival period, any such representation or warranty agreement that would otherwise terminate in accordance with clause (a) or (b) above if a Claim Notice shall be deemed have been given under this Article 8 or Notice of a Dispute shall have been provided to survive solely with respect the other party on or prior to such matter termination date, until such matter is resolvedthe related claim for indemnification or, in the case of the Sellers or DNB, other recovery, has been satisfied or otherwise resolved as provided in this Article 8 and/or Section 10.10.

Survival of Representations and Warranties Indemnification. 8.1 Notwithstanding any right of either Party to investigate the affairs of the other party (a) All representations and its Shareholders, each Party has the right to rely fully upon representations, warranties, covenants and agreements of the other Parties warranties contained in this Agreement shall be deemed made at the Closing as if made at such time and shall survive for twelve (12) months after having been made or deemed made, except that (i) with respect to claims asserted pursuant to this Section 8.01 before the expiration of the applicable representation or warranty, such claims shall survive until the date they are finally liquidated or otherwise resolved, (ii) Section 4.14 shall survive until 120 days after the expiration of the applicable statute of limitations for the tax liabilities in any document delivered to one question and (iii) Sections 4.01, 4.02, 4.03, 4.04, 4.05(a)(i), 4.16, 5.01, 5.02 and 5.03(a)(i) shall survive indefinitely. A claim shall be made or commenced hereunder by the other Indemnified Party (as defined below) delivering to the Indemnifying Party (as defined below) a written notice specifying in reasonable detail the nature of the claim, the amount claimed (if known or reasonably estimable), and the factual basis for the claim. (b) The Company agrees to indemnify and hold harmless the Investor and its officers, directors, employees, duly authorized agents and affiliates from and against all losses, claims, damages, diminution in value of the Shares, expenses (including reasonable counsel fees and disbursements) or liabilities (“Losses”) that are related to or arise out of (1) any breach by the Company of any of their representatives, its representations or warranties in connection with this Agreement or (2) failure to perform any of the transactions contemplated covenants or agreements made by the Company in this Agreement. All representations and warranties made herein (The term “Losses” as used in this Section 8.01 is not limited to matters asserted by third parties against an Indemnified Party, but includes Losses incurred or sustained by an Indemnified Party in the certificates absence of third party claims, and shall be net of any tax benefit available to the Indemnified Party. (c) The Investor agrees to indemnify and hold harmless the Company and its officers, directors, employees, duly authorized agents and affiliates from and against all Losses that are related to or arise out of (1) any breach by the Investor of any of its representations or warranties in this Agreement or (2) failure to perform any of the covenants or agreements made by the Investor in this Agreement. (d) Notwithstanding anything to the contrary contained in this Agreement: (i) an Indemnifying Party shall not be delivered liable for any claim for indemnification pursuant to Sections 5.1 this Section 8.01 with respect to any breach of any representation or warranty, unless and 5.2 hereofuntil the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Party equals or exceeds $100,000, after which the Indemnifying Party shall be liable for the entire aggregate amount of any such indemnifiable Losses; (ii) by the parties with respect to this Agreement and their respective obligations, covenants and agreements to be performed pursuant to the terms hereof, shall survive the Effective Time, provided, thatany breach of any representation or warranty, the representations and warranties made herein (maximum amount of indemnifiable Losses which may be recovered from an Indemnifying Party arising out of or in such certificates) by resulting from the parties shall terminate on the date which is 90 days following the completion of the audited consolidated financial statements of Coronado for the year ending December 31, 2010, except that the representations and warranties causes set forth in Section 3.1 8.01 shall be an amount equal to the aggregate price actually paid for the Tranche 1 Shares and the Tranche 2 Shares and (Organization iii) neither party hereto shall have any liability under any provision of this Agreement or any Ancillary Agreement for any punitive damages. (e) A party claiming indemnification under this Agreement (an “Indemnified Party”) with respect to any claims asserted against the Indemnified Party by a third party (“Third Party Claim”) that would give rise to a right of indemnification under this Agreement shall promptly (i) notify the party from whom indemnification is sought (the “Indemnifying Party”) of the Third Party Claim and Good Standing); Section 3.2 (Corporate Authority and Enforceability)ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, Section 3.3 a copy of all papers served with respect to such claim (Capitalization), Section 3.12 (Brokers and Finder), Section 4.1 (Organization and Good Standing), Section 4.2 (Corporate Authority and Enforceability), Section 4.3 (Capitalization), Section 4.6 (Taxesif any) and Section 4.14 (Brokers and Finders) shall survive the Closing Time until the expiration basis of the period ending Indemnified Party’s request for indemnification under this Agreement. Failure to provide such Claim Notice shall not affect the right of the Indemnified Party’s indemnification hereunder, except to the extent the Indemnifying Party demonstrates actual and material prejudice as a result of such failure. The Indemnifying Party shall have the right to defend the Indemnified Party against such Third Party Claim provided that such Indemnifying Party has acknowledged in writing its obligation to fully indemnify the Indemnified Party with respect to such Third Party Claim pursuant to this Section 8.01. (f) If the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party elects to assume the defense of the Third Party Claim, then the Indemnifying Party shall have the right to defend such Third Party Claim with counsel selected by the Indemnifying Party, who is reasonably acceptable to the Indemnified Party, by all appropriate proceedings, which proceedings shall be prosecuted reasonably diligently by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party in accordance with this Section 8.01(f). The Indemnifying Party shall have full control of such defense and proceedings, including any compromise or settlement thereof, provided, however, that the Indemnifying Party shall not consent to the entry of a judgment or enter into any settlement with respect to the matter (i) which does not contain a complete release of the Indemnified Party, contains a finding of responsibility or liability on the part of the Indemnified Party or the violation of any applicable statute legal requirement, provides any material sanction or material restriction upon the conduct of limitationsany business by the Indemnified Party, or provides for any relief other than monetary damages which are paid in full by the Indemnifying Party or (ii) without the prior written consent of the Indemnified Party, which consent shall not be unreasonably conditioned, withheld or delayed. If requested by the Indemnifying Party, the Indemnified Party agrees, at the sole cost and expense of the Indemnifying Party, to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross-complaint against any person. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 8.01, and the Indemnified Party shall bear its own costs and expenses with respect to such participation; provided, however, if in the opinion of counsel of the Indemnified Party there is a reasonable likelihood of a conflict of interest between the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall bear the reasonable costs and expenses of one counsel to represent all Indemnified Party in connection with such defense. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party that the Indemnified Party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. (g) If the Indemnifying Party fails to notify the Indemnified Party within the thirty (30) days after receipt of any Claim Notice that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 8.01(f), or if the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 8.01(f) but fails to reasonably diligently defend or settle the Third Party Claim, then the Indemnified Party shall have the right to defend the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously defended by the Indemnified Party to a final conclusion or settled (with the reasonable costs and expenses of such defense borne by the Indemnifying Party). The Indemnified Party shall have full control of such defense and proceedings; provided, however, that the Indemnified Party may not enter into any compromise or settlement of such Third Party Claim if indemnification is to be sought hereunder, without the Indemnifying Party’s consent, which shall not be unreasonably withheld or delayed. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 8.01(g), and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. (h) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder which does not involve a Third Party Claim, the Indemnified Party shall promptly transmit to the Indemnifying Party a written notice of any matter setting forth (the “Indemnity Notice”) describing in reasonable detail a claim for a breach of any representation or warranty is given to Vampt in writing pursuant to this Agreement prior to the end nature of the applicable survival periodclaim, any the Indemnified Party’s best estimate of the amount of Losses attributable to such representation or warranty claim and the basis of the Indemnified Party’s request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days from its receipt of the Indemnity Notice that would otherwise terminate the Indemnifying Party disputes such claim (the “Dispute Notice”), the Indemnifying Party shall be deemed to survive solely have accepted and agreed with respect such claim. If the Indemnifying Party has disputed such claim, the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution to such matter until dispute. If the Indemnifying Party and the Indemnified Party cannot resolve such matter dispute in thirty (30) days after delivery of the Dispute Notice, such dispute shall be resolved by litigation in an appropriate court of competent jurisdiction. (i) The parties agree to treat all indemnification payments made under this Section 8.01 or otherwise under this Agreement as an adjustment to the applicable purchase price for tax purposes and that such treatment shall govern for purposes hereof except to the extent that the Laws of a particular jurisdiction provide otherwise, in which case such payments shall be made in an amount sufficient to indemnify the relevant party on an after-tax basis. (j) Subject to Section 8.01(k) below, notwithstanding any other term herein, and other than in connection with fraud, the sole and exclusive remedies of the parties arising out of, relating to or resulting from any breach of any representation, warranty, covenant or agreement in this Agreement will be strictly limited to those contained in this Article VIII. (k) Each Party acknowledges and agrees that the other Party will be damaged irreparably if this Agreement is resolvednot performed in accordance with its terms or otherwise is breached and that a party will be entitled to seek an injunction and other equitable relief to prevent breaches hereof and to enforce specifically this Agreement and its terms in addition to such Party’s remedies as set forth in Article VIII.