Exclusive Remedy. Except with respect to Actions arising out of or relating to Fraud, each of the parties hereto expressly acknowledges and agrees that the indemnification provisions set forth in this ARTICLE VIII shall be the sole and exclusive remedy of the Parties with respect to any breaches of the representations, warranties, covenants, or agreements set forth in this Agreement or any of the certificates and instruments to be executed or delivered in connection with or pursuant to this Agreement. Nothing in this Section 8.8 shall limit any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any party’s Fraud.

Section # Exclusive Remedy. ExceptRemedies. Subject to Section 10.11, the parties acknowledge and agree that their sole and exclusive remedy with respect to Actionsany and all claims (other than claims arising outfrom 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 Fraud, eachthe subject matter of the parties hereto expressly acknowledges and agrees thatthis Agreement, shall be pursuant to the indemnification provisions set forth in Article VI and this ARTICLE VIII shall be the sole and exclusive remedyArticle VIII. In furtherance of the Parties with respectforegoing, each party hereby waives, to the fullest extent permitted under Law, any breachesand 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 representations, warranties, covenants,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 agreementsbased upon any Law, except pursuant to the indemnification provisions set forth in Article VI and this Agreement or any of the certificates and instruments to be executed or delivered in connection with or pursuant to this Agreement.Article VIII. Nothing in this Section 8.807 shall limit any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any party’s Fraud.fraudulent, criminal, or intentional misconduct.

Exclusive Remedy. ExceptRemedies. Subject to [Section 9.11], the parties acknowledge and agree that their sole and exclusive remedy with respect to Actions arising outany and all claims for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to Fraud, eachthe subject matter of the parties hereto expressly acknowledges and agrees thatthis Agreement, shall be pursuant to the indemnification provisions set forth in this ARTICLE VIII shall be the sole and exclusive remedyArticle VIII. In furtherance of the Parties with respectforegoing, each party hereby waives, to the fullest extent permitted under Law, any breachesand 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 representations, warranties, covenants,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 agreementsbased upon any Law, except pursuant to the indemnification provisions set forth in this Agreement or any of the certificates and instruments to be executed or delivered in connection with or pursuant to this Agreement.Article VIII. Nothing in this Section 8.8Article VIII shall limit any Person’Person's right to seek and obtain any equitable relief to which any Person shall be entitled orpursuant to seek any remedy on account of any party’s Fraud.Section 10.11.

Section # Exclusive Remedy. ExceptRemedies. The parties acknowledge and agree that their sole and exclusive remedy with respect to Actionsany and all claims (other than claims arising outfrom breach of contract, fraud, criminal activity or willful misconduct on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to Fraud, eachthe subject matter of the parties hereto expressly acknowledges and agrees thatthis Agreement, shall be pursuant to the indemnification provisions set forth in this ARTICLE VIII shall be the sole and exclusive remedyVII. In furtherance of the Parties with respectforegoing, each party hereby waives, to the fullest extent permitted under Law, any breachesand 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 representations, warranties, covenants,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 agreementsbased upon any Law, except pursuant to the indemnification provisions set forth in this Agreement or any of the certificates and instruments to be executed or delivered in connection with or pursuant to this Agreement.ARTICLE VII. Nothing in this Section 8.87.06 shall limit any Person’Person's right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any party’party's Fraud.fraudulent, criminal or intentional misconduct.

Section # Exclusive Remedy. ExceptRemedies. The parties acknowledge and agree that their sole and exclusive remedy with respect to Actionsany and all claims (other than claims arising outfrom breach of contract, fraud, criminal activity or willful misconduct on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to Fraud, eachthe subject matter of the parties hereto expressly acknowledges and agrees thatthis Agreement, shall be pursuant to the indemnification provisions set forth in this ARTICLE VIII shall be the sole and exclusive remedyVII. In furtherance of the Parties with respectforegoing, each party hereby waives, to the fullest extent permitted under Law, any breachesand 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 representations, warranties, covenants,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 agreementsbased upon any Law, except pursuant to the indemnification provisions set forth in this Agreement or any of the certificates and instruments to be executed or delivered in connection with or pursuant to this Agreement.ARTICLE VII. Nothing in this Section 8.87.06 shall limit any Person’Person's right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any party’party's Fraud.fraudulent, criminal or intentional misconduct.

Exclusive Remedy. Except with respect to Actions arising out of or relating to Fraud, each of the parties hereto expressly acknowledges and agrees that the indemnification provisions set forth in this ARTICLE VIII shall be theThe sole and exclusive remedy for any and all claims arising under, out of, or related to this Agreement or the transactions contemplated hereby, shall be the rights of the Parties with respect to any breaches of the representations, warranties, covenants, or agreementsindemnification set forth in Article VI only, and no Person will have any other entitlement, remedy or recourse, whether in contract, tort or otherwise, it being agreed that all of such other remedies, entitlements and recourse are expressly waived and released by the parties hereto to the fullest extent permitted by Law. Notwithstanding anything in the foregoing to the contrary, nothing in this Agreement or any of the certificates and instruments to be executed or delivered in connection with or pursuant to this Agreement. Nothing in this Section 8.8 shall limit or otherwise restrict a fraud claim brought by any Person’sparty hereto or the right to seek and obtain any equitable reliefspecific performance pursuant to which any Person shall be entitled or to seek any remedy on account of any party’s Fraud.[Section 8.13(a)].