Common use of Exclusive Remedy of Parent Clause in Contracts

Exclusive Remedy of Parent. Subject to ‎Section 11.11, Parent’s right to terminate this Agreement and receive the Company Termination Fee pursuant to ‎Section 11.04(b) and any other costs and expenses under ‎Section 11.04(c) (subject to their terms, conditions and limitations) shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) of any member of the Parent Group against any member of the Company Group for any loss or damage suffered as a result of any breach of any representation, warranty, covenant or agreement (whether willfully, intentionally, unintentionally or otherwise) or failure to perform hereunder (whether willfully, intentionally, unintentionally or otherwise) or other failure of the Merger or the Transactions to be consummated (whether willfully, intentionally, unintentionally or otherwise). Neither the Company nor any other member of the Company Group shall have any liability for monetary damages of any kind or nature or arising in any circumstance in connection with this Agreement or any of the Transactions other than the payment by the Company of the Company Termination Fee pursuant to ‎Section 11.04(b) and the other costs and expenses under ‎Section 11.04(c), and in no event shall any of Parent, Merger Subsidiary or any other member of the Parent Group seek, or permit to be sought, on behalf of any member of the Parent Group, any monetary damages from any member of the Company Group in connection with this Agreement or any of the Transactions, other than (without duplication) from the Company to the extent provided in ‎Section 11.04.

Exclusive Remedy of Parent. Subject to ‎Section 11.11, Parent’s right to terminate this Agreement and In the event that Parent or its designee shall receive full payment of the Company Termination Fee pursuant to ‎Section 11.04(bthe terms of this Agreement: (i) and any other costs and expenses under ‎Section 11.04(c) (subject to their terms, conditions and limitations) the receipt of the Company Termination Fee shall be the sole and exclusive remedy of Parent and Acquisition Sub against the Company and its subsidiaries and any of their respective former, current or future officers, directors, partners, stockholders, managers, members or Affiliates (collectively, the “Company Related Parties”) for any loss suffered as a result of the failure of the Merger to be consummated or for a breach or failure to perform hereunder or otherwise, upon payment of such amount(s), (ii) none of the Company Related Parties shall have any further liability or obligation (whether at law, in equity, in contract, in tort or otherwise) relating to or arising out of any member of this Agreement or the Parent Group against any member of transactions contemplated by this Agreement, (iii) the Company Group Termination Fee shall be deemed to be liquidated damages for any loss and all losses or damage damages suffered as a result or incurred by Parent, Acquisition Sub, any of any breach of any representation, warranty, covenant their respective Affiliates or agreement (whether willfully, intentionally, unintentionally or otherwise) or failure to perform hereunder (whether willfully, intentionally, unintentionally or otherwise) or other failure of the Merger or the Transactions to be consummated (whether willfully, intentionally, unintentionally or otherwise). Neither the Company nor any other member of the Company Group shall have any liability for monetary damages of any kind or nature or arising in any circumstance person in connection with this Agreement (and the termination hereof), the transactions contemplated hereby (and the abandonment thereof) or any of matter forming the Transactions other than the payment by the Company of the Company Termination Fee pursuant to ‎Section 11.04(b) and the other costs and expenses under ‎Section 11.04(c)basis for such termination, and in no event shall any (iv) none of Parent, Merger Subsidiary Acquisition Sub, any of their respective Affiliates or any other member of the Parent Group seekperson shall be entitled to bring or maintain any claim, action or permit to be soughtproceeding (whether at law, on behalf of any member of the Parent Groupin equity, any monetary damages from any member of in contract, in tort or otherwise) against the Company Group Related Parties arising out of or in connection with this Agreement or Agreement, any of the Transactionstransactions contemplated hereby or any matters forming the basis for such termination; provided, other than (without duplicationhowever, that nothing in this Section 8.4(a) from shall limit the Company to the extent provided in ‎Section 11.04rights of Parent and Acquisition Sub under Section 9.10.