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.
Buyer’s Remedies If the Closing fails to occur by reason of Seller’s improper failure or refusal to perform its obligations hereunder and same is not cured within seven (7) days after Seller’s receipt of written notice thereof from Buyer (but in no event later than the date of Closing), then Buyer shall be entitled as its sole remedy either (a) to terminate this Agreement and to the return of the Deposit, together with any and all Buyer’s Costs (as hereinafter defined) incurred as of the date of such termination up to a maximum of $75,000, or (b) to seek specific performance of Seller’s obligation to sell the Property to Buyer, it being understood and agreed that the remedy of specific performance shall not be available to enforce any other obligation of Seller hereunder. These remedies are mutually exclusive and Buyer must elect, by notice to Seller and Escrow Holder, which of these remedies it wishes to pursue no later than forty-five (45) days after the date scheduled for the Closing Date. Buyer shall be deemed to have elected to terminate this Agreement and receive back the Deposit as provided above if Buyer fails to file suit for specific performance against Seller in a court having jurisdiction in the county and state in which the Property is located, on or before sixty (60) days following the date upon which Closing was to have occurred. For purposes of this Agreement, “Buyer’s Costs” shall mean the actual expenses incurred by Buyer and paid (i) to Buyer’s attorneys for reasonable fees in connection with the negotiation of this Agreement or the proposed purchase and/or financing of the Property, (ii) to third party consultants in connection with the performance of examinations, inspections and/or investigations performed by Buyer or Buyer’s Agents, and (iii) to any potential lender in connection with any proposed financing of the Property. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL SELLER’S LIABILITY UNDER THIS AGREEMENT AND/OR ANY RELATED DOCUMENTS (INCLUDING, WITHOUT LIMITATION, ANY AND ALL LIABILITY RESULTING FROM, CONNECTED WITH OR ARISING OUT OF: (i) ANY BREACH OR VIOLATION BY SELLER OF ANY REPRESENTATION, WARRANTY, COVENANT, AGREEMENT OR PROMISE OF SELLER SET FORTH IN THIS AGREEMENT OR ANY OF THE RELATED DOCUMENTS, (ii) SELLER’S DEFAULT HEREUNDER OR FAILURE TO COMPLY WITH ANY DUTY, RESPONSIBILITY OR OBLIGATION OF SELLER SET FORTH IN THIS AGREEMENT OR ANY RELATED DOCUMENT, AND/OR (iii) ANY INDEMNIFICATION OBLIGATIONS OF SELLER SET FORTH IN THIS AGREEMENT (OTHER THAN THOSE SET FORTH IN SECTION 10.16 OF THIS AGREEMENT) OR ANY OF THE CLOSING DOCUMENTS) EXCEED, IN THE AGGREGATE, THE AMOUNT OF THE CAP.
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.