Common use of Exclusive Remedies Clause in Contracts

Exclusive Remedies. Subject to Section 9.12, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud 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 this ARTICLE VII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the 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, rule or regulation, except pursuant to the indemnification provisions set forth in this ARTICLE VII. Nothing in this Section 7.05 shall limit any person’s right to seek and obtain any equitable relief to which any person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any intentional fraud by any party hereto.

Exclusive Remedies. Subject to Section 9.12, the The parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud breach of contract, fraud, criminal activity or willful 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 this ARTICLE VII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, 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 Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VII. Nothing in this Section 7.05 7.06 shall limit any person’s Person's right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any party's fraudulent, criminal or intentional fraud by any party heretomisconduct.

Exclusive Remedies. Subject to Section 9.125.07 and Section 10.11, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud fraud, criminal activity or willful 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 this ARTICLE VIIArticle VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, any and all rights, claims claims, and causes of action for any breach of any representation, warranty, covenant, agreement agreement, or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the any other parties hereto and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle VIII. Nothing in this Section 7.05 8.09 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any party’s fraudulent, criminal, or intentional fraud by any party heretomisconduct.

Exclusive Remedies. Subject to Section 9.1210.13, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud fraud, criminal activity, or willful 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 this ARTICLE VIIVIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, any and all rights, claims 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 Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VIIVIII. Nothing in this Section 7.05 8.08 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any party’s fraud, criminal activity, or intentional fraud by any party heretomisconduct.

Exclusive Remedies. Subject to Section 9.1211.12, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud fraud, criminal activity or willful 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 VII and this ARTICLE VIIArticle IX. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, 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 Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in Article VII and this ARTICLE VIIArticle IX. Nothing in this Section 7.05 9.08 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any party’s fraudulent, criminal or intentional fraud by any party heretomisconduct.

Exclusive Remedies. Subject to Section 9.125.4 and Section 10.8, the parties Parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud fraud, criminal activity or willful misconduct on the part of a party 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 this ARTICLE VIIArticle 8. In furtherance of the foregoing, each party Party hereby waives, to the fullest extent permitted under the lawLaw, 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 Parties hereto and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle 6. Nothing in this Section 7.05 8.8 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any Party’s fraudulent, criminal or intentional fraud by any party heretomisconduct.

Exclusive Remedies. Subject to Section 9.125.07 and Section 10.11, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud fraud, criminal activity or willful 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 VIIVIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, 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 Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in ARTICLE VI and this ARTICLE VIIVIII. Nothing in this Section 7.05 8.09 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any party’s fraudulent, criminal or intentional fraud by any party heretomisconduct.

Exclusive Remedies. Subject to Section 9.126.07 and Section 10.12, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud fraud, criminal activity or willful 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 this ARTICLE VIIArticle VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, 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 Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle VIII. Nothing in this Section 7.05 8.08 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any Person’s fraudulent, criminal or intentional fraud by any party heretomisconduct.

Exclusive Remedies. Subject to Section 9.12, the The parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud breach of contract, fraud, criminal activity or wilful 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 this ARTICLE VII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, 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 Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VII. Nothing in this Section 7.05 7.06 shall limit any person’s Person's right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any party's fraudulent, criminal or intentional fraud by any party heretomisconduct.

Exclusive Remedies. Subject to Section 9.1210.11, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud fraud, criminal activity or willful 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 in this Agreement 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 VIIArticle VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein in this Agreement or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in Article VI and this ARTICLE VIIArticle VIII. Nothing in this Section 7.05 8.08 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any party’s fraudulent, criminal or intentional fraud by any party heretomisconduct.

Exclusive Remedies. Subject to Section 9.1211.12, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud fraud, criminal activity or willful 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 VII and this ARTICLE VIIArticle IX. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, 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 Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in Article VII and this ARTICLE VIIArticle IX. Nothing in this Section 7.05 9.09 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any party’s fraudulent, criminal or intentional fraud by any party heretomisconduct.

Exclusive Remedies. Subject to Section 9.12, the The parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud fraud, criminal activity or willful 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 this ARTICLE VIIArticle VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, 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 Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle VIII. Nothing in this Section 7.05 8.09 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any party’s fraudulent, criminal or intentional fraud by any party heretomisconduct.

Exclusive Remedies. Subject to Section 9.1210.11, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud fraud, criminal activity or willful 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 this ARTICLE VIIArticle VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, 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 Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle VIII. Nothing in this Section 7.05 8.9 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any party’s fraudulent, criminal or intentional fraud by any party heretomisconduct.

Exclusive Remedies. Subject to Section 9.12Except as set forth below, the parties Parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud fraud, criminal activity or willful misconduct on the part of a party 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 Agreementherein, shall be pursuant to the indemnification provisions set forth in this ARTICLE VIIVI. In furtherance of the foregoing, each party Party hereby waives, to the fullest extent permitted under the lawLaw, 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 Parties hereto and their affiliates and each of their respective representatives arising under or based upon any law, rule or regulationAffiliates, except pursuant to the indemnification provisions set forth in this ARTICLE VIIVI. Nothing Notwithstanding the foregoing or elsewhere in this Section 7.05 Agreement, nothing in this Agreement shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 enforce the covenants set forth herein, or to seek any remedy on account of any intentional fraud by any party heretoParty’s fraudulent, criminal or willful misconduct.

Exclusive Remedies. Subject to Section 9.126.06 and Section 10.11, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud fraud, criminal activity or willful 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 this ARTICLE VIIVIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, 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 Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VIIVIII. Nothing in this Section 7.05 8.08 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any party’s fraudulent, criminal or intentional fraud by any party heretomisconduct.

Exclusive Remedies. Subject to Section 9.1210.11, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud fraud, criminal activity or willful 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 VIIVIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, 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 Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in ARTICLE VI and this ARTICLE VIIVIII. Nothing in this Section 7.05 8.06 shall limit any person’s Person's right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any party's fraudulent, criminal or intentional fraud by any party heretomisconduct.

Exclusive Remedies. Subject to Section 9.1210.12, the parties Parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims Claims (other than claims Claims arising from intentional fraud Fraud on the part of a party hereto Party 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 this ARTICLE VIIArticle VIII. In furtherance of the foregoing, each party Party hereby waives, to the fullest extent permitted under the lawLaw, any and all rights, claims rights and causes of action Claims 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 Parties and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle VIII. Nothing in this Section 7.05 8.09 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 10.12 or to seek any remedy on account of any intentional fraud Fraud by any party heretoParty.

Exclusive Remedies. Subject to Section 9.128.11, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud fraud, criminal activity or willful 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 Article VII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, 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 Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationApplicable Law, except pursuant to the indemnification provisions set forth in Article VI and this ARTICLE Article VII. Nothing in this Section 7.05 7.08 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any intentional fraud by party’s fraudulent, criminal or willful misconduct. For the avoidance of doubt, and notwithstanding any provision of this Agreement to the contrary, nothing herein shall limit the recourse of a party heretoto the License Agreement in accordance with its terms or any remedies available to a party in law or equity related to the License Agreement.

Exclusive Remedies. Subject to Section 9.12, the The parties acknowledge and agree that from and after Closing their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud Fraud 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 this ARTICLE VII. X. In furtherance of the foregoing, each party hereby waives, from and after Closing, to the fullest extent permitted under the lawLaw, 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 Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VII. Article X. Nothing in this Section 7.05 10.07 shall limit any person’s Person's right to seek and obtain any equitable relief to which any person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any intentional fraud Fraud by any party hereto.

Exclusive Remedies. Subject to Section 9.1210.12 and Section 9.03, the parties Parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims Claims (other than claims Claims arising from intentional fraud Fraud on the part of a party hereto Party 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 this ARTICLE VIIArticle VIII. In furtherance of the foregoing, each party Party hereby waives, to the fullest extent permitted under the lawLaw, any and all rights, claims rights and causes of action Claims 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 Parties and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle VIII. Nothing in this Section 7.05 8.09 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 10.12 or to seek any remedy on account of any intentional fraud Fraud by any party heretoParty.

Exclusive Remedies. Subject to Section 9.1210.11, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud fraud, criminal activity or willful 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 in this Agreement 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 VIIArticle VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein in this Agreement or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in Article VI and this ARTICLE VIIArticle VIII. Nothing in this Section 7.05 8.09 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any party’s fraudulent, criminal or intentional fraud by any party heretomisconduct.

Exclusive Remedies. Subject to Section 9.126.10, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud fraud, criminal activity or willful 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 this ARTICLE VIISection 5. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, 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 Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VIISection 5. Nothing in this Section 7.05 5.9 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any party’s fraudulent, criminal or intentional fraud by any party heretomisconduct.

Exclusive Remedies. Subject to Section 9.12Except as otherwise set forth herein, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud 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 this ARTICLE VIIVIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the 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 Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VIIVIII. Nothing in this Section 7.05 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any intentional fraud by any party heretothis Agreement.

Exclusive Remedies. Subject to Section 9.127.08 and ‎Section 9.11, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud 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 this ARTICLE ‎Article VII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, 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 Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE ‎Article VII. Nothing in this Section 7.05 ‎Section 7.07 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 ‎Section 9.11 or to seek any remedy on account of any intentional fraud by any party hereto.

Exclusive Remedies. Subject to Section 9.1212.12, the parties acknowledge and agree that after the Closing, their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud or willful 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 this ARTICLE VII. Article X. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, 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 party hereto and their affiliates its Affiliates and each of their respective its representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VII. Article X. Nothing in this Section 7.05 10.7 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 12.12 or to seek any remedy on account of any intentional fraud or willful misconduct by any party hereto.

Exclusive Remedies. Subject to Section 9.126.07 and Section 10.11, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud fraud, criminal activity or willful 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 this ARTICLE VIIArticle VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, 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 Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle VIII. Nothing in this Section 7.05 8.08 shall limit any person’s Person's right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any party's fraudulent, criminal or intentional fraud by any party heretomisconduct.

Exclusive Remedies. Subject to Section 9.129.11, the parties Parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud fraud, criminal activity or willful 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 this ARTICLE Article VII. In furtherance of the foregoing, each party Party hereby waives, to the fullest extent permitted under the lawLaw, 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 Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE Article VII. Nothing in this Section 7.05 7.07 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any party’s fraudulent, criminal or intentional fraud by any party heretomisconduct.

Exclusive Remedies. Subject to Section 9.126.07 and Section 10.12 and except as provided in Section 10.07 or otherwise in this Article VIII, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud fraud, criminal activity or willful 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 this ARTICLE VIIArticle VIII or the offset and other rights expressly provided in Section 15.21 or Section 15.22 of the LLC Agreement or pursuant to the Rep & Warranty Policy. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, 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 Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle VIII or the offset and other rights expressly provided in Section 15.21 or Section 15.22 of the LLC Agreement. Nothing in this Section 7.05 8.10 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any party’s fraudulent, criminal or intentional fraud by any party hereto.misconduct. Article XVII

Exclusive Remedies. Subject to Section 9.12, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud Fraud 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 this ARTICLE VII. In furtherance of the foregoing, except with respect to Section 9.12, each party hereby waives, to the fullest extent permitted under the lawLaw, 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 Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE Article VII. Nothing in this Section 7.05 7.07 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any intentional fraud Fraud by any party hereto.

Exclusive Remedies. Subject to Section 9.1210.12, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud fraud, criminal activity or willful 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 VIIArticle VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, 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 Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in Article VI and this ARTICLE VIIArticle VIII. Nothing in this Section 7.05 8.08 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any party’s fraudulent, criminal or intentional fraud by any party heretomisconduct.

Exclusive Remedies. Subject to Section 9.1210.11, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud fraud, criminal activity or willful 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 VIIArticle VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, 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 Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in Article VI and this ARTICLE VIIArticle VIII. Nothing in this Section 7.05 8.09 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any party’s fraudulent, criminal or intentional fraud by any party heretomisconduct.

Exclusive Remedies. Subject to Section 9.1210.13, 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 fraud 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 VIIArticle IX. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, 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 Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in Article VI and this ARTICLE VIIArticle IX. Nothing in this Section 7.05 Article IX shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any party’s Fraudulent, criminal or intentional fraud by any party heretomisconduct.

Exclusive Remedies. Subject to Section 9.1210.12, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud Fraud 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 this ARTICLE VIIArticle VIII. In furtherance of the foregoing, except with respect to Section 10.12, each party hereby waives, to the fullest extent permitted under the lawLaw, 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 party hereto and their affiliates its Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle VIII. Nothing in this Section 7.05 8.07 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 10.12 or to seek any remedy on account of any intentional fraud Fraud by any party hereto.

Exclusive Remedies. Subject to Except as provided in Section 9.125.4, Section 9.4, and Section 11.9, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud Fraud, criminal activity, or willful misconduct on the part of a party hereto in connection with the transactions contemplated by this Agreement or claims involving the breach of terms under any promissory note or Security Agreement made by Buyer in favor of Seller in connection with 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 this ARTICLE VIIArticle VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, 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 Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle VIII. Nothing in this Section 7.05 8.9 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 5.4, Section 9.4, or Section 11.9 or to seek any remedy on account of any Fraud or criminal or intentional fraud misconduct by any party hereto.

Exclusive Remedies. Subject to Section 9.126.07 and Section 10.11, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud or relating to Fraud Matters 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 this ARTICLE VIIArticle VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, 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 Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle VIII. Nothing in this Section 7.05 8.09 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any intentional fraud by any party heretoFraud Matters.

Exclusive Remedies. Subject to Section 9.126.08 and Section 10.11, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional and actual fraud or criminal activity 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 this ARTICLE VIIArticle VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, 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 Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle VIII. Nothing in this Section 7.05 8.08 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any party’s fraudulent, criminal or intentional fraud by any party heretomisconduct.

Exclusive Remedies. Subject to Section 9.129.11 and except for fraud, intentional misrepresentation or willful misconduct, the parties Parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud 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 herein, and any and all claims relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this ARTICLE Article VII. In furtherance of the foregoingforegoing and except for fraud, intentional misrepresentation or willful misconduct, each party Party hereby waives, to the fullest extent permitted under the lawLaw, 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 herein, and any and all claims relating to the subject matter of this Agreement it may have against the other parties hereto Parties and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE Article VII. Nothing in this Section 7.05 7.7 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any intentional fraud by any party hereto9.11.

Exclusive Remedies. Subject to Section 9.1213.12, the parties Parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims Claims (other than claims arising from fraud, intentional fraud misrepresentation or criminal conduct on the part of a party 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 this ARTICLE VIIArticle 9. In furtherance of the foregoing, each party Party hereby waives, to the fullest extent permitted under the lawApplicable Law, any and all rights, claims 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 Parties hereto and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationApplicable Law, except pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle 9. Nothing in this Section 7.05 9.07 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 6.06 or Section 12.03 or to seek any remedy on account of any intentional willful misrepresentation or fraud by any party Party hereto.

Exclusive Remedies. Subject to Section 9.1211.13, the parties 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 fraud misconduct on the part of a party 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 VII and this ARTICLE VIIArticle IX. In furtherance of the foregoing, each party Party hereby waives, to the fullest extent permitted under the lawLaw, 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 Parties hereto and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in Article VII and this ARTICLE VIIArticle IX. Nothing in this Section 7.05 9.9 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any Party’s fraudulent, criminal or intentional fraud by any party heretomisconduct.

Exclusive Remedies. Subject to Section 9.1210.12, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud fraud, criminal activity or willful 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 VIIVIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, 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 Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in ARTICLE VI and this ARTICLE VIIVIII. Nothing in this Section 7.05 8.09 shall (i) limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any party’s fraudulent, criminal or intentional fraud by misconduct (ii) or operate as a waiver of any party heretoright that a Person may have as a shareholder of Parent from and after the Closing.

Exclusive Remedies. Subject to Section 9.125.04(d), the parties Parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud or criminal activity on the part of a party hereto Party in connection with the transactions contemplated by this Agreementherein) 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 will be pursuant to the indemnification provisions set forth in Article VI and this ARTICLE VIIArticle VIII. In furtherance of the foregoing, each party Party hereby waives, to the fullest extent permitted under the lawLaw, 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 Parties and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in Article VI and this ARTICLE VIIArticle VIII. Nothing in this Section 7.05 shall 8.09 will limit any personPerson’s right to seek and obtain any equitable relief to which any person shall Person will be entitled pursuant to Section 9.12 or to seek any remedy on account of any intentional fraud by any party heretoor criminal activity on the part of a Party in connection with the transactions contemplated herein.

Exclusive Remedies. Subject to Section 9.12, the parties acknowledge and agree that from and after Closing their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud on the part of a party hereto in connection with the transactions contemplated by this AgreementFraud) 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 this ARTICLE VII. In furtherance of the foregoing, except with respect to Section 9.12, each party hereby waives, from and after Closing, to the fullest extent permitted under the lawLaw, 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 Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE Article VII. Nothing in this Section 7.05 7.07 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any intentional fraud Fraud by any party hereto.

Exclusive Remedies. Subject to Section 9.1211.11, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud fraud, criminal activity or willful 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 this ARTICLE VIIArticle IX. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, 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 Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle IX. Nothing in this Section 7.05 9.10 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any party’s fraudulent, criminal or intentional fraud by any party heretomisconduct.

Exclusive Remedies. Subject to Section 9.125.01 and Section 8.11, the parties Parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud Fraud on the part of a party hereto Party 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 this ARTICLE VIIVI. In furtherance of the foregoing, each party Party hereby waives, to the fullest extent permitted under the lawLaw, 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 Parties and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VIIVI. Nothing in this Section 7.05 6.09 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant entitled, including with respect to Section 9.12 8.11, any right or remedy under any Transaction Document, or to seek any remedy on account of any intentional fraud by any party heretoparty’s fraudulent or criminal misconduct.

Exclusive Remedies. Subject to Section 9.1210.13, 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 fraud 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 VIIArticle IX. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, 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 Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in Article VI and this ARTICLE VIIArticle IX. Nothing in this Section 7.05 Article IX shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 entitled, or to seek any remedy remedy, on account of any party’s fraudulent, criminal or intentional fraud by any party heretomisconduct.

Exclusive Remedies. Subject to Section 9.125.07 and Section 10.11, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud fraud, criminal activity or willful 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 this ARTICLE VIIVIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, 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 Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VIIVIII. Nothing in this Section 7.05 8.08 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any party’s fraudulent, criminal or intentional fraud by any party heretomisconduct.

Exclusive Remedies. Subject to Section 9.126.4, the parties Parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud on the part of a party 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 this ARTICLE VII. Article V. In furtherance of the foregoing, each party Party hereby waives, to the fullest extent permitted under the lawApplicable 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 Parties hereto and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationApplicable Law, except pursuant to the indemnification provisions set forth in this ARTICLE VII. Article V. Nothing in this Section 7.05 5.9 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 6.4 or to seek any remedy on account of any intentional fraud by any party Party hereto.

Exclusive Remedies. Subject to Section 9.1210.11, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud fraud, criminal activity or willful 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 VIIVIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, 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 Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in ARTICLE VI and this ARTICLE VIIVIII. Nothing in this Section 7.05 8.05 shall limit any person’s Person's right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any party's fraudulent, criminal or intentional fraud by any party heretomisconduct.

Exclusive Remedies. Subject to Section 9.1210.10, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud fraud, criminal activity or willful 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 this ARTICLE VIIArticle VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, 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 Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle VIII. Nothing in this Section 7.05 8.07 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any party’s fraudulent, criminal or intentional fraud by any party heretomisconduct.

Exclusive Remedies. Subject to Section 9.122.06 and Section 10.11, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud Fraud, criminal activity or willful 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 this ARTICLE VIIArticle VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, 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 Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle VIII. Nothing in this Section 7.05 0 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any party’s Fraudulent, criminal or intentional fraud by any party heretomisconduct.

Exclusive Remedies. Subject to Section 9.128.12, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud fraud, criminal activity or willful 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 this ARTICLE Article VII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, 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 Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE Article VII. Nothing in this Section 7.05 7.06 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any party’s fraudulent, criminal or intentional fraud by any party heretomisconduct.

Exclusive Remedies. Subject to Section 9.12, the parties The Parties acknowledge and agree that their the sole and exclusive remedy of any Parent Indemnitee with respect to any and all claims (other than claims arising from intentional fraud 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 this ARTICLE VIIArticle XI. In furtherance of the foregoing, each party Parent on behalf of all Parent Indemnitees hereby waives, to the fullest extent permitted under the lawLaw, 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 Affiliates and each of their respective representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle XI. Nothing in this Section 7.05 11.8 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to any other Section 9.12 of this Agreement or to seek any remedy on account of any fraud, intentional fraud misrepresentation or willful misconduct by any party Party hereto.

Exclusive Remedies. Subject to Section 9.126.08 and Section 10.11, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud fraud, criminal activity or willful 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 this ARTICLE VIIArticle VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, 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 Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle VIII. Nothing in this Section 7.05 8.08 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any party’s fraudulent, criminal or intentional fraud by any party heretomisconduct.

Exclusive Remedies. Subject to Section 9.128.12, the parties Parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud fraud, criminal activity or willful misconduct on the part of a party 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 this ARTICLE VII. In furtherance of the foregoing, each party Party hereby waives, to the fullest extent permitted under the lawLaw, 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 Parties hereto and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VII. Nothing in this Section 7.05 7.06 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any Party’s fraudulent, criminal or intentional fraud by any party heretomisconduct.

Exclusive Remedies. Subject to Section 9.12, the The parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud fraud, criminal activity or willful 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 this ARTICLE VIIArticle VI. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, 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 Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle VI. Nothing in this Section 7.05 6.06 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any party’s fraudulent, criminal or intentional fraud by any party heretomisconduct.

Exclusive Remedies. Subject to Section 9.126.07 and Section 10.12, the parties Parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud or relating to Fraud Matters on the part of a party 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 this ARTICLE VIIArticle VIII. In furtherance of the foregoing, each party Party hereby waives, to the fullest extent permitted under the lawLaw, 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 Parties and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle VIII. Nothing in this Section 7.05 8.09 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any intentional fraud by any party hereto.Fraud Matters. {W5940181.1}

Exclusive Remedies. Subject to Section 9.126.8 and Section 10.12, the parties Parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud fraud, criminal activity or willful misconduct on the part of a party 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 under the indemnification provisions set forth in this ARTICLE VIIArticle VIII. In furtherance of the foregoing, each party Party hereby waives, to the fullest extent permitted under the lawLaw, 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 Parties hereto and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to under the indemnification provisions set forth in this ARTICLE VIIArticle VIII. Nothing in this Section 7.05 8.9 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any intentional fraud by any party heretoParty’s fraudulent, criminal or willful misconduct.

Exclusive Remedies. Subject to Section 9.1210.11, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from fraud or intentional fraud misrepresentation 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 this ARTICLE VIIVIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, 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 Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VIIVIII. Nothing in this Section 7.05 8.07 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 10.11 or to seek any remedy on account of any intentional fraud by any party hereto.

Exclusive Remedies. Subject to Section 9.129.8, the parties Parties acknowledge and agree that after the Closing, their sole and exclusive remedy with respect to any and all claims (other than claims arising from fraud or willful or intentional fraud breach on the part of a party 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 this ARTICLE VIIArticle 8. In furtherance of the foregoing, each party Party hereby waives, to the fullest extent permitted under the lawLaw, 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 Parties hereto and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle 8. Nothing in this Section 7.05 8.8 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 9.8 or to seek any remedy on account of any fraud or willful or intentional fraud breach by any party Party hereto.

Exclusive Remedies. Subject to Section 9.128.9, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from fraud, willful misconduct or intentional fraud misrepresentation 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 this ARTICLE VIIArticle VI. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, 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 Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle VI. Nothing in this Section 7.05 6.8 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 8.9 or to seek any remedy on account of any fraud, willful misconduct or intentional fraud misrepresentation by any party hereto.

Exclusive Remedies. Subject to Section 9.126.08 and Section 10.11, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional and actual fraud or criminal activity 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 this ARTICLE VIIArticle VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, 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 Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle VIII. Nothing in this Section 7.05 8.09 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any party’s fraudulent, criminal or intentional fraud by any party heretomisconduct.

Exclusive Remedies. Subject to Section 9.126.9 and Section 10.11, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud fraud, criminal activity or wilful 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 agreement, or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to under the indemnification provisions set forth in this ARTICLE VIISection 8. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, any and all rights, claims claims, and causes of action for any breach of any representation, warranty, covenant, agreement 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 Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to under the indemnification provisions set forth in this ARTICLE VIISection 8. Nothing in this Section 7.05 8.9 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any intentional fraud by any party heretoparty’s fraudulent, criminal, or wilful misconduct.

Exclusive Remedies. Subject to Section 9.12, the parties The Parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud fraud, criminal activity or willful misconduct on the part of a party Party hereto in connection with the transactions 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 this ARTICLE Article VII. In furtherance of the foregoing, each party Party hereby waives, to the fullest extent permitted under the lawLaw, 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 Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE Article VII. Nothing in this Section 7.05 7.08 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any Party’s fraudulent, criminal or intentional fraud by any party heretomisconduct.

Exclusive Remedies. Subject to Section 9.125.1 and Section 7.8, the parties Parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud fraud, criminal activity or willful misconduct on the part of a party 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 this ARTICLE VIIArticle 6. In furtherance of the foregoing, each party Party hereby waives, to the fullest extent permitted under the lawLaw, 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 Parties hereto and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle 6. Nothing in this Section 7.05 6.8 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any Party’s fraudulent, criminal or intentional fraud by any party heretomisconduct.

Exclusive Remedies. Subject to Section 9.121.06, Section 5.04 and Section 7.12, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud Actual Fraud 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 this ARTICLE VIIArticle VI. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, 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 Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle VI. Nothing in this Section 7.05 6.10 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any intentional fraud by any party heretoparty’s Actual Fraud.

Exclusive Remedies. Subject to Section 9.12the terms set forth herein, the parties Parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud 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 this ARTICLE Article VII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, 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 Parties hereto and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE this Article VII. Nothing in this Section 7.05 Article VII shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 Article VII or to seek any remedy on account of any intentional fraud by any party hereto.

Exclusive Remedies. Subject to Section 9.122.04(b), Section 7.02 and Section 13.11, the parties Parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims Claims (other than claims arising from intentional fraud on the part of a party hereto in connection with the transactions contemplated by this AgreementFraud-Type Claims) 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 VIII and this ARTICLE VII. X. In furtherance of the foregoing, each party Party hereby waives, to the fullest extent permitted under the lawLaw, 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 Parties hereto and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in ARTICLE VIII and this ARTICLE VII. X. Nothing in this Section 7.05 10.12 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any intentional fraud by any party heretoFraud-Type Claim.

Exclusive Remedies. Subject to Section 9.125.03 and Section 9.10, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud fraud, criminal activity or willful 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 this ARTICLE Article VII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, 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 Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE Article VII. Nothing in this Section 7.05 7.06 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any party’s fraudulent, criminal or intentional fraud by any party heretomisconduct.

Exclusive Remedies. Subject to Section 9.125.2 and Section 9.6, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud fraud, criminal activity or wilful 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 under the indemnification provisions set forth in this ARTICLE VIIArticle 7. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, 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 Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to under the indemnification provisions set forth in this ARTICLE VIIArticle 7. Nothing in this Section 7.05 7.15 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any intentional fraud by any party heretoparty’s fraudulent, criminal or wilful misconduct.

Exclusive Remedies. Subject to Section 9.12Sections 2.7, 7.13 and 12.13, the parties Parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud Fraud on the part of a party hereto Party 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 this ARTICLE VIIArticle 11. In furtherance of the foregoing, each party Party hereby waives, to the fullest extent permitted under the lawLaw, 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 Parties and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle 11. Nothing in this Section 7.05 11.9 shall limit any person’s Person's right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 12.13 or to seek any remedy on account of any intentional fraud Fraud by any party heretoParty.

Exclusive Remedies. Subject to Section 9.1210.13, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud fraud, criminal activity or willful 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 this ARTICLE VIIArticle VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, 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 Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle VIII. Nothing in this Section 7.05 8.9 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any party’s fraudulent, criminal or intentional fraud by any party heretomisconduct.

Exclusive Remedies. Subject to Section 9.1211.11, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud fraud, criminal activity or willful 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 VII and this ARTICLE VIIArticle IX. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, 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 Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in Article VII and this ARTICLE VIIArticle IX. Nothing in this Section 7.05 9.10 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any party’s fraudulent, criminal or intentional fraud by any party heretomisconduct.

Exclusive Remedies. Subject to Section 9.12, the parties acknowledge and agree that their sole and exclusive remedy after the Closing Date with respect to any and all claims (other than claims arising from the intentional fraud 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 in this Agreement or otherwise relating to the subject matter of this Agreement, shall Agreement will be pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle 7, and no other remedy shall be had (all of which are hereby waived) pursuant to any contract, misrepresentation, negligence, strict liability or tort theory of Law PR01/ 1485553.8 or equity, violation of Law or otherwise. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, any and all rights, claims and causes of action after the Closing Date for any breach of any representation, warranty, covenant, agreement or obligation set forth herein in this Agreement or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle 7. Nothing in this Section 7.05 shall 7.08 will limit any personPerson’s right to seek and obtain any equitable relief to which any person shall Person will be entitled pursuant to Section 9.12 or to seek any remedy on account of any intentional fraud by any party heretoparty.

Exclusive Remedies. Subject to Section 9.125.7 and Section 9.11, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud Fraud, criminal activity, or willful 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 this ARTICLE Article VII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, 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 Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE Article VII. Nothing in this Section 7.05 7.8 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any intentional fraud by any party heretoparty’s Fraud or criminal or willful misconduct.

Exclusive Remedies. Subject to Section 9.1212.11, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from fraud, intentional fraud misrepresentation or willful 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 this ARTICLE VII. Article X. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, 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 Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VII. Article X. Nothing in this Section 7.05 10.8 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or 12.11, to seek any remedy on account of any intentional fraud by any party heretohereto or to seek to enforce a remedy as provided for herein.

Exclusive Remedies. Subject to Section 9.1210.11, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud fraud, criminal activity or willful 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 VIIVIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, 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 Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in ARTICLE VI and this ARTICLE VIIVIII. Nothing in this Section 7.05 8.05 shall limit any person’s Person's right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any party's fraudulent, criminal, or intentional fraud by any party heretomisconduct.

Exclusive Remedies. Subject to Section 9.12Except as otherwise set forth herein, the parties Parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud on the part of a party 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 this ARTICLE VIIArticle IX. In furtherance of the foregoing, each party Party hereby waives, to the fullest extent permitted under the lawLaw, 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 Party hereto and their affiliates its Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle IX. Nothing in this Section 7.05 9.08 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any intentional fraud by any party heretothis Agreement.

Exclusive Remedies. Subject to Section 9.1212.12, 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 fraud misconduct on the part of a party hereto in connection with the transactions contemplated by this AgreementTransactions) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this AgreementAgreement , shall be pursuant to the indemnification provisions set forth in this ARTICLE VII. Article X. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawApplicable 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 Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationApplicable Law, except pursuant to the indemnification provisions set forth in this ARTICLE VII. Article X. Nothing in this Section 7.05 10.09 shall limit any person’s Person's right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any party's Fraud, criminal activity or intentional fraud by any party heretomisconduct.

Exclusive Remedies. Subject to Section 9.1211.14, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud Fraud 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 this ARTICLE VIIArticle VIII and Section 6.15. In furtherance of the foregoing, except with respect to Section 11.14 and for claims arising from Fraud, each party hereby releases and waives, to the fullest extent permitted under the lawLaw, 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 Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle VIII and Section 6.15. Nothing in this Section 7.05 8.9 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 11.14 or to seek any remedy on account of any intentional fraud Fraud by any party hereto.

Exclusive Remedies. Subject to Section 9.126.06 and Section 10.11, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud fraud, criminal activity or willful 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 this ARTICLE VIIArticle VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, 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 Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle VIII. Nothing in this Section 7.05 8.09 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any party’s fraudulent, criminal or intentional fraud by any party heretomisconduct.

Exclusive Remedies. Subject to Section 9.1212.12, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud fraud, criminal activity or willful 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 this ARTICLE VII. Article X. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, 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 Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VII. Article X. Nothing in this Section 7.05 10.09 shall limit any person’s Person's right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any party's fraudulent, criminal or intentional fraud by any party heretomisconduct.

Exclusive Remedies. Subject to Section 9.129.11, the parties acknowledge and agree that their sole and exclusive post-Closing remedy with respect to any and all claims (other than claims arising from intentional fraud or willful breach 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 this ARTICLE Article VII. In furtherance of the foregoing, effective after the Closing, each party hereby waives, to the fullest extent permitted under the lawLaw, any and all other 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, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE Article VII. Nothing in this Section 7.05 7.8 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 9.11 or to seek any remedy on account of any intentional fraud or willful breach by any party heretoPerson.

Exclusive Remedies. Subject to Section 9.12, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud fraud, criminal activity or willful 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 this ARTICLE Article VII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, 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 Affiliates and each of their respective representatives officers, directors and employees arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE Article VII. Nothing in this Section 7.05 7.08 shall limit any personPerson’s right (i) to seek and obtain any equitable relief to which any person Person shall be entitled pursuant entitled, (ii) to Section 9.12 assert and obtain any rights to indemnification or advancement of expenses in accordance with the terms of the Company’s articles of incorporation, bylaws or other operational agreements or (iii) to seek any remedy on account of any Person’s fraudulent, criminal or intentional fraud by any party heretomisconduct.

Exclusive Remedies. Subject to Section 9.126.1 and Section 10.11, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud fraud, criminal activity or willful 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 this ARTICLE VIIArticle VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, 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 Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle VIII. Nothing in this Section 7.05 8.9 shall limit any person’s Person's right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any Person's fraudulent, criminal or intentional fraud by any party heretomisconduct.

Exclusive Remedies. Subject to Section 9.12, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud fraud, criminal activity or willful 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 this ARTICLE VIIVIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, 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 Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VIIVIII. Nothing in this Section 7.05 8.08 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any party’s fraudulent, criminal or intentional fraud by any party heretomisconduct.

Exclusive Remedies. Subject to Section 9.129.10, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud 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 this ARTICLE VIISection 9.2. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, 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 Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VIISection 9.2. Nothing in this Section 7.05 9.2 shall limit any person’s Person's right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 9.10 or to seek any remedy on account of any intentional fraud by any party hereto. Nothing provided in this Section 9.2(h) shall limit or otherwise terminate Company’s obligations, if any, under Section 9.3(c) or Section 9.3(d).

Exclusive Remedies. Subject to Section 9.129.11 and ARTICLE VIII, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud 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 this ARTICLE VII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, 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 Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VIIVII and ARTICLE VIII. Nothing in this Section 7.05 7.07 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 9.11 or to seek any remedy on account of any intentional fraud by any party heretoPerson.

Exclusive Remedies. Subject to Section 9.125.4 and Section 10.8, the parties Parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud fraud, criminal activity or willful misconduct on the part of a party 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 this ARTICLE VIIArticle 8. In furtherance of the foregoing, each party Party hereby waives, to the fullest extent 29 permitted under the lawLaw, 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 Parties hereto and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle 6. Nothing in this Section 7.05 8.8 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any Party’s fraudulent, criminal or intentional fraud by any party heretomisconduct.

Exclusive Remedies. Subject to Section 9.129.4, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud 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 this ARTICLE VIIArticle 8. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, 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 Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle 8. Nothing in this Section 7.05 8.7 shall limit any person’s Person's right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 11.10 or to seek any remedy on account of any intentional fraud by any party hereto.

Exclusive Remedies. Subject to Section 9.128.12, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud fraud, criminal activity or willful 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 this ARTICLE Article VII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, 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 Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE Article VII. , Nothing in this Section 7.05 7.06 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any party’s fraudulent, criminal or intentional fraud by any party heretomisconduct.

Exclusive Remedies. Subject to Section 9.128.11, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud 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 this ARTICLE Article VII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, 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 Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE Article VII. Nothing in this Section 7.05 7.07 shall limit any person’s Person's right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 8.11 or to seek any remedy on account of any intentional fraud by any party heretoPerson.

Exclusive Remedies. Subject to Section 9.128.12, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud fraud, criminal activity or willful 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 this ARTICLE VII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, 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 Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VII. Nothing in this Section 7.05 7.06 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any party’s fraudulent, criminal or intentional fraud by any party heretomisconduct.

Exclusive Remedies. Subject to Section 9.1210.12, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud 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 this ARTICLE VIIVIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the 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, rule or regulation, except pursuant to the indemnification provisions set forth in this ARTICLE VIIVIII. Nothing in this Section 7.05 8.05 shall limit any person’s right to seek and obtain any equitable relief to which any person shall be entitled pursuant to Section 9.12 10.12 or to seek any remedy on account of any intentional fraud by any party hereto.

Exclusive Remedies. Subject to Section 9.1210.11, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud 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 this ARTICLE VIIArticle VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, 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 Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle VIII. Nothing in this Section 7.05 8.07 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 10.11 or to seek any remedy on account of any intentional fraud by any party hereto.

Exclusive Remedies. Subject to Section 9.12, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional common law fraud on the part of a party hereto in connection with the transactions contemplated by this Agreement) against each other or 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 this ARTICLE VII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, 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 or any other matter it may have against the other parties hereto and their affiliates Affiliates and each of their respective representatives Representatives, arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VII. Nothing in this Section 7.05 7.11 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any intentional common law fraud by any party hereto.

Exclusive Remedies. Subject to Section 9.12, the The parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud Fraud, criminal activity, or willful 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 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 this ARTICLE Article VII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement 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 Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE Article VII. Nothing in this Section 7.05 Article VII shall limit any personPerson’s right to seek and obtain any amount of indemnification or equitable relief to which any person shall be entitled pursuant to Section 9.12 or to seek any other remedy on account of any intentional fraud Fraud, criminal activity, or willful misconduct by any party hereto.

Exclusive Remedies. Subject to Section 9.127.11, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud fraud, criminal activity or willful 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 V and this ARTICLE VIIArticle VI. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the lawLaw, 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 Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in Article V and this ARTICLE VIIArticle VI. Nothing in this Section 7.05 7.09 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any party’s fraudulent, criminal or intentional fraud by any party heretomisconduct.

Exclusive Remedies. Subject to Section 9.126.06 and Section 10.11, the parties Parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud fraud, criminal activity or willful misconduct on the part of a party 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 this ARTICLE VIIArticle VIII. In furtherance of the foregoing, each party Party hereby waives, to the fullest extent permitted under the lawLaw, 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 Parties hereto and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle VIII. Nothing in this Section 7.05 8.09 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any Party’s fraudulent, criminal or intentional fraud by any party heretomisconduct.

Exclusive Remedies. Subject to Section 9.1213.11, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud Fraud 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 this ARTICLE VIIArticle 8. In furtherance of the foregoing, except with respect to Section 13.11, each party hereby waives, to the fullest extent permitted under the 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 Affiliates and each of their respective representatives arising under or based upon any law, rule or regulation, except pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle 8. Nothing in this Section 7.05 8.05 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 13.11 or to seek any remedy on account of any intentional fraud Fraud by any party hereto.hereto pursuant to Section 13.06. ARTICLE 9

Exclusive Remedies. Subject to Section 9.12, 10.11 the parties Parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud fraud, criminal activity or willful misconduct on the part of a party Party hereto in connection with the transactions contemplated by this AgreementTransactions) 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 this ARTICLE VIIArticle IX. In furtherance of the foregoing, each party Party hereby waives, to the fullest extent permitted under the lawLaw, 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 Parties and their affiliates Affiliates and each of their respective representatives Representatives arising under or based upon any law, rule or regulationLaw, except pursuant to the indemnification provisions set forth in this ARTICLE VIIArticle IX. Nothing in this Section 7.05 9.9 shall limit any personPerson’s right to seek and obtain any equitable relief to which any person Person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any Party’s fraudulent, criminal or intentional fraud by any party heretomisconduct.