Waiver of Remedies; Survival of Representations and Warranties. (a) Except (i) in the case of Fraud, (ii) as set forth in Section 10.2 or (iii) claims to enforce the performance of the covenants required to be performed in whole or in part after the Closing in accordance with Section 11.12, the Seller Parties shall have no liability to the Buyer, the Sponsor, the RSI Companies or its and their respective successors and permitted assigns, officers, directors, managers, equityholders, members, partners, employees, Affiliates, agents and representatives (collectively, the “Buyer Parties”) for any and all losses that are sustained or incurred by any of the Buyer Parties by reason of, resulting from or arising out of any breach of or inaccuracy in any of the Sellers’ representations or warranties or breach of any covenant to the extent providing for performance prior to the Closing contained in this Agreement or any certificate delivered in connection with this Agreement. Except (i) in the case of Fraud, (ii) as set forth in Section 10.2 or (iii) claims to enforce the performance of the covenants required to be performed in whole or in part after the Closing in accordance with Section 11.12, the Buyer Parties shall have no liability to the Sellers and their respective successors and permitted assigns, officers, directors, managers, equityholders, members, partners, employees, Affiliates, agents and representatives (collectively, the “Seller Parties”) for any and all losses that are sustained or incurred by any of the Seller Parties by reason of, resulting from or arising out of any breach of or inaccuracy in any of the Buyer’s or the Sponsor’s representations or warranties or breach of any covenant to the extent providing for performance prior to the Closing contained in this Agreement or any certificate delivered in connection with this Agreement.
Waiver of Remedies; Survival of Representations and Warranties. (a) Except (i) in the case of intentional fraud, (ii) as set forth in Section 9.2, Section 10.1 or Section 11.16 or (iii) claims to enforce the performance of the covenants required to be performed in whole or in part after the Closing, the Seller Parties shall have no liability to the Buyer, the Blocker Merger Sub, the Surviving Company, the Surviving Corporation, the Company, the Company Subsidiaries or its and their respective successors and permitted assigns, officers, directors, managers, employees, Affiliates and Representatives (collectively, the “Buyer Parties”) for any and all losses that are sustained or incurred by any of the Buyer Parties by reason of, resulting from or arising out of any breach of or inaccuracy in any of the Sellers’ representations or warranties contained in this Agreement. Except (i) in the case of intentional fraud, (ii) as set forth in Section 9.2, Section 10.1 or Section 11.16 or (iii) claims to enforce the performance of the covenants required to be performed in whole or in part after the Closing, the Buyer Parties shall have no liability to the Sellers and their respective successors and permitted assigns, officers, directors, managers, employees, Affiliates and Representatives (collectively, the “Seller Parties”) for any and all losses that are sustained or incurred by any of the Seller Parties by reason of, resulting from or arising out of any breach of or inaccuracy in any of the Buyer’s or the Blocker Merger Sub’s representations or warranties contained in this Agreement.
Waiver of Remedies; Survival of Representations and Warranties. (a) Except (i) in the case of Fraud or (ii) claims in respect of the performance of the covenants required to be performed in whole or in part after the Closing (but only in respect of performance after the Closing):
