The first cause of action, seeking rescission of the Asset Sale and Purchase Agreement (APA), was correctly dismissed because section 9.10 of the APA states that, except in cases of fraud, willful misconduct, or intentional misrepresentation— which plaintiffs do not allege —"the indemnification provisions of this Article 9 shall be [plaintiffs'] sole and exclusive remedy... for all matters arising under or in connection with this Agreement and the Transaction...
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