Common use of Exclusive Remedy; No Recourse Clause in Contracts

Exclusive Remedy; No Recourse. (a) The Parties acknowledge and agree that, except in the case of fraud or intentional misrepresentation, or for separate or standalone indemnification or other remedies under the Transaction Documents, from and after the Closing, their sole and exclusive remedy with respect to any and all claims relating to the subject matter of this Agreement shall be pursuant to the indemnification provisions set forth in this Article VII; provided, however, that nothing herein shall limit the rights of a Party to seek and obtain injunctive relief in accordance with Section 10.5 or to pursue claims pursuant to the Partnership Agreement and the Amended and Restated Registration Rights Agreement. In furtherance of the foregoing, the Parties hereby waive and release from and after the Closing, to the fullest extent permitted by Law, any and all rights, claims, and causes of action (other than any claim of fraud or intentional misrepresentation, or for separate or standalone indemnification or other remedies under the Transaction Documents), with respect to the subject matter of this Agreement, they may have against the other Parties, their respective Affiliates and the respective officers, directors, managers, employees, members, agents, and Representatives of the foregoing arising under or based upon any Law, except pursuant to the indemnification provisions set forth in this Article VII. (b) Except as otherwise expressly set forth in this Agreement, any other Transaction Document or in any certificate delivered pursuant hereto or thereto, each of the Parties, on behalf of itself and its Affiliates, covenants, agrees and acknowledges that (i) no Person other than the express Parties hereto or thereto shall have any obligation or Liability hereunder or under any Transaction Document or under any certificate delivered pursuant hereto or thereto, and (ii) the Parties and their Affiliates and Representatives shall have no rights of recovery in respect hereof or thereof against, no recourse in respect hereof or thereof shall be had against, and no personal Liability in respect hereof or thereof shall attach to any Partnership Entity (other than any party to any of the Transaction Documents to the extent of its obligations thereunder to the other parties thereto or express third party beneficiaries thereof) or any former, current or future Affiliate, general or limited partner, member, equity-holder, Representative, director, officer, agent, manager, assignee or employee of any Party, of any Partnership Entity, or of any Affiliate of any of the foregoing (other than any party to any of the Transaction Documents, to the extent of its obligations thereunder), or any of their respective successors or permitted assignees (excluding any party to any Transaction Document, to the extent of its obligations thereunder to the other parties thereto or express third party beneficiaries thereof, collectively, “Non-Recourse Persons”), whether by or through attempted piercing of the “corporate veil”, by or through a claim (whether in tort, contract, at law, in equity or otherwise) by or on behalf of any Party against any Non-Recourse Person, by the enforcement of any judgment, fine or penalty or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, or otherwise. The Non-Recourse Persons shall be express third party beneficiaries of this Section 7.8(b) as if expressly party thereto. (c) Notwithstanding Section 7.8(a), nothing contained in this Section 7.8 shall prevent any Party from seeking and obtaining injunctive relief against the other Party’s activities in breach of this Agreement.

Exclusive Remedy; No Recourse. (a) The Parties Investor and the Company acknowledge and agree that, except (i) in connection with Fraud or a Willful and Material Breach of this Agreement, and (ii) for the case of fraud or intentional misrepresentation, or for separate or standalone indemnification or other remedies under the Transaction DocumentsParties’ right to seek and obtain any equitable relief pursuant to Section 8.1(d), from and after the Closing, their the indemnification provisions of Section 7.2 and Section 7.3 shall be the sole and exclusive remedy remedies of the Company and the Investor for any Liabilities or Losses (including any Liabilities or Losses from claims for breach of contract, warranty, tortious conduct (including negligence) or otherwise and whether predicated on common law, statute, strict liability or otherwise) that either party may at any time suffer or incur, or become subject to, as a result of, or in connection with respect to the purchase of the Purchased Units or the other Transactions, including any and all claims relating to the subject matter breach of any representation, warranty, covenant or agreement in this Agreement shall be pursuant or the Agreements contemplated hereby (but excluding the other Transaction Documents to which the indemnification provisions set forth in this Article VII; providedInvestor or its Affiliates, howeveron the one hand, that nothing herein shall limit or the rights of Company or any SiC Entity, on the other hand, is a Party to seek and obtain injunctive relief in accordance with Section 10.5 or to pursue claims pursuant to party (including the Partnership Agreement and Confidentiality Agreement)). Without limiting the Amended and Restated Registration Rights Agreement. In furtherance generality of the foregoing, the Parties each Party hereby waive and release from and after the Closing, irrevocably waives any right of rescission it may otherwise have or to the fullest extent permitted by Law, any and all rights, claims, and causes of action (other than any claim of fraud or intentional misrepresentation, or for separate or standalone indemnification or other remedies under the Transaction Documents), with respect to the subject matter of this Agreement, they which it may have against the other Parties, their respective Affiliates and the respective officers, directors, managers, employees, members, agents, and Representatives of the foregoing arising under or based upon any Law, except pursuant to the indemnification provisions set forth in this Article VIIbecome entitled. (b) Except as otherwise expressly set forth Notwithstanding anything to the contrary herein, all Actions, claims, obligations, liabilities or causes of action (whether in this Agreement, any other Transaction Document Contract or in any certificate delivered pursuant hereto tort, in Law or thereto, each of the Parties, on behalf of itself and its Affiliates, covenants, agrees and acknowledges that (i) no Person other than the express Parties hereto in equity or thereto shall have any obligation or Liability hereunder or under any Transaction Document or under any certificate delivered pursuant hereto or thereto, and (ii) the Parties and their Affiliates and Representatives shall have no rights of recovery in respect hereof or thereof against, no recourse in respect hereof or thereof shall be had against, and no personal Liability in respect hereof or thereof shall attach to any Partnership Entity (other than any party to any of the Transaction Documents to the extent of its obligations thereunder to the other parties thereto or express third party beneficiaries thereof) or any former, current or future Affiliate, general or limited partner, member, equity-holder, Representative, director, officer, agent, manager, assignee or employee of any Party, of any Partnership Entityotherwise, or of any Affiliate of any of the foregoing (other than any party to any of the Transaction Documents, to the extent of its obligations thereunder), granted by statute or any of their respective successors or permitted assignees (excluding any party to any Transaction Document, to the extent of its obligations thereunder to the other parties thereto or express third party beneficiaries thereof, collectively, “Non-Recourse Persons”)otherwise, whether by or through attempted piercing of the “corporate veil”corporate, by limited partnership or through a claim (whether in tortlimited liability company veil or any other theory or doctrine, contract, at law, in equity including alter ego or otherwise) by that may be based upon, in respect of or on behalf arise under: (i) this Agreement or any other Transaction Document, or any of the transactions contemplated hereunder or thereunder, (ii) the negotiation, execution or performance of this Agreement or any other Transaction Document (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement or any other Transaction Document), (iii) any breach or violation of this Agreement or any other Transaction Document and (iv) any failure of any Party of the transactions contemplated hereunder or under any other Transaction Documents to be consummated, in each case, may be made only against (and are those solely of) the Persons that are, in the case of this Agreement, expressly identified as parties to this Agreement or, in the case of the other Transaction Documents, Persons that are expressly identified as parties to such other Transaction Documents (collectively, the “Named Parties”). For the avoidance of doubt, this Section 7.5(b) is intended to benefit and may be enforced by any Non-Recourse Personpast, by the enforcement present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative of any judgment, fine or penalty or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, or otherwise. The Non-Recourse Persons Named Party (and each such Person shall be express third a third-party beneficiaries beneficiary of this Section 7.8(b7.5(b)) as if expressly party theretoand shall be binding on all respective successors and permitted assigns thereof. (c) Notwithstanding Section 7.8(a)The Company and Investor agree that the limits imposed on remedies with respect to this Agreement and the Transactions constitute an integral part of the consideration provided to the Company hereunder, nothing contained were specifically bargained for between sophisticated parties and their respective counsel and were specifically taken into account in this Section 7.8 shall prevent any Party from seeking and obtaining injunctive relief against the other Party’s activities in breach determination of this Agreementthe amounts to be paid to the Company hereunder.

Exclusive Remedy; No Recourse. (a) The Parties Purchaser and Seller acknowledge and agree that, except (i) in connection with Actual Fraud, (ii) with respect to the case of fraud or intentional misrepresentationmatters covered by Section 2.7, or (iii) Seller’s right to indemnification under Section 5.8, and Section 5.9(d) and (iv) for separate or standalone indemnification or other remedies under the Transaction DocumentsParties’ right to seek and obtain any equitable relief pursuant to Section 10.11, from and after the Closing, their the indemnification provisions of Section 7.2 and Section 7.3 shall be the sole and exclusive remedy remedies of Seller and Purchaser for any Liabilities or Losses (including any Liabilities or Losses from claims for breach of contract, warranty, tortious conduct (including negligence) or otherwise and whether predicated on common law, statute, strict liability or otherwise) that either Party may at any time suffer or incur, or become subject to, as a result of, or in connection with respect the transactions contemplated by this Agreement, including any breach of any representation, warranty, covenant or agreement in this Agreement. Without limiting the generality of the foregoing, Purchaser hereby irrevocably waives any right of rescission it may otherwise have or to any and all claims relating which it may become entitled. Notwithstanding anything to the subject matter contrary herein, Purchaser acknowledges and agrees that it is relying exclusively on, and its sole recourse for any actual or alleged breach of this Agreement shall be pursuant to the indemnification provisions any representation or warranty set forth in this Article VII; providedAgreement (or any certificate of other document delivered hereunder) will be, howeverthe R&W Insurance Policy. For the avoidance of doubt, that nothing herein in this Agreement shall in any way limit the rights of a Party Purchaser from making any claims or receiving any recoveries under the R&W Insurance Policy, whether for breaches under this Agreement or any other claim that may be permitted to seek and obtain injunctive relief in accordance with Section 10.5 or to pursue claims pursuant be made under the R&W Insurance Policy. (b) Notwithstanding anything to the Partnership Agreement contrary herein, Purchaser, on behalf of itself, its Affiliates and the Amended its and Restated Registration Rights Agreement. In furtherance of the foregoingtheir Affiliates’ respective officers, directors, employees, members, partners, stockholders, other equity holders and other Representatives and agents, and their respective successors and assigns (collectively, the Parties “Purchaser Related Parties”) hereby waive and release from and after the Closingwaives, to the fullest extent permitted by Law, any and all rights, claims, Actions and causes of action against Seller and each Seller Related Party (other than such released Persons, the “Seller Releasees”), and hereby releases and forever discharges, and shall have no recourse of any claim kind to, the Seller Releasees, in each case, under any theory of fraud law or intentional misrepresentationequity, or for separate or standalone indemnification or other remedies including under the Transaction Documents)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, they may have against the other Partiesownership, operation, management, use or control of the Acquired Assets or the Business prior to the Closing, any of their respective Affiliates 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 (except to the extent solely related to the Excluded Assets and the respective officers, directors, managers, employees, members, agentsRetained Liabilities). Purchaser shall not make, and Representatives Purchaser 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 foregoing arising under Seller Releasees with respect to any Losses or based upon any Law, except Liabilities released pursuant to the indemnification provisions set forth in this Article VIISection 7.5(b). (bc) Except as otherwise expressly set forth in this AgreementNotwithstanding anything to the contrary herein, any other Transaction Document or in any certificate delivered pursuant hereto or thereto, each of the PartiesSeller, on behalf of itself and its Affiliatesthe Seller Related Parties, covenantshereby waives, agrees to the fullest extent permitted by Law, any and acknowledges that all rights, claims, Actions and causes of action against Purchaser and each Purchaser Related Party (i) no Person other than such released Persons, the express Parties hereto or thereto shall have any obligation or Liability hereunder or under any Transaction Document or under any certificate delivered pursuant hereto or thereto“Purchaser Releasees”), and (ii) the Parties hereby releases and their Affiliates forever discharges, and Representatives shall have no rights recourse of recovery 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 hereof to all demands, proceedings, causes of action, suits, Contracts, Losses and Liabilities whatsoever of every name and nature relating to or thereof againstarising from any actual or alleged breach of any representation, no recourse warranty, covenant or agreement set forth in respect hereof this Agreement (or thereof shall be had against, and no personal Liability in respect hereof any certificate or thereof shall attach to any Partnership Entity (other than any party to any of the Transaction Documents to the extent of its obligations thereunder to the other parties thereto or express third party beneficiaries thereofdocument delivered hereunder) or in connection with this Agreement or the transactions contemplated hereby, including by virtue of or based upon any former, current alleged misrepresentation or future Affiliate, general inaccuracy in or limited partner, member, equity-holder, Representative, director, officer, agent, manager, assignee or employee of any Party, of any Partnership Entity, or of any Affiliate breach of any of the foregoing representations, warranties, covenants or obligations set forth in this Agreement (or any certificate or other than any party to any of the Transaction Documents, to the extent of its obligations thereunderdocument delivered hereunder), or the subject matter of this Agreement, any of their respective successors assets or permitted assignees (excluding liabilities, or any party to any Transaction Document, actions or omissions at or prior to the extent of its obligations thereunder to the other parties thereto or express third party beneficiaries thereof, collectively, “Non-Recourse Persons”)Closing, whether by or through attempted piercing of the “corporate veil”, by or through a claim (whether in tort, contract, at law, in equity or otherwise) by or on behalf of any Party against any Non-Recourse Person, by the enforcement of any judgment, fine or penalty assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, except, in each case, pursuant to any Ancillary Agreement pursuant to, and subject to, the terms and conditions set forth herein and therein. Seller shall not make, and Seller shall not permit any Seller Related Party to make, any claim or otherwise. The Non-Recourse Persons shall be express third party beneficiaries 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 7.8(b) as if expressly party thereto7.5(c). (cd) Notwithstanding Section 7.8(a)Seller and Purchaser agree that the limits imposed on remedies with respect to this Agreement and the transactions contemplated hereby constitute an integral part of the consideration provided to Seller hereunder, nothing contained were specifically bargained for between sophisticated parties and their respective counsel and were specifically taken into account in this Section 7.8 shall prevent any Party from seeking and obtaining injunctive relief against the other Party’s activities in breach determination of this Agreementthe amounts to be paid to Seller hereunder.

Exclusive Remedy; No Recourse. (a) The Parties Purchaser and Parent acknowledge and agree that, except (i) in connection with Actual Fraud, (ii) with respect to the case of fraud or intentional misrepresentation, or matters covered by Section 2.4 through 2.6 and (iii) for separate or standalone indemnification or other remedies under the Transaction DocumentsParties’ right to seek and obtain any equitable relief pursuant to Section 11.11, from and after the Closing, their the indemnification provisions of Sections 10.2 and 10.3 shall be the sole and exclusive remedy remedies of Parent and Purchaser for any Liabilities or Losses (including any Liabilities or Losses from claims for breach of contract, warranty, tortious conduct (including negligence) or otherwise and whether predicated on common law, statute, strict liability or otherwise) that either Party may at any time suffer or incur, or become subject to, as a result of, or in connection with respect the Transactions or the other transactions contemplated hereby, including any breach of any representation, warranty, covenant or agreement in this Agreement or the Local Share Transfer Agreements (but excluding the other Ancillary Agreements and the Confidentiality Agreement). Without limiting the generality of the foregoing, Purchaser hereby irrevocably waives any right of rescission it may otherwise have or to any and all claims relating which it may become entitled. Notwithstanding anything to the subject matter contrary herein, (x) Purchaser acknowledges and agrees that it is relying exclusively on, and its sole recourse for any actual or alleged breach of this Agreement shall be pursuant to any representation or warranty (other than the indemnification provisions Parent Fundamental Representations) set forth in this Article VII; providedAgreement (or any certificate or other document delivered hereunder, howeverexcluding the Stockholder Agreement) will be, the Purchaser R&W Insurance Policy and (y) Parent acknowledges and agrees that nothing herein shall limit it is relying exclusively on, and its sole recourse for any actual or alleged breach of any representation or warranty (other than the rights of a Party Purchaser Fundamental Representations) set forth in this Agreement (or any certificate or other document delivered hereunder, excluding the Liquidity and Information Rights Agreement) will be, any representations and warranties insurance policy that Parent elects to seek and obtain injunctive relief in accordance with Section 10.5 or to pursue claims pursuant obtain. (b) Notwithstanding anything to the Partnership Agreement and the Amended and Restated Registration Rights Agreement. In furtherance contrary herein, Purchaser (on behalf of the foregoingitself, the Parties hereby waive and release its Subsidiaries (including, from and after the Closing, the Transferred Entities) and its and its Subsidiaries’ respective officers, directors, employees, members, partners, stockholders, other equityholders, Representatives and agents, and their respective successors and assigns (collectively, but excluding Purchaser, the “Purchaser Related Parties”)) hereby waives, to the fullest extent permitted by Law, any and all rights, claims, claims and causes of action against, and shall have no recourse of any kind to any of Parent’s Affiliates or any of Parent’s or any of its Affiliates’ respective officers, directors, employees, members, partners, stockholders, other equity holders, Representatives or agents, and their respective successors and assigns (other than collectively, but excluding Parent, the “Parent Related Parties”) under any claim theory of fraud law or intentional misrepresentationequity, including under any control person liability theory, for any Losses relating to or for separate arising from any actual or standalone indemnification alleged breach of any representation, warranty, covenant or agreement set forth in this Agreement (or any certificate or other remedies under document delivered hereunder) or in connection with this Agreement or the Transaction DocumentsTransactions or the other 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), with respect to the subject matter of this Agreement, they may have against the other Partiesownership, their respective Affiliates and the respective officersoperation, directorsmanagement, managers, employees, members, agents, and Representatives use or control of the foregoing arising under Business or based upon any Law, except pursuant to the indemnification provisions set forth in this Article VII. (b) Except as otherwise expressly set forth in this Agreement, any other Transaction Document or in any certificate delivered pursuant hereto or thereto, each of the Parties, on behalf of itself and its Affiliates, covenants, agrees and acknowledges that (i) no Person other than the express Parties hereto or thereto shall have any obligation or Liability hereunder or under any Transaction Document or under any certificate delivered pursuant hereto or thereto, and (ii) the Parties and their Affiliates and Representatives shall have no rights of recovery in respect hereof or thereof against, no recourse in respect hereof or thereof shall be had against, and no personal Liability in respect hereof or thereof shall attach to any Partnership Entity (other than any party to any of the Transaction Documents Transferred Entities prior to the extent of its obligations thereunder to the other parties thereto or express third party beneficiaries thereof) or any formerClosing, current or future Affiliate, general or limited partner, member, equity-holder, Representative, director, officer, agent, manager, assignee or employee of any Party, of any Partnership Entity, or of any Affiliate of any of the foregoing (other than any party to any of the Transaction Documents, to the extent of its obligations thereunder), or any of their respective successors assets or permitted assignees (excluding liabilities, or any party to any Transaction Document, actions or omissions at or prior to the extent of its obligations thereunder to the other parties thereto or express third party beneficiaries thereof, collectively, “Non-Recourse Persons”)Closing, whether by or through attempted piercing of the “corporate veil”, by or through a claim (whether in tort, contract, at law, in equity or otherwise) by or on behalf of any Party against any Non-Recourse Person, by the enforcement of any judgment, fine or penalty assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, or otherwise. The Non-Recourse Persons shall be express third party beneficiaries of this Section 7.8(b) as if expressly party thereto. (c) Notwithstanding Section 7.8(aanything to the contrary herein, Parent (on behalf of the itself and the Parent Related Parties) hereby waives, to the fullest extent permitted by Law, any and all rights, claims and causes of action against, and shall have no recourse of any kind to any of the Purchaser Related Parties (other than any party to the Support Agreements), nothing contained under any theory of law or equity, including under any control person liability theory, for any Losses relating to or arising from any actual or alleged breach of any representation, warranty, covenant or agreement set forth in this Section 7.8 shall prevent Agreement (or any Party from seeking and obtaining injunctive relief against certificate or other document delivered hereunder) or in connection with this Agreement or the Transactions or the other Party’s activities 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) or the subject matter of this Agreement, 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. (d) Parent and Purchaser agree that the limits imposed on remedies with respect to this Agreement and the transactions contemplated hereby constitute an integral part of the consideration provided to Parent hereunder, were specifically bargained for between sophisticated parties and their respective counsel and were specifically taken into account in the determination of the amounts to be paid to Parent hereunder.

Exclusive Remedy; No Recourse. (a) The Parties Purchaser and Parent acknowledge and agree that, except (i) in connection with Actual Fraud, (ii) with respect to the case matters covered by Section 2.5 through 2.7, (iii) as provided by Section 5.1, Section 5.5(c), Section 5.9(a), Section 5.10(c), Section 5.17, Section 5.23(c) and (b), Section 6.7, and the second to last sentence of fraud or intentional misrepresentationSection 5.15(d), or (iv) as provided by Section 5.24, and (v) for separate or standalone indemnification or other remedies under the Transaction Documentsparties’ right to seek and obtain any equitable relief pursuant to Section 11.11, from and after the Closing, their the indemnification provisions of Section 10.2 and Section 10.3 shall be the sole and exclusive remedy remedies of Parent and Purchaser for any Liabilities or Losses (including any Liabilities or Losses from claims for breach of contract, warranty, tortious conduct (including negligence) or otherwise and whether predicated on common law, statute, strict liability or otherwise) that either party may at any time suffer or incur, or become subject to, as a result of, or in connection with respect to the Sale or the other transactions contemplated hereby, including any and all claims relating to the subject matter breach of any representation, warranty, covenant or agreement in this Agreement shall be pursuant to or the indemnification provisions set forth in this Article VII; provided, however, that nothing herein shall limit Local Share Transfer Agreements (but excluding the rights of a Party to seek and obtain injunctive relief in accordance with Section 10.5 or to pursue claims pursuant to the Partnership Agreement other Ancillary Agreements and the Amended and Restated Registration Rights Confidentiality Agreement). In furtherance Without limiting the generality of the foregoing, Purchaser hereby irrevocably waives any right of rescission it may otherwise have or to which it may become entitled. (b) Notwithstanding anything to the Parties hereby waive and release contrary herein, Purchaser, on behalf of itself, its Affiliates (including, from and after the Closing, the Transferred Entities) and its and its Affiliates’ respective officers, directors, employees, members, partners, stockholders, other equity holders, representatives and agents, and their respective successors and assigns (collectively, but excluding Purchaser, the “Purchaser Related Parties”) hereby waives, to the fullest extent permitted by Law, any and all rights, claims, claims and causes of action against, and shall have no recourse of any kind to any of Parent’s Affiliates or any of Parent’s or any of its Affiliates’ respective officers, directors, employees, members, partners, stockholders, equity holders, representatives or agents, and their respective successors and assigns (other than collectively, but excluding Parent, the “Parent Related Parties”) under any claim theory of fraud law or intentional misrepresentationequity, including under any control person liability theory, for any Losses relating to or for separate arising from any actual or standalone indemnification alleged breach of any representation, warranty, covenant or agreement set forth in this Agreement (or any certificate or other remedies under document delivered hereunder) or in connection with this Agreement or the Transaction DocumentsSale or the other 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), with respect to the subject matter of this Agreement, they may have against the other Partiesownership, operation, management, use or control of the Business or any of the Transferred Entities prior to the Closing, any of their respective Affiliates and the respective officersassets or liabilities, directors, managers, employees, members, agents, and Representatives of the foregoing arising under or based upon any Law, except pursuant actions or omissions at or prior to the indemnification provisions set forth in this Article VIIClosing, 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. (bc) Except as otherwise expressly set forth in this AgreementNotwithstanding anything to the contrary herein, any other Transaction Document or in any certificate delivered pursuant hereto or thereto, each of the PartiesParent, on behalf of itself and its Affiliatesthe Parent Related Parties hereby waives, covenantsto the fullest extent permitted by Law, agrees any and acknowledges that (i) no Person other than the express Parties hereto or thereto shall have any obligation or Liability hereunder or under any Transaction Document or under any certificate delivered pursuant hereto or theretoall rights, claims and causes of action against, and (ii) the Parties and their Affiliates and Representatives shall have no rights recourse of recovery in respect hereof or thereof against, no recourse in respect hereof or thereof shall be had against, and no personal Liability in respect hereof or thereof shall attach to any Partnership Entity (other than any party kind to any of the Transaction Documents Purchaser Related Parties under any theory of law or equity, including under any control person liability theory, for any Losses 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 extent of its obligations thereunder to Sale or the other parties thereto transactions contemplated hereby, including by virtue of or express third party beneficiaries thereof) based upon any alleged misrepresentation or any former, current inaccuracy in or future Affiliate, general or limited partner, member, equity-holder, Representative, director, officer, agent, manager, assignee or employee of any Party, of any Partnership Entity, or of any Affiliate breach of any of the foregoing representations, warranties, covenants or obligations set forth in this Agreement (or any certificate or other than any party to any of the Transaction Documents, to the extent of its obligations thereunderdocument delivered hereunder), or the subject matter of this Agreement, any of their respective successors assets or permitted assignees (excluding liabilities, or any party to any Transaction Document, actions or omissions at or prior to the extent of its obligations thereunder to the other parties thereto or express third party beneficiaries thereof, collectively, “Non-Recourse Persons”)Closing, whether by or through attempted piercing of the “corporate veil”, by or through a claim (whether in tort, contract, at law, in equity or otherwise) by or on behalf of any Party against any Non-Recourse Person, by the enforcement of any judgment, fine or penalty assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, except, in each case, pursuant to the Equity Commitment Letter, the Limited Guaranty or otherwise. The Non-Recourse Persons shall be express third party beneficiaries of this Section 7.8(b) as if expressly party theretoany other Ancillary Agreement pursuant to, and subject to, the terms and conditions set forth herein and therein. (cd) Notwithstanding Section 7.8(a)Parent and Purchaser agree that the limits imposed on remedies with respect to this Agreement and the transactions contemplated hereby constitute an integral part of the consideration provided to Parent hereunder, nothing contained were specifically bargained for between sophisticated parties and their respective counsel and were specifically taken into account in this Section 7.8 shall prevent any Party from seeking and obtaining injunctive relief against the other Party’s activities in breach determination of this Agreementthe amounts to be paid to Parent hereunder.

Exclusive Remedy; No Recourse. (a) The Parties Purchaser and Seller acknowledge and agree that, except (i) in connection with Actual Fraud, (ii) with respect to the case of fraud or intentional misrepresentationmatters covered by Section 2.7, or (iii) Seller’s right to indemnification under Section 5.5(b), Section 5.8, and Section 5.9(e), (iv) Purchaser’s right to indemnification under Section 5.5(b), (v) for separate or standalone indemnification or other remedies the Parties’ right to seek and obtain any equitable relief pursuant to Section 10.11, and (vi) for claims under the Transaction DocumentsR&W Insurance Policy, from and after the Closing, their the indemnification provisions of Section 7.2 and Section 7.3 shall be the sole and exclusive remedy remedies of Seller and Purchaser for any Liabilities or Losses (including any Liabilities or Losses from claims for breach of contract, warranty, tortious conduct (including negligence) or otherwise and whether predicated on common law, statute, strict liability or otherwise) that either Party may at any time suffer or incur, or become subject to, as a result of, or in connection with respect to the transactions contemplated by this Agreement, including any and all claims relating to the subject matter breach of this Agreement shall be pursuant to the indemnification provisions set forth any representation, warranty, covenant or agreement in this Article VIIAgreement; provided, however, that nothing herein contained in this Section 7.5(a) shall limit release, waive, discharge, relinquish or otherwise affect the rights or obligations of a Party any Person under this Agreement (including pursuant to seek this Article VII) or any Ancillary Agreement or any Contract entered into following the Closing. Without limiting the generality of the foregoing, Purchaser hereby irrevocably waives any right of rescission it may otherwise have or to which it may become entitled. Notwithstanding anything to the contrary herein and obtain injunctive relief except as the result of or related to Actual Fraud, Purchaser acknowledges and agrees that it is relying exclusively on, and its sole recourse for any actual or alleged breach of any representation or warranty set forth in this Agreement (or an certificate of other document delivered hereunder) will be, the R&W Insurance Policy and the R&W Indemnity (in accordance with Section 10.5 or 7.2(a), and subject to pursue claims the limitations set forth in Section 7.2(c)); provided, that the R&W Insurance Policy shall be Purchaser’s first source of recourse for any Liabilities of Seller for indemnification pursuant to Article VII and in no event shall any Purchaser Indemnified Party have the Partnership Agreement right to recover any Losses pursuant to Article VII (other with respect to amounts pursuant to Section 7.2(a)(iii)) directly from Seller if the R&W Insurance Policy is available in respect of such Losses. (b) Purchaser, on behalf of itself, its Affiliates and the Amended its and Restated Registration Rights Agreement. In furtherance of the foregoingtheir 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 Parties Purchaser) the “Purchaser Related Parties”) hereby waive and release from and after the Closingwaives, to the fullest extent permitted by Law, any and all rights, claims, 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 (other than excluding for all purposes herein, the Seller and Seller Subsidiaries) (such released Persons, the “Releasees”), and hereby releases and forever discharges, and shall have no recourse of any claim kind to, the Releasees, in each case, under any theory of fraud law or intentional misrepresentationequity, or for separate or standalone indemnification or other remedies including under the Transaction Documents)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, they may have against the other Partiesownership, their respective Affiliates and the respective officersoperation, directorsmanagement, managers, employees, members, agents, and Representatives use or control of the foregoing arising under Acquired Assets or based upon any Law, except pursuant the Business prior to the indemnification provisions set forth in this Article VII. (b) Except as otherwise expressly set forth in this AgreementClosing, any other Transaction Document or in any certificate delivered pursuant hereto or thereto, each of the Parties, on behalf of itself and its Affiliates, covenants, agrees and acknowledges that (i) no Person other than the express Parties hereto or thereto shall have any obligation or Liability hereunder or under any Transaction Document or under any certificate delivered pursuant hereto or thereto, and (ii) the Parties and their Affiliates and Representatives shall have no rights of recovery in respect hereof or thereof against, no recourse in respect hereof or thereof shall be had against, and no personal Liability in respect hereof or thereof shall attach to any Partnership Entity (other than any party to any of the Transaction Documents to the extent of its obligations thereunder to the other parties thereto or express third party beneficiaries thereof) or any former, current or future Affiliate, general or limited partner, member, equity-holder, Representative, director, officer, agent, manager, assignee or employee of any Party, of any Partnership Entity, or of any Affiliate of any of the foregoing (other than any party to any of the Transaction Documents, to the extent of its obligations thereunder), or any of their respective successors assets or permitted assignees (excluding liabilities, or any party to any Transaction Document, actions or omissions at or prior to the extent of its obligations thereunder to the other parties thereto or express third party beneficiaries thereof, collectively, “Non-Recourse Persons”)Closing, whether by or through attempted piercing of the “corporate veil”, by or through a claim (whether in tort, contract, at law, in equity or otherwise) by or on behalf of any Party against any Non-Recourse Person, by the enforcement of any judgment, fine or penalty assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law. Purchaser shall not make, and Purchaser shall not permit any Purchaser Related Party to make, any claim or demand, or otherwise. The Non-Recourse Persons shall be express third party beneficiaries commence any proceeding asserting any claim or demand, including any claim of contribution or any indemnification, against any of the Releasees with respect to any Losses or Liabilities released pursuant to this Section 7.8(b) as if expressly party thereto7.5(b). (c) Notwithstanding Section 7.8(a)Seller and Purchaser agree that the limits imposed on remedies with respect to this Agreement and the transactions contemplated hereby constitute an integral part of the consideration provided to Seller hereunder, nothing contained were specifically bargained for between sophisticated parties and their respective counsel and were specifically taken into account in this Section 7.8 shall prevent any Party from seeking and obtaining injunctive relief against the other Party’s activities in breach determination of this Agreementthe amounts to be paid to Seller hereunder.

Exclusive Remedy; No Recourse. (a) The Parties Purchaser and Seller acknowledge and agree that, except (i) in connection with Actual Fraud, (ii) with respect to the case of fraud or intentional misrepresentationmatters covered by Section 2.7, or (iii) Seller’s right to indemnification under Section 5.8, and Section 5.9(d) and (iv) for separate or standalone indemnification or other remedies under the Transaction DocumentsParties’ right to seek and obtain any equitable relief pursuant to Section 10.11, from and after the Closing, their the indemnification provisions of Section 7.2 and Section 7.3 shall be the sole and exclusive remedy remedies of Seller and Purchaser for any Liabilities or Losses (including any Liabilities or Losses from claims for breach of contract, warranty, tortious conduct (including negligence) or otherwise and whether predicated on common law, statute, strict liability or otherwise) that either Party may at any time suffer or incur, or become subject to, as a result of, or in connection with respect the transactions contemplated by this Agreement, including any breach of any representation, warranty, covenant or agreement in this Agreement. Without limiting the generality of the foregoing, Purchaser hereby irrevocably waives any right of rescission it may otherwise have or to any and all claims relating which it may become entitled. Notwithstanding anything to the subject matter contrary herein, Purchaser acknowledges and agrees that it is relying exclusively on, and its sole recourse for any actual or alleged breach of this Agreement shall be pursuant to the indemnification provisions any representation or warranty set forth in this Article VII; providedAgreement (or any certificate of other document delivered hereunder) will be, howeverthe R&W Insurance Policy. For the avoidance of doubt, that nothing herein in this Agreement shall in any way limit the rights of a Party to seek and obtain injunctive relief in accordance with Section 10.5 Purchaser from making any claims or to pursue claims pursuant to the Partnership Agreement and the Amended and Restated Registration Rights Agreement. In furtherance of the foregoing, the Parties hereby waive and release from and after the Closing, to the fullest extent permitted by Law, receiving any and all rights, claims, and causes of action (other than any claim of fraud or intentional misrepresentation, or for separate or standalone indemnification or other remedies recoveries under the Transaction Documents)R&W Insurance Policy, with respect to the subject matter of whether for breaches under this Agreement, they may have against the other Parties, their respective Affiliates and the respective officers, directors, managers, employees, members, agents, and Representatives of the foregoing arising under Agreement or based upon any Law, except pursuant to the indemnification provisions set forth in this Article VII. (b) Except as otherwise expressly set forth in this Agreement, any other Transaction Document or in any certificate delivered pursuant hereto or thereto, each of claim that may be permitted to be made under the Parties, on behalf of itself and its Affiliates, covenants, agrees and acknowledges that (i) no Person other than the express Parties hereto or thereto shall have any obligation or Liability hereunder or under any Transaction Document or under any certificate delivered pursuant hereto or thereto, and (ii) the Parties and their Affiliates and Representatives shall have no rights of recovery in respect hereof or thereof against, no recourse in respect hereof or thereof shall be had against, and no personal Liability in respect hereof or thereof shall attach to any Partnership Entity (other than any party to any of the Transaction Documents to the extent of its obligations thereunder to the other parties thereto or express third party beneficiaries thereof) or any former, current or future Affiliate, general or limited partner, member, equity-holder, Representative, director, officer, agent, manager, assignee or employee of any Party, of any Partnership Entity, or of any Affiliate of any of the foregoing (other than any party to any of the Transaction Documents, to the extent of its obligations thereunder), or any of their respective successors or permitted assignees (excluding any party to any Transaction Document, to the extent of its obligations thereunder to the other parties thereto or express third party beneficiaries thereof, collectively, “Non-Recourse Persons”), whether by or through attempted piercing of the “corporate veil”, by or through a claim (whether in tort, contract, at law, in equity or otherwise) by or on behalf of any Party against any Non-Recourse Person, by the enforcement of any judgment, fine or penalty or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, or otherwise. The Non-Recourse Persons shall be express third party beneficiaries of this Section 7.8(b) as if expressly party theretoR&W Insurance Policy. (c) Notwithstanding Section 7.8(a), nothing contained in this Section 7.8 shall prevent any Party from seeking and obtaining injunctive relief against the other Party’s activities in breach of this Agreement.

Exclusive Remedy; No Recourse. (a) The Parties acknowledge and agree that, except (i) in connection with Actual Fraud, (ii) with respect to the case of fraud matters covered by Sections 2.5 through 2.7, Section 5.9, Section 5.17, Section 5.21, Section 7.6 or intentional misrepresentation, or Section 11.16 and (iii) for separate or standalone indemnification or other remedies under the Transaction DocumentsParties’ right to seek and obtain any equitable relief pursuant to Section 11.11, from and after the Closing, their the indemnification provisions of Sections 10.2 and 10.3 shall be the sole and exclusive remedy remedies of the Parties for any Liabilities or Losses (including any Liabilities or Losses from claims for breach of contract, warranty, tortious conduct (including negligence) or otherwise and whether predicated on common law, statute, strict liability or otherwise) that any Party may at any time suffer or incur, as a result of or in connection with respect any breach of any representation, warranty, covenant or agreement in this Agreement (but, for the avoidance of doubt, excluding the Ancillary Agreements and the Confidentiality Agreement). Without limiting the generality of the foregoing, each of Purchaser and Purchaser Guarantor hereby irrevocably waives any right of rescission it may otherwise have or to any and all claims relating which it may become entitled. Notwithstanding anything to the subject matter contrary herein, each of this Agreement shall be pursuant to the indemnification provisions Purchaser and Purchaser Guarantor acknowledges and agrees that it is relying exclusively on, and its sole recourse for any actual or alleged breach of any representation or warranty (other than in connection with any Actual Fraud) set forth in this Article VII; provided, however, that nothing herein shall limit the rights of a Party to seek and obtain injunctive relief in accordance with Section 10.5 Agreement (or to pursue claims pursuant to the Partnership Agreement and the Amended and Restated Registration Rights Agreement. In furtherance of the foregoingany certificate or other document delivered hereunder) will be, the Parties hereby waive and release from and after the Closing, to the fullest extent permitted by Law, any and all rights, claims, and causes of action R&W Insurance Policy (other than any claim of fraud or intentional misrepresentation, or for separate or standalone indemnification or other remedies under the Transaction Documentsif any), with respect to the subject matter of this Agreement, they may have against the other Parties, their respective Affiliates and the respective officers, directors, managers, employees, members, agents, and Representatives of the foregoing arising under or based upon any Law, except pursuant to the indemnification provisions set forth in this Article VII. (b) Except as otherwise expressly set forth in The Parties agree that the limits imposed on remedies with respect to this Agreement, any other Transaction Document or in any certificate delivered pursuant hereto or thereto, each Agreement and the transactions contemplated hereby constitute an integral part of the Partiesconsideration provided to Parent hereunder, on behalf of itself and its Affiliates, covenants, agrees and acknowledges that (i) no Person other than the express Parties hereto or thereto shall have any obligation or Liability hereunder or under any Transaction Document or under any certificate delivered pursuant hereto or thereto, and (ii) the Parties were specifically bargained for between sophisticated parties and their Affiliates respective counsel and Representatives shall have no rights of recovery were specifically taken into account in respect hereof or thereof against, no recourse in respect hereof or thereof shall be had against, and no personal Liability in respect hereof or thereof shall attach to any Partnership Entity (other than any party to any the determination of the Transaction Documents amounts to the extent of its obligations thereunder be paid to the other parties thereto or express third party beneficiaries thereof) or any former, current or future Affiliate, general or limited partner, member, equity-holder, Representative, director, officer, agent, manager, assignee or employee of any Party, of any Partnership Entity, or of any Affiliate of any of the foregoing (other than any party to any of the Transaction Documents, to the extent of its obligations thereunder), or any of their respective successors or permitted assignees (excluding any party to any Transaction Document, to the extent of its obligations thereunder to the other parties thereto or express third party beneficiaries thereof, collectively, “Non-Recourse Persons”), whether by or through attempted piercing of the “corporate veil”, by or through a claim (whether in tort, contract, at law, in equity or otherwise) by or on behalf of any Party against any Non-Recourse Person, by the enforcement of any judgment, fine or penalty or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, or otherwise. The Non-Recourse Persons shall be express third party beneficiaries of this Section 7.8(b) as if expressly party theretoParent hereunder. (c) Notwithstanding Section 7.8(a), nothing contained in this Section 7.8 shall prevent any Party from seeking and obtaining injunctive relief against the other Party’s activities in breach of this Agreement.