Exclusive Remedy; No Duplication Sample Clauses

Exclusive Remedy; No Duplication. (a) From and after the Closing, (i) except in the case of claims pursuant to Section 10.10(b), this Article 9 will be the sole and exclusive remedy of the Indemnified Parties (including Buyer and Seller) in connection with this Agreement and the transactions contemplated hereby, (ii) neither Buyer nor Seller will be liable or responsible in any manner whatsoever (whether for indemnification or otherwise) to any Indemnified Party for a breach of this Agreement or in connection with any of the transactions contemplated hereby, including the purchase of the Transferred Assets pursuant hereto, except pursuant to the indemnification provisions set forth in this Article 9 and (iii) each Party hereby waives, to the fullest extent permitted under applicable Law, any rights, claims and causes of action (A) in respect of, including for any breach of, any representation, warranty, covenant, agreement or obligation set forth herein, (B), relating to any right of recission, (C) otherwise relating to the subject matter of this Agreement, any process related thereto (including any process for the sale of the Business or the Transferred Assets including the process by which any proposals were solicited from, negotiated with or discussed with any Person) and any transaction contemplated hereby, or (D) for subrogation that it may have against the other Party and such Party’s former, current or future Affiliates, or any of its or their respective former, current or future direct or indirect general or limited partners, shareholders, managers, management companies, portfolio companies, equity holders, controlling Persons, members, agents, incorporators, trustees or Representatives, or Representatives of any of the foregoing, or any heir, executor, administrator, successor or assign of any of the foregoing, in each case, arising under or based upon predecessor or successor ▇▇▇▇▇▇▇▇▇, contribution, tort, strict liability or any Law or otherwise, except pursuant to the indemnification provisions set forth in this Article 9; provided, however, that nothing in this Section 9.9 (a) will limit the rights or remedies of, or constitute a waiver of any rights or remedies by, any Person in respect of Section 10.10, the Confidentiality Agreement or any Related Agreement; provided, further, that Section 1.5(b) and Section 1.5(c) shall be the sole and exclusive remedy with respect to the final determination of the Final Adjustment Report and the matters addressed therein; and provided, fur...
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Exclusive Remedy; No Duplication. From and after the Closing, except as provided in Section 2.4, Section 2.5, or Section 8.4(g), and except in the case of Fraud, the indemnification provisions of this Article 9 shall be the sole and exclusive post-Closing remedy with respect to any and all claims arising out of or relating to this Agreement, any Related Agreement, the negotiation and execution of this Agreement or any Related Agreement, and the performance by the Parties of this Agreement or any Related Agreement, and no remedy other than in the case of Fraud shall be had pursuant to any statutory, contract, misrepresentation, strict liability or tort theory or otherwise by any Party or its officers, directors, employees, agents, affiliates, attorneys, consultants, insurers, successors and assigns, all such remedies being hereby expressly waived to the fullest extent permitted under applicable Law (including claims under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, and claims under the Resource Conservation and Recovery Act of 1976, as amended). In addition to the foregoing, but without limiting Buyer’s rights and remedies in the case of Fraud, the amount of indemnification obligations of the Parties set forth in this Article 9 shall be the maximum amount of Post-Closing indemnification obligations arising in connection with this Agreement and all Related Agreements, and Buyer shall not be entitled to any rescission of this Agreement (or any Related Agreements) or any further indemnification rights or claims of any nature whatsoever, all of which are hereby expressly waived by Buyer to the fullest extent permitted under applicable Law. Without limiting the ability of the Buyer to pursue recovery under a breach of multiple representations, warranties and covenants with respect to a matter giving rise to a breach of representation, warranty or covenant, the Buyer Indemnified Parties shall be entitled to only a single recovery (without duplication) for each dollar of indemnified Losses that arise in connection with such matter, even if such matter shall involve breaches of multiple representations, warranties and covenants.
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Related to Exclusive Remedy; No Duplication

  • Exclusive Remedy The foregoing shall constitute the Parties' sole and exclusive remedies and obligations with respect to a third party claim of intellectual property infringement arising out of the conduct of business under this Agreement.

  • Non-Exclusive Remedy Notwithstanding anything herein to the contrary, termination of this Agreement by a Party shall be without prejudice to other remedies such Party may have at law or equity.

  • Non-Exclusive Remedies The remedies provided for in this Section 7 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Indemnified Person at law or in equity.

  • Exclusive Remedies Subject to Section 10.13, the Parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from fraud, criminal activity or intentional misconduct on the part of a Party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in Article VI and this Article VIII. 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 provisions set forth in Article VI and this Article VIII. Nothing in this Section 8.9 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.

  • Release; Exclusive Remedy (a) This Section 5.4 shall apply notwithstanding anything else contained in this Agreement or any stock option or other equity-based award agreement to the contrary. As a condition precedent to any Company obligation to the Executive pursuant to Sections 5.3(b) or (c), the Executive shall, upon or promptly following his or her last day of employment with the Company (and in any event within twenty-one (21) days following the Executive’s last day of employment), execute a general release agreement in substantially the form of Exhibit A (with such amendments that may be necessary to ensure the release is enforceable to the fullest extent permissible under then applicable law), and such release agreement shall have not been revoked by the Executive pursuant to any revocation rights afforded by applicable law. (b) The Executive agrees that the payments and benefits contemplated by Section 5.3 (and any applicable acceleration of vesting of an equity-based award in accordance with the terms of such award in connection with the termination of the Executive’s employment) shall constitute the exclusive and sole remedy for any termination of Executive’s employment and the Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of employment. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to Section 5.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damages. The Executive agrees to resign, on the Severance Date, as an officer and director of the Company and any Affiliate of the Company, and as a fiduciary of any benefit plan of the Company or any Affiliate of the Company, and to promptly execute and provide to the Company any further documentation, as requested by the Company, to confirm such resignation.