Common use of Exclusive Remedies and No Rights Against Nonparties Clause in Contracts

Exclusive Remedies and No Rights Against Nonparties. (a) Following the Closing, no Party shall assert against any other Party any claim, cause of action, right or remedy, or any Action, relating to this Agreement, the Transactions or any document or instrument delivered in connection herewith or therewith, other than as set forth in Section 2.4(f), claims pursuant to this Article VIII, claims that a Party committed Fraud in making any representation or warranty contained in Article III or Article IV, claims pursuant to Section 9.4(d) and claims pursuant to the terms of any Transaction Document (other than this Agreement). Following the Closing, the claims and remedies specified in clauses (i) through (v) of the previous sentence shall constitute the Parties’ sole and exclusive rights and remedies available to the Indemnified Parties for any and all Losses or other claims relating to or arising out of this Agreement, the Transactions and any document or instrument delivered in connection herewith or therewith, and shall supersede all other rights and remedies available at law or in equity (including any right of rescission). Accordingly, effective as of the Closing, each Party hereby irrevocably waives and discharges, and releases each other Party, to the fullest extent permitted under applicable Law, from, all other claims, causes of action and Actions relating thereto. The obligations of the Parties set forth in Section 8.2 and Section 8.3 shall be conditioned upon the Closing having occurred. (b) In addition to Section 8.14(a), this Agreement may only be enforced against, and any Action, right or remedy that may be based upon, arise out of or relate to this Agreement, any other Transaction Document or the Transactions, or the negotiation, execution or -87- performance of this Agreement, may only be made against the Persons that are expressly identified as Parties in their capacities as parties to this Agreement, and no Party shall at any time assert against any Person (other than a Party) which is a director, officer, employee, shareholder, general or limited partner, member, manager, agent or Affiliate or Representative of another Party (each, a “Nonparty”), any claim, cause of action, right or remedy, or any Action, relating to this Agreement, any other Transaction Document, the Transactions or any document or instrument delivered in connection herewith or therewith. Each Party hereby waives and discharges any such claim, cause of action, right, remedy and Action, and releases (and agrees to execute and deliver any instrument necessary to effectuate the release of) each Nonparty therefrom. The provisions of this Section 8.14(b) are for the benefit of and shall be enforceable by each Nonparty, which is an intended third-party beneficiary of this Section 8.14(b) and Section 5.26 (Further Assurances) in connection herewith.

Exclusive Remedies and No Rights Against Nonparties. (a) Following the Closing, no Party shall assert against the sole and exclusive remedies of the Parties for any other Party any claimLosses based upon, cause of action, right or remedyarising out of, or any Action, otherwise relating to this Agreement, the Transactions Transaction or any document or instrument delivered in connection herewith or therewiththerewith (but excluding the Master Services Agreement and the Transition Services Agreement), other than as are the indemnification and reimbursement obligations of the Parties set forth in Section 2.4(f), claims pursuant to this Article VIIIVI and each Party expressly waives, claims that a and no Party committed Fraud in making shall assert, any representation or warranty contained in Article III or Article IV, claims pursuant to Section 9.4(d) and claims pursuant to the terms of any Transaction Document (other than this Agreement). Following the Closing, the claims and remedies specified in clauses (i) through (v) of the previous sentence shall constitute the Parties’ sole and exclusive all rights and remedies available to the Indemnified Parties for any and all Losses based upon, arising out of, or other claims otherwise relating to or arising out of this Agreement, the Transactions and Transaction or any document or instrument delivered in connection herewith or therewith, therewith (but excluding the Master Services Agreement and shall supersede all other rights and remedies available at law or in equity (including any right of rescissionthe Transition Services Agreement). AccordinglyNotwithstanding the foregoing, effective nothing in this Section 6.7(a) shall (i) affect the Post-Closing Payment to be made as of the Closing, each Party hereby irrevocably waives and discharges, and releases each other Party, to the fullest extent permitted under applicable Law, from, all other claims, causes of action and Actions relating thereto. The obligations of the Parties set forth in Section 8.2 and 2.5(c), (ii) limit any Party’s right to assert claims pursuant to Section 8.3 shall 5.8 or (iii) limit any Party’s right to assert (A) claims of Fraud, (B) claims pursuant to Section 7.9(d) with respect to covenants to be conditioned upon performed at or following the Closing having occurredor (C) claims pursuant to the terms of the Master Services Agreement or the Transition Services Agreement. (b) In addition to Section 8.14(a6.7(a), this Agreement may only be enforced against, and any Action, right or remedy that may be based upon, arise out of or relate to this Agreement, any other Transaction Document or the TransactionsTransaction, or the negotiation, execution or -87- performance of this Agreement, may only be made against the Persons that are expressly identified as Parties in their capacities as parties to this Agreement, and no Party shall at any time assert against any Person (other than a Party) which that is a director, officer, employee, shareholderstockholder, general or limited partner, member, manager, agent or Affiliate or Representative representative of another Party (each, a “Nonparty”), ) any claim, cause of action, right or remedy, or any Action, relating to this Agreement, any other Transaction Document, the Transactions Transaction or any document or instrument delivered in connection herewith or therewith. Each Party hereby waives and discharges any such claim, cause of action, right, remedy and Action, and releases (and agrees to execute and deliver any instrument necessary to effectuate the release of) each Nonparty therefrom. The provisions of this Section 8.14(b6.7(b) are for the benefit of and shall be enforceable by each Nonparty, which is an intended third-party beneficiary of this Section 8.14(b6.7(b) and Section 5.26 5.5 (Further Assurances) in connection herewith.

Exclusive Remedies and No Rights Against Nonparties. (a) Following the Closing, no Party shall assert against any other Party any claim, cause of action, right or remedy, or any Action, relating to this Agreement, the Transactions Transaction or any document or instrument delivered in connection herewith or therewith, other than (i) as set forth in Section 2.4(f2.7(d), (ii) claims pursuant to this Article VIIIVII and the RWI, (iii) claims that a Party committed Fraud in making any representation or warranty contained in Article III or Article IV, and (iv) claims pursuant to Section 9.4(d) and claims pursuant to the terms of any Transaction Document (other than this Agreement)for specific performance. Following the Closing, the claims and remedies specified in clauses (i) through (viii) of the previous sentence shall constitute the Parties’ sole and exclusive rights and remedies available to the Indemnified Parties for any and all Losses or other claims relating to or arising out of this Agreement, the Transactions Transaction and any document or instrument delivered in connection herewith or therewith, and shall supersede all other rights and remedies available at law or in equity (including any right of rescission). Accordingly, effective as of the Closing, each Party hereby irrevocably waives and discharges, and releases releases, each other Party, to the fullest extent permitted under applicable Law, from, from all other claims, causes of action and Actions relating thereto. The obligations of the Parties set forth in Section 8.2 and Section 8.3 shall be conditioned upon the Closing having occurred. (b) In addition to Section 8.14(a7.8(a), this Agreement may only be enforced against, and any Action, right or remedy that may be based upon, arise out of or relate to this Agreement, any other Transaction Document Agreement or the TransactionsTransaction, or the negotiation, execution or -87- performance of this Agreement, may only be made against the Persons that are expressly identified as Parties in their capacities as parties to this Agreement, and no Party shall at any time assert against any Person (other than a Party) which is a director, officer, employee, shareholderstockholder, general or limited partner, member, manager, agent or Affiliate or Representative representative of another Party (each, a “Nonparty”), any claim, cause of action, right or remedy, or any Action, relating to this Agreement, any other Agreement or the Transaction Document, the Transactions or any document or instrument delivered in connection herewith or therewithherewith. Each Party hereby waives and discharges any such claim, cause of action, right, remedy and Action, and releases (and agrees to execute and deliver any instrument necessary to effectuate the release of) each Nonparty therefrom. The provisions of this Section 8.14(b7.8(b) are for the benefit of and shall be enforceable by each Nonparty, which is an intended third-party beneficiary of this Section 8.14(b7.8(b) and Section 5.26 5.11 (Further Assurances) in connection herewith.

Exclusive Remedies and No Rights Against Nonparties. (a) Following the Closing, no Party shall assert against any other Party any claim, cause of action, right or remedy, or any Action, relating to this Agreement, the Transactions or any document or instrument delivered in connection herewith or therewith, other than as set forth in Section 2.4(f), (i) claims pursuant to this Article VIIIX, (ii) claims that a Party committed Fraud common law fraud under Delaware Law in making any representation or warranty contained in Article III IV, Article V, VI or Article IVVII, (iii) claims for specific enforcement or injunction pursuant to Section 9.4(d14.8 and (iv) and claims pursuant to the terms of any Transaction Document (other than this Ancillary Agreement). Following the Closing, the claims and remedies specified in clauses (i) through (viv) of the previous sentence shall constitute the Parties’ sole and exclusive rights and remedies available to the Indemnified Parties for any and all Losses or other claims relating to or arising out of this Agreement, the Transactions and any document or instrument delivered in connection herewith or therewith, and shall supersede all other rights and remedies available at law or in equity (including any right of rescission). Accordingly, effective as of the Closing, each Party hereby irrevocably waives and discharges, and releases each other Party, to the fullest extent permitted under applicable Law, from, all other claims, causes of action and Actions relating thereto. The obligations of the Parties set forth in Section 8.2 and Section 8.3 shall be conditioned upon the Closing having occurred. (b) In addition to Section 8.14(a10.8(a), this Agreement may only be enforced against, and any Action, right or remedy that may be based upon, arise out of or relate to this Agreement, any other Transaction Document Ancillary Agreement or the Transactions, or the negotiation, execution or -87- performance of this Agreement, may only be made against the Persons that are expressly identified as Parties in their capacities as parties to this Agreement, and and, except with respect to claims of, or causes of action arising from, fraud, no Party shall at any time assert against any Person (other than a Party) which is a director, officer, employee, shareholder, general or limited partner, member, manager, agent or Affiliate or Representative of another Party (each, a “Nonparty”), any claim, cause of action, right or remedy, or any Action, relating to this Agreement, any other Transaction DocumentAncillary Agreement, the Transactions or any document or instrument delivered in connection herewith or therewith, in each case whether based on contract, tort or strict liability, by the enforcement of any assessment, by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law or otherwise and whether by or through attempted piercing of the corporate or partnership veil, by or through a claim by or on behalf of a Party or another person or otherwise. Each Party hereby waives and discharges any such claim, cause of action, right, remedy and Action, and releases (and agrees to execute and deliver any instrument necessary to effectuate the release of) each Nonparty therefrom. The provisions of this Section 8.14(b10.8(b) are for the benefit of and shall be enforceable by each Nonparty, which is an intended third-party beneficiary of this Section 8.14(b10.8(b) and Section 5.26 9.20 (Further Assurances) in connection herewith.

Exclusive Remedies and No Rights Against Nonparties. (a) Following the Closing, no Party shall assert against any other Party any claim, cause of action, right or remedy, or any Action, relating to this Agreement, the Transactions or any document or instrument delivered in connection herewith or therewith, other than as set forth in Section 2.4(f), (i) claims pursuant to this Article VIIIVII, (ii) claims that a Party committed Fraud actual (but not constructive) fraud under Delaware Law, (iii) claims that a Party committed any Intentional Breach of any express representation, warranty, covenant or agreement in making any representation or warranty contained in Article III or Article IVthis Agreement occurring prior to the Closing, (iv) claims pursuant to Section 9.4(d8.3(b) and with respect to covenants to be performed at or following the Closing, or (v) claims pursuant to the terms of any Transaction Document (other than this Agreement)Document. Following the Closing, the claims and remedies specified in clauses (i) through (v) of the previous sentence shall constitute the Parties’ sole and exclusive rights and remedies available to the Indemnified Parties for any and all Losses or other claims relating to or arising out of this Agreement, the Transactions and any document or instrument delivered in connection herewith or therewith, and shall supersede all other rights and remedies available at law or in equity (including any right of rescission). Accordingly, subject to the other provisions of this Section 7.8(a), effective as of the Closing, each Party hereby irrevocably waives and discharges, and releases each other Party, to the fullest extent permitted under applicable Law, from, all other claims, causes of action and Actions relating thereto. The obligations of the Parties set forth in Section 8.2 and Section 8.3 shall be conditioned upon the Closing having occurred. (b) In addition to Section 8.14(a7.8(a), this Agreement may only be enforced against, and any Action, right or remedy that may be based upon, arise out of or relate to this Agreement, any other Transaction Document or the Transactions, or the negotiation, execution or -87- performance of this Agreement, may only be made against the Persons that are expressly identified as Parties in their capacities as parties to this Agreement, and no Party shall at any time assert against any Person (other than a Party) which is a director, officer, employee, shareholder, general or limited partner, member, manager, agent or Affiliate or Representative of another Party (each, a “Nonparty”), any claim, cause of action, right or remedy, or any Action, relating to this Agreement, any other Transaction Document, the Transactions or any document or instrument delivered in connection herewith or therewith. Each Party hereby waives and discharges any such claim, cause of action, right, remedy and Action, and releases (and agrees to execute and deliver any instrument necessary to effectuate the release of) each Nonparty therefrom. The provisions of this Section 8.14(b7.8(b) are for the benefit of and shall be enforceable by each Nonparty, which is an intended third-third party beneficiary of this Section 8.14(b7.8(b) and Section 5.26 4.30 (Further Assurances) in connection herewith.

Exclusive Remedies and No Rights Against Nonparties. (a) Following the Closing, no Party shall assert against any other Party any claim, cause of action, right or remedy, or any Action, relating to this Agreement, the Transactions or any document or instrument delivered in connection herewith or therewith, other than (i) as set forth in Section 2.4(f2.4(d), (ii) claims pursuant to this Article VIII, (iii) claims that a Party committed Fraud in making any representation or warranty contained in Article III or Article IVfor Fraud, (iv) claims pursuant to Section 9.4(d10.10(d) (Specific Performance) with respect to covenants to be performed at or following the Closing, and (v) claims pursuant to the terms of any other Transaction Document (other than this Agreement)as permitted thereunder; provided, that the foregoing limitations on the remedies of a Party will not apply to claims based upon Fraud. Following the Closing, the claims and remedies specified in clauses (i) through (v) of the previous sentence shall constitute the Parties’ sole and exclusive rights and remedies available to the Indemnified Parties for any and all Losses or other claims relating to or arising out of this Agreement, the Transactions and any document or instrument delivered in connection herewith or therewith, and shall supersede all other rights and remedies available at law or in equity (including any right of rescission). Accordingly, effective as of the Closing, each Party hereby irrevocably waives and discharges, and releases each other Party, to the fullest extent permitted under applicable Law, from, all other claims, causes of action and Actions relating thereto. The obligations of the Parties set forth in Section 8.2 and Section 8.3 shall be conditioned upon the Closing having occurred. (b) In addition to Section 8.14(a8.7(a), subject to the rights of the parties to the Debt Commitment Letter, this Agreement may only be enforced against, and any Action, right or remedy that may be based upon, arise out of or relate to this Agreement, any other Transaction Document or the Transactions, or the negotiation, execution or -87- performance of this Agreement, may only be made against the Persons that are expressly identified as Parties in their capacities as parties to this Agreement, and no Party shall at any time assert against any Person (other than a Party) which is a director, officer, employee, shareholderstockholder, general or limited partner, member, manager, agent or Affiliate or Representative of representative of, or Debt Financing Source to, another Party (each, a “Nonparty”), any claim, cause of action, right or remedy, or any Action, relating to this Agreement, any other Transaction Document, the Transactions or any document or instrument delivered in connection herewith or therewiththerewith other than for Fraud. Each Party hereby waives and discharges any such claim, cause of action, right, remedy and Action, and releases (and agrees to execute and deliver any instrument necessary to effectuate the release of) each Nonparty therefromtherefrom other than for Fraud. The provisions of this Section 8.14(b8.7(b) are for the benefit of and shall be enforceable by each Nonparty, which is an intended third-third party beneficiary of this Section 8.14(b8.7(b) and Section 5.26 (Further Assurances) 6.18 in connection herewith. Notwithstanding anything to the contrary in this Section 8.7, in no event shall the foregoing be construed to waive any claim of NewCo against the Debt Financing Sources pursuant to the Debt Commitment Letter or the Definitive Financing Agreements or the transactions contemplated thereunder.

Exclusive Remedies and No Rights Against Nonparties. (a) Following the Closing, no Party shall assert against any other Party any claim, cause of action, right or remedy, or any Action, relating to this Agreement, the Transactions or any document or instrument delivered in connection herewith or therewith, other than (i) as set forth in Section 2.4(f2.3(c), (ii) claims pursuant to this Article ARTICLE VIII, (iii) claims that a Party committed Fraud in making any representation or warranty contained in Article III or Article IVfor Fraud, (iv) claims pursuant to Section 9.4(d10.9(d) (Specific Performance) with respect to covenants to be performed at or following the Closing, and (v) claims pursuant to the terms of any other Transaction Document (other than this Agreement)as permitted thereunder; provided, that the foregoing limitations on the remedies of a Party will not apply to claims based upon Fraud. Following the Closing, the claims and remedies specified in clauses (i) through (v) of the previous sentence shall constitute the Parties’ sole and exclusive rights and remedies available to the Indemnified Parties for any and all Losses or other claims relating to or arising out of this Agreement, the Transactions and any document or instrument delivered in connection herewith or therewith, and shall supersede all other rights and remedies available at law or in equity (including any right of rescission). Accordingly, effective as of the Closing, each Party hereby irrevocably waives and discharges, and releases each other Party, to the fullest extent permitted under applicable Law, from, all other claims, causes of action and Actions relating thereto. The obligations of the Parties set forth in Section 8.2 and Section 8.3 shall be conditioned upon the Closing having occurred. (b) In addition to Section 8.14(a8.7(a), this Agreement may only be enforced against, and any Action, right or remedy that may be based upon, arise out of or relate to this Agreement, any other Transaction Document or the Transactions, or the negotiation, execution or -87- performance of this Agreement, may only be made against the Persons that are expressly identified as Parties in their capacities as parties to this Agreement, and no Party shall at any time assert against any Person (other than a Party) which is a director, officer, employee, shareholderstockholder, general or limited partner, member, manager, agent or Affiliate or Representative of representative of, or Debt Financing Source to, another Party (each, a “Nonparty”), any claim, cause of action, right or remedy, or any Action, relating to this Agreement, any other Transaction Document, the Transactions or any document or instrument delivered in connection herewith or therewiththerewith other than for Fraud. Each Party hereby waives and discharges any such claim, cause of action, right, remedy and Action, and releases (and agrees to execute and deliver any instrument necessary to effectuate the release of) each Nonparty therefromtherefrom other than for Fraud. The provisions of this Section 8.14(b8.7(b) are for the benefit of and shall be enforceable by each Nonparty, which is an intended third-third party beneficiary of this Section 8.14(b8.7(b) and Section 5.26 (Further Assurances) 6.14 in connection herewith. Notwithstanding anything to the contrary in this Section 8.7, in no event shall the foregoing be construed to waive any claim of the Company against the Debt Financing Sources pursuant to the transactions contemplated thereunder.

Exclusive Remedies and No Rights Against Nonparties. (a) Following the Closing, no Party shall assert against any other Party any claim, cause of action, right or remedy, or any Action, relating to this Agreement, the Transactions or any document or instrument delivered in connection herewith or therewith, other than as set forth in Section 2.4(f), (i) claims pursuant to this Article VIII, (ii) claims that a Party committed Fraud common law fraud under Delaware Law in making any representation or warranty contained in Article Articles III or Article IV, claims pursuant to Section 9.4(dIV and (iii) and claims pursuant to the terms of any Transaction Document (other than this Agreement)Document. Following the Closing, the claims and remedies specified in clauses (i) through (viii) of the previous sentence shall constitute the Parties’ sole and exclusive rights and remedies available to the Indemnified Parties for any and all Losses or other claims relating to or arising out of this Agreement, the Transactions and any document or instrument delivered in connection herewith or therewith, and shall supersede all other rights and remedies available at law or in equity (including any right of rescission). Accordingly, effective as of the Closing, each Party hereby irrevocably waives and discharges, and releases each other Party, to the fullest extent permitted under applicable Law, from, all other claims, causes of action and Actions relating thereto. The obligations of the Parties set forth in Section 8.2 and Section 8.3 shall be conditioned upon the Closing having occurred. (b) In addition to Section 8.14(a8.7(a), this Agreement may only be enforced against, and any Action, right or remedy that may be based upon, arise out of or relate to this Agreement, any other Transaction Document or the Transactions, or the negotiation, execution or -87- performance of this Agreement, may only be made against the Persons that are expressly identified as Parties in their capacities as parties to this Agreement, and no Party shall at any time assert against any Person (other than a Party) which is a director, officer, employee, shareholder, general or limited partner, member, manager, agent or Affiliate or Representative of another Party (each, a “Nonparty”), any claim, cause of action, right or remedy, or any Action, relating to this Agreement, any other Transaction Document, the Transactions or any document or instrument delivered in connection herewith or therewith. Each Party hereby waives and discharges any such claim, cause of action, right, remedy and Action, and releases (and agrees to execute and deliver any instrument necessary to effectuate the release of) each Nonparty therefrom. The provisions of this Section 8.14(b8.7(b) are for the benefit of and shall be enforceable by each Nonparty, which is an intended third-party beneficiary of this Section 8.14(b8.7(b) and Section 5.26 5.23 (Further Assurances) in connection herewith.