Common use of Limitation of Recourse Clause in Contracts

Limitation of Recourse. The indemnification provided by Section 7.2(a) shall be the sole and exclusive remedy for any Losses of the Buyer and the Company and the other Indemnitees thereunder arising from or in any way relating to this Agreement, the 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 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 Agreement, the 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 or any certificate delivered hereunder). Except as provided in Section 7.2, no claim shall be brought or maintained by the Buyer or the Company or their respective successors or permitted assigns against any officer, director or employee (present or former) of the Company, the Holder or 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 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 way limit or foreclose the availability to the parties of actions (i) for specific performance or (ii) based on a breach of representation, warranty, covenant or agreement which constitutes fraud.

Limitation of Recourse. The (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 Section 7.2(a) this Article 11 shall be the sole and exclusive remedy for any Losses of the Buyer and the Company and the other Indemnitees thereunder arising from Indemnified Parties or in any way relating Seller Indemnified Parties, as applicable, with respect to this Agreement, the 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 or any breach or failure in performance of any covenants or agreements made by the Company, the Holder or the Seller in this Agreement or in any exhibit or schedules hereto or any certificate delivered hereunder). Except Related Agreement, and 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 AgreementArticle 11, the agreements contemplated hereby 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 any other rights of the transactions contemplated hereby or thereby recovery. (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 or any certificate delivered hereunder). Except as provided in Section 7.2, no b) No claim shall be brought or maintained by the Buyer or the Company any party hereto or their respective successors or permitted assigns against any officer, director or 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 Companyrepresentations, the Holder warranties or the Seller. Without limiting the generality covenants of the foregoing, any party hereto set forth or contained in no event shall the Company, the Buyer or their respective successors or permitted assigns be entitled to claim or seek any rescission of the transactions consummated under this Agreement or other remedy at law any exhibit or in equity. Nothing in this Section 7.3 shall in Schedule hereto or any way limit or foreclose the availability to the parties of actions (i) for specific performance or (ii) based on a breach of representation, warranty, covenant or agreement which constitutes fraudcertificate delivered hereunder.

Limitation of Recourse. The indemnification provided by Section 7.2(a) rights accorded to Buyer, the Company and Subsidiary under this Article X shall be the sole and exclusive remedy of such parties for any Losses based upon, arising out of the Buyer or otherwise in respect of any inaccuracy or breach of any representation, warranty and the Company and the other Indemnitees thereunder arising from covenant contained in this Agreement or in any way 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 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, the agreements contemplated hereby or any of the transactions contemplated hereby or thereby Agreement (including, without limitation, any misrepresentation such rights, claims or inaccuracy in, causes of action arising under or breach of, any representations or warranties made based upon common law) other than claims for indemnification asserted as permitted by and in accordance with the Company, the Holder or the Seller in this Agreement or in any exhibit or schedules hereto or any certificate delivered hereunder). Except as provisions set forth in Section 7.2this Article X. The obligations of the Executing Shareholders for all purposes under this Agreement are several and not joint and several, neither and in no event shall the Holder nor Executing Shareholders, the Seller shall have any liability or obligation to indemnify the Buyer Shareholders' Representative or any other Person for any claim present or any Loss arising from or in any way relating to this Agreement, the 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 or any certificate delivered hereunder). Except as provided in Section 7.2, no claim shall be brought or maintained by the Buyer or the Company or their respective successors or permitted assigns against any former officer, director or employee (present or former) of the Company, the Holder Company or the Seller. Without limiting Subsidiary have any shared or vicarious liability for the generality actions or omissions 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 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 way limit or foreclose the availability to the parties of actions (i) for specific performance or (ii) based on a breach of representation, warranty, covenant or agreement which constitutes fraudPerson.

Limitation of Recourse. The a. Following the Closing, except with respect to claims based upon intentional fraud or as expressly stated in this Agreement and the Transaction Documents, the indemnification provided by Section 7.2(a7.02(a) shall be the sole and exclusive remedy for any Losses of Buyer, the Companies with respect to any and all claims relating to the subject matter of this Agreement. In furtherance of the foregoing, Buyer hereby waives, from and after the Closing, to the fullest extent permitted under applicable law, any and all rights, claims and causes of action it may have against Sellers relating to the subject matter of this Agreement and the Company and the other Indemnitees thereunder Transaction Documents arising from under or in based upon any way relating to this Agreementfederal, the agreements contemplated hereby state, local or any of the transactions contemplated hereby foreign statute, law, ordinance, rule or thereby (including, without limitation, any misrepresentation regulation or inaccuracy in, or breach of, any representations or warranties made by the Company, the Holder or the Seller otherwise unless stated expressly otherwise in this Agreement or in any exhibit or schedules hereto or any certificate delivered hereunder)and the Transaction Documents. Except as set forth in Section 7.2, neither Notwithstanding anything to 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 Agreement, the 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 contrary contained in this Agreement and the Transaction Documents, Buyer shall have no right to indemnification under Section 7.02(a) with respect to any Loss or alleged Loss if Buyer shall have requested a reduction in the Closing Trade Working Capital, Closing Cash Amount, of either Company or an increase in the Closing Debt Amount of either Company, in each case, reflected on the Closing Balance Sheet Statement of such Company, on account of any exhibit matter forming the basis for such Loss or schedules hereto alleged Loss and shall have agreed, or any certificate delivered hereunder). the Firm shall have determined, that no such reduction is appropriate. b. Except as provided in Section 7.27.02(a) or unless stated expressly otherwise in this Agreement, no claim shall be brought or maintained by Buyer, any of the Buyer or the Company Companies or their respective successors or permitted assigns against any officer, director or employee (present or former) of either Company or any Warrantor, 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 Companyrepresentations, warranties or covenants of the Holder Warrantors set forth or the Seller. Without contained in this Agreement or any exhibit or schedule hereto or any certificate delivered hereunder, and provided that without limiting the generality of the foregoing, in no event shall the CompanyBuyer, the Buyer or their respective its successors or permitted assigns be entitled to claim or seek any rescission of the transactions consummated under this Agreement or any other Transaction Document or other remedy at law or in equity. Nothing in this Section 7.3 . c. Buyer shall in have no right to assert any way limit claims with respect to any Loss, cause of action or foreclose the availability other claim to the parties extent it is primarily a possible, contingent or potential Loss (other than with respect to a diminution in value of actions (i) for specific performance the Companies or (ii) based on any of their assets and/or an increase in value of any of the obligations or liabilities of the Companies), cause of action or claim that Buyer believes may be asserted rather than a breach Loss, cause of representationaction or claim that has, warrantyin fact, covenant been filed of record against Buyer or agreement which constitutes fraudone of its Affiliates or paid or incurred by Buyer or one of its Affiliates.

Limitation of Recourse. The (a) From and after the Closing, the indemnification provided by Section 7.2(a8.04 and Section 11.02(a) shall be the sole and exclusive remedy for any Losses of the Buyer and Buyer, the Company and or the other Indemnitees thereunder arising from or in any way relating Subsidiaries with respect to this Agreement, the 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 or any breach or failure in performance of any covenants or agreements made by the Company, the Holder Stockholders’ Representative or the Seller any Stockholder in this Agreement or in any exhibit or schedules hereto or any certificate delivered hereunder), other than for fraud. Except as set forth In addition, in Section 7.2, neither the Holder nor the Seller no event shall have any liability or obligation a Stockholder be obligated to indemnify or hold harmless a Buyer Indemnified Party in the Buyer or any other Person for any claim or any Loss arising from or aggregate pursuant to Section 8.04 and Section 11.02(a) in any way relating excess of the aggregate proceeds received by such Stockholder pursuant to this Agreement, the agreements contemplated hereby or any of the transactions contemplated hereby or thereby other than for fraud. (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 or any certificate delivered hereunder). Except as provided in Section 7.2, no b) No claim shall be brought or maintained by the Buyer or Buyer, the Company or any of the Subsidiaries or their respective successors or permitted assigns against any officer, director or 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 Companyrepresentations, the Holder warranties or the Seller. Without limiting the generality covenants of the foregoing, any party hereto set forth or contained in no event shall the Company, the Buyer or their respective successors or permitted assigns be entitled to claim or seek any rescission of the transactions consummated under this Agreement or other remedy at law any exhibit or in equity. Nothing in this Section 7.3 shall in schedule hereto or any way limit or foreclose the availability to the parties of actions (i) for specific performance or (ii) based on a breach of representation, warranty, covenant or agreement which constitutes fraudcertificate delivered hereunder.