Liability; Specific Performance Clause Samples

Liability; Specific Performance. (a) Each party agrees that, notwithstanding anything in this Agreement to the contrary, (i) to the extent a party has incurred losses or damages in connection with this Agreement, (A) the maximum aggregate liability of the other party for such losses or damages shall be limited to $14,500,000 and any amounts owed by such other party pursuant to Section 5.5(g), (B) in no event shall such party seek to recover any money damages in excess of such amount from the other party, and (C) the maximum liability of each Investor, directly or indirectly, shall be limited to the express obligations of such Investor under its Limited Guarantee entered into as of the date hereof with the Company (in each case, the “Limited Guarantee”), and (ii) in no event shall either party seek to recover any money damages in excess of the foregoing from the other party, any Investor or their respective former, current or future direct or indirect stockholders, members, managers, general or limited partners or Affiliates, or any former, current or future officers, directors, employees, agents or representatives of any of the foregoing in connection therewith. Upon payment of the Termination Fee by Purchaser or Company in accordance with Section 5.5, none of Purchaser, Company, nor any former, current or future direct or indirect stockholder, member, manager, general or limited partner or Affiliate of Purchaser or Company, nor any former, current or future officer, director, employee, agent or representative of any of the foregoing shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated by this Agreement for all losses and damages arising from or in connection with breaches of this Agreement by Purchaser or Company or otherwise relating to or arising out of this Agreement or the transactions contemplated by this Agreement and upon payment of such amount, Purchaser or Company, as the case may be, shall not have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated hereby and in no event, whether or not this Agreement shall have been terminated, shall either party be entitled to monetary damages in excess of the amount of the $14,500,000 in the aggregate, inclusive of the Termination Fee, if applicable, for all losses and damages arising from or in connection with breaches of this Agreement by the other party or otherwise relating to or arising out of this Agree...