Common use of No Remedy Clause in Contracts

No Remedy. Except in the case of Fraud, there shall be no remedy available to Parent and/or the Surviving Corporation and their respective successors and permitted assigns, their respective officers, directors, managers, employees, Affiliates and Representatives (collectively, the “Parent Post-Closing Parties”) for any and all losses or damages that are sustained or incurred by any of the Parent Post-Closing Parties by reason of, resulting from or arising out of any breach of or inaccuracy in any of DLQ Parent’s or the Company’s representations or warranties contained in this Agreement. Except for the purposes of determining the obligations of Parent to consummate the transactions contemplated by this Agreement in accordance with Section 9.2(b), (a) the representations and warranties provided by the Company and DLQ Parent in this Agreement (including Article IV) are provided for informational purposes only and (b) the Company, DLQ Parent and the equityholders of DLQ Parent, shall have no liability to any Parent Post-Closing Party for any Losses incurred due to any fact or circumstance that constitutes a breach of any representation or warranty of DLQ Parent or the Company contained in this Agreement. Except in the case of Fraud, there shall be no remedy available to the Company, DLQ Parent and their respective successors and permitted assigns, its respective officers, directors, managers, employees, Affiliates and Representatives (collectively, the “Company Parties”) for any and all losses or damages that are sustained or incurred by any of the Company Parties by reason of, resulting from or arising out of any breach of or inaccuracy in any of Parent’s or Merger Sub’s representations or warranties contained in this Agreement. Except for the purposes of determining the obligations of the Company to consummate the transactions contemplated by this Agreement in accordance with Section 9.3(b), (a) the representations and warranties provided by Parent and Merger Sub in this Agreement (including Article V) are provided for informational purposes only and (b) Parent shall have no liability to any Company Party for any Losses incurred due to any fact or circumstance that constitutes a breach of any representation or warranty of Parent or Merger Sub contained in this Agreement. For purposes hereof, “Fraud” means, with respect to any party, actual and intentional fraud with respect to the making of the representations and warranties pursuant to Article IV or Article V, as applicable, provided, that (1) such actual and intentional fraud of the Company shall only be deemed to exist if any of the persons set forth on Schedule A had actual knowledge (as opposed to imputed or constructive knowledge) that any of the representations and warranties made by the Company and DLQ Parent in Article IV, as qualified by the Disclosure Schedule, was actually breached when made and such breach was made with the intent to mislead Parent, and (2) such actual and intentional fraud of Parent or Merger Sub shall only be deemed to exist if the persons set forth on Schedule B had actual knowledge (as opposed to imputed or constructive knowledge) that any of the representations and warranties made by Parent or Merger Sub in Article V was actually breached when made and such breach was made with the intent to mislead the Company and DLQ Parent.