Common use of Remedies Exclusive Clause in Contracts

Remedies Exclusive. All representations and warranties set forth in this Agreement are contractual in nature only and subject to the sole and exclusive remedies set forth herein. Except as contemplated by Section 1.5 and except in the case of fraud or willful and intentional misrepresentation (“Fraud”; it being understood that any party alleging Fraud shall bear the burden of proving the existence of Fraud), the remedies provided in this ARTICLE VII shall be the sole and exclusive remedies of the Buyer Indemnified Parties and Seller Indemnified Parties and their heirs, successors and permitted assigns after the Closing with respect to this Agreement and the Transactions including any breach or non-performance of any representation, warranty, covenant or agreement contained herein. No Buyer Indemnified Party or Seller Indemnified Party shall bring any claim with respect to this Agreement or the Transactions, whether in contract, tort or otherwise, other than (a) a claim of Fraud against the party that committed such Fraud, (b) as contemplated by Sections 1.5 or 9.5, (c) an indemnification claim made by the Buyer on behalf of the Buyer Indemnified Parties in accordance with Section 7.2, or (d) an indemnification claim made by the Seller on behalf of the Seller Indemnified Parties in accordance with Section 7.3. The provisions of this ARTICLE VII constitute an integral part of the consideration given to the Seller pursuant to this Agreement and were specifically bargained for and reflected in the total amount of the Purchase Price payable to the Seller in connection with the Transactions. No Person that is not a party hereto shall have any liability for (i) any obligations or liabilities of the parties under this Agreement or (ii) any claim, whether in contract, tort or otherwise (to the extent valid under applicable law), based on, in respect of, or by reason of, this Agreement or the Transactions, or in respect of any representations made or alleged to be made in connection therewith.

Remedies Exclusive. All (a) Buyer hereby acknowledges and agrees that prior to the Closing, Buyer shall have no right or remedy to take any action in respect of, and the Company and the Stockholders shall have no liability to Buyer in respect of, any breach by the Company or the Stockholders of any of their respective representations or warranties contained herein or a material failure to comply with any of their covenants, conditions or agreements contained herein, except (i) to terminate this Agreement pursuant to Section 9.1 hereof, in which event, the Company and warranties set forth the Stockholders shall thereupon have no obligation or liability to Buyer other than as provided in Section 9.2 or (ii) seek specific performance or injunctive relief. (b) From and after the Closing, the rights of the Buyer and Buyer Indemnified Parties to indemnification relating to this Agreement or the transactions contemplated hereby shall be strictly limited to those contained in this Agreement are contractual in nature only Article VIII, and subject to the sole and exclusive remedies set forth herein. Except as contemplated by Section 1.5 and except in the case of fraud or willful and intentional misrepresentation (“Fraud”; it being understood that any party alleging Fraud shall bear the burden of proving the existence of Fraud), the remedies provided in this ARTICLE VII such indemnification rights shall be the sole and exclusive remedies of the Buyer and Buyer Indemnified Parties and Seller Indemnified Parties and their heirs, successors and permitted assigns after subsequent to the Closing Date with respect to this Agreement and the Transactions including any breach or non-performance of matter in any representation, warranty, covenant or agreement contained herein. No Buyer Indemnified Party or Seller Indemnified Party shall bring any claim with respect way relating to this Agreement or the Transactionstransactions contemplated hereby. To the maximum extent permitted by law, the parties hereby waive all other rights and remedies with respect to any matter in any way relating to this Agreement or arising in connection herewith, whether in contractunder any laws (including any right or remedy under the Resource Conservation and Recovery Act, tort 42 U.S.C. Section 6901 et seq., the Comprehensive Environmental Response Compensation and Liability Act, 42 U.S.C. Section 9602 et seq., or any other Environmental Law), at common law or otherwise. From and after the Closing, other than (a) a claim of Fraud against the party that committed such Fraudexcept as provided in this Article VIII, (b) as contemplated by Sections 1.5 no claim, action or 9.5, (c) an indemnification claim made remedy shall be brought or maintained by the Buyer on behalf of the or Buyer Indemnified Parties in accordance with Section 7.2against the Company, the Stockholders or the Stockholder Representative, and no recourse shall be brought or granted against any of them, by virtue of or based upon any alleged misstatement or omission respecting any inaccuracy in, or (d) an indemnification claim made by the Seller on behalf any breach of, any of the Seller Indemnified Parties in accordance with Section 7.3. The provisions of this ARTICLE VII constitute an integral part representations, warranties or covenants of the consideration given to Company, the Seller pursuant to this Agreement and were specifically bargained for and reflected in the total amount of the Purchase Price payable to the Seller in connection with the Transactions. No Person that is not a party hereto shall have any liability for (i) any obligations or liabilities of the parties under this Agreement or (ii) any claim, whether in contract, tort or otherwise (to the extent valid under applicable law), based on, in respect of, or by reason of, this Agreement Stockholders or the Transactions, Stockholder Representative set forth or contained in respect of any representations made or alleged to be made in connection therewiththis Agreement.

Remedies Exclusive. All representations Following the Closing, with the exception of (a) the matters covered by Section 3.5 and warranties Section 6.9 and the reimbursement obligations set forth in Section 2.8, Section 2.9, Section 3.4, Section 6.3(c), Section 6.6(c), Section 6.7(s), Section 6.8, Section 6.15, Section 6.16 and Section 10.3(c) and (b) remedies awarded by a court of competent jurisdiction based on a judgment that Sphinx or Arion committed actual and intentional common law fraud with scienter, the indemnification rights and associated time limits set forth in this Agreement are contractual in nature only and subject to Article 9 shall constitute the sole and exclusive remedies set forth herein. Except as contemplated by Section 1.5 remedy for money damages and except in the case of fraud or willful and intentional misrepresentation (“Fraud”; it being understood that any party alleging Fraud shall bear the burden of proving the existence of Fraud), the remedies provided in this ARTICLE VII shall be in lieu of any other remedies for money damages that may be available to the sole and exclusive remedies of the Buyer Indemnified Parties and Seller Indemnified Parties and their heirs, successors and permitted assigns after the Closing with respect under any other agreement or pursuant to this Agreement and the Transactions any statutory or common Law (including any breach or non-performance of any representation, warranty, covenant or agreement contained herein. No Buyer Indemnified Party or Seller Indemnified Party shall bring any claim with respect to this Agreement or the TransactionsEnvironmental Law), whether in contract, tort tort, equity or otherwise, with respect to any Losses, Liabilities or Proceedings (including legal, expert and consultant fees and expenses) of any kind or nature incurred directly or indirectly resulting from or arising out of, under or with respect to any of this Agreement (including certificates delivered pursuant to Article 7) or the Closing Transfer Documents or the transactions contemplated hereby or thereby (it being understood that nothing in this Section 9.5 shall affect the Parties’ rights to specific performance, injunctive relief or other similar non-monetary equitable remedies with respect to the covenants referred to in this Agreement to be performed before, at or after the Closing); for clarity, this Section 9.5 shall not limit the rights and remedies of the Parties under any of the other Transaction Documents (other than (a) a claim of Fraud against the party Closing Transfer Documents), provided that committed such FraudSection 9.2, (b) as contemplated by Sections 1.5 or 9.5, (c) an shall apply to any indemnification claim made by the Buyer on behalf rights available under any of the Buyer Indemnified Parties in accordance with other Transaction Documents and Section 7.2, or (d) an indemnification claim made by the Seller on behalf 6.9. Sphinx and Arion each hereby waive any provision of the Seller Indemnified Parties in accordance with Section 7.3. The provisions of this ARTICLE VII constitute an integral part of the consideration given to the Seller pursuant to this Agreement and were specifically bargained for and reflected in the total amount of the Purchase Price payable to the Seller in connection with the Transactions. No Person that is not a party hereto shall have any liability for (i) any obligations or liabilities of the parties under this Agreement or (ii) any claim, whether in contract, tort or otherwise (applicable Law to the extent valid under applicable law), based on, that it would limit or restrict the agreement contained in this Section 9.5. Sphinx and Arion hereby irrevocably waive any right of rescission with respect of, or by reason of, this Agreement or to the Transactions, or in respect of any representations made or alleged to be made in connection therewithtransactions contemplated hereby.

Remedies Exclusive. All representations (a) Parent and warranties Merger Sub hereby acknowledge and agree that, except as set forth in Section 11.2, prior to the Closing, Parent and Merger Sub shall have no right or remedy to take any action in respect of, and neither the Company nor any Securityholder shall have any liability to Parent or Merger Sub in respect of, any breach by the Company or any Securityholder of any representations or warranties contained herein or in any agreement delivered in connection herewith or any failure to comply with any of the covenants, agreements or conditions contained herein or in any side agreement, except (i) to terminate this Agreement are contractual pursuant to Section 11.1, in nature only which event, the Company and subject the Securityholders shall thereupon have no obligation or liability to Parent or Merger Sub whatsoever hereunder except as otherwise provided in Section 11.2 or (ii) to seek specific performance or injunctive relief pursuant to Section 13.13. (b) The Company hereby acknowledges and agrees that, except as set forth in Section 11.2, prior to the sole Closing, neither the Company nor any Securityholder shall have any right or remedy to take any action in respect of, and exclusive neither Parent or Merger Sub shall have any liability to the Company or any Securityholder in respect of, any breach by Parent or Merger Sub of any representations or warranties contained herein or in any agreement delivered in connection herewith or any failure to comply with any of the covenants, agreements or conditions contained herein or in any side agreement, except (i) to terminate this Agreement pursuant to Section 11.1, in which event, Parent or Merger Sub shall thereupon have no obligation or liability to the Company or any Securityholder whatsoever hereunder except as otherwise provided in Section 11.2 or (ii) to seek specific performance or injunctive relief pursuant to Section 13.13. (c) Except for equitable remedies pursuant to Section 13.13 and in the event of Actual Fraud (subject however in any event to equivalent limitations set forth herein. Except as contemplated by in Section 1.5 and except in the case of fraud or willful and intentional misrepresentation (“Fraud”; it being understood that any party alleging Fraud shall bear the burden of proving the existence of Fraud10.2(f)), from and after the remedies provided in Effective Time, the rights to indemnification under this ARTICLE VII Article X and the provisions of Section 3.5 shall be the sole and exclusive remedies remedy of the Buyer Parent Indemnified Parties and Seller Indemnified Parties and their heirsfor any Losses relating to, successors and permitted assigns after the Closing with respect to this Agreement and the Transactions including any breach resulting from or non-performance arising out of any representation, warranty, covenant or agreement contained herein. No Buyer Indemnified Party or Seller Indemnified Party shall bring any claim with respect to this Agreement or the Transactions, whether in contract, tort or otherwise, other than (a) a claim of Fraud against the party that committed such Fraud, (b) as contemplated by Sections 1.5 or 9.5, (c) an indemnification claim made by the Buyer on behalf of the Buyer Indemnified Parties in accordance with Section 7.2, or (d) an indemnification claim made by the Seller on behalf of the Seller Indemnified Parties in accordance with Section 7.3. The provisions of this ARTICLE VII constitute an integral part of the consideration given to the Seller pursuant to this Agreement and were specifically bargained for and reflected in the total amount of the Purchase Price payable to the Seller in connection with the Transactions. No Person that is not a party hereto shall have any liability for (i) any obligations or liabilities of the parties under this Agreement or (ii) any claim, whether in contract, tort or otherwise (to the extent valid under applicable law), based on, in respect of, or by reason of, this Agreement or the Transactions, or in respect of any representations made or alleged to be made in connection therewithMerger.

Remedies Exclusive. All representations and warranties set forth in this Agreement or in any certificate or instrument delivered by or on behalf of the Company pursuant to this Agreement are contractual in nature only and subject to the sole and exclusive remedies set forth herein. Except as contemplated by Section 1.5 and except in the case of fraud or willful and intentional misrepresentation (“Fraud”; it being understood that any party alleging Fraud shall bear the burden of proving the existence of Fraud), the The remedies provided in this ARTICLE VII 8 shall be the sole and exclusive remedies of the Buyer Indemnified Parties Purchaser Indemnitees and Seller Indemnified Parties the Securityholder Indemnitees and their heirs, successors and permitted assigns after the Closing with respect to this Agreement and the Transactions including any breach or non-performance inaccuracy of any representation, warranty, representation or warranty or violation of any covenant or agreement contained hereinherein or in any certificate or instrument delivered pursuant to this Agreement. No Buyer Indemnified Party Following the Closing, no Purchaser Indemnitee or Seller Indemnified Party Securityholder Indemnitee shall bring any claim with respect to this Agreement Agreement, any certificate or instrument delivered hereunder, or the Transactions, whether in contract, tort or otherwise, other than (a) a claim as part of Fraud against the party that committed such Fraudprocess contemplated by Section 2.08, (b) as part of the process contemplated by Sections 1.5 or 9.5Section 2.09, (c) an indemnification a claim made by the Buyer Purchaser on behalf of the Buyer Indemnified Parties Purchaser Indemnitees in accordance with Section 7.28.02, or (d) an indemnification a claim made by the Seller Securityholder Representative on behalf of the Seller Indemnified Parties Securityholder Indemnitees in accordance with Section 7.38.03; provided, that any party may seek equitable relief, including the remedies of specific performance and injunction in accordance with Section 10.12. The provisions of this ARTICLE VII 8 constitute an integral part of the consideration given to the Seller Company Securityholders pursuant to this Agreement and were specifically bargained for and reflected in the total amount of the Purchase Price payable to the Seller in connection with the Transactions. No Person The Purchaser Indemnitees acknowledge and agree that is not a party hereto shall the foregoing provisions of this ARTICLE 8 have any liability for (i) any obligations or liabilities of full force and effect, notwithstanding that the parties under this Agreement or (ii) any claim, whether in contract, tort or otherwise (to the extent valid under applicable law), based on, in respect ofPurchaser Indemnitees, or by reason of, this Agreement or anyone else to whom the TransactionsR&W Insurance Policy extends protection are, or in respect of may be, unable for any representations made reason to pursue or alleged to be made in connection therewithobtain a recovery under the R&W Insurance Policy.

Remedies Exclusive. All (a) Buyer hereby acknowledges and agrees that prior to the Closing, Buyer shall have no right or remedy to take any action in respect of, and the Seller Parties shall have no liability to Buyer in respect of, any breach by the Seller Parties of any of their respective representations or warranties contained herein or a failure to comply with any of their covenants, conditions or agreements contained herein, except (i) to terminate this Agreement pursuant to Section 8.1 hereof, or (ii) seek specific performance or injunctive relief. (b) The Seller Parties hereby acknowledges and agrees that prior to the Closing, the Seller Parties shall have no right or remedy to take any action in respect of, and Buyer shall have no liability to the Seller Parties in respect of, any breach by Buyer of any of their respective representations or warranties contained herein or a failure to comply with any of their covenants, conditions or agreements contained herein, except to terminate this Agreement pursuant to Section 8.1 hereof. (c) From and after the Closing, the rights of the parties to indemnification relating to this Agreement or the transactions contemplated hereby shall be strictly limited to those contained in this Article VII or explicitly set forth elsewhere in this Agreement are contractual in nature only and subject to the sole and exclusive remedies set forth herein. Except as contemplated by Section 1.5 and except in the case of fraud or willful and intentional misrepresentation (“Fraud”; it being understood that any party alleging Fraud shall bear the burden of proving the existence of Fraud)Agreement, the remedies provided in this ARTICLE VII such indemnification rights shall be the sole and exclusive remedies of the Buyer Indemnified parties and the Seller Parties and Seller Indemnified Parties and their heirs, successors and permitted assigns after subsequent to the Closing Date with respect to this Agreement and the Transactions including any breach or non-performance of matter in any representation, warranty, covenant or agreement contained herein. No Buyer Indemnified Party or Seller Indemnified Party shall bring any claim with respect way relating to this Agreement or the Transactions, whether arising in contract, tort or otherwise, connection herewith other than (a) a claim of Fraud against specific performance and injunctive relief. To the party that committed such Fraudmaximum extent permitted by law, (b) as contemplated by Sections 1.5 or 9.5, (c) an indemnification claim made by the Buyer on behalf of the Buyer Indemnified Parties parties hereby waive all other rights and remedies with respect to any matter in accordance with Section 7.2, or (d) an indemnification claim made by the Seller on behalf of the Seller Indemnified Parties in accordance with Section 7.3. The provisions of this ARTICLE VII constitute an integral part of the consideration given to the Seller pursuant any way relating to this Agreement or arising in connection herewith, whether under any laws (including any right or remedy under the Resource Conservation and were specifically bargained for Recovery Act, 42 U.S.C. Section 6901 et seq., the Comprehensive Environmental Response Compensation and reflected Liability Act, 42 U.S.C. Section 9602 et seq., or any other Environmental Law), at common law or otherwise. Except as provided in the total amount this Agreement, no claim, action or remedy shall be brought or maintained by any party against any other party, and no recourse shall be brought or granted against any of them, by virtue of or based upon any alleged misstatement or omission respecting an inaccuracy in or breach of any of the Purchase Price payable to the Seller in connection with the Transactions. No Person that is not a party hereto shall have representations, warranties or covenants of any liability for (i) any obligations or liabilities of the parties under hereto set forth or contained in this Agreement or (ii) any claimAgreement, whether in contract, tort or otherwise (except to the extent valid under applicable law), based onthat the same shall have been the result of fraud in the inducement by any party hereto. Notwithstanding anything in this Agreement, in respect of, no event shall any limit or by reason of, restriction on any rights or remedies set forth in this Agreement limit or restrict the Transactions, rights or in respect remedies of any representations made or alleged to be made in connection therewithparty for fraud by any other party hereto.

Remedies Exclusive. All representations and warranties set forth in this Agreement are contractual in nature only and subject to the sole and exclusive remedies set forth herein. Except as contemplated by Section 1.5 and except in the case of fraud or intentional or willful misrepresentation, and intentional misrepresentation (“Fraud”; it being understood that except as provided in Section 1.2(d)(iv) or other equitable remedies expressly provided in this Agreement or in any party alleging Fraud shall bear of the burden of proving the existence of Fraud)Ancillary Agreements, the remedies provided in this ARTICLE VII Article VI shall be the sole and exclusive remedies of the Buyer Indemnified Parties Indemnitees, Parent and Seller Indemnified Parties and their heirs, successors and permitted assigns after the Closing in connection with respect to the transactions contemplated by this Agreement and the Transactions Agreement, including any breach or non-performance of any representation or warranty contained herein. For the avoidance of doubt, this Article VI shall not provide indemnification, or limits to indemnification, for any losses or damages arising from any beach of any representation, warranty, covenant or agreement other term contained hereinin the Transition Services Agreement, and Article 8 of the Transition Services Agreement shall not provide indemnification, or limits to indemnification, for any losses or damages arising from any beach of any representation, warranty, covenant or other term contained in this Agreement. No Except in the case of fraud or intentional or willful misrepresentation, after the Closing, none of the Buyer Indemnified Party Indemnitees, Parent, or Seller Indemnified Party shall bring may commence any claim suit, action or proceeding against the other party with respect to the subject matter of this Agreement or the TransactionsAgreement, whether in contract, tort or otherwise, other than (a) a claim of Fraud against the party that committed such Fraud, (b) as contemplated by Sections 1.5 or 9.5, (c) an indemnification claim made by except to enforce the Buyer on behalf Indemnitees’, Parent’s or Seller’ express rights under this Article VI, or by Parent or Seller to recover or release Escrowed Funds. Notwithstanding the foregoing, the parties hereto agree that irreparable damage would occur and that the parties would not have any adequate remedy at law in the event any provision of the Buyer Indemnified Parties this Agreement was not performed in accordance with Section 7.2the specific terms hereof or were otherwise breached, and either party may seek to specifically enforce any covenant contained herein. It is accordingly agreed that the parties hereto shall be entitled (in addition to any other remedies available to them) to the remedies of specific performance (which shall include the right to obtain an order compelling a party’s counterparty hereto to close the transactions contemplated by this Agreement) and injunctive relief (without bond or (dother security being required and without the necessity of proving the inadequacy of money damages) an indemnification claim made by to prevent breaches or threatened breaches of this Agreement and to enforce specifically the Seller on behalf of the Seller Indemnified Parties in accordance with Section 7.3. The terms and provisions of this ARTICLE VII constitute an integral part Agreement, this being in addition to any other remedy to which they are entitled at law or in equity. For the avoidance of doubt, the consideration given to the Seller pursuant to this Agreement and were specifically bargained for and reflected in the total amount of the Purchase Price payable to the Seller in connection with the Transactions. No Person parties hereto agree that is not a nothing herein shall prevent any party hereto shall have from bringing a suit, action or proceeding for fraud or intentional or willful misrepresentation against any liability for (i) any obligations or liabilities of the parties under this Agreement or (ii) any claim, whether in contract, tort or otherwise (to the extent valid under applicable law), based on, in respect of, or by reason of, this Agreement or the Transactions, or in respect of any representations made or alleged to be made in connection therewithother party hereto.

Remedies Exclusive. All representations and warranties set forth in this Agreement are contractual in nature only and subject Subject to the sole and exclusive remedies set forth herein. Except as contemplated by Section 1.5 and except in proviso below, after the case of fraud or willful and intentional misrepresentation (“Fraud”; it being understood that any party alleging Fraud shall bear the burden of proving the existence of Fraud)Closing, the remedies provided in this ARTICLE VII shall be Article XI are the sole and exclusive remedies available to a Party for any and all Losses resulting from the Transaction, the Projects, or any claim arising in connection with this Agreement by another Party (except that the foregoing shall in no way limit any rights or remedies of a Party under or pursuant to the Buyer Indemnified Parties Indemnity Escrow Agreement, Assignment Agreement or the Transition Services Agreement) except for the remedies of specific performance, injunction and Seller Indemnified Parties other equitable relief; provided, however, that no Party shall be deemed to have waived any rights, claims, defenses, causes of action or remedies in instances of Fraud. From and their heirs, successors and permitted assigns after the Closing Closing, notwithstanding anything to the contrary in this Agreement and except in instances of Fraud, (i) the indemnification provisions set forth in Section 11.01(a)(viii) and the reimbursement rights of Purchaser set forth in Section 6.15(a) constitute Purchaser's sole remedy with respect to this Agreement Losses that constitute Specified Environmental Remediation Costs (it being understood that Purchaser shall not also be entitled to assert a claim for such Specified Environmental Remediation Costs as a result of a breach of the representations or warranties set forth in Section 4.15) and (ii) the Transactions including any breach or non-performance of any representation, warranty, covenant or agreement contained herein. No Buyer Indemnified Party or Seller Indemnified Party shall bring any claim indemnification provisions set forth in Section 11.01(a)(ix) with respect to this Agreement or those matters described on Schedule 11.02(a)(ix) shall constitute Purchaser's sole remedy with respect to Losses arising from the Transactionsmatters specifically described on Schedule 11.02(a)(ix) (it being understood, whether in contracthowever, tort or otherwise, other than (a) a claim of Fraud against the party that committed such Fraud, (b) as contemplated by Sections 1.5 or 9.5, (c) an indemnification claim made by the Buyer on behalf of the Buyer Indemnified Parties in accordance with Section 7.2, or (d) an indemnification claim made by the Seller on behalf of the Seller Indemnified Parties in accordance with Section 7.3. The provisions of this ARTICLE VII constitute an integral part of the consideration given to the Seller pursuant to this Agreement and were specifically bargained for and reflected in the total amount of the Purchase Price payable to the Seller in connection with the Transactions. No Person that is not a party hereto shall have any liability for (i) any obligations or liabilities of the parties under this Agreement or (ii) any claim, whether in contract, tort or otherwise (to the extent valid under applicable law), based on, that Purchaser incurs other Losses related to any of the projects referenced on Schedule 11.02(a)(ix) as a result of a breach of a representation and warranty or otherwise but such Losses are not Losses arising from the specific matters described on Schedule 11.02(a)(ix) the Purchaser shall have the remedies otherwise described in respect of, or by reason of, this Agreement or the Transactions, or in with respect of any representations made or alleged to be made in connection therewithsuch other Losses).

Remedies Exclusive. All representations and warranties set forth in this Agreement are contractual in nature only and subject to the sole and exclusive remedies set forth herein. Except as contemplated by Section 1.5 Subject to Sections 6.1(e)(v) and except in the case of fraud or willful and intentional misrepresentation (“Fraud”; it being understood that any party alleging Fraud shall bear the burden of proving the existence of Fraud)7.6, the remedies provided in this ARTICLE VII Article 6 shall be the sole and exclusive remedies of the Buyer Indemnified Parties and Seller Indemnified Parties Persons and their heirs, successors and permitted assigns after the Closing Date with respect to this Agreement and the Transactions including transactions contemplated by this Agreement including, without limitation, any breach or non-performance of any representation, warranty, covenant or agreement contained herein. No Buyer Indemnified Party or Seller Indemnified Party Following the Closing, no party shall bring any claim with respect to this Agreement or the Transactionstransactions contemplated hereby, whether in contract, tort or otherwise, other than (a) except to bring a claim of Fraud for (i) fraud or intentional and material criminal actions against the party that committed such Fraudfraud or intentional and material criminal action, as applicable, (bii) as contemplated by Sections 1.5 or 9.5, (c) an indemnification claim made by against the Buyer on behalf of the Buyer Indemnified Parties Members in accordance with Section 7.26.1(b) or Section 6.1(c), or (diii) an indemnification claim made by against the Seller on behalf of the Seller Indemnified Parties Purchaser in accordance with Section 7.36.1(d) or (iv) a claim for equitable relief in accordance with Section 7.6. The provisions of this ARTICLE VII Article 6 constitute an integral part of the consideration given to the Seller Members pursuant to this Agreement and were specifically bargained for and reflected in the total amount of the Purchase Price payable to the Seller Members pursuant to this Agreement. Subject to the foregoing, the sole and exclusive remedies for any breach of the terms and provisions of this Agreement (including any representations and warranties set forth herein, made in connection with herewith or as an inducement to enter into this Agreement) or any claim or cause of action otherwise arising out of or related to the Transactions. No Person sale of the Units shall be those remedies at law or in equity for breach of contract only (as such contractual remedies have been further limited or excluded pursuant to the express terms of this Agreement); and the parties hereby agree that is not a neither party hereto shall have any liability for remedies or causes of action (i) any obligations or liabilities of the parties under this Agreement or (ii) any claim, whether in contract, tort or otherwise (to the extent valid under applicable law), based on, in respect of, or by reason of, this Agreement or the Transactions, contract or in respect of tort) for any representations made statement, communication, disclosure, failure to disclose, representation or alleged to be made warranty not set forth in connection therewiththis Agreement.

Remedies Exclusive. All (a) Buyer hereby acknowledges and agrees that prior to the Closing, Buyer shall have no right or remedy to take any action in respect of, and Seller Parties shall have no liability to Buyer in respect of, any breach by Seller Parties of any of their respective representations or warranties contained herein or a failure to comply with any of their covenants, conditions or agreements contained herein, except (i) to terminate this Agreement pursuant to Section 8.1 hereof (and the recovery of the amounts pursuant to Section 8.2 hereof), or (ii) seek specific performance or injunctive relief. (b) The Seller Parties hereby acknowledges and agrees that prior to the Closing, Seller Parties shall have no right or remedy to take any action in respect of, and Buyer shall have no liability to Seller Parties in respect of, any breach by Buyer of any of their respective representations or warranties contained herein or a failure to comply with any of their covenants, conditions or agreements contained herein, except to terminate this Agreement pursuant to Section 8.1 hereof. (c) From and after the Closing, the rights of the parties to indemnification relating to this Agreement or the transactions contemplated hereby shall be strictly limited to those contained in this Article VII or explicitly set forth elsewhere in this Agreement are contractual in nature only and subject to the sole and exclusive remedies set forth herein. Except as contemplated by Section 1.5 and except in the case of fraud or willful and intentional misrepresentation (“Fraud”; it being understood that any party alleging Fraud shall bear the burden of proving the existence of Fraud)Agreement, the remedies provided in this ARTICLE VII such indemnification rights shall be the sole and exclusive remedies of the Buyer Indemnified Parties parties and Seller Indemnified Parties and their heirs, successors and permitted assigns after subsequent to the Closing Date with respect to this Agreement and the Transactions including any breach or non-performance of matter in any representation, warranty, covenant or agreement contained herein. No Buyer Indemnified Party or Seller Indemnified Party shall bring any claim with respect way relating to this Agreement or the Transactions, whether arising in contract, tort or otherwise, connection herewith other than (a) a claim of Fraud against specific performance and injunctive relief. To the party that committed such Fraudmaximum extent permitted by law, (b) as contemplated by Sections 1.5 or 9.5, (c) an indemnification claim made by the Buyer on behalf of the Buyer Indemnified Parties parties hereby waive all other rights and remedies with respect to any matter in accordance with Section 7.2, or (d) an indemnification claim made by the Seller on behalf of the Seller Indemnified Parties in accordance with Section 7.3. The provisions of this ARTICLE VII constitute an integral part of the consideration given to the Seller pursuant any way relating to this Agreement or arising in connection herewith, whether under any laws (including any right or remedy under the Resource Conservation and were specifically bargained for Recovery Act, 42 U.S.C. Section 6901 et seq., the Comprehensive Environmental Response Compensation and reflected Liability Act, 42 U.S.C. Section 9602 et seq., or any other environmental law), at common law or otherwise. Except as provided in the total amount this Agreement, no claim, action or remedy shall be brought or maintained by any party against any other party, and no recourse shall be brought or granted against any of them, by virtue of or based upon any alleged misstatement or omission respecting an inaccuracy in or breach of any of the Purchase Price payable to the Seller in connection with the Transactions. No Person that is not a party hereto shall have representations, warranties or covenants of any liability for (i) any obligations or liabilities of the parties under hereto set forth or contained in this Agreement or (ii) any claimAgreement, whether in contract, tort or otherwise (except to the extent valid under applicable law), based on, that the same shall have been the result of fraud in respect of, or the inducement by reason of, this Agreement or the Transactions, or in respect of any representations made or alleged to be made in connection therewithparty hereto.

Remedies Exclusive. All representations Following the Closing, with the exception of (a) the matters covered by Section 3.5, Section 3.6 and warranties Section 6.8, and (b) remedies awarded by a court of competent jurisdiction based on a judgment that Seller or Buyer committed actual fraud with scienter, the indemnification rights and associated time and dollar liability limits set forth in this Article 9 shall constitute the sole and exclusive remedy for money damages and shall be in lieu of any other remedies for money damages that may be available to the Indemnified Parties pursuant to any statutory or common Law (including Environmental Law), whether in contract, tort, equity or otherwise, with respect to any Losses, Liabilities or Proceedings (including, without limitation, reasonable legal, expert and consultant fees and expenses) of any kind or nature incurred directly or indirectly resulting from or arising out of, under or with respect to any of this Agreement (including certificates delivered pursuant to Article 7) or the Closing Transfer Documents or the transactions contemplated hereby or thereby (it being understood that nothing in this Section 9.5 or elsewhere in this Agreement shall affect the Parties’ rights to specific performance, injunctive relief or other similar non-monetary equitable remedies with respect to the covenants referred to in this Agreement to be performed at or after the Closing); for clarity, this Section 9.5 shall not limit the rights and remedies of the Parties under any of the other Signing Date Agreements (other than this Agreement) or the Transaction Documents (other than the Closing Transfer Documents), provided that Section 9.2(f), Section 9.2(g), Section 9.2(h) and Section 9.2(i) shall apply to any indemnification rights available under any of the other Signing Date Agreements and Section 6.8. Seller and Buyer each hereby waive any provision of any applicable Law to the extent that it would limit or restrict the agreement contained in this Section 9.5. Notwithstanding anything to the contrary set forth in this Agreement are contractual in nature only or any other Transaction Document, if the Closing occurs, then Buyer, on behalf of itself and subject its Subsidiaries (including, from and after the Closing (or Delayed Transfer Closing, as applicable, the Purchased Entities) and its and their respective successors and assigns, hereby acknowledges and agrees that Seller and its Subsidiaries shall have no Liability (and hereby releases to the sole fullest extent permitted by Law Seller and exclusive remedies its Subsidiaries of, from and against any and all actions, causes of action, claims, demands, damages, judgments, debts, dues and suits of every kind, nature and description whatsoever, in law or in equity, which such releasing Person ever had, now has or may in the future have on or by reason of any matter, cause or thing whatsoever) with respect to the Operational Separation Activities, other than the following: (x) for Buyer Losses otherwise indemnifiable under Section 9.1(a)(i) (and, for the avoidance of doubt, giving effect to the limitations set forth hereinin this Article 9 with respect to such indemnification obligations) arising out of or as a result of the failure of any representation or warranty of Seller set forth in Section 4.4, Section 4.9, Section 4.12 or Section 4.13 to be true and correct as of the Closing Date (or Delayed Transfer Closing, as applicable) (except to the extent expressly made as of an earlier date, in which case as of such earlier date) and (y) for Buyer Losses otherwise indemnifiable under Section 9.1(a)(ii) (and, for the avoidance of doubt, giving effect to the limitations set forth in this Article 9 with respect to such indemnification obligations) for any breach of the express provisions of Section 2.7(a) or the first and third paragraphs of Section 1 (Structural Separation), including the Step Plan, Section 2 (Facilities Separation) and Section 3 (Employee Separation) and any Defect Resolution Obligation, in each case of Schedule 2.7(a) of the Disclosure Letter (excluding, for the avoidance of doubt, all other sections (including, other than with respect to a Defect Resolution Obligation, Section 4 (ERP System and IT Infrastructure Separation)) of Schedule 2.7(a) of the Disclosure Letter) (the “Key Separation Obligations”); provided, that, in no event shall the foregoing limit (x) Seller’s obligations, or any Buyer Indemnified Party’s rights to indemnification, with respect to Excluded Liabilities or (y) Buyer’s rights to specific performance, injunctive relief or other similar non-monetary equitable remedies with respect to the Key Separation Obligations. Except as contemplated by Section 1.5 and except set forth in the case preceding sentence (and without limiting the rights of fraud or willful and intentional misrepresentation (“Fraud”; it being understood that any party alleging Fraud shall bear the burden of proving the existence of FraudBuyer described therein), Buyer acknowledges and agrees that the remedies provided in this ARTICLE VII shall be the sole Operational Separation Activities have been, and exclusive remedies of the Buyer Indemnified Parties and Seller Indemnified Parties and their heirswill be, successors and permitted assigns after the Closing with respect to this Agreement and the Transactions performed on an “as is” basis without any warranties, express or implied (including any breach implied warranties of merchantability, fitness for a particular purpose, title, enforceability or non-performance of any representation, warranty, covenant or agreement contained herein. No Buyer Indemnified Party or Seller Indemnified Party shall bring any claim with respect to this Agreement or the Transactions, whether in contract, tort or otherwise, other than (a) a claim of Fraud against the party that committed such Fraud, (b) as contemplated by Sections 1.5 or 9.5, (c) an indemnification claim made by the Buyer on behalf of the Buyer Indemnified Parties in accordance with Section 7.2, or (d) an indemnification claim made by the Seller on behalf of the Seller Indemnified Parties in accordance with Section 7.3. The provisions of this ARTICLE VII constitute an integral part of the consideration given to the Seller pursuant to this Agreement and were specifically bargained for and reflected in the total amount of the Purchase Price payable to the Seller in connection with the Transactions. No Person that is not a party hereto shall have any liability for (i) any obligations or liabilities of the parties under this Agreement or (ii) any claim, whether in contract, tort or otherwise (to the extent valid under applicable lawnoninfringement), based on, in respect of, or by reason of, this Agreement or the Transactions, or in respect of any representations made or alleged to be made in connection therewith.

Remedies Exclusive. All representations The parties agree that, except as otherwise expressly provided in Section 8.15, from and warranties set forth after the Closing the remedies provided for in this Agreement are contractual in nature only and subject to Article 8 shall constitute the sole and exclusive remedies set forth herein. Except as contemplated by Section 1.5 and except in the case of fraud or willful and intentional misrepresentation (“Fraud”; it being understood remedy for all Losses that any such party alleging Fraud shall bear the burden of proving the existence of Fraud), the remedies provided in this ARTICLE VII shall be the sole and exclusive remedies of the Buyer Indemnified Parties and Seller Indemnified Parties and their heirs, successors and permitted assigns after the Closing with respect to this Agreement and the Transactions including any breach may suffer or non-performance of any representation, warranty, covenant incur arising from or agreement contained herein. No Buyer Indemnified Party or Seller Indemnified Party shall bring any claim with respect relating to this Agreement or the Transactionstransactions contemplated hereby and the parties hereto hereby waive any other rights or remedies that may arise under any applicable Legal Requirements and any equitable remedies. No claim, whether in contractpursuant to statute, tort common law, at equity or otherwise, may be brought or maintained by any Parent Indemnified Person or their respective successors or permitted assigns against any present or former officer, director, manager, equityholder, employee, consultant, independent contractor or other agent or representative of APSLP or any of its Affiliates or any of their respective present or former officers, directors, managers, equityholders, employees, consultants, independent contractors or other agents or representatives (collectively, the “APSLP Related Persons”), and no recourse shall be sought or granted against any of such APSLP Related Persons, by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach of any of the representations, warranties or covenants of the Company set forth or contained in this Agreement or any schedule or exhibit hereto or any certificate delivered hereunder or otherwise with respect to the Transactions (including with respect to any environmental, health or safety matters), except to the extent such APSLP Related Person is GTCR Fund IX/A, L.P., GTCR Fund IX/B, L.P. or GTCR Co-Invest III, L.P., pursuant to and subject to the terms hereof and as set forth in the Limited Guaranty. Parent acknowledges and agrees that APSLP is a holding company that, following the Closing, will have no assets, other than (a) a claim of Fraud against the party that committed such Fraud, (b) as contemplated by Sections 1.5 this Agreement, that APSLP has no right to cause any assets to be contributed to it or 9.5the Company by any APSLP Related Person or any other Person and that no further funds or assets will be contributed to APSLP by any APSLP Related Person or any other Person, except (cfor the avoidance of doubt) an indemnification claim made the Merger Consideration paid by the Buyer on behalf of the Buyer Indemnified Parties Parent to APSLP in accordance with Section 7.2, or (d) an indemnification claim made by this Agreement in exchange for the Seller on behalf stock of the Seller Company held by APSLP. No claim, whether pursuant to statute, common law, at equity or otherwise, may be brought or maintained by any APSLP Indemnified Parties Person or their respective successors or permitted assigns against any present or former officer, director, manager, equityholder, employee, consultant, independent contractor or other agent or representative of Parent or the Merger Sub or any of their respective Affiliates or any of their respective present or former officers, directors, managers, equityholders, employees, consultants, independent contractors or other agents or representatives (collectively, the “Parent Related Persons”), and no recourse shall be sought or granted against any of such Persons, by virtue of or based upon any alleged misrepresentation or inaccuracy in accordance with Section 7.3. The provisions or breach of this ARTICLE VII constitute an integral part any of the consideration given to the Seller pursuant to this Agreement and were specifically bargained for and reflected in the total amount representations, warranties or covenants of the Purchase Price payable to Parent and the Seller Merger Sub set forth or contained in connection with the Transactions. No Person that is not a party hereto shall have any liability for (i) any obligations or liabilities of the parties under this Agreement or (ii) any claim, whether in contract, tort schedule or exhibit hereto or any certificate delivered hereunder or otherwise (with respect to the extent valid Transactions (including with respect to any environmental, health or safety matters). In no event shall any Parent Indemnified Person, APSLP Indemnified Person or any of their respective successors or permitted assigns be entitled to claim or seek any rescission of the transactions consummated under applicable law), based on, in respect of, or by reason of, this Agreement or the Transactions, or in respect of any representations made or alleged to be made in connection therewithAgreement.

Remedies Exclusive. All representations and warranties set forth in this Agreement are contractual in nature only and subject Prior to the sole and exclusive remedies set forth herein. Except as contemplated by Section 1.5 and except in the case of fraud or willful and intentional misrepresentation (“Fraud”; it being understood that any party alleging Fraud shall bear the burden of proving the existence of Fraud)Closing, the rights, remedies provided in this ARTICLE VII shall be the sole and exclusive remedies ------------------ obligations of the Buyer Indemnified Parties and Seller Indemnified Parties and their heirs, successors and permitted assigns after the Closing with respect to parties hereto under this Agreement and the Transactions including any breach or non-performance Documents set forth in Article XII hereof shall be deemed to be exclusive of any representationall other rights, warranty, covenant or agreement contained herein. No Buyer Indemnified Party or Seller Indemnified Party shall bring any claim with respect to this Agreement or the Transactions, whether in contract, tort or otherwise, other than (a) a claim of Fraud against the party that committed such Fraud, (b) as contemplated by Sections 1.5 or 9.5, (c) an indemnification claim made by the Buyer on behalf of the Buyer Indemnified Parties in accordance with Section 7.2, or (d) an indemnification claim made by the Seller on behalf of the Seller Indemnified Parties in accordance with Section 7.3. The provisions of this ARTICLE VII constitute an integral part of the consideration given to the Seller pursuant to remedies and obligations under this Agreement and were specifically bargained for the Documents that would otherwise be available to the parties hereto. After the Closing, the rights, remedies and reflected obligations under this Agreement and the Documents of the parties hereto set forth in Article XIII hereof shall be deemed to be exclusive of all other rights, remedies and obligations under this Agreement and the Documents that would otherwise be available to the parties hereto. Notwithstanding the foregoing, the parties agree that the Business and the transactions contemplated by this Agreement are unique and that remedies at law may be inadequate, and accordingly, the parties in addition to other remedies they may have, shall have the right to enforce the obligation of the other parties to consummate the Merger and the Devnet Merger and engage in the total amount transactions contemplated herein, by an action or actions for specific performance, injunction or other appropriate equitable remedies. The foregoing shall in no event limit or restrict the liability or obligation of the Purchase Price payable any party hereto in respect of any claim based upon fraud. In no event shall any officer, director, stockholder, member or affiliate of any party be subject to the Seller any liability in connection with the Transactions. No Person transactions contemplated hereby; provided, however, that is not a party hereto nothing in the foregoing shall have any liability for be deemed to (i) limit in any obligations way FiberNet's or liabilities Holdco's rights pursuant to Section 13.5 of the parties under this Agreement or (ii) notwithstanding the fact that FiberNet and the Managing Member are members of Devnet, limit in any claim, whether in contract, tort way (x) FiberNet's obligations and liabilities as a party to this Agreement or otherwise (y) the Managing Member's obligations and liabilities under this Agreement to the extent valid under applicable law)that, based onpursuant to Section 13.15, in respect of, or by reason of, the Managing Member has entered into this Agreement or the Transactions, or in respect of any representations made or alleged to be made in connection therewithAgreement.

Remedies Exclusive. All (a) Parent and Merger Subs hereby acknowledge and agree that prior to the Closing, Parent and Merger Subs shall have no right or remedy to take any action in respect of any breach by the Selling Companies or the Principal Stockholders, as applicable, of any representations or warranties contained herein or any failure to comply with any of the covenants, conditions or agreements contained herein, except (i) to terminate this Agreement pursuant to Section 13.1 hereof, in which event, the Selling Companies and warranties set forth the Principal Stockholders shall thereupon have no Liability to Parent or Merger Subs whatsoever hereunder, except as specifically provided in Section 13.2, (ii) to seek injunctive relief, (iii) any cause of action or liability for fraud, intentional misrepresentation or willful breach, and (iv) to waive any such breach or failure in connection with the Closing and immediately thereafter seek indemnification for such breach pursuant to Section 11.2. It is specifically understood and 105 agreed that any breach of the provisions of this Agreement, the Ancillary Agreements, or any other certificate, agreement or instrument executed and delivered pursuant to this Agreement by any Person subject hereto will result in irreparable injury to the other parties hereto, that the remedy at Law alone will be an inadequate remedy for such breach, and that, in addition to any other remedies which they may have, such other parties may enforce their respective rights by actions for specific performance (to the extent permitted by Law). (b) From and after the Closing, the rights of the Parent Indemnified Parties to recourse for, and indemnification relating to, breaches of representations, warranties, covenants or agreements in this Agreement are contractual in nature only and subject shall be limited to the sole and exclusive remedies set forth herein. Except as contemplated by Section 1.5 and except in the case of fraud or willful and intentional misrepresentation (“Fraud”; it being understood that any party alleging Fraud shall bear the burden of proving the existence of Fraud), the remedies provided those contained in this ARTICLE VII Article XI and in Article XII, and such recourse and indemnification rights shall be the sole and exclusive remedies of the Buyer Parent Indemnified Parties and Seller Indemnified Parties and their heirs, successors and permitted assigns after subsequent to the Closing Date with respect to this Agreement and the Transactions including any breach or non-performance of matter in any representation, warranty, covenant or agreement contained herein. No Buyer Indemnified Party or Seller Indemnified Party shall bring any claim with respect way relating to this Agreement or arising in connection herewith. No holder of shares of the Transactions, whether Selling Companies Stock shall have any right to contribution from the Selling Companies (except to the extent covered by any of the Selling Companies' insurance policies in contract, tort or otherwise, other than (aeffect immediately prior to Closing) a claim of Fraud against the party that committed such Fraud, (b) as contemplated by Sections 1.5 or 9.5, (c) an indemnification for any claim made by the Buyer on behalf of the Buyer Parent Indemnified Parties in accordance with Section 7.2, or (d) an indemnification claim made respect to any Loss claimed by the Seller on behalf of the Seller Parent Indemnified Parties in accordance with Section 7.3after the Fourth Effective Time. The provisions of this ARTICLE VII constitute an integral part of the consideration given Notwithstanding anything to the Seller pursuant to this Agreement and were specifically bargained for and reflected contrary herein, in the total amount event of any acts of fraud, intentional misrepresentation or willful breach, the Purchase Price payable to the Seller in connection with the Transactions. No Person that is not a party hereto parties shall have any liability for (i) any obligations or liabilities of the parties under this Agreement or (ii) any claim, whether in contract, tort or otherwise (to the extent valid under applicable law), based on, in respect of, or by reason of, this Agreement or the Transactions, all remedies available at Law or in equity (including for tort) with respect of any representations made to such fraud, intentional misrepresentation or alleged to be made in connection therewithwillful breach.

Remedies Exclusive. All (a) Buyer hereby acknowledges and agrees that prior to the Closing, Buyer shall have no right or remedy to take any action in respect of, and Seller, the Stockholders and the General Partner shall have no liability to Buyer in respect of, any breach by Seller, the Stockholders or the General Partner of any of their respective representations or warranties contained herein or a failure to comply with any of their covenants, conditions or agreements contained herein, except (i) to terminate this Agreement pursuant to Section 8.1 hereof, or (ii) seek specific performance or injunctive relief. (b) Seller hereby acknowledges and agrees that prior to the Closing, Seller shall have no right or remedy to take any action in respect of, and Buyer and the Acquisition Sub shall have no liability to Seller in respect of, any breach by Buyer or Acquisition Sub of any of their respective representations or warranties contained herein or a failure to comply with any of their covenants, conditions or agreements contained herein, except to terminate this Agreement pursuant to Section 8.1 hereof. (c) From and after the Closing, the rights of the parties to indemnification relating to this Agreement or the transactions contemplated hereby shall be strictly limited to those contained in this Article VII and the Put/Call Agreement, and, except as set forth in the last sentence of this Agreement are contractual in nature only and subject to the sole and exclusive remedies set forth herein. Except as contemplated by Section 1.5 and except in the case of fraud or willful and intentional misrepresentation (“Fraud”; it being understood that any party alleging Fraud shall bear the burden of proving the existence of Fraud7.5(c), the remedies provided in this ARTICLE VII such indemnification rights shall be the sole and exclusive remedies of the Buyer Indemnified Parties parties, the Stockholders and the Seller Indemnified Parties and their heirs, successors and permitted assigns after Representative subsequent to the Closing Date with respect to any matter in any way relating to this Agreement or arising in connection herewith other than specific performance and injunctive relief. To the maximum extent permitted by law, the parties, the Stockholders and the Seller Representative hereby waive all other rights and remedies with respect to any matter in any way relating to this Agreement or arising in connection herewith, whether under any laws (including any right or remedy under the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq., the Comprehensive Environmental Response Compensation and Liability Act, 42 U.S.C. Section 9602 et seq., or any other Environmental Law), at common law or otherwise. Except as provided in this Agreement and the Transactions Put/Call Agreement, no claim, action or remedy shall be brought or maintained by any party (including the Stockholders and the Seller Representative) against any other party, and no recourse shall be brought or granted against any of them, by virtue of or based upon any alleged misstatement or omission respecting an inaccuracy in or breach or non-performance of any representation, warranty, covenant or agreement contained herein. No Buyer Indemnified Party or Seller Indemnified Party shall bring any claim with respect to this Agreement or the Transactions, whether in contract, tort or otherwise, other than (a) a claim of Fraud against the party that committed such Fraud, (b) as contemplated by Sections 1.5 or 9.5, (c) an indemnification claim made by the Buyer on behalf of the Buyer Indemnified Parties in accordance with Section 7.2representations, warranties or (d) an indemnification claim made by the Seller on behalf covenants of the Seller Indemnified Parties in accordance with Section 7.3. The provisions of this ARTICLE VII constitute an integral part of the consideration given to the Seller pursuant to this Agreement and were specifically bargained for and reflected in the total amount of the Purchase Price payable to the Seller in connection with the Transactions. No Person that is not a party hereto shall have any liability for (i) any obligations or liabilities of the parties under hereto set forth or contained in this Agreement or (ii) any claimAgreement, whether in contract, tort or otherwise (except to the extent valid under applicable law), based on, that the same shall have been the result of fraud in respect of, or the inducement by reason of, this Agreement or the Transactions, or in respect of any representations made or alleged to be made in connection therewithparty hereto.

Remedies Exclusive. All (a) The Company, Xxxxxxx Capital and Xxxxxxx on one hand, and Parent and MergerCo, on the other hand, hereby acknowledge and agree that prior to the Closing, none of them shall have any right or remedy to take any action in respect of, and none of them shall have any liability to the other in respect of, any breach by the Company, Xxxxxxx Capital, Xxxxxxx, Parent or MergerCo, as applicable, of any representations or warranties contained herein or any failure to comply with any of the covenants, conditions or agreements contained herein, except (i) to terminate this Agreement pursuant to Section 10.1 hereof, in which event, no party shall thereupon have obligation or liability to the parties whatsoever hereunder (ii) to seek specific performance or injunctive relief and warranties set forth (iii) any cause of action or liability for fraud. (b) From and after the Closing, the rights of the parties to indemnification relating to this Agreement or the transactions contemplated hereby shall be strictly limited to those contained in this Agreement are contractual in nature only Article IX, and subject to the sole and exclusive remedies set forth herein. Except as contemplated by Section 1.5 and except in the case of fraud or willful and intentional misrepresentation (“Fraud”; it being understood that any party alleging Fraud shall bear the burden of proving the existence of Fraud), the remedies provided in this ARTICLE VII such indemnification rights shall be the sole and exclusive remedies of the Buyer Indemnified Parties and Seller Indemnified Parties and their heirs, successors and permitted assigns after parties subsequent to the Closing Date with respect to this Agreement and the Transactions including any breach or non-performance of matter in any representation, warranty, covenant or agreement contained herein. No Buyer Indemnified Party or Seller Indemnified Party shall bring any claim with respect way relating to this Agreement or arising in connection herewith. To the Transactionsmaximum extent permitted by law, whether the parties hereby waive all other rights and remedies with respect to any matter in contract, tort or otherwise, other than (a) a claim of Fraud against the party that committed such Fraud, (b) as contemplated by Sections 1.5 or 9.5, (c) an indemnification claim made by the Buyer on behalf of the Buyer Indemnified Parties in accordance with Section 7.2, or (d) an indemnification claim made by the Seller on behalf of the Seller Indemnified Parties in accordance with Section 7.3. The provisions of this ARTICLE VII constitute an integral part of the consideration given to the Seller pursuant any way relating to this Agreement or arising in connection herewith, whether under any laws at common law or otherwise. Except as provided in this Article IX, no claim, action or remedy shall be brought or maintained by any party against any other party, and were specifically bargained for and reflected no recourse shall be brought or granted against any of them, by virtue of or based upon any alleged misstatement or omission respecting an inaccuracy in the total amount or breach of any of the Purchase Price payable to the Seller in connection with the Transactions. No Person that is not a party hereto shall have representations, warranties or covenants of any liability for (i) any obligations or liabilities of the parties under hereto set forth or contained in this Agreement or (ii) any claimAgreement, whether in contract, tort or otherwise (except to the extent valid under applicable law)set forth in Section 11.11; provided, based onhowever, that, notwithstanding anything to the contrary in respect ofthis Agreement, no party waives any rights to pursue a claim for fraud or by reason of, this Agreement any remedy therefor or the Transactions, to seek specific performance for a breach of a covenant or in respect of any representations made or alleged agreement to be made in connection therewithperformed by it before or after the Effective Time.

Remedies Exclusive. All representations Following the Closing, with the exception of (a) the matters covered by Section 6.7, Section 6.9, Section 6.13 and warranties Section 11.8 and (b) remedies awarded by a court of competent jurisdiction based on a judgment that Seller or Buyer committed actual fraud with scienter, the indemnification rights and associated time limits set forth in this Agreement are contractual in nature only and subject to Article 9 shall constitute the sole and exclusive remedies set forth herein. Except as contemplated by Section 1.5 remedy for money damages and except in the case of fraud or willful and intentional misrepresentation (“Fraud”; it being understood that any party alleging Fraud shall bear the burden of proving the existence of Fraud), the remedies provided in this ARTICLE VII shall be in lieu of any other remedies for money damages that may be available to the sole and exclusive remedies of the Buyer Indemnified Parties and Seller Indemnified Parties and their heirs, successors and permitted assigns after the Closing with respect under any other agreement or pursuant to this Agreement and the Transactions any statutory or common Law (including any breach or non-performance of any representation, warranty, covenant or agreement contained herein. No Buyer Indemnified Party or Seller Indemnified Party shall bring any claim with respect to this Agreement or the TransactionsEnvironmental Law), whether in contract, tort tort, equity or otherwise, with respect to any Losses, Liabilities or Proceedings (including legal, expert and consultant fees and expenses) of any kind or nature incurred directly or indirectly resulting from or arising out of, under or with respect to any of this Agreement (including certificates delivered pursuant to Article 7) or the Closing Transfer Documents or the transactions contemplated hereby or thereby (it being understood that nothing in this Section 9.5 or elsewhere in this Agreement shall affect the Parties’ rights to specific performance, injunctive relief or other similar non-monetary equitable remedies with respect to the covenants referred to in this Agreement to be performed before, at or after the Closing); for clarity, this Section 9.5 shall not limit the rights and remedies of the Parties under the Transaction Documents (other than (a) a claim of Fraud against the party that committed such Fraud, (b) as contemplated by Sections 1.5 or 9.5, (c) an indemnification claim made by the Buyer on behalf of the Buyer Indemnified Parties in accordance with Section 7.2, or (d) an indemnification claim made by the Seller on behalf of the Seller Indemnified Parties in accordance with Section 7.3. The provisions of this ARTICLE VII constitute an integral part of the consideration given to the Seller pursuant to this Agreement and were specifically bargained for and reflected in the total amount Closing Transfer Documents); provided that Section 9.2(c)-(d) shall apply to any indemnification rights available under any of the Purchase Price payable to the other Transaction Documents, Section 6.7 and Section 6.9. Seller in connection with the Transactions. No Person that is not a party hereto shall have and Buyer each hereby waive any liability for (i) provision of any obligations or liabilities of the parties under this Agreement or (ii) any claim, whether in contract, tort or otherwise (applicable Law to the extent valid under applicable law), based on, that it would limit or restrict the agreement contained in this Section 9.5. Seller and Buyer hereby irrevocably waive any right of rescission with respect of, or by reason of, this Agreement or to the Transactions, or in respect of any representations made or alleged to be made in connection therewithtransactions contemplated hereby.