Common use of Limitation of Recourse Clause in Contracts

Limitation of Recourse. (a) Except for (i) claims arising from intentional or willful misrepresentation of facts that constitutes common law fraud under Applicable Laws, committed by a party hereto (ii) specific performance of obligations to be performed in accordance with the terms of this Agreement, (iii) claims by any party for equitable relief as permitted by this Agreement, and (iv) the purchase price adjustment provisions of Section 2.05 (none of which shall not be limited or impeded by this Article 11), the indemnification provided by this Article 11 shall be the sole and exclusive remedy for any Losses of the Buyer Indemnified Parties or Seller Indemnified Parties, as applicable, with respect to any misrepresentation or inaccuracy in, or breach of, any representations or warranties or any breach or failure in performance of any covenants or agreements made in this Agreement or in any Related Agreement, and except as set forth in this Article 11, the parties hereto waive any and all rights and claims they may have against the other parties hereto with respect thereto, including claims and rights for contribution, indemnity or other rights of recovery. (b) No claim shall be brought or maintained by any party hereto or their respective successors or permitted assigns against any officer, director, employee (present or former) or Affiliate of any party hereto which is not otherwise expressly identified as a party hereto, and no recourse shall be brought or granted against any of them, by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach of any of the representations, warranties or covenants of any party hereto set forth or contained in this Agreement or any exhibit or Schedule hereto or any certificate delivered hereunder.

Limitation of Recourse. (a) Except for (i) claims arising from intentional or willful misrepresentation of facts that constitutes common law fraud under Applicable Laws, committed by a party hereto (ii) specific performance of obligations to be performed in accordance with the terms of this Agreement, (iii) claims by any party for equitable relief as permitted by this Agreement, and (iv) the purchase price adjustment provisions of Section 2.05 (none of which shall not be limited or impeded by this Article 11), the The indemnification provided by this Article 11 Section 7.2(a) shall be the sole and exclusive remedy for any Losses of the Buyer Indemnified Parties and the Company and the other Indemnitees thereunder arising from or Seller Indemnified Partiesin any way relating to this Agreement, as applicablethe agreements contemplated hereby or any of the transactions contemplated hereby or thereby (including, with respect to without limitation, any misrepresentation or inaccuracy in, or breach of, any representations or warranties made by the Company, the Holder or any breach or failure in performance of any covenants or agreements made the Seller in this Agreement or in any Related Agreement, and except exhibit or schedules hereto or any certificate delivered hereunder). Except as set forth in Section 7.2, neither the Holder nor the Seller shall have any liability or obligation to indemnify the Buyer or any other Person for any claim or any Loss arising from or in any way relating to this Article 11Agreement, the parties agreements contemplated hereby or any of the transactions contemplated hereby or thereby (including, without limitation, any misrepresentation or inaccuracy in, or breach of, any representations or warranties made by the Company, the Holder or the Seller in this Agreement or in any exhibit or schedules hereto waive or any and all rights and claims they may have against the other parties hereto with respect theretocertificate delivered hereunder). Except as provided in Section 7.2, including claims and rights for contribution, indemnity or other rights of recovery. (b) No no claim shall be brought or maintained by any party hereto the Buyer or the Company or their respective successors or permitted assigns against any officer, director, director or employee (present or former) or Affiliate of any party hereto which is not otherwise expressly identified as a party hereto, and no recourse shall be brought or granted against any of them, by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach of any of the representationsCompany, warranties the Holder or covenants the Seller. Without limiting the generality of the foregoing, in no event shall the Company, the Buyer or their respective successors or permitted assigns be entitled to claim or seek any party hereto set forth or contained in rescission of the transactions consummated under this Agreement or other remedy at law or in equity. Nothing in this Section 7.3 shall in any exhibit way limit or Schedule hereto foreclose the availability to the parties of actions (i) for specific performance or any certificate delivered hereunder(ii) based on a breach of representation, warranty, covenant or agreement which constitutes fraud.

Limitation of Recourse. (a) Except for (i) claims arising from intentional or willful misrepresentation of facts that constitutes common law fraud under Applicable Laws, committed by a party hereto (ii) specific performance of obligations to be performed in accordance with From and after the terms of this Agreement, (iii) claims by any party for equitable relief as permitted by this Agreement, and (iv) the purchase price adjustment provisions of Section 2.05 (none of which shall not be limited or impeded by this Article 11)Closing, the indemnification provided by this Article 11 Section 8.04 and Section 11.02(a) shall be the sole and exclusive remedy for any Losses of the Buyer Indemnified Parties Buyer, the Company or Seller Indemnified Parties, as applicable, the Subsidiaries with respect to any misrepresentation or inaccuracy in, or breach of, any representations or warranties or any breach or failure in performance of any covenants or agreements made by the Company, the Stockholders’ Representative or any Stockholder in this Agreement or in any Related exhibit or schedules hereto or any certificate delivered hereunder, other than for fraud. In addition, in no event shall a Stockholder be obligated to indemnify or hold harmless a Buyer Indemnified Party in the aggregate pursuant to Section 8.04 and Section 11.02(a) in excess of the aggregate proceeds received by such Stockholder pursuant to this Agreement, and except as set forth in this Article 11, the parties hereto waive any and all rights and claims they may have against the other parties hereto with respect thereto, including claims and rights than for contribution, indemnity or other rights of recoveryfraud. (b) No claim shall be brought or maintained by the Buyer, the Company or any party hereto of the Subsidiaries or their respective successors or permitted assigns against any officer, director, employee (present or former) or Affiliate of any party hereto which is not otherwise expressly identified as a party hereto, and no recourse shall be brought or granted against any of them, by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach of any of the representations, warranties or covenants of any party hereto set forth or contained in this Agreement or any exhibit or Schedule schedule hereto or any certificate delivered hereunder.

Limitation of Recourse. (a) Except for (i) claims arising from intentional or willful misrepresentation of facts that constitutes common law fraud The rights accorded to Buyer, the Company and Subsidiary under Applicable Laws, committed by a party hereto (ii) specific performance of obligations to be performed in accordance with the terms of this Agreement, (iii) claims by any party for equitable relief as permitted by this Agreement, and (iv) the purchase price adjustment provisions of Section 2.05 (none of which shall not be limited or impeded by this Article 11), the indemnification provided by this Article 11 X shall be the sole and exclusive remedy of such parties for any Losses based upon, arising out of the Buyer Indemnified Parties or Seller Indemnified Parties, as applicable, with otherwise in respect to of any misrepresentation or inaccuracy in, or breach of, any representations or warranties or any breach or failure in performance of any covenants or agreements made representation, warranty and covenant contained in this Agreement or in any Related documents delivered pursuant hereto; provided, that, this Section 10.03 does not limit the liability of any Shareholder for any breach of any term of such Shareholder's Letter of Transmittal for which each such Shareholder will be severally liable. In furtherance of the foregoing, Buyer hereby waives, with respect to Losses based upon, arising out of or otherwise in respect of any inaccuracy or breach of any representation, warranty and covenant under this Agreement, to the fullest extent permitted under applicable law, and except agrees not to assert in any action or proceeding of any kind related thereto, any and all rights, claims and causes of action it may now or hereafter have against the Executing Shareholders relating to this Agreement (including, without limitation, any such rights, claims or causes of action arising under or based upon common law) other than claims for indemnification asserted as permitted by and in accordance with the provisions set forth in this Article 11X. The obligations of the Executing Shareholders for all purposes under this Agreement are several and not joint and several, and in no event shall the Executing Shareholders, the parties hereto waive Shareholders' Representative or any and all rights and claims they may have against the other parties hereto with respect thereto, including claims and rights for contribution, indemnity present or other rights of recovery. (b) No claim shall be brought or maintained by any party hereto or their respective successors or permitted assigns against any former officer, director, director or employee (present or former) of the Company or Affiliate the Subsidiary have any shared or vicarious liability for the actions or omissions of any party hereto which is not otherwise expressly identified as a party hereto, and no recourse shall be brought or granted against any of them, by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach of any of the representations, warranties or covenants of any party hereto set forth or contained in this Agreement or any exhibit or Schedule hereto or any certificate delivered hereunderother Person.