Indemnification as Sole Remedy Clause Samples

Indemnification as Sole Remedy. 7.7.1. The Parties have agreed to enter into this Agreement on the basis that the sole and exclusive remedy of the Purchaser hereunder in respect of Inaccuracy of Seller’s Representations and Warranties shall be the right to be indemnified by the Seller pursuant to the definition of Damages and to the other terms, conditions, limitations and qualifications set forth in this Clause. 7.7.2. The Parties acknowledge and agree that the rights and remedies contemplated in this Agreement shall replace in their entirety the provisions addressing liability of a seller with respect to obligations under purchase and sale or other agreements set forth in the Spanish Civil Code, the Commercial Code, and otherwise under the Laws of Spain. Therefore, the Purchaser expressly waives, in the broadest terms admissible by law, to (i) any claim against the Seller for any error, hidden defects (vicios ocultos) under the Spanish Civil Code, non-compliance or invalid consent (vicio del consentimiento) or (ii) to terminate, resolve (under article 1,124 if the Spanish Civil Code or any other) or rescind the Agreement. For the avoidance of doubt, the foregoing shall not be applicable in any case in the event of eviction (evicción), fraud or willful misconduct (dolo), in which case the Purchaser reserves its right to the remedies available to it under Spanish Law. 7.7.3. The Purchaser waives (i) any rights to terminate the Agreement due to an Inaccuracy of the Seller’s Representations and Warranties, an aliud pro alio, or invalid consent (vicio del consentimiento) , (ii) any non-contractual liability (responsabilidad extracontractual) arising out of or in connection with this Agreement (including in respect of any non-contractual obligations arising out of the negotiation of this Agreement), and (iii) any rights to make any claim in connection with this Agreement against (a) any Affiliate of the Seller, (b) the current or former directors, representatives, employees, or advisors of the Seller or any Affiliate of the Seller, or (c) any other person other than the Seller.

Indemnification as Sole Remedy. If the Closing has occurred, the sole and exclusive remedy available to a party in the event of a breach by the other party to this Agreement of any representation, warranty, or covenant or other provision of this Agreement or any Closing Document which survives the Closing shall be the indemnifications provided for under Section 3.1(c), Section 10.1, and this Article 11.

Indemnification as Sole Remedy. To the fullest extent permitted by law, the indemnification provided in this Section 7, subject to the limitations set forth herein, shall be the exclusive remedy for damages available to any Indemnified Party.

Indemnification as Sole Remedy. Except in connection with fraud or specific performance, Buyer acknowledges that the indemnification provisions contained in this Section 5 constitute Buyer's sole and exclusive remedy with respect to any claims or disputes arising out of or in connection with the Agreement.

Indemnification as Sole Remedy. The parties hereto agree that a claim for indemnification under this Article 8 shall be the sole remedy for any party which suffers any Loss as a result of, arising out of or otherwise attributable to this Agreement or the purchase and sale of the Purchased Assets contemplated hereby; provided, however, that such limitation shall not apply to claims for injunctive relief expressly provided for in this Agreement and in the case of fraudulent misrepresentations.

Indemnification as Sole Remedy. Following the Closing, except as set forth in Section 1.8(b) (Post-Closing Adjustment), Section 5.6(j)(i) (Registration Statement Indemnification), Section 5.8 (Tax Matters), and Section 11.10 (Remedies; Specific Performance) the indemnification provided for in this Section 9 shall be the sole and exclusive remedy and recourse for any breach of this Agreement. Notwithstanding the foregoing or anything else in this Agreement to the contrary, (a) in the case of fraud, the Indemnitees, as applicable, shall have all remedies available under this Agreement or otherwise at Law without giving effect to any of the limitations or waivers contained herein, and (b) nothing herein shall limit any party’s right to seek and obtain equitable remedies with respect to any covenant or agreement contained in this Agreement or any Ancillary Agreement.

Indemnification as Sole Remedy. The indemnification provided in this Article 8, subject to the limitations set forth herein, shall be the exclusive post-Closing remedy for damages available to any Aggrieved Party; provided, however, that such limitations shall not apply in the event that, and only after, an Aggrieved Party obtains a final judgment (after the exhaustion of all appellate remedies) in a court of competent jurisdiction that the Indemnifying Party committed fraud.

Indemnification as Sole Remedy. The indemnification provided for in this Article 5 shall be the sole and exclusive remedy and recourse of the Parties for any breach of this Agreement. Notwithstanding anything in this Agreement to the contrary, (a) in the case of fraud or willful misconduct, the Buyer Indemnified Parties or the Seller Indemnified Parties, as applicable, shall have all remedies available under this Agreement or otherwise, without giving effect to any of the limitations contained herein, and (b) nothing herein shall limit any Party’s right to seek and obtain equitable remedies with respect to any covenant or agreement contained in this Agreement.

Indemnification as Sole Remedy. From and after the Closing, except to the extent permitted under Section 14.04, the indemnity provided herein as it relates to this Agreement, the transactions contemplated by this Agreement and the Business shall be the sole and exclusive remedy of the Seller Indemnified Parties and the Purchaser Indemnified Parties with respect to any and all claims for Losses relating to or arising out of this Agreement or the transactions contemplated by this Agreement, whether based on contract, tort, statute, regulation or other Law, to the exclusion of all remedies provided by any Law in any jurisdiction, and Seller on behalf of the Seller Indemnified Parties and Purchaser on behalf of the Purchaser Indemnified Parties hereby waive any and all rights, both legal or equitable, to pursue any other remedies in respect of such claims.