Common use of Limitation; Acknowledgement Clause in Contracts

Limitation; Acknowledgement. (a) Notwithstanding anything to the contrary in this Amended Agreement, in no event shall Purchaser be required or obligated to pay the Regulatory Termination Fee on more than one occasion. For the avoidance of doubt, notwithstanding anything to the contrary herein, under no circumstances shall Seller be permitted or entitled to receive (i) any monetary damages or the Regulatory Termination Fee in the event that Seller obtains a grant of specific performance of the obligation to close as contemplated by Section 12.13 and the Closing subsequently occurs or (ii) any monetary damages and the Regulatory Termination Fee; provided that, for clarity, nothing herein shall reduce, diminish or otherwise modify Seller’s indemnification rights set forth in Article XI. (b) The parties acknowledge and agree that the Regulatory Termination Fee and the other provisions of this Article X are an integral part of the transactions contemplated hereby and without these agreements, Seller and Purchaser would not enter into this Amended Agreement.

Limitation; Acknowledgement. (a) Notwithstanding anything to the contrary in this Amended Agreement, in no event shall Purchaser be required or obligated to pay the Regulatory Termination Fee on more than one occasion. For the avoidance of doubt, notwithstanding anything to the contrary herein, under no circumstances shall Seller be permitted or entitled to receive (i) any monetary damages or the Regulatory Termination Fee in the event that Seller obtains a grant of specific performance of the obligation to close as contemplated by Section 12.13 and the Closing subsequently occurs or (ii) any monetary damages and the Regulatory Termination Fee; provided that, for clarity, nothing herein shall reduce, diminish or otherwise modify Seller’s indemnification rights set forth in Article XI. (b) The parties acknowledge and agree that the Regulatory Termination Fee and the other provisions of this Article X are an integral part of the transactions contemplated hereby and without these agreements, Seller and Purchaser would not enter into this Amended Agreement.