(I) OF SECTION 3.1 BY SUCH SELLER. THE LIABILITY OF EACH
SELLER UNDER THIS SECTION 7.1 SHALL NOT EXCEED 50% OF THE AGGREGATE
CONSIDERATION VALUE RECEIVED BY SUCH SELLER PURSUANT TO THIS AGREEMENT.
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SECTION 7.2
SURVIVAL. IN THE EVENT OF
TERMINATION OF THIS AGREEMENT PURSUANT TO SECTION 6.1, ALL RIGHTS AND
OBLIGATIONS OF THE PARTIES HERETO UNDER THIS AGREEMENT SHALL TERMINATE, EXCEPT
THE PROVISIONS OF SECTION 4.4, SECTION 6.2, THIS ARTICLE VII, AND ARTICLE VIII
SHALL SURVIVE SUCH TERMINATION; PROVIDED THAT NOTHING HEREIN SHALL RELIEVE ANY
PARTY HERETO FROM ANY LIABILITY FOR ANY MATERIAL BREACH BY SUCH PARTY OF ANY OF
ITS REPRESENTATIONS, WARRANTIES, COVENANTS OR AGREEMENTS SET FORTH IN THIS
AGREEMENT AND ALL RIGHTS AND REMEDIES OF A NONBREACHING PARTY UNDER THIS
AGREEMENT IN THE CASE OF SUCH A MATERIAL BREACH, AT LAW OR IN EQUITY, SHALL BE
PRESERVED. IN THE EVENT THE CLOSING OCCURS, THE REPRESENTATIONS AND WARRANTIES
OF SELLER AND BUYER CONTAINED IN PARAGRAPHS (A) THROUGH (I) OF SECTION 3.1 SHALL
SURVIVE THE CLOSING INDEFINITELY. OTHER THAN THE OBLIGATIONS CONTAINED IN
PARAGRAPHS (A) THROUGH (I) OF SECTION 3.1, SECTION 4.1, SECTION 4.2, SECTION
4.4, SECTION 4.6, SECTION 4.8(B), THIS ARTICLE VII AND ARTICLE VIII OF THIS
AGREEMENT, NONE OF THE REPRESENTATIONS, WARRANTIES, AGREEMENTS, COVENANTS OR
OBLIGATIONS IN THIS AGREEMENT OR IN ANY INSTRUMENT DELIVERED PURSUANT TO THIS
AGREEMENT SHALL SURVIVE THE CLOSING.
SECTION 7.3
ENFORCEMENT OF THIS AGREEMENT.
THE PARTIES HERETO ACKNOWLEDGE AND AGREE THAT AN AWARD OF MONEY DAMAGES WOULD BE
INADEQUATE FOR ANY BREACH OF THIS AGREEMENT BY ANY PARTY AND ANY SUCH BREACH
WOULD CAUSE THE NON-BREACHING PARTIES IRREPARABLE HARM. ACCORDINGLY, THE PARTIES
HERETO AGREE THAT, IN THE EVENT OF ANY BREACH OR THREATENED BREACH OF THIS
AGREEMENT BY ONE OF THE PARTIES, THE PARTIES WILL ALSO BE ENTITLED, WITHOUT THE
REQUIREMENT OF POSTING A BOND OR OTHER SECURITY, TO EQUITABLE RELIEF, INCLUDING
INJUNCTIVE RELIEF AND SPECIFIC PERFORMANCE, PROVIDED SUCH PARTY IS NOT IN
MATERIAL DEFAULT HEREUNDER. SUCH REMEDIES WILL NOT BE THE EXCLUSIVE REMEDIES FOR
ANY BREACH OF THIS AGREEMENT BUT WILL BE IN ADDITION TO ALL OTHER REMEDIES
AVAILABLE AT LAW OR EQUITY TO EACH OF THE PARTIES.
SECTION 7.4
NO WAIVER RELATING TO CLAIMS
FOR FRAUD OR WILLFUL MISCONDUCT. THE LIABILITY OF ANY PARTY UNDER THIS ARTICLE
VII SHALL BE IN ADDITION TO, AND NOT EXCLUSIVE OF, ANY OTHER LIABILITY THAT SUCH
PARTY MAY HAVE AT LAW OR IN EQUITY BASED ON SUCH PARTY'S (A) FRAUDULENT ACTS OR
OMISSIONS OR (B) WILLFUL MISCONDUCT. NONE OF THE PROVISIONS SET FORTH IN THIS
AGREEMENT SHALL BE DEEMED TO BE A WAIVER BY OR RELEASE OF ANY PARTY OF ANY RIGHT
OR REMEDY THAT SUCH PARTY MAY HAVE AT LAW OR EQUITY BASED ON ANY OTHER PARTY'S
FRAUDULENT ACTS OR OMISSIONS OR WILLFUL MISCONDUCT NOR SHALL ANY SUCH PROVISIONS
LIMIT, OR BE DEEMED TO LIMIT, (I) THE AMOUNTS OF RECOVERY SOUGHT OR AWARDED IN
ANY SUCH CLAIM FOR FRAUD OR WILLFUL MISCONDUCT, (II) THE TIME PERIOD DURING
WHICH A CLAIM FOR FRAUD