THROUGH (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.
17
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