OUT OF THIS AGREEMENT (INCLUDING BREACH OF
REPRESENTATION, WARRANTY, COVENANT OR AGREEMENT), ANY TRANSACTION DOCUMENT OR
ANY
OTHER CONTRACT OR OTHER MATTER DELIVERED PURSUANT HERETO, OR THE TRANSACTIONS
CONTEMPLATED HEREBY, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OTHER
LAW OR OTHERWISE, EXCEPT FOR A CLAIM FOR INDEMNIFICATION PURSUANT TO THIS
ARTICLE 11, AND THIS ARTICLE 11 SETS FORTH THE SOLE AND EXCLUSIVE REMEDIES
AVAILABLE TO THE PARTIES AND ANY OTHER PERSON ENTITLED TO INDEMNIFICATION
HEREUNDER RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, SUBJECT
TO SECTION 6.3(C), SECTION 6.16, SECTION 6.19 AND SECTION 12.16. NEITHER THE
SELLER NOR THE BUYER WILL HAVE ANY REMEDIES OR CAUSE OF ACTION (WHETHER IN
CONTRACT OR IN TORT) FOR ANY STATEMENTS, COMMUNICATIONS, DISCLOSURES, FAILURES
TO DISCLOSE, REPRESENTATIONS OR WARRANTIES NOT EXPRESSLY SET FORTH IN THIS
AGREEMENT OR ANY TRANSACTION DOCUMENT.
(b)IN FURTHERANCE OF THE FOREGOING, THE BUYER HEREBY WAIVES AND RELEASES FROM
AND AFTER THE CLOSING, TO THE FULLEST EXTENT PERMITTED UNDER LAW, AND AGREES NOT
TO SUE, FOR ANY AND ALL CLAIMS (OTHER THAN CLAIMS FOR EQUITABLE RELIEF RELATED
TO THE BREACH OF ANY COVENANT OR AGREEMENT OF THE SELLER CONTAINED IN THIS
AGREEMENT REQUIRING PERFORMANCE AFTER THE CLOSING) BUYER OR ANY OF ITS
AFFILIATES, INCLUDING THE ACQUIRED COMPANIES WITH RESPECT TO THE PERIOD FROM AND
AFTER THE CLOSING DATE, MAY HAVE AGAINST THE SELLER OR ANY OF ITS AFFILIATES,
INCLUDING THE ACQUIRED COMPANIES WITH RESPECT TO THE PERIOD PRIOR TO THE CLOSING
DATE, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES,
AGENTS OR ADVISORS RELATING TO OR ARISING FROM (I) THE TRANSACTION DOCUMENTS AND
THE TRANSACTIONS CONTEMPLATED THEREBY, OR (II) THE COMPANY BUSINESS, THE
MEMBERSHIP INTERESTS, OR THE ASSETS OF THE ACQUIRED COMPANIES, INCLUDING THE
COMPANY ASSETS, OR (III) ANY ACTIONS OR OMISSIONS BY ANY OFFICER, DIRECTOR OR
EMPLOYEE OF THE ACQUIRED COMPANIES, THE SELLER OR ANY OF ITS AFFILIATES, IN SUCH
PERSON'S CAPACITY AS SUCH, OR BY THE SELLER, IN ITS CAPACITY AS A MEMBER OF THE
ACQUIRED COMPANIES PRIOR TO THE CLOSING, PROVIDED ANY SUCH ACTIONS WERE TAKEN OR
OMISSIONS WERE AVOIDED, IN EACH CASE, IN GOOD FAITH, EXCEPT IN THE CASE OF FRAUD
WITH RESPECT TO THE REPRESENTATIONS SET FORTH IN ARTICLE 3 OR ARTICLE 4 OR
WILLFUL MISCONDUCT OR PURSUANT TO THE INDEMNIFICATION PROVISIONS SET FORTH IN
THIS ARTICLE 11 AND REGARDLESS OF WHETHER BASED ON CONTRACT, TORT, STRICT
LIABILITY, OTHER LAW OR OTHERWISE AND WHETHER OR NOT ARISING FROM THE SELLER'S
OR ANY OF ITS AFFILIATES' SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY
OR OTHER FAULT.
(c)NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, NO PARTY NOR ANY
OF ITS AFFILIATES WILL BE LIABLE FOR THE FOLLOWING ("NON-REIMBURSABLE DAMAGES"):
SPECIAL DAMAGES, PUNITIVE DAMAGES, EXEMPLARY DAMAGES, INCIDENTAL DAMAGES,
CONSEQUENTIAL DAMAGES, OR INDIRECT DAMAGES (INCLUDING ANY DAMAGES ON ACCOUNT OF
LOST PROFITS OR OPPORTUNITIES, DIMINUTION IN VALUE OR LOST OR DELAYED BUSINESS
BASED ON VALUATION METHODOLOGIES ASCRIBING A DECREASE IN VALUE TO THE ACQUIRED
COMPANIES, ON THE BASIS OF A MULTIPLE OF A REDUCTION IN A MULTIPLE-BASED