Common use of Exclusive Remedies Clause in Contracts

Exclusive Remedies. Except as provided below with respect to Section 6.03, the Parties acknowledge and agree that, from and after Closing, their sole and exclusive remedy with respect to any and all claims (other than Fraud Claims or claims arising from criminal activity on the part of a Party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement shall be pursuant to the indemnification provisions set forth in this Article VIII. In furtherance of the foregoing, each Party hereby waives, to the fullest extent permitted under Law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other Parties hereto and their Affiliates and each of their respective Representatives arising under or based upon any Law, except pursuant to the indemnification provisions set forth in this Article VIII. Nothing in this Section 8.08 shall limit any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled (including the enforcement of Section 6.03) or to seek any remedy on account of any Person’s criminal activity or fraud.

Exclusive Remedies. Except as provided below with respect Subject to Section 6.032.06, Section 6.07 and Section 10.11, the Parties parties acknowledge and agree that, from and after Closing, that their sole and exclusive remedy with respect to any and all claims (other than Fraud Claims or claims arising 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 Agreement, shall be pursuant to the indemnification provisions set forth in this Article ARTICLE VIII. In furtherance of the foregoing, each Party party hereby waives, to the fullest extent permitted under Law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other Parties parties hereto and their Affiliates and each of their respective Representatives arising under or based upon any Law, except pursuant to the indemnification provisions set forth in this Article ARTICLE VIII. Nothing in this Section 8.08 shall limit any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled (including the enforcement of Section 6.03) or to seek any remedy on account of any Personparty’s fraudulent, criminal activity or fraudintentional misconduct.

Exclusive Remedies. Except as provided below with respect Subject to Section 6.035.02 and Section 9.11 and the last sentence of Section 3.11, the Parties parties acknowledge and agree that, from and after Closing, that their sole and exclusive remedy with respect to any and all claims (other than Fraud Claims or claims arising from criminal activity fraud or intentional misrepresentation 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 Agreement, shall be pursuant to the indemnification provisions set forth in Article VI and this Article VIII. In furtherance of the foregoing, each Party party hereby waives, to the fullest extent permitted under Law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other Parties parties hereto and their Affiliates and each of their respective Representatives arising under or based upon any Law, except pursuant to the indemnification provisions set forth in Article VI and this Article VIII. Nothing in this Section 8.08 shall limit any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled (including the enforcement of Section 6.03) or to seek any remedy on account of any Person’s criminal activity fraud or fraudintentional misrepresentation.

Exclusive Remedies. Except as provided below with respect Subject to Section 6.032.06, Section 6.07 and Section 10.11, the Parties parties acknowledge and agree that, from and after Closing, that their sole and exclusive remedy with respect to any and all claims (other than Fraud Claims or claims arising 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 Agreement, shall be pursuant to the indemnification provisions set forth in this Article ARTICLE VIII. In furtherance of the foregoing, each Party party hereby waives, to the fullest extent permitted under Law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other Parties parties hereto and their Affiliates and each of their respective Representatives arising under or based upon any Law, except pursuant to the indemnification provisions set forth in this Article ARTICLE VIII. Nothing in this Section 8.08 8.09 shall limit any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled (including the enforcement of Section 6.03) or to seek any remedy on account of any Personparty’s fraudulent, criminal activity or fraudintentional misconduct.

Exclusive Remedies. Except as provided below with respect Subject to Section 6.032.7, Section 6.7, Section 6.8 or Section 10.8, the Parties acknowledge and agree that, from and after Closing, that their sole and exclusive remedy with respect to any and all claims (other than Fraud Claims or claims arising 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 Agreement, shall be pursuant to the indemnification provisions set forth in this Article VIII. In furtherance of the foregoing, each Party hereby waives, to the fullest extent permitted under Law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other Parties hereto and their Affiliates and each of their respective Representatives arising under or based upon any Law, except pursuant to the indemnification provisions set forth in this Article VIII. Nothing in this Section 8.08 8.9 shall limit any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled (including the enforcement of Section 6.03) or to seek any remedy on account of any PersonParty’s fraudulent, criminal activity or fraudintentional misconduct.

Exclusive Remedies. Except as provided below with respect Subject to Section 6.032.06, Section 6.06 and Section 10.12, the Parties parties acknowledge and agree that, from and after Closing, that their sole and exclusive remedy with respect to any and all claims (other than Fraud Claims or claims arising 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 Agreement, shall be pursuant to the indemnification provisions set forth in this Article ARTICLE VIII. In furtherance of the foregoing, each Party party hereby waives, to the fullest extent permitted under Law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other Parties parties hereto and their Affiliates and each of their respective Representatives arising under or based upon any Law, except pursuant to the indemnification provisions set forth in this Article ARTICLE VIII. Nothing in this Section 8.08 8.09 shall limit any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled (including the enforcement of Section 6.03) or to seek any remedy on account of any Personparty’s fraud, criminal activity or fraudwillful misconduct.

Exclusive Remedies. Except as provided below with respect Subject to Section 6.036.07, Section 6.09(c), Section 9.02 and Section 10.11, the Parties parties acknowledge and agree that, from and after Closing, that their sole and exclusive remedy with respect to any and all claims (other than Fraud Claims or claims arising 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 Agreement, shall be pursuant to the indemnification provisions set forth in this Article ARTICLE VIII. In furtherance of the foregoing, each Party party hereby waives, to the fullest extent permitted under Law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other Parties parties hereto and their Affiliates and each of their respective Representatives arising under or based upon any Law, except pursuant to the indemnification provisions set forth in this Article ARTICLE VIII. Nothing in this Section 8.08 8.10 shall limit any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled (including the enforcement of Section 6.03) or to seek any remedy on account of any Personparty’s fraudulent, criminal activity or fraudintentional misconduct.

Exclusive Remedies. Except as provided below with respect to Subject to, Section 6.035.06, Section 9.02(c), and the Dispute Resolutions Procedure, the Parties parties acknowledge and agree that, from and after Closing, that their sole and exclusive remedy with respect to any and all claims (other than Fraud Claims or claims arising 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 Agreement, shall be pursuant to the indemnification provisions set forth in this Article VIII. In furtherance of the foregoing, each Party party hereby waives, to the fullest extent permitted under Law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other Parties parties hereto and their Affiliates and each of their respective Representatives arising under or based upon any Law, except pursuant to the indemnification provisions set forth in this Article VIII. Nothing in this Section 8.08 shall limit any Person’s 's right to seek and obtain any equitable relief to which any Person shall be entitled (including the enforcement of Section 6.03) or to seek any remedy on account of any Person’s party's fraudulent, criminal activity or fraudintentional misconduct.

Exclusive Remedies. Except as provided below with respect Subject to Section 6.03Sections 5.07, 10.10 and 10.11, the Parties parties acknowledge and agree that, from and after Closing, that their sole and exclusive remedy with respect to any and all claims (other than Fraud Claims or claims arising from fraud, criminal activity or wilful 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 Agreement, shall be pursuant to the indemnification provisions set forth in Article VI and this Article VIII. In furtherance of the foregoing, each Party party hereby waives, to the fullest extent permitted under Law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other Parties parties hereto and their Affiliates and each of their respective Representatives arising under or based upon any Law, except pursuant to the indemnification provisions set forth in Article VI and this Article VIII. Nothing in this Section 8.08 8.11 shall limit any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled (including the enforcement of Section 6.03) or to seek any remedy on account of any Person’s fraudulent, criminal activity or fraudintentional misconduct.

Exclusive Remedies. Except as provided below with respect Subject to Section 6.036.07 and Section 10.11, the Parties parties acknowledge and agree that, that from and after Closing, Closing their sole and exclusive remedy with respect to any and all claims (other than Fraud Claims or claims arising 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 Agreement, shall be pursuant to the indemnification provisions set forth in this Article ARTICLE VIII. In furtherance of the foregoing, each Party party hereby waives, from and after Closing, to the fullest extent permitted under Law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other Parties parties hereto and their Affiliates and each of their respective Representatives arising under or based upon any Law, except pursuant to the indemnification provisions set forth in this Article ARTICLE VIII. Nothing in this Section 8.08 8.09 shall limit any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled (including the enforcement of Section 6.03) or to seek any remedy on account of any Personparty’s fraudulent, criminal activity or fraudintentional misconduct.

Exclusive Remedies. Except as provided below with respect Subject to Section 6.035.02 and Section 9.11, the Parties acknowledge and agree that, from and after Closing, that their sole and exclusive remedy with respect to any and all claims (other than Fraud Claims or claims arising 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 Agreement, shall be pursuant to the indemnification provisions set forth in Article VI and this Article VIII. In furtherance of the foregoing, each Party party hereby waives, to the fullest extent permitted under Law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other Parties hereto and their Affiliates and each of their respective Representatives arising under or based upon any Law, except pursuant to the indemnification provisions set forth in Article VI and this Article VIII. Nothing in this Section 8.08 8.09 shall limit any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled (including the enforcement of Section 6.03) or to seek any remedy on account of any Personparty’s criminal activity or fraudintentional fraud or misconduct.

Exclusive Remedies. Except as provided below with respect Subject to Section 6.032.07, Section 6.07 and Section 10.11, the Parties parties acknowledge and agree that, from and after Closing, that their sole and exclusive remedy with respect to any and all claims (other than Fraud Claims or claims arising 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 Agreement, shall be pursuant to the indemnification provisions set forth in this Article ARTICLE VIII. In furtherance of the foregoing, each Party party hereby waives, to the fullest extent permitted under Law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other Parties parties hereto and their Affiliates and each of their respective Representatives arising under or based upon any Law, except pursuant to the indemnification provisions set forth in this Article ARTICLE VIII. Nothing in this Section 8.08 shall limit any Person’s 's right to seek and obtain any equitable relief to which any Person shall be entitled (including the enforcement of Section 6.03) or to seek any remedy on account of any Person’s party's fraudulent, criminal activity or fraudintentional misconduct.

Exclusive Remedies. Except as provided below with respect Subject to Section 6.036.07 and Section 10.11, the Parties parties acknowledge and agree that, that from and after Closing, Closing their sole and exclusive remedy with respect to any and all claims (other than Fraud Claims or claims arising 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 Agreement, shall be pursuant to the indemnification provisions set forth in this Article ARTICLE VIII. In furtherance of the foregoing, each Party party hereby waives, from and after Closing, to the fullest extent permitted under Law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other Parties parties hereto and their Affiliates and each of their respective Representatives arising under or based upon any Law, except pursuant to the indemnification provisions set forth in this Article ARTICLE VIII. Nothing in this Section 8.08 8.06 shall limit any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled (including the enforcement of Section 6.03) or to seek any remedy on account of any Personparty’s fraudulent, criminal activity or fraudintentional misconduct.

Exclusive Remedies. Except as provided below with respect Subject to Section 6.036.06 and Section 11.10, the Parties parties acknowledge and agree that, from and after Closing, that their sole and exclusive remedy with respect to any and all claims (other than Fraud Claims or claims arising 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 Agreement, shall be pursuant to the indemnification provisions set forth in ARTICLE VII and this Article VIIIARTICLE IX. In furtherance of the foregoing, each Party party hereby waives, to the fullest extent permitted under Law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other Parties parties hereto and their Affiliates and each of their respective Representatives arising under or based upon any Law, except pursuant to the indemnification provisions set forth in ARTICLE VII and this Article VIIIARTICLE IX. Nothing in this Section 8.08 9.09 shall limit any Person’s 's right to seek and obtain any equitable relief to which any Person shall be entitled (including the enforcement of Section 6.03) or to seek any remedy on account of any Person’s party's fraudulent, criminal activity or fraudintentional misconduct.

Exclusive Remedies. Except as provided below with respect Subject to Section 6.035.06 and Section 10.11, the Parties parties acknowledge and agree that, from and after Closing, that their sole and exclusive remedy with respect to any and all claims (other than Fraud Claims or claims arising 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 Agreement, shall be pursuant to the indemnification provisions set forth in ARTICLE VI and this Article ARTICLE VIII. In furtherance of the foregoing, each Party party hereby waives, to the fullest extent permitted under Law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other Parties parties hereto and their Affiliates and each of their respective Representatives arising under or based upon any Law, except pursuant to the indemnification provisions set forth in ARTICLE VI and this Article ARTICLE VIII. Nothing in this Section 8.08 8.09 shall limit any Person’s 's right to seek and obtain any equitable relief to which any Person shall be entitled (including the enforcement of Section 6.03) or to seek any remedy on account of any Person’s party's fraudulent, criminal activity or fraudintentional misconduct.

Exclusive Remedies. Except as provided below with respect to for injunctive relief which may be available under Section 6.036.01 and Section 6.02, the Parties parties acknowledge and agree that, from and after Closing, that their sole and exclusive remedy with respect to any and all claims (other than Fraud Claims or claims arising 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 Agreement, shall be pursuant to the indemnification provisions set forth in this Article VIIIVII. In furtherance of the foregoing, each Party party hereby waives, to the fullest extent permitted under Law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other Parties parties hereto and their Affiliates and each of their respective Representatives arising under or based upon any Law, except pursuant to the indemnification provisions set forth in this Article VIIIVII. Nothing in this Section 8.08 shall limit 7.09 limits any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled (including the enforcement of Section 6.03) or to seek any remedy on account of any Personparty’s fraudulent, criminal activity or fraudintentional misconduct.

Exclusive Remedies. Except as provided below with respect Subject to Section 6.032.05, Section 11.01 and Section 11.12, the Parties parties acknowledge and agree that, from and after Closing, that their sole and exclusive remedy with respect to any and all claims (other than Fraud Claims or claims arising from criminal activity Fraud on the part of a Party party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement and the Ancillary Documents, shall be pursuant to the indemnification provisions set forth in this Article VIIIARTICLE IX. In furtherance of the foregoing, subject to Section 11.01, each Party party hereby waives, to the fullest extent permitted under Law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other Parties parties hereto and their Affiliates and each of their respective Representatives arising under or based upon any Law, except pursuant to the indemnification provisions set forth in this Article VIIIARTICLE IX. Nothing in this Section 8.08 9.10 shall limit any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled (including the enforcement of Section 6.03) or to seek any remedy on account of any Personparty’s criminal activity or fraudFraud.

Exclusive Remedies. Except as provided below with respect Subject to Section 6.038.12, the Parties acknowledge and agree that, from and after following the Closing, their sole and exclusive remedy with respect to any and all claims (other than Fraud Claims or claims arising from criminal activity on the part of a Party hereto fraud or willful misconduct in connection with the transactions contemplated by this AgreementAgreement or equitable remedies with respect to a breach of Sections 5.08 and 5.09) 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 VIIIVII. In furtherance of the foregoing, each Party hereby waives, to the fullest extent permitted under Law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other Parties hereto and their Affiliates and each of their respective Representatives arising under or based upon any Law, except pursuant to the indemnification provisions set forth in this Article VIIIVII. Nothing in this Section 8.08 7.07 shall limit any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled (including the enforcement of pursuant to Section 6.03) 8.12 or to seek any remedy on account of fraud or willful misconduct by any Person’s criminal activity or fraudParty hereto.

Exclusive Remedies. Except as provided below with respect Subject to Section 6.0310.11, the Parties acknowledge and agree that, from and after Closing, that their sole and exclusive remedy with respect to any and all claims (other than Fraud Claims or claims arising 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 Agreement, shall be pursuant to the indemnification provisions set forth in ARTICLE VI and this Article ARTICLE VIII. In furtherance of the foregoing, each Party hereby waives, to the fullest extent permitted under Law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other Parties hereto and their Affiliates and each of their respective Representatives arising under or based upon any Law, except pursuant to the indemnification provisions set forth in ARTICLE VI and this Article ARTICLE VIII. Nothing in this Section 8.08 8.05 shall limit any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled (including the enforcement of Section 6.03) or to seek any remedy on account of any PersonParty’s fraudulent, criminal activity or fraudintentional misconduct.

Exclusive Remedies. Except as provided below with respect Subject to Section 6.032.04(b), Section 5.04 and Section 9.11, the Parties parties acknowledge and agree that, from and after Closing, that their sole and exclusive remedy with respect to any and all claims (other than Fraud Claims or claims arising 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 Agreement, shall be pursuant to the indemnification provisions set forth in Article VI and this Article VIII. In furtherance of the foregoing, each Party party hereby waives, to the fullest extent permitted under Law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other Parties parties hereto and their Affiliates and each of their respective Representatives arising under or based upon any Law, except pursuant to the indemnification provisions set forth in Article VI and this Article VIII. Nothing in this Section 8.08 8.09 shall limit any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled (including the enforcement of Section 6.03) or to seek any remedy on account of any Personparty’s fraudulent, criminal activity or fraudintentional misconduct.

Exclusive Remedies. Except as provided below with respect Subject to Section 6.03ARTICLE VIII, the Parties parties acknowledge and agree that, that from and after Closing, the Closing their sole and exclusive remedy with respect to any and all claims (other than Fraud Claims or claims arising from criminal activity intentional fraud on the part of a Party party hereto or its representatives 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 VIIIARTICLE VII. In furtherance of the foregoing, each Party party hereby waives, from and after the Closing, to the fullest extent permitted under 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 parties hereto and their Affiliates and each of their respective Representatives arising under or based upon any Law, except pursuant to the indemnification provisions set forth in this Article VIIIARTICLE VII. Nothing in this Section 8.08 7.07 shall limit any Person’s right to seek and obtain any equitable relief to which any such Person shall be entitled (including the enforcement of Section 6.03) or to seek any remedy on account of any Person’s criminal activity intentional fraud by any party hereto or fraudits representatives.

Exclusive Remedies. Except as provided below with respect Subject to Section 6.035.02 and Section 9.12, the Parties parties acknowledge and agree that, from and after Closing, that their sole and exclusive remedy with respect to any and all claims (other than Fraud Claims or claims arising 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 Agreement, shall be pursuant to the indemnification provisions set forth in ARTICLE VI and this Article ARTICLE VIII. In furtherance of the foregoing, each Party party hereby waives, to the fullest extent permitted under Law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other Parties parties hereto and their Affiliates and each of their respective Representatives arising under or based upon any Law, except pursuant to the indemnification provisions set forth in ARTICLE VI and this Article ARTICLE VIII. Nothing in this Section 8.08 8.10 shall limit any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled (including the enforcement of Section 6.03) or to seek any remedy on account of any Personparty’s fraudulent, criminal activity or fraudintentional misconduct.

Exclusive Remedies. Except as provided below with respect Subject to Section 6.035.10 and Section 10.11, the Parties parties acknowledge and agree that, from and after Closing, that their sole and exclusive remedy with respect to any and all claims (other than Fraud Claims or claims arising 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 Agreement, shall be pursuant to the indemnification provisions set forth in ARTICLE VI and this Article ARTICLE VIII. In furtherance of the foregoing, each Party party hereby waives, to the fullest extent permitted under Law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other Parties parties hereto and their Affiliates and each of their respective Representatives arising under or based upon any Law, except pursuant to the indemnification provisions set forth in ARTICLE VI and this Article ARTICLE VIII. Nothing in this Section 8.08 shall limit any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled (including the enforcement of Section 6.03) or to seek any remedy on account of any Personparty’s fraudulent, criminal activity or fraudintentional misconduct.

Exclusive Remedies. Except as provided below with respect Subject to Section 6.035.06 and Section 10.12, the Parties parties acknowledge and agree that, from and after Closing, that their sole and exclusive remedy with respect to any and all claims (other than Fraud Claims or claims arising 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 Agreement, shall be pursuant to the indemnification provisions set forth in ARTICLE VI and this Article ARTICLE VIII. In furtherance of the foregoing, each Party party hereby waives, to the fullest extent permitted under Law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other Parties parties hereto and their Affiliates and each of their respective Representatives arising under or based upon any Law, except pursuant to the indemnification provisions set forth in ARTICLE VI and this Article ARTICLE VIII. Nothing in this Section 8.08 8.09 shall limit any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled (including the enforcement of Section 6.03) or to seek any remedy on account of any Personparty’s fraudulent, criminal activity or fraudintentional misconduct.

Exclusive Remedies. Except as provided below with respect Subject to [Section 6.032.06], Section 6.07 and Section 10.11, the Parties acknowledge and agree that, from and after Closing, that their sole and exclusive remedy with respect to any and all claims (other than Fraud Claims or claims arising 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 Agreement, shall be pursuant to the indemnification provisions set forth in this Article ARTICLE VIII. In furtherance of the foregoing, each Party hereby waives, to the fullest extent permitted under Law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other Parties parties hereto and their Affiliates and each of their respective Representatives arising under or based upon any Law, except pursuant to the indemnification provisions set forth in this Article ARTICLE VIII. Nothing in this Section 8.08 shall limit any Person’s 's right to seek and obtain any equitable relief to which any Person shall be entitled (including the enforcement of Section 6.03) or to seek any remedy on account of any Person’s Party's fraudulent, criminal activity or fraudintentional misconduct.

Exclusive Remedies. Except as provided below with respect Subject to Section 6.032.06, Section 6.03 and Section 10.11, the Parties parties acknowledge and agree that, from and after following the Closing, their sole and exclusive remedy with respect to any and all claims (other than Fraud Claims or claims arising 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 Agreement, shall be pursuant to the indemnification provisions set forth in this Article VIIIVII. In furtherance of the foregoing, each Party party hereby waives, to the fullest extent permitted under Law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other Parties parties hereto and their Affiliates and each of their respective Representatives arising under or based upon any Law, except pursuant to the indemnification provisions set forth in this Article VIIIVII. Nothing in this Section 8.08 7.09 shall limit any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled (including the enforcement of Section 6.03) or to seek any remedy on account of any Personparty’s fraudulent, criminal activity or fraudintentional misconduct.

Exclusive Remedies. Except as provided below with respect Subject to and except for Section 6.0310.11, the Parties parties acknowledge and agree that, that from and after Closing, Closing their sole and exclusive remedy with respect to any and all claims (other than Fraud Claims or claims arising from criminal activity fraud 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 Agreement, shall be pursuant to the indemnification provisions set forth in this Article VIII. In furtherance of the foregoing, except with respect to Section 8.11, each Party party hereby waives, from and after Closing, to the fullest extent permitted under Law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other Parties parties hereto and their Affiliates and each of their respective Representatives arising under or based upon any Law, except pursuant to the indemnification provisions set forth in this Article VIII. Nothing in this Section 8.08 8.8 shall limit any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled (including the enforcement of Section 6.03) or to seek any remedy on account of any Personparty’s criminal activity fraudulent or fraudintentional misconduct.

Exclusive Remedies. Except as provided below with respect Subject to Section 6.032.04, Section 7.03 and Section 8.11, the Parties parties acknowledge and agree that, from and after Closing, that their sole and exclusive remedy with respect to any and all claims (other than Fraud Claims or claims arising from fraud, criminal activity or willful misconduct on the part of a Party party hereto in connection with the transactions contemplated by this AgreementTransactions) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement Agreement, shall be pursuant to the indemnification provisions set forth in ARTICLE V and this Article VIIIARTICLE VI. In furtherance of the foregoing, each Party party hereby waives, to the fullest extent permitted under Law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other Parties parties hereto and their Affiliates and each of their respective Representatives arising under or based upon any Law, except pursuant to the indemnification provisions set forth in ARTICLE V and this Article VIIIARTICLE VI. Nothing in this Section 8.08 6.09 shall limit any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled (including the enforcement of Section 6.03) or to seek any remedy on account of any Personparty’s fraudulent, criminal activity or fraudintentional misconduct.

Exclusive Remedies. Except as provided below with respect to Section 6.03, the Parties The parties acknowledge and agree that, from and after Closing, their that the sole and exclusive remedy of any Purchaser Indemnitee with respect to any and all claims (other than Fraud Claims or claims arising from criminal activity intentional fraud on the part of a Party party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement Agreement, shall be pursuant to the indemnification provisions set forth in this Article VIIIXII. In furtherance of the foregoing, each Party the Purchaser on behalf of all Purchaser Indemnitee’s hereby waives, to the fullest extent permitted under Law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other Parties parties hereto and their Affiliates and each of their respective Representatives representatives arising under or based upon any Law, except pursuant to the indemnification provisions set forth in this Article VIIIXII. Nothing in this Section 8.08 11.8 shall limit any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled (including the enforcement of pursuant to Section 6.03) 14.16 or to seek any remedy on account of intentional fraud by any Person’s criminal activity or fraudparty hereto.

Exclusive Remedies. Except as provided below with respect Subject to Section 6.034.17 and Section 9.11, the Parties parties acknowledge and agree that, that from and after Closingthe Closing Date, their sole and exclusive remedy with respect to any and all claims (other than Fraud Claims or claims arising from criminal activity intentional fraud or intentional misrepresentation 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 Agreement, shall be pursuant to the indemnification provisions set forth in this Article VIIIVII. In furtherance of the foregoing, each Party party hereby waives, to the fullest extent permitted under Law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other Parties parties hereto and their Affiliates and each of their respective Representatives arising under or based upon any Law, except pursuant to the indemnification provisions set forth in this Article VIIIVII. Nothing in this Section 8.08 7.7 shall limit any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled (including the enforcement of pursuant to Section 6.03) 9.11 or to seek any remedy on account of intentional fraud by any Person’s criminal activity or fraudparty hereto.

Exclusive Remedies. Except as provided below with respect Subject to Section 6.03ARTICLE VII, the Parties parties acknowledge and agree that, that from and after Closing, the Closing their sole and exclusive remedy with respect to any and all claims (other than Fraud Claims or claims arising from criminal activity intentional fraud on the part of a Party party hereto or its representatives 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 VIIIARTICLE VI. In furtherance of the foregoing, each Party party hereby waives, from and after the Closing, to the fullest extent permitted under 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 parties hereto and their Affiliates and each of their respective Representatives arising under or based upon any Law, except pursuant to the indemnification provisions set forth in this Article VIIIARTICLE VI. Nothing in this Section 8.08 6.07 shall limit any Person’s right to seek and obtain any equitable relief to which any such Person shall be entitled (including the enforcement of Section 6.03) or to seek any remedy on account of any Person’s criminal activity intentional fraud by any party hereto or fraudits representatives.

Exclusive Remedies. Except as provided below with respect Subject to Section 6.035.07 and Section 10.11, the Parties parties acknowledge and agree that, from and after Closing, that their sole and exclusive remedy with respect to any and all claims (other than Fraud Claims or claims arising 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 Agreement, shall be pursuant to the indemnification provisions set forth in ARTICLE VI and this Article ARTICLE VIII. In furtherance of the foregoing, each Party party hereby waives, to the fullest extent permitted under Law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other Parties parties hereto and their Affiliates and each of their respective Representatives arising under or based upon any Law, except pursuant to the indemnification provisions set forth in ARTICLE VI and this Article ARTICLE VIII. Nothing in this Section 8.08 shall limit any Person’s 's right to seek and obtain any equitable relief to which any Person shall be entitled (including the enforcement of Section 6.03) or to seek any remedy on account of any Person’s party's fraudulent, criminal activity or fraudintentional misconduct.

Exclusive Remedies. Except as provided below with respect Subject to Section 6.037.6 and Section 12.13, the Parties parties acknowledge and agree that, from and after Closing, that their sole and exclusive remedy with respect to any and all claims (other than Fraud Claims or claims arising from criminal activity fraud 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 agreement, or obligation set forth herein or otherwise relating to the subject matter of this Agreement Agreement, shall be pursuant to the indemnification provisions set forth in Section 7.1 and this Article VIII11. In furtherance of the foregoing, each Party party hereby waives, to the fullest extent permitted under Lawapplicable Legal Requirements, 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 parties hereto and their Affiliates and each of their respective Representatives arising under or based upon any LawLegal Requirements, except pursuant to the indemnification provisions set forth in Section 7.1 and this Article VIII11. Nothing in this Section 8.08 11.8 shall limit any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled (including the enforcement of Section 6.03) or to seek any remedy on account of any Personparty’s criminal activity fraud or fraudintentional misconduct.

Exclusive Remedies. Except as provided below with respect Subject to Section 6.0310.11, the Parties parties acknowledge and agree that, from and after Closing, that their sole and exclusive remedy with respect to any and all claims (other than Fraud Claims or claims arising from fraud, criminal activity 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 agreement, or obligation set forth herein or otherwise relating to the subject matter of this Agreement Agreement, shall be pursuant to the indemnification provisions set forth in ARTICLE VI and this Article ARTICLE VIII. In furtherance of the foregoing, each Party party hereby waives, to the fullest extent permitted under 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 parties hereto and their Affiliates and each of their respective Representatives arising under or based upon any Law, except pursuant to the indemnification provisions set forth in ARTICLE VI and this Article ARTICLE VIII. Nothing in this Section 8.08 8.09 shall limit any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled (including the enforcement of Section 6.03) or to seek any remedy on account of any Personparty’s fraudulent, criminal activity or fraudintentional misconduct.

Exclusive Remedies. Except as provided below with respect Subject to Section 6.032.6, Section 6.3, Section 6.7, and Section 10.10, the Parties acknowledge and agree that, from and after Closing, that their sole and exclusive remedy with respect to any and all claims (other than Fraud Claims or claims arising 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 Agreement, shall be pursuant to the indemnification provisions set forth in this Article VIII. In furtherance of the foregoing, each Party hereby waives, to the fullest extent permitted under 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 arising under or based upon any Law, except pursuant to the indemnification provisions set forth in this Article VIII. Nothing in this Section 8.08 8.9 shall limit any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled (including the enforcement of Section 6.03) or to seek any remedy on account of any PersonParty’s fraudulent, criminal activity or fraudintentional misconduct.

Exclusive Remedies. Except as provided below with respect Subject to Section 6.032.04(b), Section 5.11 and Section 10.12, the Parties parties acknowledge and agree that, from and after Closing, that their sole and exclusive remedy with respect to any and all claims (other than Fraud Claims or claims arising 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 Agreement, shall be pursuant to the indemnification provisions set forth in Article VI and this Article VIII. In furtherance of the foregoing, each Party party hereby waives, to the fullest extent permitted under Law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other Parties parties hereto and their Affiliates and each of their respective Representatives arising under or based upon any Law, except pursuant to the indemnification provisions set forth in Article VI and this Article VIII. Nothing in this Section 8.08 8.09 shall limit any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled (including the enforcement of Section 6.03) or to seek any remedy on account of any Personparty’s fraudulent, criminal activity or fraudintentional misconduct.

Exclusive Remedies. Except as provided below with respect Subject to Section 6.031.04(b), Section 4.07 and Section 9.11, the Parties parties acknowledge and agree that, from and after Closing, that their sole and exclusive remedy with respect to any and all claims (other than Fraud Claims or claims arising from criminal activity fraud 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 Agreement, shall be pursuant to the indemnification provisions set forth in this Article VIIIARTICLE VII. In furtherance of the foregoing, each Party party hereby waives, to the fullest extent permitted under Law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other Parties parties hereto and their Affiliates and each of their respective Representatives arising under or based upon any Law, except pursuant to the indemnification provisions set forth in ARTICLE V and this Article VIIIARTICLE VII. Nothing in this Section 8.08 7.09 shall limit any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled (including the enforcement of Section 6.03) or to seek any remedy on account of any Personparty’s criminal activity fraudulent or fraudintentional misconduct.