Common use of Exclusive Remedies Clause in Contracts

Exclusive Remedies. The parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims based upon, arising out of, with respect to or by reason of 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 X. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under applicable 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 applicable Law, except pursuant to the indemnification provisions set forth in this ARTICLE X. Nothing in this Section 10.7 shall limit (i) Section 12.8 in any manner or (ii) any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any party’s breach of Section 8.6, any fraudulent, criminal or intentional misconduct or any other rights or remedies available under applicable Law.

Exclusive Remedies. The Subject to Section 10.11, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims based upon, arising out of, with respect to or by reason of from fraud, criminal activity 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 Article VI and this ARTICLE X. Article VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under applicable Law, 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 and each of their respective representatives Representatives arising under or based upon any applicable Law, except pursuant to the indemnification provisions set forth in Article VI and this ARTICLE X. Article VIII. Nothing in this Section 10.7 8.07 shall limit (i) Section 12.8 in any manner or (ii) any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any party’s breach of Section 8.6, any fraudulent, criminal criminal, or intentional misconduct or any other rights or remedies available under applicable Lawmisconduct.

Exclusive Remedies. The Subject to Section 10.12, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims based upon, arising out of, with respect to or by reason of from 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 X. Article VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under applicable 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 Representatives arising under or based upon any applicable Law, except pursuant to the indemnification provisions set forth in Article VI and this ARTICLE X. Article VIII. Nothing in this Section 10.7 8.09 shall limit (i) Section 12.8 in any manner or (ii) any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any party’s breach of Section 8.6, any fraudulent, criminal or intentional misconduct or any other rights or remedies available under applicable Lawmisconduct.

Exclusive Remedies. The Subject to Section 8.12, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims based upon, arising out of, with respect to or by reason of from fraud, criminal activity 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 X. VII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under applicable Law, 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 applicable Law, except pursuant to the indemnification provisions set forth in this ARTICLE X. VII. Nothing in this Section 10.7 7.07 shall limit (i) Section 12.8 in any manner or (ii) any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any party’s breach of Section 8.6, any fraudulent, criminal criminal, or intentional misconduct or any other rights or remedies available under applicable Lawmisconduct.

Exclusive Remedies. The parties Subject to Section 5.06 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 based upon, arising out of, with respect to or by reason of from 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 X. VIII. In furtherance of the foregoing, each party Party hereby waives, to the fullest extent permitted under applicable 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 and each of their respective representatives Representatives arising under or based upon any applicable Law, except pursuant to the indemnification provisions set forth in ARTICLE VI and this ARTICLE X. VIII. Nothing in this Section 10.7 8.09 shall limit (i) Section 12.8 in any manner or (ii) any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any party’s breach of Section 8.6, any fraudulent, criminal or intentional misconduct or any other rights or remedies available under applicable Lawmisconduct.

Exclusive Remedies. The parties Subject to Section 10.13, the Parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims based upon, arising out of, with respect to or by reason of from fraud, criminal activity or willful intentional 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 VI and this ARTICLE X. Article VIII. In furtherance of the foregoing, each party Party hereby waives, to the fullest extent permitted under applicable 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 and each of their respective representatives Representatives arising under or based upon any applicable Law, except pursuant to the indemnification provisions set forth in Article VI and this ARTICLE X. Article VIII. Nothing in this Section 10.7 8.9 shall limit (i) Section 12.8 in any manner or (ii) any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any partyParty’s breach of Section 8.6, any fraudulent, criminal or intentional misconduct or any other rights or remedies available under applicable Lawmisconduct.

Exclusive Remedies. The Subject to Section 5.07 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 based upon, arising out of, with respect to or by reason of from 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 X. Article VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under applicable 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 Representatives arising under or based upon any applicable Law, except pursuant to the indemnification provisions set forth in Article VI and this ARTICLE X. Article VIII. Nothing in this Section 10.7 8.09 shall limit (i) Section 12.8 in any manner or (ii) any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any party’s breach of Section 8.6, any fraudulent, criminal or intentional misconduct or any other rights or remedies available under applicable Lawmisconduct.

Exclusive Remedies. The Subject to Section 5.7 and Section 11.11, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims based upon, arising out of, from fraud or criminal activity (except with respect to or by reason of fraudFederal Cannabis Laws), 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 X. VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under applicable 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 Representatives arising under or based upon any applicable Law, except pursuant to the indemnification provisions set forth in ARTICLE VI and this ARTICLE X. VIII. Nothing in this Section 10.7 8.9 shall limit (i) Section 12.8 in any manner or (ii) any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any party’s breach of Section 8.6, any fraudulent, criminal or intentional misconduct or any other rights or remedies available under applicable Lawmisconduct.

Exclusive Remedies. The Subject to Section 6.7 and Section 10.11, the parties hereto acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims based upon, arising out of, with respect to or by reason of from 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 X. VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under applicable 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 Representatives arising under or based upon any applicable Law, except pursuant to the indemnification provisions set forth in this ARTICLE X. VIII. Nothing in this Section 10.7 8.11 shall limit (i) Section 12.8 in any manner or (ii) any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any party’s breach of Section 8.6, any fraudulent, criminal or intentional misconduct or any other rights or remedies available under applicable Lawmisconduct. The parties hereto acknowledge and agree that the provisions contained in this ARTICLE VIII (including the limitations on liability set forth herein) are an integral part of the transaction contemplated hereby, and that, without these agreements, such parties would not enter into this Agreement.

Exclusive Remedies. The parties Subject to Section 2.03, Section 5.06 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 based upon, arising out of, with respect to or by reason of from 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 ARTICLE VI and this ARTICLE X. VIII. In furtherance of the foregoing, each party Party hereby waives, to the fullest extent permitted under applicable 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 and each of their respective representatives Representatives arising under or based upon any applicable Law, except pursuant to the indemnification provisions set forth in ARTICLE VI and this ARTICLE X. VIII. Nothing in this Section 10.7 8.09 shall limit (i) Section 12.8 in any manner or (ii) any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any partyParty’s breach of Section 8.6, any fraudulent, criminal or intentional misconduct or any other rights or remedies available under applicable Lawmisconduct.

Exclusive Remedies. The Subject to Section 6.06, Section 6.18 and Section 10.10, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims based upon, arising out of, with respect to or by reason of from 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 X. Article VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under applicable 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 Representatives arising under or based upon any applicable Law, except pursuant to the indemnification provisions set forth in this ARTICLE X. Article VIII. Nothing in this Section 10.7 8.09 shall limit (i) Section 12.8 in any manner or (ii) any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any party’s breach of Section 8.6, any fraudulent, criminal or intentional misconduct or any other rights or remedies available under applicable Lawmisconduct.

Exclusive Remedies. The Subject to Section 6.07 and Section 10.11, the parties acknowledge and agree that their sole and exclusive remedy after the Closing with respect to any and all claims (other than claims based upon, arising out of, with respect to or by reason of from fraud, criminal activity or willful 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 X. Article VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under applicable 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 Representatives arising under or based upon any applicable LawLaw following the Closing, except pursuant to the indemnification provisions set forth in this ARTICLE X. Article VIII. Nothing in this Section 10.7 8.09 shall limit (i) Section 12.8 in any manner or (ii) any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any partyPerson’s breach of Section 8.6, any fraudulent, criminal or intentional misconduct or any other rights or remedies available under applicable Lawmisconduct.

Exclusive Remedies. The Subject to this Article VIII 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 based upon, arising out of, with respect to or by reason of from 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 X. Article VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under applicable 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 Representatives arising under or based upon any applicable Law, except pursuant to the indemnification provisions set forth in Article VI and this ARTICLE X. Article VIII. Nothing in this Section 10.7 8.08 shall limit (i) Section 12.8 in any manner or (ii) any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any party’s breach of Section 8.6, any fraudulent, criminal or intentional misconduct or any other rights or remedies available under applicable Lawmisconduct.

Exclusive Remedies. The parties Subject to Error! Reference source not found., Section 5.06 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 based upon, arising out of, with respect to or by reason of from 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 ARTICLE VI and this ARTICLE X. VIII. In furtherance of the foregoing, each party Party hereby waives, to the fullest extent permitted under applicable 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 and each of their respective representatives Representatives arising under or based upon any applicable Law, except pursuant to the indemnification provisions set forth in ARTICLE VI and this ARTICLE X. VIII. Nothing in this Section 10.7 8.09 shall limit (i) Section 12.8 in any manner or (ii) any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any partyParty’s breach of Section 8.6, any fraudulent, criminal or intentional misconduct or any other rights or remedies available under applicable Lawmisconduct.

Exclusive Remedies. The parties Subject to Section 13.11, the Parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims based upon, arising out of, with respect to or by reason of from fraud, criminal activity or intentional 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 Article XI and this ARTICLE Article X. In furtherance of the foregoing, each party Party hereby waives, to the fullest extent permitted under applicable 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 and each of their respective representatives Representatives arising under or based upon any applicable Law, except pursuant to the indemnification provisions set forth in Article XI and this ARTICLE Article X. Nothing in this Section 10.7 10.09 shall limit (i) Section 12.8 in any manner or (ii) any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any partyPerson’s breach of Section 8.6, any fraudulent, criminal or intentional misconduct or any other rights or remedies available under applicable Lawwillful misconduct.

Exclusive Remedies. The parties Subject to Section 6.07 and Section 11.11, the Parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims based upon, arising out of, with respect to or by reason of from 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 X. Article IX. In furtherance of the foregoing, each party Party hereby waives, to the fullest extent permitted under applicable 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 Representatives arising under or based upon any applicable Law, except pursuant to the indemnification provisions set forth in Article VII and this ARTICLE X. Article IX. Nothing in this Section 10.7 9.08 shall limit (i) Section 12.8 in any manner or (ii) any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any party’s breach of Section 8.6, any fraudulent, criminal or intentional misconduct or any other rights or remedies available under applicable Lawmisconduct.

Exclusive Remedies. The Subject to Section 5.07 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 based upon, arising out of, with respect to or by reason of from fraud, criminal activity 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 ARTICLE VI and this ARTICLE X. VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under applicable Law, 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 and each of their respective representatives Representatives arising under or based upon any applicable Law, except pursuant to the indemnification provisions set forth in ARTICLE VI and this ARTICLE X. VIII. Nothing in this Section 10.7 8.09 shall limit (i) Section 12.8 in any manner or (ii) any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any party’s breach of Section 8.6, any fraudulent, criminal or intentional misconduct or any other rights or remedies available under applicable Lawmisconduct.

Exclusive Remedies. The Subject to Section 5.7 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 based upon, arising out of, with respect to or by reason of from 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 X. Article VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under applicable 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 Representatives arising under or based upon any applicable Law, except pursuant to the indemnification provisions set forth in Article VI and this ARTICLE X. Article VIII. Nothing in this Section 10.7 8.9 shall limit (i) Section 12.8 in any manner or (ii) any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any partyPerson’s breach of Section 8.6, any fraudulent, criminal or intentional misconduct or any other rights or remedies available under applicable Lawmisconduct.

Exclusive Remedies. The Subject to Section 2.04(b), Section 5.07 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 based upon, arising out of, with respect to or by reason of from 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 X. VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under applicable 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 Representatives arising under or based upon any applicable Law, except pursuant to the indemnification provisions set forth in ARTICLE VI and this ARTICLE X. VIII. Nothing in this Section 10.7 8.09 shall limit (i) Section 12.8 in any manner or (ii) any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any party’s breach of Section 8.6, any fraudulent, criminal or intentional misconduct or any other rights or remedies available under applicable Lawmisconduct.

Exclusive Remedies. The Except for claims for specific performance and injunctive relief pursuant to Section 10.11, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims based upon, arising out of, with respect to or by reason of fraud, criminal activity from 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 X. Article VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under applicable 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 Representatives arising under or based upon any applicable Law, except pursuant to the indemnification provisions set forth in this ARTICLE X. Article VIII. Nothing in this Section 10.7 8.08 shall limit (i) Section 12.8 in any manner or (ii) any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled entitled, including without limitation, specific performance and/or injunctive relief, or to seek any remedy on account of any partyPerson’s breach of Section 8.6, any fraudulent, criminal fraudulent or intentional misconduct or any other rights or remedies available under applicable Lawwillful misconduct.

Exclusive Remedies. The parties Subject to Section 7.05, Section 10.11 and Article IX, the Parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims based upon, arising out of, with respect to or by reason of from 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 X. Article VIII. In furtherance of the foregoing, each party Party hereby waives, to the fullest extent permitted under applicable 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 and each of their respective representatives Representatives arising under or based upon any applicable Law, except pursuant to the indemnification provisions set forth in this ARTICLE X. Nothing Article VIII; provided, however, nothing in this Section 10.7 8.10 shall limit limit: (ia) Section 12.8 in any manner or the rights of the Parties under Article IX; (iib) any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled entitled; or (c) any Person’s right to seek and obtain any remedy on account of any partyPerson’s breach of Section 8.6, any fraudulent, criminal or intentional misconduct or any other rights or remedies available under applicable Lawmisconduct.

Exclusive Remedies. The Subject to Section 5.02(e) and Section 8.11, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims based upon, arising out of, with respect to or by reason of fraudfrom 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 X. VII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under applicable Law, any and all rights, remedies, 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 he or it may have against the other parties hereto and their Affiliates and each of their respective representatives Representatives arising under or based upon any applicable Law, except pursuant to the indemnification provisions set forth in ARTICLE VI and this ARTICLE X. VII. Nothing in this Section 10.7 7.09 shall limit (i) Section 12.8 in any manner or (ii) any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any party’s breach of Section 8.6, any fraudulentFraudulent, criminal or intentional misconduct or any other rights or remedies available under applicable Lawwillful misconduct.

Exclusive Remedies. The Subject to Section 2.07(d), Section 6.07 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 based upon, arising out of, with respect to or by reason of from 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 X. Article VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under applicable 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 Representatives arising under or based upon any applicable Law, except pursuant to the indemnification provisions set forth in this ARTICLE X. Article VIII. Nothing in this Section 10.7 8.09 shall limit (i) Section 12.8 in any manner or (ii) any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any party’s breach of Section 8.6, any fraudulent, criminal or intentional misconduct or any other rights or remedies available under applicable Lawmisconduct.

Exclusive Remedies. The Subject to Section 5.04 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 based upon, arising out of, with respect to or by reason of from 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 X. Article VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under applicable 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 Representatives arising under or based upon any applicable Law, except pursuant to the indemnification provisions set forth in Article VI and this ARTICLE X. Article VIII. Nothing in this Section 10.7 8.09 shall limit (i) Section 12.8 in any manner or (ii) any Person’s 's right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any party’s breach of Section 8.6, any 's fraudulent, criminal or intentional misconduct or any other rights or remedies available under applicable Lawmisconduct.

Exclusive Remedies. The Subject to Section 2.04(b) 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 based upon, arising out of, with respect to or by reason of from 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 X. VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under applicable 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 Representatives arising under or based upon any applicable Law, except pursuant to the indemnification provisions set forth in ARTICLE VI and this ARTICLE X. VIII. Nothing in this Section 10.7 8.09 shall limit (i) Section 12.8 in any manner or (ii) any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any party’s breach of Section 8.6, any fraudulent, criminal or intentional misconduct or any other rights or remedies available under applicable Lawmisconduct.

Exclusive Remedies. The Subject to Section 5.05 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 based upon, arising out of, with respect to or by reason of from 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 X. Article VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under applicable 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 Representatives arising under or based upon any applicable Law, except pursuant to the indemnification provisions set forth in Article VI and this ARTICLE X. Article VIII. Nothing in this Section 10.7 8.09 shall limit (i) Section 12.8 in any manner or (ii) any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any party’s breach of Section 8.6, any fraudulent, criminal or intentional misconduct or any other rights or remedies available under applicable Lawmisconduct.

Exclusive Remedies. The parties Subject to Section 6.02 and Section 11.11, the Parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims based upon, arising out of, with respect to or by reason of from fraud, criminal activity or activity, willful misconduct or intentional misrepresentation 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 ARTICLE VII and this ARTICLE X. IX. In furtherance of the foregoing, each party Party hereby waives, to the fullest extent permitted under applicable 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 Parties and their Affiliates and each of their respective representatives Representatives arising under or based upon any applicable Law, except pursuant to the indemnification provisions set forth in ARTICLE VII and this ARTICLE X. IX. Nothing in this Section 10.7 9.09 shall limit (i) Section 12.8 in any manner or (ii) any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any partyParty’s breach of Section 8.6, any fraudulent, criminal actions, willful misconduct or intentional misconduct or any other rights or remedies available under applicable Lawmisrepresentation.

Exclusive Remedies. The parties acknowledge Subject to Section 6.15, each Purchaser Party acknowledges and agree agrees that their its sole and exclusive remedy with respect to any and all claims (other than claims based upon, arising out of, with respect to or by reason of from common law 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 this ARTICLE X. Section 4.6. In furtherance of the foregoing, each party Purchaser Party hereby waives, to the fullest extent permitted under applicable Law, 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 and each of their respective representatives arising under or based upon any applicable Law, except pursuant to the indemnification provisions set forth in this ARTICLE X. Section 4.6. Nothing in this Section 10.7 4.6(d) shall limit (i) Section 12.8 in any manner or (ii) any PersonPurchaser Party’s right to seek and obtain any equitable relief to which any Person such Purchaser shall be entitled or to seek any remedy on account of any party’s breach of Section 8.6, any fraudulent, criminal or intentional misconduct or any other rights or remedies available under applicable Lawmisconduct.

Exclusive Remedies. The Subject to Section 6.07 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 based upon, arising out of, with respect to or by reason of from 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 X. VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under applicable 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 Representatives arising under or based upon any applicable Law, except pursuant to the indemnification provisions set forth in this ARTICLE X. VIII. Nothing in this Section 10.7 8.09 shall limit (i) Section 12.8 in any manner or (ii) any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any party’s breach of Section 8.6, any fraudulentfraud, criminal activity or intentional misconduct willful misconduct. Notwithstanding any provision herein to the contrary, the parties acknowledge that, for purposes of this Agreement, the mere fact that a representation or any other rights warranty is inaccurate or remedies available under applicable Lawomits certain information does not, in and of itself, mean that providing such representation or warranty constitutes fraud.

Exclusive Remedies. The Absent a finding by a court that the Shareholders have committed common law fraud or made willful misreprentations, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims based upon, arising out of, with respect to or by reason of from 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 X. Section 10. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under applicable 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 Representatives arising under or based upon any applicable Law, except pursuant to the indemnification provisions set forth in this ARTICLE X. Nothing Section 10. Notwithstanding the foregoing, nothing in this Section 10.7 10 shall limit (i) Section 12.8 in any manner or (ii) any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of a violation by any of the Shareholders of the provisions of Section 6.7 of this Agreement or any party’s breach of Section 8.6, any fraudulent, criminal or intentional misconduct or any other rights or remedies available under applicable Lawmisconduct.

Exclusive Remedies. The parties Except as otherwise expressly provided in this Agreement, the Parties acknowledge and agree that that, following the Closing, their sole and exclusive remedy with respect to any and all claims (other than claims based upon, arising out of, with respect to or by reason of from 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 X. Section 7. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under applicable 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 Representatives arising under or based upon any applicable Law, except pursuant to the indemnification provisions set forth in this ARTICLE X. Section 7. Nothing in this Section 10.7 7.7 shall limit (i) Section 12.8 in any manner or (ii) any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy in connection with the Master Services Agreement (subject to the provisions thereof) or on account of any party’s breach of Section 8.6, any fraudulent, criminal or intentional misconduct or any other rights or remedies available under applicable Lawmisconduct.

Exclusive Remedies. The parties Subject to Section 9.13, the Parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims based upon, arising out of, with respect to or by reason of from actual fraud, criminal activity gross negligence, 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 X. Article VII. In furtherance of the foregoing, other than claims arising from actual fraud, gross negligence, or willful misconduct on the part of a Party hereto in connection with the transactions contemplated by this Agreement, each party Party hereby waives, to the fullest extent permitted under applicable Law, 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 Party hereto and their its Affiliates and each of their respective representatives Representatives arising under or based upon any applicable Law, except pursuant to the indemnification provisions set forth in this ARTICLE X. Article VII. Nothing in this Section 10.7 7.07 shall limit (i) Section 12.8 in any manner or (ii) any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled pursuant to Section 9.13 or to seek any remedy on account of actual fraud, gross negligence or willful misconduct by any party’s breach of Section 8.6, any fraudulent, criminal or intentional misconduct or any other rights or remedies available under applicable LawParty hereto.

Exclusive Remedies. The Subject to Section 10.11, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims Actions (other than claims based upon, Actions arising out of, with respect to or by reason of from fraud, criminal activity willful breach or willful misconduct or intentional 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 X. VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under applicable Law, any and all rights, claims and causes of action Actions 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 applicable Law, except pursuant to the indemnification provisions set forth in this ARTICLE X. VIII. Nothing in this Section 10.7 8.08 shall limit (i) Section 12.8 in any manner or (ii) any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any party’s fraud, willful breach of Section 8.6, any fraudulent, criminal or willful misconduct or intentional misconduct or misrepresentation by any other rights or remedies available under applicable Lawparty hereto.

Exclusive Remedies. The parties Subject to Section 2.03(f), Section 5.06 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 based upon, arising out of, with respect to or by reason of from 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 ARTICLE VI and this ARTICLE X. VIII. In furtherance of the foregoing, each party Party hereby waives, to the fullest extent permitted under applicable 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 and each of their respective representatives Representatives arising under or based upon any applicable Law, except pursuant to the indemnification provisions set forth in ARTICLE VI and this ARTICLE X. VIII. Nothing in this Section 10.7 8.09 shall limit (i) Section 12.8 in any manner or (ii) any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any partyParty’s breach of Section 8.6, any fraudulent, criminal or intentional misconduct or any other rights or remedies available under applicable Lawmisconduct.

Exclusive Remedies. The Subject to Section 5.07 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 based upon, arising out of, with respect to or by reason of from 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 X. VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under applicable 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 Representatives arising under or based upon any applicable Law, except pursuant to the indemnification provisions set forth in ARTICLE VI and this ARTICLE X. VIII. Nothing in this Section 10.7 8.09(a) shall limit (i) Section 12.8 in any manner or (ii) any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any party’s breach of Section 8.6, any fraudulent, criminal or intentional misconduct or any other rights or remedies available under applicable Lawmisconduct.

Exclusive Remedies. The parties Subject to Section 11.13, the Parties acknowledge and agree that from and after the Closing their sole and exclusive remedy with respect to any and all claims (other than claims based upon, arising out of, with respect to or by reason of fraud, criminal activity from fraud or willful misconduct on the part of a party hereto in connection with the transactions contemplated by this AgreementAgreement against a Party who has committed such fraud or willful misconduct) 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 X. Article IX. In furtherance of the foregoing, each party Party hereby waives, to the fullest extent permitted under applicable 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 Parties and their Affiliates and each of their respective representatives Representatives arising under or based upon any applicable Law, except pursuant to the indemnification provisions set forth in this ARTICLE X. Article IX. Nothing in this Section 10.7 9.09 shall limit (i) Section 12.8 in any manner or (ii) any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any party’s breach of Section 8.6, any fraudulent, criminal fraudulent or intentional misconduct or any other rights or remedies available under applicable Lawmisconduct.

Exclusive Remedies. The Subject to Section 10.11, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims based upon, arising out of, with respect to or by reason of fraud, criminal activity or willful misconduct from 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 X. VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under applicable 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 Representatives arising under or based upon any applicable Law, except pursuant to the indemnification provisions set forth in this ARTICLE X. VIII and other than claims arising from fraud on the part of a party hereto in connection with the transactions contemplated by this Agreement. Nothing in this Section 10.7 8.07 shall limit (i) Section 12.8 in any manner or (ii) any Person’s right (a) to seek and obtain any equitable relief to which any Person shall be entitled pursuant to Section 10.11 or (b) to seek any remedy on account of any party’s breach of Section 8.6, fraud by any fraudulent, criminal or intentional misconduct or any other rights or remedies available under applicable Lawparty hereto.

Exclusive Remedies. The Subject to Section 2.6, Section 6.7 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 based upon, arising out of, with respect to or by reason of from 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 X. VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under applicable 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 Representatives arising under or based upon any applicable Law, except pursuant to the indemnification provisions set forth in this ARTICLE X. VIII. Nothing in this Section 10.7 8.8 shall limit (i) Section 12.8 in any manner or (ii) any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any party’s breach of Section 8.6, any fraudulent, criminal or intentional misconduct or any other rights or remedies available under applicable Lawmisconduct.

Exclusive Remedies. The Subject to Section 10.10 and Section 5.05, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims based upon, arising out of, with respect to or by reason of from 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 X. Article VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under applicable 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 Representatives arising under or based upon any applicable Law, except pursuant to the indemnification provisions set forth in Article VI and this ARTICLE X. Article VIII. Nothing in this Section 10.7 8.08 shall limit (i) Section 12.8 in any manner or (ii) any Person’s 's right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any party’s breach of Section 8.6, any 's fraudulent, criminal or intentional misconduct or any other rights or remedies available under applicable Lawmisconduct.

Exclusive Remedies. The Subject to Section 5.03 and Article VI, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims based upon, arising out of, with respect to or by reason of from 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 X. Article VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under applicable 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 Representatives arising under or based upon any applicable Law, except pursuant to the indemnification provisions set forth in Article VI and this ARTICLE X. Article VIII. Nothing in this Section 10.7 8.09 shall limit (i) Section 12.8 in any manner or (ii) any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any partyPerson’s breach of Section 8.6, any fraudulent, criminal or intentional misconduct or any other rights or remedies available under applicable Lawmisconduct.

Exclusive Remedies. The Subject to Section 6.07, Section 8.04(d) 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 based upon, arising out of, with respect to or by reason of from 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 X. Article VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under applicable 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 Representatives arising under or based upon any applicable Law, except pursuant to the indemnification provisions set forth in this ARTICLE X. Nothing Article VIII. Subject to the limitations set forth in Section 8.04(d), nothing in this Section 10.7 8.09 shall limit (i) Section 12.8 in any manner or (ii) any Person’s 's right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy against any party on account of any such party’s breach of Section 8.6, any 's fraudulent, criminal or intentional misconduct or any other rights or remedies available under applicable Lawmisconduct.

Exclusive Remedies. The Subject to Section 2.07, Section 6.08 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 based upon, arising out of, with respect to or by reason of from 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 X. Article VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under applicable 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 Representatives arising under or based upon any applicable Law, except pursuant to the indemnification provisions set forth in this ARTICLE X. Article VIII. Nothing in this Section 10.7 8.09 shall limit (i) Section 12.8 in any manner or (ii) any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any party’s breach of Section 8.6, any fraudulent, criminal or intentional misconduct or any other rights or remedies available under applicable Lawmisconduct.

Exclusive Remedies. The Subject to Section 2.06(b), Section 5.04 and Section 11.11, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims based upon, arising out of, with respect to or by reason of from 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 6 and this ARTICLE X. 8. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under applicable 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 Representatives arising under or based upon any applicable Law, except pursuant to the indemnification provisions set forth in ARTICLE 6 and this ARTICLE X. 8. Nothing in this Section 10.7 8.09 shall limit (i) Section 12.8 in any manner or (ii) any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any party’s breach of Section 8.6, any fraudulent, criminal or intentional misconduct or any other rights or remedies available under applicable Lawmisconduct.

Exclusive Remedies. The Subject to Section 5.8, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims based upon, arising out of, with respect to from actual fraud or by reason of fraud, criminal activity or willful intentional wrongful misconduct on the part of a party hereto in connection with the transactions contemplated by this AgreementContemplated Transactions) 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 X. Article 6. In furtherance of the foregoing, except for Section 5.8, each party hereby waives, to the fullest extent permitted under applicable LawLegal Requirement, 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 Representatives arising under or based upon any applicable LawLegal Requirement, except pursuant to the indemnification provisions set forth in this ARTICLE X. Article 6. Except as set forth in Section 5.8, the Parties irrevocably waive any right to equitable or injunctive relief. Nothing in this Section 10.7 6.8 shall limit (i) Section 12.8 in any manner or (ii) any Person’s 's right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any party’s breach of Section 8.6, any fraudulent, criminal 's actual fraud or intentional misconduct or any other rights or remedies available under applicable Lawwrongful misconduct.

Exclusive Remedies. The Subject to Section 5.06 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 based upon, arising out of, with respect to or by reason of from fraud, criminal activity 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 ARTICLE VI and this ARTICLE X. VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under applicable Law, 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 and each of their respective representatives Representatives arising under or based upon any applicable Law, except pursuant to the indemnification provisions set forth in ARTICLE VI and this ARTICLE X. VIII. Nothing in this Section 10.7 8.09 shall limit (i) Section 12.8 in any manner or (ii) any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any party’s breach of Section 8.6, any fraudulent, criminal criminal, or intentional misconduct or any other rights or remedies available under applicable Lawmisconduct.

Exclusive Remedies. The Subject to Section 2.11(b) and Section 12.12, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims based upon, arising out of, with respect to or by reason of from 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 X. Article VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under applicable 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 Representatives arising under or based upon any applicable Law, except pursuant to the indemnification provisions set forth in this ARTICLE X. Article VIII. Nothing in this Section 10.7 8.09 shall limit (i) Section 12.8 in any manner or (ii) any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any party’s breach of Section 8.6, any fraudulent, criminal or intentional misconduct or any other rights or remedies available under applicable Lawmisconduct.

Exclusive Remedies. The Subject to Section 5.02 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 based upon, arising out of, with respect to or by reason of from 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 X. Article VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under applicable 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 Representatives arising under or based upon any applicable Law, except pursuant to the indemnification provisions set forth in Article VI and this ARTICLE X. Article VIII. Nothing in this Section 10.7 8.09 shall limit (i) Section 12.8 in any manner or (ii) any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any party’s breach of Section 8.6, any fraudulent, criminal or intentional misconduct or any other rights or remedies available under applicable Lawmisconduct.

Exclusive Remedies. The Subject to Section 5.07 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 based upon, arising out of, with respect to or by reason of from 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 X. Article VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under applicable 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 Representatives arising under or based upon any applicable Law, except pursuant to the indemnification provisions set forth in Article VI and this ARTICLE X. Article VIII. Nothing in this Section 10.7 8.08 shall limit (i) Section 12.8 in any manner or (ii) any Person’s right to seek any remedy on account of any party’s fraudulent, criminal or intentional misconduct or to seek and obtain any equitable relief to which any Person shall be entitled or entitled, other than any right to seek any remedy on account of any party’s breach of Section 8.6and obtain contribution from Seller Parties pursuant to CERCLA or other federal or state Environmental Law or common law, any fraudulent, criminal or intentional misconduct or any other rights or remedies available under applicable Lawright to which Buyer expressly waives.

Exclusive Remedies. The Subject to Section 10.12, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims based upon, arising out of, with respect to or by reason of from fraud, criminal activity or willful misconduct on the part of a party hereto in connection with the Merger and any other 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 X. Article VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under applicable 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 Representatives arising under or based upon any applicable Law, except pursuant to the indemnification provisions set forth in Article VI and this ARTICLE X. Article VIII. Nothing in this Section 10.7 8.09 shall limit (i) Section 12.8 in any manner or (ii) any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any party’s breach of Section 8.6, any fraudulent, criminal or intentional misconduct or any other rights or remedies available under applicable Lawmisconduct.

Exclusive Remedies. The Subject to Section 4.05 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 based upon, arising out of, with respect to or by reason of from 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 X. Article VII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under applicable 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 Representatives arising under or based upon any applicable Law, except pursuant to the indemnification provisions set forth in Article V and this ARTICLE X. Article VII. Nothing in this Section 10.7 7.08 shall limit (i) Section 12.8 in any manner or (ii) any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any party’s breach of Section 8.6, any Person's fraudulent, criminal or intentional misconduct or any other rights or remedies available under applicable Lawmisconduct.

Exclusive Remedies. The Subject to Section 10.12 and the consummation of the Merger, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims Losses (other than claims based upon, arising out of, with respect to or by reason of from 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 will be pursuant to the indemnification provisions set forth in this ARTICLE X. Article VII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under applicable 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 Representatives arising under or based upon any applicable Law, except pursuant to the indemnification provisions set forth in this ARTICLE X. Article VII. Nothing in this Section 10.7 shall 7.09 will limit (i) Section 12.8 in any manner or (ii) any Person’s right to seek and obtain any equitable relief to which any Person shall will be entitled or to seek any remedy on account of any party’s breach of Section 8.6, any fraudulent, criminal or intentional misconduct or any other rights or remedies available under applicable Law.misconduct. AGREEMENT AND PLAN OF MERGER AND REORGANIZATION

Exclusive Remedies. The parties Subject to Section 2.05(b), Section 6.05 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 based upon, arising out of, with respect to or by reason of from 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 X. Article IX. In furtherance of the foregoing, each party Party hereby waives, to the fullest extent permitted under applicable 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 and each of their respective representatives Representatives arising under or based upon any applicable Law, except pursuant to the indemnification provisions set forth in this ARTICLE X. Nothing Article IX. Notwithstanding the foregoing, nothing in this Section 10.7 9.10 shall limit (i) Section 12.8 in any manner or (iia) any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any partyParty’s breach of Section 8.6, any fraudulent, criminal or intentional misconduct misconduct, or (b) any other rights set forth in this Agreement or remedies available under applicable Lawthe Ancillary Documents, including rights to enforce specific performance.

Exclusive Remedies. The Subject to 12.11(c) and 110.11, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims based upon, arising out of, with respect to or by reason of from 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 1VI and this ARTICLE X. 1VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under applicable 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 Representatives arising under or based upon any applicable Law, except pursuant to the indemnification provisions set forth in 1VI and this ARTICLE X. 1VIII. Nothing in this Section 10.7 18 shall limit (i) Section 12.8 in any manner or (ii) any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any party’s breach of Section 8.6, any fraudulent, criminal or intentional misconduct or any other rights or remedies available under applicable Lawmisconduct.

Exclusive Remedies. The Subject to Section 2.6, Section 6.8 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 based upon, arising out of, with respect to or by reason of from 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 X. VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under applicable 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 Representatives arising under or based upon any applicable Law, except pursuant to the indemnification provisions set forth in this ARTICLE X. VIII. Nothing in this Section 10.7 8.9 shall limit (i) Section 12.8 in any manner or (ii) any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any party’s breach of Section 8.6, any fraudulent, criminal or intentional misconduct or any other rights or remedies available under applicable Lawmisconduct.

Exclusive Remedies. The parties Subject to Section 10.11, the Parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims based upon, arising out of, with respect to or by reason of from fraud, criminal activity or intentional 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 Article VI and this ARTICLE X. Article VIII. In furtherance of the foregoing, each party Party hereby waives, to the fullest extent permitted under applicable 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 and each of their respective representatives Representatives arising under or based upon any applicable Law, except pursuant to the indemnification provisions set forth in Article VI and this ARTICLE X. Article VIII. Nothing in this Section 10.7 8.09 shall limit (i) Section 12.8 in any manner or (ii) any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any partyPerson’s breach of Section 8.6, any fraudulent, criminal or intentional misconduct or any other rights or remedies available under applicable Lawwillful misconduct.

Exclusive Remedies. The Subject to Section 6.1(g) and Section 10.8, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims based upon, arising out of, with respect to or by reason of from 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 X. Article VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under applicable 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 Representatives arising under or based upon any applicable Law, except pursuant to the indemnification provisions set forth in Article V and this ARTICLE X. Article VIII. Nothing in this Section 10.7 shall 8.10 shall, however, limit (i) Section 12.8 in any manner or (ii) any Personparty’s right (a) to seek and obtain any equitable relief to which any Person party shall be entitled or entitled, (b) to seek any remedy on account of any party’s breach of Section 8.6, any fraudulent, criminal or intentional misconduct willful misconduct, or any other rights or remedies available under applicable Law(c) to enforce the terms of the Non-Compete Agreement.

Exclusive Remedies. The parties Subject to Section 2.13(c), the Parties acknowledge and agree that that, from and after the Closing, their sole and exclusive remedy with respect to any and all claims (other than under the R&W Policy and claims based upon, arising out of, with respect to or by reason of fraud, criminal activity or willful misconduct from Fraud on the part of a party hereto Party in connection with the transactions contemplated by this AgreementContemplated Transactions) 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 are set forth in ARTICLE VIII and this ARTICLE X. In furtherance of the foregoing, each party Party hereby waives, to the fullest extent permitted under applicable LawLaw and effective as of the Closing, 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 Parties and their Affiliates and each of their respective representatives Representatives arising under or based upon any applicable Law, except pursuant to the indemnification provisions set forth in ARTICLE VIII and this ARTICLE X. Nothing Except as otherwise set forth in Section 10.01, nothing in this Section 10.7 10.06 shall limit (i) Section 12.8 in any manner or (ii) any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any party’s breach of Section 8.6, Fraud by any fraudulent, criminal or intentional misconduct or any other rights or remedies available under applicable Law.Party. 113

Exclusive Remedies. The Subject to Section 11.12, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims based upon, arising out of, with respect to or by reason of from 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 X. IX. In furtherance of the foregoing, subject to Section 11.12, each party hereby waives, to the fullest extent permitted under applicable 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 Representatives arising under or based upon any applicable Law, except pursuant to the indemnification provisions set forth in ARTICLE VII and this ARTICLE X. IX. Nothing in this Section 10.7 9.09 shall limit (i) Section 12.8 in any manner or (ii) any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any party’s breach of Section 8.6, any fraudulent, criminal or intentional misconduct or any other rights or remedies available under applicable Lawmisconduct.

Exclusive Remedies. The Subject to Section 10.12, 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 based upon, arising out of, with respect to or by reason of fraud, criminal activity or willful misconduct on the part of a party hereto in connection with the transactions contemplated by this Agreementfrom Fraud and Willful Misconduct) 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 X. VIII. In furtherance of the foregoing, except with respect to Section 10.12, each party hereby waives, from and after Closing, to the fullest extent permitted under applicable Law, any and all rights, claims and causes of action (other than rights, claims and causes of action arising from Fraud and Willful Misconduct) 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 applicable Law, except pursuant to the indemnification provisions set forth in this ARTICLE X. VIII. Nothing in this Section 10.7 8.07 shall limit (i) Section 12.8 in any manner or (ii) any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled or pursuant to seek any remedy on account of any party’s breach of Section 8.6, any fraudulent, criminal or intentional misconduct or any other rights or remedies available under applicable Law10.12.

Exclusive Remedies. The Subject to Section 2.04(c) and Section 8.11, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims based upon, arising out of, with respect to or by reason of from 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 X. VII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under applicable 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 that it may have against the other parties hereto and their Affiliates and each of their respective representatives Representatives arising under or based upon any applicable Law, except pursuant to the indemnification provisions set forth in this ARTICLE X. VII and except as permitted pursuant to Section 8.11. Nothing in this Section 10.7 7.09 shall limit (i) Section 12.8 in any manner or (ii) any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any party’s breach of Section 8.6, any fraudulent, criminal or intentional misconduct or any other rights or remedies available under applicable Lawmisconduct.

Exclusive Remedies. The parties Subject to Section 10.10 (Specific Performance), the Parties acknowledge and agree that their that, following the Closing, the sole and exclusive remedy remedies of any and all of the Indemnified Parties with respect to any and all claims (other than claims based upon, arising out of, with respect hereunder or outside of this Agreement relating to or by reason of 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, obligation or obligation set forth herein undertaking that is contained in this Agreement or otherwise relating to the subject matter of this Agreement, shall contained in any Transaction Document will be pursuant to the indemnification provisions set forth this Article 7, except for claims in this ARTICLE X. connection with fraud, willful misconduct or intentional misrepresentation. In furtherance of the foregoing, each party Party hereby waives, to the fullest extent permitted under applicable 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 Representatives arising under or based upon any applicable Law, except pursuant to the indemnification provisions set forth in this ARTICLE X. Article 7. Nothing in this Section 10.7 Article 7 shall limit (i) Section 12.8 in any manner or (ii) any Person’s 's right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of fraud or willful breach by any party’s breach of Section 8.6, any fraudulent, criminal or intentional misconduct or any other rights or remedies available under applicable Lawparty hereto.

Exclusive Remedies. The Subject to Section 2.07(c) and Section 7.11, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims based upon, arising out of, with respect to or by reason of from 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 X. VI. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under applicable 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 that it may have against the other parties hereto and their Affiliates and each of their respective representatives Representatives arising under or based upon any applicable Law, except pursuant to the indemnification provisions set forth in this ARTICLE X. VI and except as permitted pursuant to Section 7.11. Nothing in this Section 10.7 6.09 shall limit (i) Section 12.8 in any manner or (ii) any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any party’s breach of Section 8.6, any fraudulent, criminal or intentional misconduct or any other rights or remedies available under applicable Lawmisconduct.

Exclusive Remedies. The Subject to Section 2.06(b), Section 6.03 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 based upon, arising out of, with respect to or by reason of from intentional 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 X. IX. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under applicable 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 Representatives arising under or based upon any applicable Law, except pursuant to the indemnification provisions set forth in ARTICLE VII and this ARTICLE X. IX. Nothing in this Section 10.7 9.08 shall limit (i) Section 12.8 in any manner or (ii) any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any party’s breach of Section 8.6, any fraudulent, intentional fraud or criminal or intentional misconduct or any other rights or remedies available under applicable Lawmisconduct.

Exclusive Remedies. The parties Subject to Section 11.10, the Parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims based upon, arising out of, with respect to or by reason of from 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 AgreementAgreement and any other Transaction Document, shall be pursuant to the indemnification provisions set forth in this ARTICLE X. Section 9.9. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under applicable 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 Party hereto and their Affiliates and each of their respective representatives Representatives arising under or based upon any applicable Law, except pursuant to the indemnification provisions set forth in this ARTICLE X. Section 9.9. Nothing in this Section 10.7 9.9 shall limit (i) Section 12.8 in any manner or (ii) any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any party’s breach of Section 8.6, any fraudulent, criminal or intentional misconduct or any other rights or remedies available under applicable Lawmisconduct.

Exclusive Remedies. The Subject to Section 5.02 and Section 8.11, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims based upon, arising out of, with respect to or by reason of from 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 X. Article VII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under applicable 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 Representatives arising under or based upon any applicable Law, except pursuant to the indemnification provisions set forth in Article VI and this ARTICLE X. Article VII. Nothing in this Section 10.7 7.09 shall limit (i) Section 12.8 in any manner or (ii) any Person’s 's right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any party’s breach of Section 8.6, any 's fraudulent, criminal or intentional misconduct or any other rights or remedies available under applicable Lawmisconduct.

Exclusive Remedies. 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 based upon, arising out of, with respect to or by reason of from fraud, criminal activity 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 X. VIII. In furtherance of the foregoing, each party hereby waives, from and after Closing, to the fullest extent permitted under applicable 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 Representatives arising under or based upon any applicable Law, except pursuant to the indemnification provisions set forth in ARTICLE VII and this ARTICLE X. VIII. Nothing in this Section 10.7 8.09 shall limit (i) Section 12.8 in any manner or (ii) any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any party’s breach of Section 8.6, any fraudulent, criminal criminal, or intentional misconduct or any other rights or remedies available under applicable Lawmisconduct.

Exclusive Remedies. The Subject to Section 5.04 and Section 8.12, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims based upon, arising out of, with respect to or by reason of fraud, criminal activity or willful misconduct from 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 in any certificate delivered pursuant hereto or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this ARTICLE X. Article VI. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under applicable 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 in any certificate delivered pursuant hereto 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 such agreements, certificates or instruments or any applicable Law, except pursuant to the indemnification provisions set forth in this ARTICLE X. Article VI. Nothing in this Section 10.7 6.09 shall limit (i) Section 12.8 in any manner or (ii) any Person’s right to seek and obtain any equitable or other relief to which any Person shall be entitled or to seek any remedy against any Person on account of any party’s breach of Section 8.6, any fraudulent, criminal or intentional misconduct or any other rights or remedies available under applicable Lawfraud committed by such Person.

Exclusive Remedies. The Subject to Section 2.05 and Section 8.12, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims based upon, arising out of, from fraud (with respect to or by reason of fraudscienter), 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 X. VII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under applicable 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 Representatives arising under or based upon any applicable Law, except pursuant to the indemnification provisions set forth in ARTICLE VI and this ARTICLE X. VII. Nothing in this Section 10.7 7.10 shall limit (i) Section 12.8 in any manner or (ii) any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any party’s breach of Section 8.6, any fraudulent, criminal or intentional misconduct or any other rights or remedies available under applicable Lawmisconduct.

Exclusive Remedies. 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 based upon, arising out of, with respect to or by reason of 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 X. Article VIII, in each case other than in the event of Fraud by a party hereto in connection with the transactions contemplated by this Agreement, in which case the other parties may pursue claims for Fraud only against the party that has committed such Fraud and not any other party. In furtherance of the foregoing, each party hereby waives, from and after Closing, to the fullest extent permitted under applicable 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 Representatives arising under or based upon any applicable Law, except pursuant to the indemnification provisions set forth in this ARTICLE X. Article VIII. Nothing in this Section 10.7 8.6 shall limit (i) Section 12.8 in any manner or (ii) any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any party’s breach of Section 8.6, any fraudulent, criminal or intentional misconduct or any other rights or remedies available under applicable Lawagainst a party that has committed Fraud.

Exclusive Remedies. The parties Subject to Section 10.12, the Parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims based upon, arising out of, with respect to or by reason of from fraud, intentional misrepresentation, willful misconduct or criminal activity or willful misconduct 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 Article VI and this ARTICLE X. Article VIII. In furtherance of the foregoing, each party Party hereby waives, to the fullest extent permitted under applicable 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 Parties and their Affiliates and each of their respective representatives Representatives arising under or based upon any applicable Law, except pursuant to the indemnification provisions set forth in Article VI and this ARTICLE X. Article VIII. Nothing in this Section 10.7 8.08 shall limit (i) Section 12.8 in any manner or (ii) any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any partyParty’s breach of Section 8.6fraud, any fraudulentintentional misrepresentation, criminal or intentional willful misconduct or any other rights or remedies available under applicable Lawcriminal activity.

Exclusive Remedies. The Subject to Section 5.7 and Section 11.11, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims based upon, arising out of, from fraud or criminal activity (except with respect to or by reason of fraudFederal Cannabis Laws), 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 X. VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under applicable 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 Representatives arising under or based upon any applicable Law, except pursuant to the indemnification theindemnification provisions set forth in ARTICLE VI and this ARTICLE X. VIII. Nothing in this Section 10.7 8.9 shall limit (i) Section 12.8 in any manner or (ii) any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any party’s breach of Section 8.6, any fraudulent, criminal or intentional misconduct or any other rights or remedies available under applicable Lawmisconduct.