Common use of Exclusive Remedy and Release Clause in Contracts

Exclusive Remedy and Release. Purchaser and Seller acknowledge and agree that, except with respect to claims under the Transition Services Agreement and the Exit Tax Consolidation Agreement (which shall be governed exclusively by the Transition Services Agreement and the Exit Tax Consolidation Agreement, respectively), claims seeking specific performance or other equitable relief with respect to covenants or agreements to be performed after the Closing, and Fraud, following the Closing, the indemnification provisions of Section 10.2, Section 10.3 and Section 10.4 shall be the sole and exclusive remedies of Purchaser and Seller, respectively, and any of their respective Affiliates, for any Liabilities (including in respect of any claims for breach of contract (including for breach of any representation, warranty, covenant or agreement), warranty, tortious conduct (including negligence), under Law or otherwise and whether predicated on common law, statute, strict liability, or otherwise) that each Party may at any time suffer or incur, or become subject to, as a result of or in connection with this Agreement, the Transaction or the other transactions contemplated by this Agreement, including any breach of any representation or warranty in this Agreement by any Party, or any breach of or failure by any Party to perform or comply with any covenant or agreement in this Agreement and the other Transaction Documents. In furtherance of the foregoing, except with respect to claims under the Transition Services Agreement and the Exit Tax Consolidation Agreement (which shall be governed exclusively by the Transition Services Agreement and the Exit Tax Consolidation Agreement, respectively), claims seeking specific performance or other equitable relief with respect to covenants or agreements to be performed after the Closing, and Fraud, from and after the Closing, the Parties hereby waive, on behalf of themselves and their Affiliates, to the fullest extent permitted by applicable Law, any and all other rights, claims and causes of action (including rights of contribution, if any) known or unknown, foreseen or unforeseen, which exist or may arise in the future, that they may have against Seller or any of its Affiliates, or Purchaser or any of its Affiliates, as the case may be, as a result of or in connection with this Agreement, the Transaction or the other transactions contemplated by this Agreement, whether arising under or based upon breach of contract (including for breach of any representation, warranty, covenant or agreement), warranty, tortious conduct (including negligence), under Law or otherwise and whether predicated on common law, statute, strict liability, or otherwise. Without limiting the generality of the foregoing, the Parties hereby irrevocably waive any right of rescission they may otherwise have or to which they may become entitled.

Exclusive Remedy and Release. Except in the case of Fraud, Purchaser and Seller acknowledge and agree that, except with respect to claims under the Transition Services Agreement and the Exit Tax Consolidation Agreement (which shall be governed exclusively by a) the Transition Services Agreement, (b) the Amended and Restated LLC Agreement, (c) the Registration Rights Agreement and (d) the Exit Tax Consolidation AgreementCommercial Agreements, respectively), and claims seeking specific performance or other equitable relief with respect to covenants or agreements to be performed after the Closing, and Fraud, following the Closing, the indemnification provisions of Section 10.2, Section 10.3 and Section 10.4 shall be the sole and exclusive remedies of Purchaser and Seller, respectively, and any of their respective Affiliates, for any Liabilities (including in respect of any claims for breach of contract (including for breach of any representation, warranty, covenant or agreement), warranty, tortious conduct (including negligence), under Law or otherwise and whether predicated on common law, statute, strict liability, or otherwise) that each Party may at any time suffer or incur, or become subject to, as a result of or in connection with this Agreement, the Transaction or the other transactions contemplated by this Agreement, including any breach of any representation or warranty in this Agreement by any Party, or any breach of or failure by any Party to perform or comply with any covenant or agreement in this Agreement and the other Transaction Documents. In furtherance of the foregoing, except with respect to claims under the (a) Transition Services Agreement, (b) the Amended and Restated LLC Agreement, (c) the Registration Rights Agreement and (d) the Exit Tax Consolidation Agreement (which shall be governed exclusively by the Transition Services Agreement and the Exit Tax Consolidation Agreement, respectively), claims seeking specific performance or other equitable relief with respect to covenants or agreements to be performed after the Closing, and FraudCommercial Agreements, from and after the Closing, the Parties hereby waive, on behalf of themselves and their Affiliates, to the fullest extent permitted by applicable Law, any and all other rights, claims and causes of action (including rights of contribution, if any) (excluding, for the avoidance of doubt, claims pursuant to the indemnification provisions of Section 10.2, Section 10.3 and Section 10.4) known or unknown, foreseen or unforeseen, which exist or may arise in the future, that they may have against Seller or any of its Affiliates, or Purchaser or any of its Affiliates, as the case may be, as a result of or in connection with this Agreement, the Transaction or the other transactions contemplated by this Agreement, whether arising under or based upon breach of contract (including for breach of any representation, warranty, covenant or agreement), warranty, tortious conduct (including negligence), under Law or otherwise and whether predicated on common law, statute, strict liability, or otherwise. Without limiting the generality of the foregoing, the Parties hereby irrevocably waive any right of rescission they may otherwise have or to which they may become entitled.

Exclusive Remedy and Release. Purchaser and Seller acknowledge and agree that, except with respect to claims under the Transition Services Agreement and the Exit Tax Consolidation Agreement any matter relating to Taxes (which shall be governed exclusively by the Transition Services Agreement Article VI) and the Exit Tax Consolidation Agreement, respectively), claims seeking specific performance or other equitable relief with respect to covenants or agreements to be performed after the Closingas set forth in Section 5.24, and Fraudexcept as expressly set forth in the other Transaction Documents, following the Closing, (x) the indemnification provisions of Section 10.2set forth in the Seller Reimbursement Provisions, the Purchaser Reimbursement Provisions, Section 10.3 9.3 and specific performance of this Agreement pursuant to Section 10.4 10.6 shall be the sole and exclusive remedies of Seller and (y) the indemnification provisions set forth in Section 9.2 and specific performance of this Agreement pursuant to Section 10.6 shall be the sole and exclusive remedies of Purchaser and Seller, respectivelywith respect to matters specifically set forth therein, and the R&W Insurance Policy shall be the sole and exclusive remedies of Purchaser with respect to all other matters (including the breach of any representation or warranty of their respective AffiliatesSeller contained herein, other than Seller’s Fundamental Representations (subject to Section 9.2(b)(iii) above)), in each case of the foregoing clauses (x) and (y), for any Covered Losses and any other losses and Liabilities (including in respect of any Covered Losses from claims for breach of contract (including for breach of any representation, warranty, covenant or agreement)contract, warranty, tortious conduct (including negligence), under Law ) or otherwise and whether predicated on common law, statute, strict liability, liability or otherwise) that each Party such party hereto may at any time suffer or incur, or become subject to, as a result of or in connection with this Agreement, the Transaction or the other transactions contemplated by this Agreement, including any breach of any representation or warranty in this Agreement by any Partyparty hereto, or any breach of or failure by any Party party hereto to perform or comply with any covenant or agreement in that, by its terms, was to have been performed, or complied with, under this Agreement and Agreement. Without limiting the other Transaction Documents. In furtherance generality of the foregoing, except with respect to claims under the Transition Services Agreement foregoing and the Exit Tax Consolidation Agreement (which shall be governed exclusively by the Transition Services Agreement and the Exit Tax Consolidation Agreement, respectively), claims seeking specific performance or other equitable relief with respect to covenants or agreements to be performed after the Closing, and Fraudin furtherance thereof, from and after the Closing, the Parties parties hereto hereby waive, (and Purchaser on its behalf and on behalf of themselves the Purchased Companies) irrevocably waive, release and their Affiliatesforever discharge (a) any right of rescission of this Agreement, to and (b) other than as provided in the fullest extent permitted by applicable Lawforegoing, any and all other rightsclaims for breach of contract, claims and causes of action warranty, tortious conduct (including rights of contribution, if anynegligence) known or unknown, foreseen or unforeseen, which exist or may arise in the future, that they may have against Seller or any of its Affiliates, or Purchaser or any of its Affiliates, as the case may be, otherwise as a result of or in connection with this Agreement, the Transaction or the other transactions contemplated by this Agreement, whether arising under or based upon breach . Nothing in this Section 9.5 shall limit any Person’s right to seek any remedy on account of contract (including for breach of Fraud by any representation, warranty, covenant or agreement), warranty, tortious conduct (including negligence), under Law or otherwise and whether predicated on common law, statute, strict liability, or otherwise. Without limiting the generality of the foregoing, the Parties hereby irrevocably waive any right of rescission they may otherwise have or to which they may become entitledparty.

Exclusive Remedy and Release. Purchaser and Seller acknowledge and agree that, from and after Closing, except (i) as provided in Section 10.6, (ii) with respect to claims under the Transition Services Agreement and the Exit Tax Consolidation Agreement for fraud, (iii) any claims for Taxes (other than Section 3.15 Taxes), which shall be governed exclusively by Article VI, or (iv) as expressly set forth in the Transition Services Agreement, the Alignment Fee Agreement, the Master Services Agreement and any Sublease Agreement or the Exit Tax Consolidation B2B Arrangement executed in connection with Closing, or any Affiliated Account Service Agreement, respectively), claims seeking specific performance or other equitable relief with respect any Purchased Customer Contract pursuant to covenants which Purchaser or agreements its Affiliates provide services to be performed after one or more of the Closing, and FraudSeller Entities, following the Closing, the indemnification provisions of Section 10.2, Section 10.3 9.2 and Section 10.4 9.3 shall be the sole and exclusive remedies of Purchaser Seller and SellerPurchaser, respectively, and any of their respective Affiliates, for any Liabilities Covered Losses (including in respect of any Covered Losses from claims for breach of contract (including for breach of any representation, warranty, covenant or agreement)contract, warranty, tortious conduct (including negligence), under Law ) or otherwise and whether predicated on common law, statute, strict liability, or otherwise) that each Party party hereto may at any time suffer or incur, or become subject to, as a result of or in connection with this Agreement and the other Transaction Documents (other than the Transition Services Agreement, the Transaction or Alignment Fee Agreement, the other transactions contemplated by this B2B Arrangement, the Master Services Agreement and any Sublease Agreement), including any breach of any representation or warranty in this Agreement by any Partyparty hereto, or any breach of or failure by any Party party hereto to perform or comply with any covenant or agreement in that, by its terms, was to have been performed, or complied with, under this Agreement and the such other Transaction Documents. In furtherance of the foregoing, except with respect to claims under Documents (other than the Transition Services Agreement and Agreement, the Exit Tax Consolidation Agreement (which shall be governed exclusively by Alignment Fee Agreement, the Transition B2B Arrangement, the Master Services Agreement and the Exit Tax Consolidation any Sublease Agreement, respectively), claims seeking specific performance or other equitable relief with respect to covenants or agreements to be performed after the Closing, and Fraud, from and after the Closing, the Parties hereby waive, on behalf of themselves and their Affiliates, to the fullest extent permitted by applicable Law, any and all other rights, claims and causes of action (including rights of contribution, if any) known or unknown, foreseen or unforeseen, which exist or may arise in the future, that they may have against Seller or any of its Affiliates, or Purchaser or any of its Affiliates, as the case may be, as a result of or in connection with this Agreement, the Transaction or the other transactions contemplated by this Agreement, whether arising under or based upon breach of contract (including for breach of any representation, warranty, covenant or agreement), warranty, tortious conduct (including negligence), under Law or otherwise and whether predicated on common law, statute, strict liability, or otherwise. Without limiting the generality of the foregoing, the Parties hereby irrevocably waive any right of rescission they may otherwise have or to which they may become entitled.

Exclusive Remedy and Release. Purchaser and Seller acknowledge and agree that, except with respect to claims under the Supply Agreement or the Transition Services Agreement and the Exit Tax Consolidation Agreement (which shall be governed exclusively by the Transition Services Agreement such applicable agreement) and the Exit Tax Consolidation Agreement, respectively), claims seeking specific performance or other equitable relief with respect to covenants or agreements to be performed after the Closing, and Fraudclaims for actual fraud, following the Closing, the indemnification provisions of Section 10.2, Section 10.3 Sections 9.2 and Section 10.4 9.3 shall be the sole and exclusive remedies of Purchaser Seller and SellerPurchaser, respectively, and any of their respective Affiliates, for any Liabilities (including in respect of any claims for breach of contract (including for breach of any representation, warranty, covenant or agreement), warranty, tortious conduct (including negligence), under Law or otherwise and whether predicated on common law, statute, strict liability, or otherwise) that each Party may at any time suffer or incur, or become subject to, as a result of or in connection with this Agreement, the Transaction Agreement or the other transactions contemplated by this AgreementTransactions, including any breach of any representation or warranty in this Agreement by any Party, or any breach of or failure by any Party to perform or comply with any covenant or agreement in this Agreement and the other Transaction Documents. In furtherance of the foregoing, except with respect to claims under the Transition Services Agreement and the Exit Tax Consolidation Agreement (which shall be governed exclusively by the Transition Services Agreement and the Exit Tax Consolidation Agreement, respectively), claims seeking specific performance or other equitable relief with respect to covenants or agreements to be performed after the Closing, and Fraud, from and after the Closing, except as expressly provided in this Article IX, the Parties hereby waive, on behalf of themselves and their Affiliates, to the fullest extent permitted by applicable Law, any and all other rights, claims and causes of action (including rights of contribution, if any) known or unknown, foreseen or unforeseen, which exist or may arise in the future, that they may have against Seller or any of its Affiliates, or Purchaser or any of its Affiliates, as the case may be, as a result of or in connection with this Agreement, the Transaction Agreement or the other transactions contemplated by this Agreement, Transactions whether arising under or based upon breach of contract (including for breach of any representation, warranty, covenant or agreement), warranty, tortious conduct (including negligence), under Law or otherwise and whether predicated on common law, statute, strict liability, or otherwise. Without limiting the generality of the foregoing, the Parties hereby irrevocably waive any right of rescission they may otherwise have or to which they may become entitled.

Exclusive Remedy and Release. (a) The Purchaser Parties and Seller acknowledge and agree that, except (i) with respect to claims under the Transition Services Agreement and the Exit Tax Consolidation Agreement (which shall be governed exclusively by the Transition Services Agreement and the Exit Tax Consolidation Agreement, respectively), claims seeking specific performance any breach of any covenant or other equitable relief with respect to covenants or agreements agreement required to be performed after or fulfilled following the Closing, and Fraud, following (ii) as expressly set forth in any other Transaction Document or (iii) in the Closingcase of fraud by a Party, the indemnification provisions of Section 10.2, 10.2 and Section 10.3 and Section 10.4 shall be the sole and exclusive remedies of the Purchaser Parties and Seller, respectively, and any of their respective Affiliates, for any Liabilities (including in respect of any claims for breach of contract (including for breach of any representation, warranty, covenant or agreement), warranty, tortious conduct (including negligence), under Law or otherwise and whether predicated on common law, statute, strict liability, or otherwise) that each Party may at any time suffer or incur, or become subject to, as a result of or in connection with this Agreement, the Transaction or the other transactions contemplated by this Agreement, including any breach of any representation or warranty in this Agreement by any Party, or any breach of or failure by any Party to perform or comply with any covenant or agreement in this Agreement and the other Transaction Documents. In furtherance of the foregoing, except with respect to claims under the Transition Services Agreement and the Exit Tax Consolidation Agreement (which shall be governed exclusively by the Transition Services Agreement and the Exit Tax Consolidation Agreement, respectively), claims seeking specific performance or other equitable relief with respect to covenants or agreements to be performed after the Closing, and Fraud, from and after the Closing, the Parties hereby waive, on behalf of themselves and their Affiliates, to the fullest extent permitted by applicable Law, any and all other rights, claims and causes of action (including rights of contribution, if any) known or unknown, foreseen or unforeseen, which exist or may arise in the future, that they may have against Seller or any of its Affiliates, or the Purchaser Parties or any of its their Affiliates, as the case may be, as a result of or in connection with this Agreement, the Transaction or the other transactions contemplated by this Agreement, whether arising under or based upon breach of contract (including for breach of any representation, warranty, covenant or agreement), warranty, tortious conduct (including negligence), under Law or otherwise and whether predicated on common law, statute, strict liability, or otherwise. Without limiting ; provided, however, that nothing contained in this Section 10.5(a) shall release, waive, discharge, relinquish or otherwise affect the generality rights or obligations of any Party under this Agreement (including pursuant to this Article X) following the Closing with respect to those provisions of this Agreement that survive the Closing or under any Contract entered into between the Parties at or following the Closing (including any other Transaction Document). (b) From and after the Closing, each of the foregoingPurchaser Parties, on behalf of itself, its Affiliates and its and their Affiliates’ respective officers, directors, employees, members, partners, stockholders, other equity holders and other Representatives and agents, and their respective successors and assigns (collectively, and excluding for all purposes herein, the Purchaser and Parent, the “Purchaser Related Parties”) hereby waives, to the fullest extent permitted by Law, any and all rights, claims and causes of action against each of Seller’s Affiliates and its Affiliates’ respective officers, directors, employees, members, partners, stockholders, other equity holders and other Representatives and agents, and their respective successors and assigns (excluding for all purposes herein, the Seller and its Subsidiaries) (such released Persons, the “Seller Releasees”), and hereby releases and forever discharges, and shall have no recourse of any kind to, the Seller Releasees, in each case, under any theory of law or equity, including under any control person liability theory, with respect to all demands, proceedings, causes of action, suits, Contracts, losses and Liabilities whatsoever of every name and nature relating to or arising from any actual or alleged breach of any representation, warranty, covenant or agreement set forth in this Agreement (or any certificate or other document delivered hereunder) or in connection with this Agreement or the transactions contemplated hereby, including by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach of any of the representations, warranties, covenants or obligations set forth in this Agreement (or any certificate or other document delivered hereunder), the subject matter of this Agreement, the ownership, operation, management, use or control of the Purchased Assets or the Business prior to the Closing, any of their respective assets or liabilities, or any actions or omissions at or prior to the Closing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law. The Purchaser Parties shall not make, and the Purchaser Parties shall not permit any Purchaser Related Party to make, any claim or demand, or commence any proceeding asserting any claim or demand, including any claim of contribution or any indemnification, against any of the Seller Releasees with respect to any losses or Liabilities released pursuant to this Section 10.5(b). (c) From and after the Closing, Seller, on behalf of itself, its Affiliates and its and their Affiliates’ respective officers, directors, employees, members, partners, stockholders, other equity holders and other Representatives and agents, and their respective successors and assigns (collectively, and excluding for all purposes herein, the Seller, the “Seller Related Parties”) hereby irrevocably waive waives, to the fullest extent permitted by Law, any right and all rights, claims and causes of rescission they may otherwise action against each of the Purchaser Parties’ Affiliates and its Affiliates’ respective officers, directors, employees, members, partners, stockholders, other equity holders and other Representatives and agents, and their respective successors and assigns (excluding for all purposes herein, Parent and its Subsidiaries) (such released Persons, the “Purchaser Releasees”), and hereby releases and forever discharges, and shall have no recourse of any kind to, the Purchaser Releasees, in each case, under any theory of law or equity, including under any control person liability theory, with respect to which they may become entitledall demands, proceedings, causes of action, suits, Contracts, losses and Liabilities whatsoever of every name and nature relating to or arising from any actual or alleged breach of any representation, warranty, covenant or agreement set forth in this Agreement (or any certificate or other document delivered hereunder) or in connection with this Agreement or the transactions contemplated hereby, including by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach of any of the representations, warranties, covenants or obligations set forth in this Agreement (or any certificate or other document delivered hereunder), the subject matter of this Agreement, any of their respective assets or liabilities, or any actions or omissions at or prior to the Closing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law. Seller shall not make, and Seller shall not permit any Seller Related Party to make, any claim or demand, or commence any proceeding asserting any claim or demand, including any claim of contribution or any indemnification, against any of the Purchaser Releasees with respect to any losses or Liabilities released pursuant to this Section 10.5(c).

Exclusive Remedy and Release. Purchaser and Seller acknowledge and agree that, except as set forth in any other Transaction Document and except with respect to claims under the Transition Services Agreement and the Exit Tax Consolidation Agreement any matter relating to Taxes (which shall be governed exclusively by the Transition Services Agreement and the Exit Tax Consolidation Agreement, respectivelyArticle VI), claims seeking any matter covered by Section 2.9, or to any claim for Fraud and without limiting the parties’ respective rights to specific performance or other equitable relief with respect to covenants or agreements to be performed after the Closing, and Fraudunder Section 10.6, following the Closing, (x) the indemnification provisions of Section 10.2, 9.3 shall be the sole and exclusive remedies of Seller with respect to matters specifically set forth therein and all other matters and (y) and the indemnification provisions of Section 10.3 and Section 10.4 9.2 shall be the sole and exclusive remedies of Purchaser with respect to matters specifically set forth therein and Sellerthe R&W Insurance Policy shall be the sole and exclusive remedy of Purchaser with respect to all other matters (including the breach of any representation or warranty contained herein), respectively, in each case of the foregoing clause (x) and any of their respective Affiliates(y), for any Covered Losses and any other losses and Liabilities (including in respect of any Covered Losses and any other losses and Liabilities from claims for breach of contract (including for breach of any representation, warranty, covenant or agreement)contract, warranty, tortious conduct (including negligence), under Law ) or otherwise and whether predicated on common law, statute, strict liability, or otherwise) that each Party such party hereto may at any time suffer or incur, or become subject to, as a result of or in connection with this Agreement, the Transaction or the other transactions contemplated by this Agreement, including any breach of any representation or warranty in this Agreement by any Partyparty hereto, or any breach of or failure by any Party party hereto to perform or comply with any covenant or agreement that, by its terms, was to have been performed, or complied with, under this Agreement. Without limiting the generality of the foregoing and in furtherance thereof, the parties hereto hereby irrevocably waive (i) any right of rescission of this Agreement Agreement, and the (ii) other Transaction Documents. In furtherance of than as provided in the foregoing, except with respect to any claims under the Transition Services Agreement and the Exit Tax Consolidation Agreement (which shall be governed exclusively by the Transition Services Agreement and the Exit Tax Consolidation Agreementfor breach of contract, respectively)warranty, claims seeking specific performance or other equitable relief with respect to covenants or agreements to be performed after the Closing, and Fraud, from and after the Closing, the Parties hereby waive, on behalf of themselves and their Affiliates, to the fullest extent permitted by applicable Law, any and all other rights, claims and causes of action tortious conduct (including rights of contribution, if anynegligence) known or unknown, foreseen or unforeseen, which exist or may arise in the future, that they may have against Seller or any of its Affiliates, or Purchaser or any of its Affiliates, as the case may be, otherwise as a result of or in connection with this Agreement, the Transaction or the other transactions contemplated by this Agreement, whether arising under or based upon breach of contract (including for breach of any representationfollowing the Closing, warranty, covenant or agreement), warranty, tortious conduct (including negligence), under Law or otherwise and whether predicated on common law, statute, strict liability, or otherwise. Without limiting the generality of the foregoing, the Parties hereby irrevocably waive any right of rescission that in either case (i) or (ii) they may otherwise have or to which they may become entitled.

Exclusive Remedy and Release. Purchaser and Seller acknowledge and agree that, except with respect to claims under the Transition Services Agreement and the Exit Tax Consolidation Agreement (which shall be governed exclusively by the Transition Services Agreement and the Exit Tax Consolidation Agreement, respectively), claims seeking specific performance or as set forth in any other equitable relief with respect to covenants or agreements to be performed after the Closing, and FraudTransaction Document, following the Closing, (x) the indemnification provisions of Section 10.25.10(a), Section 10.3 5.12(c) and Section 10.4 9.2 shall be the sole and exclusive remedies of Seller and (y) and the indemnification provisions of Section 9.2 shall be the sole and exclusive remedies of Purchaser with respect to matters specifically set forth therein, in each case of the foregoing clause (x) and Seller, respectively, and any of their respective Affiliates(y), for any Covered Losses and any other losses and Liabilities (including in respect of any Covered Losses and any other losses and Liabilities from claims for breach of contract (including for breach of any representation, warranty, covenant or agreement)contract, warranty, tortious conduct (including negligence), under Law ) or otherwise and whether predicated on common law, statute, strict liability, or otherwise) that each Party such party hereto may at any time suffer or incur, or become subject to, as a result of or in connection with this Agreement, the Transaction or the other transactions transaction contemplated by this Agreement, including any breach of any representation or warranty in this Agreement by any Partyparty hereto, or any breach of or failure by any Party party hereto to perform or comply with any covenant or agreement in that, by its terms, was to have been performed, or complied with, under this Agreement and or the other Transaction Documents. In furtherance ; provided that nothing set forth in this Section 9.5 shall apply to (A) Fraud or (B) any remedies of the foregoing, except with respect to claims under the Transition Services Agreement Seller or any of its Affiliates for any losses and the Exit Tax Consolidation Agreement (which shall be governed exclusively by the Transition Services Agreement and the Exit Tax Consolidation Agreement, respectively), claims seeking specific performance or other equitable relief with respect to covenants or agreements to be performed after the Closing, and Fraud, from and after the Closing, the Parties hereby waive, on behalf of themselves and their Affiliates, to the fullest extent permitted by applicable Law, any and all other rights, claims and causes of action Liabilities (including rights any losses and Liabilities from claims for breach of contributioncontract, if anywarranty, tortious conduct (including negligence) known or unknownotherwise and whether predicated on common law, foreseen statute, strict liability, or unforeseenotherwise) that Seller or any of its Affiliates may at any time suffer or incur, which exist or may arise become subject to, as a result of or in connection with the Promissory Note or the transaction contemplated thereby, including any breach of any representation or warranty in the future, that they may have against Seller Promissory Note by Purchaser or any of its Affiliates, or any failure by Purchaser or any of its AffiliatesAffiliates to perform or comply with any covenant or agreement that, by its terms, was to have been performed, or complied with, under the Promissory Note. Without limiting the generality of the foregoing and in furtherance thereof, the parties hereto hereby irrevocably waive (i) any right of rescission of this Agreement, and (ii) other than as provided in the case may beforegoing, any claims for breach of contract, warranty, tortious conduct (including negligence) or otherwise as a result of or in connection with this Agreement, the Transaction or the other transactions contemplated by this Agreement, whether arising under or based upon breach of contract (including for breach of any representationfollowing the Closing, warranty, covenant or agreement), warranty, tortious conduct (including negligence), under Law or otherwise and whether predicated on common law, statute, strict liability, or otherwise. Without limiting the generality of the foregoing, the Parties hereby irrevocably waive any right of rescission that in either case (i) or (ii) they may otherwise have or to which they may become entitled; provided that nothing set forth in this sentence shall apply to Fraud or to any rights or claims relating to the Promissory Note.

Exclusive Remedy and Release. Purchaser and Seller acknowledge and agree that, except with respect to claims under the Transition Services Agreement and the Exit Tax Consolidation Agreement (which shall be governed exclusively by the Transition Services Agreement Agreement) and the Exit Tax Consolidation Agreement, respectively), claims seeking specific performance or other equitable relief with respect to covenants or agreements to be performed after the Closing, and Fraud, following the Closing, the indemnification provisions of Section 10.2, 10.2 and Section 10.3 and Section 10.4 shall be the sole and exclusive remedies of Purchaser and Seller, respectively, and any of their respective Affiliates, for any Liabilities (including in respect of any claims for breach of contract (including for breach of any representation, warranty, covenant or agreement), warranty, tortious conduct (including negligence), under Law or otherwise and whether predicated on common law, statute, strict liability, or otherwise) that each Party may at any time suffer or incur, or become subject to, as a result of or in connection with this Agreement, the Transaction or the other transactions contemplated by this Agreement, including any breach of any representation or warranty in this Agreement by any Party, or any breach of or failure by any Party to perform or comply with any covenant or agreement in this Agreement and the other Transaction Documents. In furtherance of the foregoing, except with respect to claims under the Transition Services Agreement and the Exit Tax Consolidation Agreement (which shall be governed exclusively by the Transition Services Agreement and the Exit Tax Consolidation Agreement, respectively), claims seeking specific performance or other equitable relief with respect to covenants or agreements to be performed after the Closing, and Fraud, from and after the Closing, the Parties hereby waive, on behalf of themselves and their Affiliates, to the fullest extent permitted by applicable Law, any and all other rights, claims and causes of action (including rights of contribution, if any) known or unknown, foreseen or unforeseen, which exist or may arise in the future, that they may have against Seller or any of its Affiliates, or Purchaser or any of its Affiliates, as the case may be, as a result of or in connection with this Agreement, the Transaction or the other transactions contemplated by this Agreement, whether arising under or based upon breach of contract (including for breach of any representation, warranty, covenant or agreement), warranty, tortious conduct (including negligence), under Law or otherwise and whether predicated on common law, statute, strict liability, or otherwise. Without limiting the generality of the foregoing, the Parties hereby irrevocably waive any right of rescission they may otherwise have or to which they may become entitled.

Exclusive Remedy and Release. Purchaser Except in the case of fraud or willful and Seller acknowledge material breach, and agree that, except with respect to claims under the Transition Services Agreement matters covered by Sections 2.5, 2.6 or 13.11, each Party acknowledges and the Exit Tax Consolidation Agreement (which shall be governed exclusively by the Transition Services Agreement and the Exit Tax Consolidation Agreement, respectively), claims seeking specific performance or other equitable relief with respect to covenants or agreements to be performed after the Closing, and Fraudagrees that, following the Closing, the indemnification provisions of Section 10.2Sections 12.2, Section 10.3 12.3 and Section 10.4 12.8 shall be the sole and exclusive remedies of Purchaser each Party, the Company Indemnified Parties, the Cobia Indemnified Parties and Sellerthe Swordfish Indemnified Parties, respectively, and any of their respective Affiliatesas applicable, for any Liabilities Losses (including in respect of any Losses from claims for breach of contract (including for breach of any representation, warranty, covenant or agreement)contract, warranty, tortious conduct (including negligence), under Law ) or otherwise and whether predicated on common law, statute, strict liability, liability or otherwise) that each Party such Person may at any time suffer or incur, or become subject to, as a result of of, or in connection with this Agreement, the Transaction or the other transactions contemplated by this AgreementAgreement or any Ancillary Agreements, including any breach of any representation or warranty in this Agreement by any Party, or any breach of or failure by any Party to perform or comply with any covenant or agreement in this Agreement and the other Transaction Documents. In furtherance of the foregoingthat, except with respect by its terms, was to claims under the Transition Services Agreement and the Exit Tax Consolidation Agreement (which shall be governed exclusively by the Transition Services Agreement and the Exit Tax Consolidation Agreement, respectively), claims seeking specific performance or other equitable relief with respect to covenants or agreements to be performed after the Closing, and Fraud, from and after the Closing, the Parties hereby waive, on behalf of themselves and their Affiliates, to the fullest extent permitted by applicable Law, any and all other rights, claims and causes of action (including rights of contribution, if any) known or unknown, foreseen or unforeseen, which exist or may arise in the future, that they may have against Seller or any of its Affiliatesbeen performed, or Purchaser or any of its Affiliatescomplied with, as the case may be, as a result of or in connection with under this Agreement, the Transaction or the other transactions contemplated by this Agreement, whether arising under or based upon breach of contract (including for breach of any representation, warranty, covenant or agreement), warranty, tortious conduct (including negligence), under Law or otherwise and whether predicated on common law, statute, strict liability, or otherwise. Without limiting the generality of the foregoing, the Parties hereto hereby irrevocably waive any right of rescission they or their respective Affiliates may otherwise have or to which they may become entitled. Notwithstanding anything to the contrary contained in this Agreement, (a) none of the Parties nor any of their respective Subsidiaries, Affiliates, directors, officers, employees, agents, partners, managers, members or stockholders shall have any rights or claims against the Debt Financing Sources, in any way relating to this Agreement or any of the Reorganization Transactions, or in respect of any oral representations made or alleged to have been made in connection herewith or therewith, whether at law or in equity, in contract, in tort or otherwise and (b) the Debt Financing Sources shall not have any liability (whether in contract, in tort or otherwise) to any of the Parties or any of their respective Subsidiaries, Affiliates, directors, officers, employees, agents, partners, managers, members or stockholders for any obligations or liabilities of any Party hereto under this Agreement or for any claim based on, in respect of, or by reason of, the Reorganization Transactions or in respect of any oral representations made or alleged to have been made in connection herewith or therewith, whether at law or in equity, in contract, in tort or otherwise; provided that notwithstanding anything to the contrary, the foregoing shall not limit the duties, obligations or liabilities of the Debt Financing Sources under the Debt Commitment Letters (or any definitive documentations in respect of the financings contemplated thereby) or any rights and remedies against the Debt Financing Sources under the Debt Commitment Letters (or any definitive documentations in respect of the financings contemplated thereby), subject to any limitations expressly provided therein.

Exclusive Remedy and Release. Purchaser and Seller acknowledge and agree that, except with respect to claims under the Transition Services Agreement and the Exit Tax Consolidation Agreement (which shall be governed exclusively by the Transition Services Agreement Agreement) and the Exit Tax Consolidation Agreement, respectivelySeller Parent Conditional Guaranty (which shall be governed exclusively by the Seller Parent Conditional Guaranty), claims seeking specific performance or other equitable relief with respect to covenants or agreements to be performed after the Closing, and Fraud, following the Closing, the indemnification provisions of Section 10.2, 10.2 and Section 10.3 and Section 10.4 shall be the sole and exclusive remedies of Purchaser and Seller, respectively, and any of their respective Affiliates, for any Liabilities (including in respect of any claims for breach of contract (including for breach of any representation, warranty, covenant or agreement), warranty, tortious conduct (including negligence), under Law or otherwise and whether predicated on common law, statute, strict liability, or otherwise) that each Party may at any time suffer or incur, or become subject to, as a result of or in connection with this Agreement, the Transaction or the other transactions contemplated by this Agreement, including any breach of any representation or warranty in this Agreement by any Party, or any breach of or failure by any Party to perform or comply with any covenant or agreement in this Agreement and the other Transaction Documents. In furtherance of the foregoing, except with respect to claims under the Transition Services Agreement and the Exit Tax Consolidation Agreement (which shall be governed exclusively by the Transition Services Agreement and the Exit Tax Consolidation Agreement, respectively), claims seeking specific performance or other equitable relief with respect to covenants or agreements to be performed after the Closing, and Fraud, from and after the Closing, the Parties hereby waive, on behalf of themselves and their Affiliates, to the fullest extent permitted by applicable Law, any and all other rights, claims and causes of action (including rights of contribution, if any) known or unknown, foreseen or unforeseen, which exist or may arise in the future, that they may have against Seller or any of its Affiliates, or Purchaser or any of its Affiliates, as the case may be, as a result of or in connection with this Agreement, the Transaction or the other transactions contemplated by this Agreement, whether arising under or based upon breach of contract (including for breach of any representation, warranty, covenant or agreement), warranty, tortious conduct (including negligence), under Law or otherwise and whether predicated on common law, statute, strict liability, or otherwise. Without limiting the generality of the foregoing, the Parties hereby irrevocably waive any right of rescission they may otherwise have or to which they may become entitled.