apply to any Indemnified Amounts arising from a breach of
Section 3.4(a), 3.9(a), 3.10(a) or 3.18 or any claim arising from actual fraud.
The maximum amount of Liabilities that the Purchaser will be entitled to recover
from Teledrift and the Stockholders pursuant to Section 7.2(a) with respect to
breaches of Section 3.4(a), 3.9(a), 3.10(a) or 3.18 shall equal the Purchase
Price.
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(d) The amount of any Indemnified Amounts for which Purchaser claims
indemnification under this Agreement shall be reduced by: (i) any insurance
proceeds paid to the indemnifying party with respect to such Indemnified
Amounts; and (ii) indemnification or reimbursement payments received by the
indemnified party from third parties with respect to such Indemnified Amounts.
(e) Notwithstanding any provision herein to the contrary, Teledrift and the
Stockholders shall have no liability for any breach of a representation or
warranty in this Agreement by Teledrift or the Stockholders of which any of the
Persons described in Schedule 7.6(e) had actual knowledge of the existence of
the breach on or prior to the date of this Agreement.
Section 7.7 Waiver of Other Representations.
(a) NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, IT IS THE EXPLICIT INTENT
OF EACH PARTY HERETO, AND THE PARTIES HEREBY AGREE, THAT NONE OF THE PARTIES
HERETO OR ANY OF THEIR AFFILIATES OR REPRESENTATIVES HAS MADE OR IS MAKING ANY
REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, WRITTEN OR ORAL,
INCLUDING ANY IMPLIED REPRESENTATION OR WARRANTY AS TO THE CONDITION,
MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH
RESPECT TO THE ACQUIRED ASSETS, THE BUSINESS, OR ANY PART THEREOF, EXCEPT THOSE
REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT, AND WITHOUT IN ANY
WAY LIMITING THE FOREGOING, TELEDRIFT AND THE STOCKHOLDERS MAKE NO
REPRESENTATION OR WARRANTY TO PURCHASER WITH RESPECT TO ANY FINANCIAL
PROJECTIONS OR FORECASTS RELATING TO THE BUSINESS.
(b) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, THE ACQUIRED ASSETS ARE BEING
TRANSFERRED "AS IS, WHERE IS, WITH ALL FAULTS," AND TELEDRIFT AND THE
STOCKHOLDERS EXPRESSLY DISCLAIM ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR
NATURE, EXPRESS OR IMPLIED, AS TO THE CONDITION, VALUE OR QUALITY OF THE
ACQUIRED ASSETS.
Section 7.8 Exclusive Remedy. No Party shall have any liability, and no Party
shall make any claim, for any Liability or other matter (and each of the Parties
hereby waives any right of contribution against the other and their respective
Affiliates), under, arising out of or relating to this Agreement, any other
document, agreement, certificate or other matter delivered pursuant hereto or
the transactions contemplated hereby, whether based on contract, tort, strict
liability, other Laws or otherwise, except as provided in this Article VII or
for any remedy available to the Purchaser for actual fraud.
TELEDRIFT AND STOCKHOLDERS ACKNOWLEDGE THAT THE INDEMNIFICATION OBLIGATIONS OF
TELEDRIFT AND STOCKHOLDERS HEREIN ENTITLE PURCHASER TO RECOVER ACTUAL DAMAGES
SUFFERED BY PURCHASER, INCLUDING
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ACTUAL DAMAGES ARISING FROM A BREACH OF A REPRESENTATION OR WARRANTY.
NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, NO PARTY HERETO SHALL BE LIABLE
FOR SPECIAL, PUNITIVE,