Common use of Limitation of Remedies Clause in Contracts

Limitation of Remedies. The rights of the parties for indemnification relating to this Agreement and the transactions contemplated hereby shall be strictly limited to those respectively contained in this ARTICLE IX, Section 8.11, Section 8.19, Section 10.2 and Section 10.9 and, subject to Section 8.14(e), Section 9.7 and the last sentence of this Section 9.5, such indemnification rights shall be the sole and exclusive remedies of the parties after the date hereof with respect to any matter in any way relating to this Agreement or arising in connection herewith. To the maximum extent permitted by Law, Purchaser hereby waives and shall cause its Affiliates to waive all other rights and remedies with respect to any such matter, whether under any Laws (including any right or remedy under CERCLA or any other Environmental, Health and Safety Law), at common law or otherwise, including for rescission. Except as provided by this ARTICLE IX, Section 8.11, Section 8.14(e), Section 8.19, Section 9.7, Section 10.2 and Section 10.9, no action, suit, claim, proceeding or remedy shall be brought or maintained after the date hereof by Purchaser or any of its Affiliates, including any other Purchaser Indemnitees, successors or permitted assigns against Seller or any of its Affiliates, and no recourse shall be brought or granted against Seller or any of its Affiliates, by virtue of or based upon any alleged misstatement or omission respecting an inaccuracy in or breach of any of the representations, warranties, covenants or agreements of Seller set forth or contained in this Agreement; provided, however, that nothing in this Agreement shall be deemed to prevent or restrict the bringing or maintenance of any such claim or action, or the granting of any such remedy, to the extent that the same shall have been the result of intentional fraud by any such Person (and in the event of intentional fraud, recourse shall only extend to those Persons committing intentional fraud).

Limitation of Remedies. The rights (i) Except for the warranties set forth in this Agreement or any other agreements contemplated by this Agreement or in any certificate or other writing delivered pursuant hereto and thereto, none of Sellers nor its Affiliates nor any of their respective directors, officers, employees, subsidiaries, controlling persons, agents or representatives, makes or has made, and each Seller and its Affiliates and all of their respective directors, officers, employees, subsidiaries, controlling persons, agents or representatives hereby negate and disclaim, any other warranty, written or oral, statutory, express or implied, concerning the Acquired Shares, the business, assets or liabilities of any of the parties Company, any Company Subsidiary or the transactions contemplated hereby. Without limiting the generality of the foregoing, warranties and covenants contained herein made by or on behalf of a Party are made solely and exclusively by or on behalf of a Party and not by or on behalf of such Party’s representatives (including employees) or any other person. The provisions of this Section 9.3(c)(i) are intended to be for indemnification relating the benefit of, and be enforceable by, the respective Affiliates of Sellers, and directors, officers, employees, subsidiaries, controlling persons, agents and representatives of Sellers and their Affiliates. (ii) Except to the extent provided in Section 10.13 (Specific Performance), from and after Closing, the rights expressly provided for in this ARTICLE IX shall be the exclusive remedies of the Parties and their respective officers, directors, employees, Affiliates, agents, representatives, successors and assigns for any breach or inaccuracy of any warranty or breach of or noncompliance with any covenant or agreement contained in this Agreement and the transactions contemplated hereby Parties shall not be strictly limited entitled to those respectively contained in this ARTICLE IX, Section 8.11, Section 8.19, Section 10.2 and Section 10.9 and, subject to Section 8.14(e), Section 9.7 and the last sentence a rescission of this Section 9.5, such indemnification rights shall be the sole and exclusive remedies of the parties after the date hereof with respect to any matter in any way relating to this Agreement or arising to any further indemnification or other rights or claims of any nature whatsoever (including under statute, regulation, common law, in connection herewith. To equity or for negligence) in respect thereof, all of which the maximum Parties hereto hereby waive to the fullest extent permitted by Law, Purchaser hereby waives and shall cause its Affiliates to waive all other rights and remedies with respect to any such matter, whether under any Laws (including any right or remedy under CERCLA or any other Environmental, Health and Safety Law), at common law or otherwise, including for rescission. Except as provided by this ARTICLE IX, Section 8.11, Section 8.14(e), Section 8.19, Section 9.7, Section 10.2 and Section 10.9, no action, suit, claim, proceeding or remedy shall be brought or maintained after the date hereof by Purchaser or any of its Affiliates, including any other Purchaser Indemnitees, successors or permitted assigns against Seller or any of its Affiliates, and no recourse shall be brought or granted against Seller or any of its Affiliates, by virtue of or based upon any alleged misstatement or omission respecting an inaccuracy in or breach of any of the representations, warranties, covenants or agreements of Seller set forth or contained in this Agreementlaw; provided, however, that nothing neither this Section 9.3 nor Section 9.1 shall limit the rights of any Purchaser Indemnitee for Losses in the event and to the extent of any fraud by any Seller in connection with this Agreement. For purposes of this subsection, the term “fraud” when used with respect to any particular Seller shall mean any common law fraud or any fraudulent or intentional breach of, or active concealment with respect to, any representations or warranties made by such Seller in this Agreement shall be deemed (but expressly not with respect to prevent any representation or restrict the bringing or maintenance warranty of any other Seller or the Company unless said Seller had knowledge of or active participation in such claim other Seller’s or actionthe Company’s fraud, fraudulent or intentional breach, or the granting of any such remedy, to the extent that the same shall have been the result of intentional fraud by any such Person (and in the event of intentional fraud, recourse shall only extend to those Persons committing intentional fraudactive concealment).

Limitation of Remedies. The rights (i) Except for the warranties set forth in this Agreement or any other agreements contemplated by this Agreement or in any certificate or other writing delivered pursuant hereto and thereto, none of Sellers nor its Affiliates nor any of their respective directors, officers, employees, subsidiaries, controlling persons, agents or representatives, makes or has made, and each Seller and its Affiliates and all of their respective directors, officers, employees, subsidiaries, controlling persons, agents or representatives hereby negate and disclaim, any other warranty, written or oral, statutory, express or implied, concerning the Acquired Shares, the business, assets or liabilities of any of the parties Company, any Company Subsidiary or the transactions contemplated hereby. Without limiting the generality of the foregoing, warranties and covenants contained herein made by or on behalf of a Party are made solely and exclusively by or on behalf of a Party and not by or on behalf of such Party’s representatives (including employees) or any other Person. The provisions of this Section 9.3(c)(i) are intended to be for indemnification relating the benefit of, and be enforceable by, the respective Affiliates of Sellers, and directors, officers, employees, subsidiaries, controlling persons, agents and representatives of Sellers and their Affiliates. (ii) Except to the extent provided in Section 10.14 (Specific Performance), from and after Closing, the rights expressly provided for in this Article IX shall be the exclusive remedies of the Parties and their respective officers, directors, employees, Affiliates, agents, representatives, successors and assigns for any breach or inaccuracy of any warranty or breach of or noncompliance with any covenant or agreement contained in this Agreement and the transactions contemplated hereby Parties shall not be strictly limited entitled to those respectively contained in this ARTICLE IX, Section 8.11, Section 8.19, Section 10.2 and Section 10.9 and, subject to Section 8.14(e), Section 9.7 and the last sentence a rescission of this Section 9.5, such indemnification rights shall be the sole and exclusive remedies of the parties after the date hereof with respect to any matter in any way relating to this Agreement or arising to any further indemnification or other rights or claims of any nature whatsoever (including under statute, regulation, common law, in connection herewith. To equity or for negligence) in respect thereof, all of which the maximum Parties hereto hereby waive to the fullest extent permitted by Law, Purchaser hereby waives and shall cause its Affiliates to waive all other rights and remedies with respect to any such matter, whether under any Laws (including any right or remedy under CERCLA or any other Environmental, Health and Safety Law), at common law or otherwise, including for rescission. Except as provided by this ARTICLE IX, Section 8.11, Section 8.14(e), Section 8.19, Section 9.7, Section 10.2 and Section 10.9, no action, suit, claim, proceeding or remedy shall be brought or maintained after the date hereof by Purchaser or any of its Affiliates, including any other Purchaser Indemnitees, successors or permitted assigns against Seller or any of its Affiliates, and no recourse shall be brought or granted against Seller or any of its Affiliates, by virtue of or based upon any alleged misstatement or omission respecting an inaccuracy in or breach of any of the representations, warranties, covenants or agreements of Seller set forth or contained in this Agreementlaw; provided, however, that nothing neither this Section 9.3 nor Section 9.1 shall limit the rights of any Purchaser Indemnitee for Losses in the event and to the extent of any fraud by any Seller in connection with this Agreement. For purposes of this subsection, the term “fraud” when used with respect to any particular Party shall mean any common law fraud or any fraudulent or intentional breach of, or active concealment with respect to, any representations or warranties made by such Party in this Agreement shall be deemed (but expressly not with respect to prevent any representation or restrict the bringing or maintenance warranty of any other Party unless said Party had actual knowledge of or active participation in such claim other Party’s fraud, fraudulent or actionintentional breach, or the granting of any such remedy, to the extent that the same shall have been the result of intentional fraud by any such Person (and in the event of intentional fraud, recourse shall only extend to those Persons committing intentional fraudactive concealment).

Limitation of Remedies. The rights of Notwithstanding anything to the parties for indemnification relating contrary contained in this Agreement, in the deeds or the other documents to be delivered pursuant to this Agreement and (collectively, the transactions contemplated hereby shall be strictly limited to those respectively contained in this ARTICLE IX, Section 8.11, Section 8.19, Section 10.2 and Section 10.9 and, subject to Section 8.14(e), Section 9.7 and the last sentence of this Section 9.5, such indemnification rights shall be the sole and exclusive remedies of the parties after the date hereof "Conveyance Documents") or otherwise with respect to the Properties, neither Purchaser nor Candlewood nor any matter in affiliate of Candlewood shall have any way relating to remedy (pre-Closing or post-Closing) under this Agreement or arising the Conveyance Documents against, nor shall Purchaser or Candlewood or any affiliate of Candlewood be entitled to make any recovery in connection herewith. To with this Agreement, the maximum extent permitted by Law, Purchaser hereby waives and shall cause its Affiliates to waive all other rights and remedies Conveyance Documents or otherwise with respect to the Properties from (i) any such matterSeller, whether under any Laws (including any right or remedy under CERCLA or any other Environmentalii) Candlewood Hotel Company Fund I, Health and Safety LawLLC, a Delaware limited liability company ("Candlewood Fund I"), at common law or otherwisethe sole member of each Seller, including for rescission. Except as provided by this ARTICLE IX(iii) MMBC Equity Member I, Section 8.11LLC, Section 8.14(ea Delaware limited liability company (a member of Candlewood Fund I), Section 8.19, Section 9.7, Section 10.2 and Section 10.9, no action, suit, claim, proceeding or remedy shall be brought or maintained after the date hereof by Purchaser or any of its Affiliatesaffiliates or (iv) MMBC Funding I, including any other Purchaser IndemniteesLLC, successors or permitted assigns against Seller a Delaware limited liability company (lender to Candlewood Fund I), or any of its Affiliatesaffiliates (each of the entities described in the clauses (i) through (iv), inclusive, above are hereinafter collectively referred to as the "Non-Liable Parties") and Purchaser and Candlewood hereby waive and release the Non-Liable Parties from any and all claims for liabilities or damages arising under this Agreement, the Conveyance Documents or otherwise with respect to the Properties. Candlewood hereby assumes all of the liability of the Non-Liable Parties under this Agreement, the Conveyance Documents or otherwise with respect to the Properties, and no recourse it is expressly understood that Candlewood is not a Non-Liable Party. The provisions of this Section 10.3 shall be brought or granted against Seller or any of its Affiliates, by virtue of or based upon any alleged misstatement or omission respecting an inaccuracy in or breach of any survive the execution and delivery of the representations, warranties, covenants or agreements of Seller set forth or contained in this Agreement; provided, however, that nothing in this Agreement shall be deemed to prevent or restrict the bringing or maintenance of any such claim or action, or the granting of any such remedy, to the extent that the same shall have been the result of intentional fraud by any such Person (and in the event of intentional fraud, recourse shall only extend to those Persons committing intentional fraud)Conveyance Documents.

Limitation of Remedies. The rights (i) Except for the warranties set forth in this Agreement or any other agreements contemplated by this Agreement or in any certificate or other writing delivered pursuant hereto and thereto, none of Sellers nor its Affiliates nor any of their respective directors, officers, employees, subsidiaries, controlling persons, agents or representatives, makes or has made, and each Seller and its Affiliates and all of their respective directors, officers, employees, subsidiaries, controlling persons, agents or representatives hereby negate and disclaim, any other warranty, written or oral, statutory, express or implied, concerning the Acquired Shares, the business, assets or liabilities of any of the parties Company, any Company Subsidiary or the transactions contemplated hereby. Without limiting the generality of the foregoing, warranties and covenants contained herein made by or on behalf of a Party are made solely and exclusively by or on behalf of a Party and not by or on behalf of such Party’s representatives (including employees) or any other Person. The provisions of this Section 9.3(c)(i) are intended to be for indemnification relating the benefit of, and be enforceable by, the respective Affiliates of Sellers, and directors, officers, employees, subsidiaries, controlling persons, agents and representatives of Sellers and their Affiliates. 77 (ii) Except to the extent provided in Section 10.14 (Specific Performance), from and after Closing, the rights expressly provided for in this Article IX shall be the exclusive remedies of the Parties and their respective officers, directors, employees, Affiliates, agents, representatives, successors and assigns for any breach or inaccuracy of any warranty or breach of or noncompliance with any covenant or agreement contained in this Agreement and the transactions contemplated hereby Parties shall not be strictly limited entitled to those respectively contained in this ARTICLE IX, Section 8.11, Section 8.19, Section 10.2 and Section 10.9 and, subject to Section 8.14(e), Section 9.7 and the last sentence a rescission of this Section 9.5, such indemnification rights shall be the sole and exclusive remedies of the parties after the date hereof with respect to any matter in any way relating to this Agreement or arising to any further indemnification or other rights or claims of any nature whatsoever (including under statute, regulation, common law, in connection herewith. To equity or for negligence) in respect thereof, all of which the maximum Parties hereto hereby waive to the fullest extent permitted by Law, Purchaser hereby waives and shall cause its Affiliates to waive all other rights and remedies with respect to any such matter, whether under any Laws (including any right or remedy under CERCLA or any other Environmental, Health and Safety Law), at common law or otherwise, including for rescission. Except as provided by this ARTICLE IX, Section 8.11, Section 8.14(e), Section 8.19, Section 9.7, Section 10.2 and Section 10.9, no action, suit, claim, proceeding or remedy shall be brought or maintained after the date hereof by Purchaser or any of its Affiliates, including any other Purchaser Indemnitees, successors or permitted assigns against Seller or any of its Affiliates, and no recourse shall be brought or granted against Seller or any of its Affiliates, by virtue of or based upon any alleged misstatement or omission respecting an inaccuracy in or breach of any of the representations, warranties, covenants or agreements of Seller set forth or contained in this Agreementlaw; provided, however, that nothing neither this Section 9.3 nor Section 9.1 shall limit the rights of any Purchaser Indemnitee for Losses in the event and to the extent of any fraud by any Seller in connection with this Agreement. For purposes of this subsection, the term “fraud” when used with respect to any particular Party shall mean any common law fraud or any fraudulent or intentional breach of, or active concealment with respect to, any representations or warranties made by such Party in this Agreement shall be deemed (but expressly not with respect to prevent any representation or restrict the bringing or maintenance warranty of any other Party unless said Party had actual knowledge of or active participation in such claim other Party’s fraud, fraudulent or actionintentional breach, or the granting of any such remedy, to the extent that the same shall have been the result of intentional fraud by any such Person (and in the event of intentional fraud, recourse shall only extend to those Persons committing intentional fraudactive concealment).

Limitation of Remedies. The Except as provided in Section 10.4, or in connection with the determination of Closing Net Working Capital and the calculation of the Purchase Price pursuant to Section 4.4 or in instances of Fraud, the rights of the parties for indemnification relating to this Agreement and or the transactions contemplated hereby by this Agreement shall be strictly limited to those respectively contained in this ARTICLE IX, Section 8.11, Section 8.19, Section 10.2 and Section 10.9 Article 11 and, subject to Section 8.14(e), Section 9.7 and the second to last sentence of this Section 9.511.6 and except with respect to equitable relief, such indemnification rights shall be the sole and exclusive remedies of the parties after subsequent to the date hereof Closing Date with respect to any matter in any way relating to this Agreement or arising in connection herewith. To Except as provided in Section 10.4, to the maximum extent permitted by Law, Purchaser and the Company hereby waives waive and shall cause its their respective Affiliates to waive all other rights and remedies with respect to any such matter, whether under any Laws (including any right or remedy under CERCLA or any other Environmental, Health and Safety Law), at common law or otherwise, including for rescission. Except as provided by this ARTICLE IX, Section 8.11, Section 8.14(e), Section 8.19, Section 9.7, Section 10.2 and Section 10.9, no action, suit, claim, proceeding or remedy shall be brought or maintained after the date hereof by Purchaser or any of its Affiliates, including any other Purchaser Indemnitees, successors or permitted assigns against Seller or any of its Affiliates, and no recourse shall be brought or granted against Seller or any of its Affiliates, by virtue of or based upon any alleged misstatement or omission respecting an inaccuracy in or breach of any of the representations, warranties, covenants or agreements of Seller set forth or contained in this Agreement; provided, however, that nothing Nothing in this Agreement shall be deemed to prevent or restrict the bringing or maintenance of any such claim or action, or the granting of any such remedy, to the extent that the same shall have been the result of intentional fraud by any such Person (Fraud, and in the event of intentional fraudFraud, recourse shall only extend to those Persons committing intentional fraudFraud. Anything in this Agreement to the contrary notwithstanding, the Sellers shall not be liable to, and shall not indemnify, any Purchaser Indemnitee for any Damages that result solely from the acts or omissions of a Purchaser Indemnitee or its Affiliates, including the Company and the Company Subsidiaries, on or after the Closing Date; provided, however, that this last sentence of this Section 11.6 shall not limit or alter the liability of any Seller to any Purchaser Indemnitee with respect to the (a) the items identified in Schedule 11.2(a); (b) Damages with respect to any Products manufactured, distributed or sold prior to Closing or prior to the twelve (12) month anniversary of the Closing Date with respect to, arising out of, or relating in any way to, breaches of representations and warranties made in the final sentence of Section 6.21(c) or the first sentence of Section 6.21(f); provided, that the recoverability of any such Damages identified in this clause (b) shall be subject to Purchaser complying in all material respects with its obligations as identified in Item 3 of Schedule 11.2(a); or (c) for direct Damages as permitted under Section 11.4(h) caused by the breach of any representations or warranties made by any of the Company or the Sellers (other than the representations and warranties identified in the foregoing clause (b)), or with respect of any covenants to be performed by any of them, prior to or as of the Closing.

Limitation of Remedies. The rights of the parties hereto for indemnification relating to this Agreement and the transactions contemplated hereby shall be strictly limited to those respectively contained in this ARTICLE IXArticle VIII, Section 8.11, Section 8.19, Section 10.2 and Section 10.9 and, subject to Section 8.14(e), Section 9.7 8.6 and the last sentence of this Section 9.58.5, such indemnification rights shall be the sole and exclusive remedies of the parties hereto after the date hereof Closing Date with respect to any matter in any way relating to this Agreement or arising in connection herewith, except with respect to the post-closing adjustments to the Merger Consideration, which shall be governed by and determined in accordance with Section 2.2, and the earn-out rights set forth in Section 2.3, which shall be governed by and determined in accordance with Section 2.3 (provided that such rights in Section 2.2 and Section 2.3 may be enforced in accordance with this Article VIII). To the maximum extent permitted by Law, Purchaser XXXX hereby waives and shall cause its Affiliates to waive all other rights and remedies with respect to any such matter, whether under any Laws (including any right or remedy under CERCLA or any other Environmental, Health and Safety Law), at common law or otherwise, including for rescission. Except as provided by this ARTICLE IX, Section 8.11, Section 8.14(e), Section 8.19, Section 9.7, Section 10.2 and Section 10.9Article VIII, no action, suit, claim, proceeding or remedy shall be brought or maintained after the date hereof Closing by Purchaser XXXX or any of its Affiliates, including any other Purchaser XXXX Indemnitees, successors or permitted assigns against Seller Shareholders or any of its their Affiliates, and no recourse shall be brought or granted against Seller Shareholders or any of its their Affiliates, by virtue of or based upon any alleged misstatement or omission respecting an inaccuracy in or a breach of any of the representations, warranties, covenants or agreements of Seller Shareholders set forth or contained in this Agreement; provided, however, that nothing in this Agreement shall be deemed to prevent or restrict the bringing or maintenance of any such claim or action, or the granting of any such remedy, to the extent that the same shall have been the result of intentional fraud Fraud by any such Person party hereto (and in the event of intentional fraudFraud, recourse shall only extend to those Persons committing intentional fraudFraud).

Limitation of Remedies. The rights of the parties for indemnification relating to Anything contained in this Agreement and the transactions contemplated hereby shall be strictly limited to those respectively anything contained in this ARTICLE IXthe other Loan Documents to the contrary notwithstanding, Section 8.11in the event that the Lenders (i) fail or refuse to grant consent or approval when required by applicable law or when required hereunder or under any of the other Loan Documents for any matter or (ii) act unreasonably or unreasonably withhold or delay acting in any circumstances where by law or hereunder or under any of the other Loan Documents there is an obligation to act reasonably or promptly (it being agreed that no such obligation is implied) the parties agree that the damages which might arise as a result of any such actions or inactions are incapable of accurate determination. Accordingly, Section 8.19, Section 10.2 the parties agree that the remedies of specific performance and Section 10.9 and, subject to Section 8.14(e), Section 9.7 injunctive relief are and the last sentence of this Section 9.5, such indemnification rights shall be the sole and exclusive remedies and relief of the parties after the date hereof Obligated Parties with respect to such actions against the Lenders, and the Obligated Parties hereby irrevocably and unconditionally waive all claims for damages with respect thereto. Neither the Lenders, nor any matter Affiliate, trustee, officer, director, employee, attorney, or agent of the Lenders shall have any liability with respect to, and the Obligated Parties, hereby waive, release, and agree not to xxx any of them upon, any claim for any special, indirect, incidental, or consequential damages suffered or incurred by either Obligated Party or any Subsidiary of either Obligated Party in connection with, arising out of, or in any way relating to related to, this Agreement or arising in connection herewith. To any of the maximum extent permitted by Lawother Loan Documents, Purchaser hereby waives and shall cause its Affiliates to waive all other rights and remedies with respect to any such matter, whether under any Laws (including any right or remedy under CERCLA or any other Environmental, Health and Safety Law), at common law or otherwise, including for rescission. Except as provided by this ARTICLE IX, Section 8.11, Section 8.14(e), Section 8.19, Section 9.7, Section 10.2 and Section 10.9, no action, suit, claim, proceeding or remedy shall be brought or maintained after the date hereof by Purchaser or any of its Affiliatesthe transactions contemplated by this Agreement, including any of the other Purchaser IndemniteesLoan Documents. The Obligated Parties hereby waive, successors or permitted assigns against Seller release, and agree not to xxx the Lenders or any of its the Lenders' Affiliates, and no recourse shall be brought trustees, officers, directors, employees, attorneys, or granted against Seller agents for punitive damages in respect of any claim in connection with, arising out of, or in any way related to, this Agreement or any of its Affiliatesthe Notes, by virtue of or based upon any alleged misstatement or omission respecting an inaccuracy in or breach of any of the representations, warranties, covenants or agreements of Seller set forth or contained in this Agreement; provided, however, that nothing in this Agreement shall be deemed to prevent or restrict the bringing or maintenance of any such claim or action, or the granting of any such remedy, to the extent that the same shall have been the result of intentional fraud by any such Person (and in the event of intentional fraud, recourse shall only extend to those Persons committing intentional fraud)other Loan Documents.

Limitation of Remedies. The rights of the parties for indemnification relating to this Agreement (a) From and the transactions contemplated hereby shall be strictly limited to those respectively contained after Closing and except as set forth in this ARTICLE IXSection 11.05, Section 8.11, Section 8.19, Section 10.2 and Section 10.9 and, subject to Section 8.14(e), Section 9.7 and the last sentence of this Section 9.5, such indemnification rights shall be the sole and exclusive remedies of the parties after the date hereof remedy available to Buyer in connection with respect to any matter in any way relating to this Agreement or arising in connection herewith. To the maximum extent permitted by Law, Purchaser hereby waives and shall cause its Affiliates to waive all other rights and remedies with respect to any such matter, whether under any Laws (including any right or remedy under CERCLA or any other Environmental, Health and Safety Law), at common law or otherwise, including for rescission. Except as provided by this ARTICLE IX, Section 8.11, Section 8.14(e), Section 8.19, Section 9.7, Section 10.2 and Section 10.9, no action, suit, claim, proceeding or remedy shall be brought or maintained after the date hereof by Purchaser or any of its Affiliates, including any other Purchaser Indemnitees, successors or permitted assigns against Seller or any of its Affiliates, and no recourse shall be brought or granted against Seller or any of its Affiliates, by virtue of or based upon any alleged misstatement or omission respecting an inaccuracy in or breach of any of the representationsContemplated Transactions shall be the indemnity provisions of Section 9.02(a), warrantiesto the extent provided in this Article 9, covenants or agreements except for any Losses incurred as a result of Seller fraud by Seller. Once amounts have been identified and collected in accordance with this Article 9, the rights, if any, of Buyer under this Article 9 shall terminate absolutely. (b) At all times prior to Closing, Buyer's sole and exclusive remedy will be one of the following, at the election of Buyer: (i) termination of this Agreement pursuant to Section 8.01or (ii) specific enforcement of Seller's obligation to convey the Shares on the terms and conditions set forth or contained in this Agreement; providedherein, howeversubject to the conditions described below. As a condition to any action for specific performance under clause (ii), Buyer must file the action within ten (10) Business Days after the event that nothing in this Agreement is the basis for such action, and if such condition is not met, Buyer shall be deemed to prevent have irrevocably waived the right to seek specific performance of this Agreement with respect to such event under clause (ii). (c) Buyer acknowledges that Seller's shareholder, directors, officers, employees, agents and representatives and Company's directors, officers, employees, agents and representatives and the trustees under the Benefits Plans (collectively, the "Seller Parties") have performed, or restrict may perform, acts in connection with this Agreement on behalf of Seller, Buyer, Company and their respective Affiliates to facilitate the bringing Contemplated Transactions. Notwithstanding anything to the contrary, none of the Seller Parties shall have, as a result of serving in such capacity, and Buyer, on behalf of itself and each member of the Buyer Group, hereby absolves all such persons from any personal liability or maintenance obligation for any matter relating or arising in any way to or out of this Agreement or any of the Contemplated Transactions. (d) Notwithstanding anything to the contrary, in no event shall any member of Buyer Group have any right to, or bring any claim for, reimbursement of any such claim or action, or the granting of any such remedy, Losses to the extent that the same shall such Losses have been the result of intentional fraud by any such Person (and accounted for in the event of intentional fraud, recourse shall only extend to those Persons committing intentional fraud)Final Adjustment or otherwise under this Agreement.

Limitation of Remedies. The rights of the parties for indemnification relating to under this Agreement and the transactions contemplated hereby shall be strictly limited to those respectively contained in this ARTICLE IX, Section 8.11, Section 8.19, Section 10.2 and Section 10.9 Article 9 and, subject to Section 8.14(e), Section 9.7 and except in the last sentence case of this Section 9.5intentional fraud, such indemnification rights shall be the sole and exclusive remedies of the parties after the date hereof Closing Date with respect to any matter in any way under or relating to this Agreement or arising in connection herewithAgreement. To the maximum extent permitted by Law, the Seller, the Purchaser and the Company hereby waives waive and shall cause its their respective Affiliates to waive all other rights and remedies with respect to any such matter, whether under any Laws (including any right or remedy under CERCLA or any other Environmental, Health and Safety Law)Laws, at common law or otherwise, including for rescission. Except as provided by set forth in this ARTICLE IX, Section 8.11, Section 8.14(e), Section 8.19, Section 9.7, Section 10.2 and Section 10.9Article 9, no action, suit, claim, proceeding or remedy shall be brought or maintained after the date hereof Closing Date (other than actions, suits, claims or proceedings to enforce any rights provided under this Article 9) by the Purchaser or any of its the Company or their respective Affiliates, including any other Purchaser Indemnitees, successors or permitted assigns against Seller or any of its Affiliatesthe Seller, and no recourse shall be brought or granted against Seller or any of its Affiliatesthe Seller, by virtue of or based upon any alleged misstatement or omission respecting or relating to an inaccuracy in or breach of any of the representations, warranties, covenants or agreements of the Company or the Seller set forth or contained in this Agreement; provided, however, that nothing in this Agreement shall be deemed to prevent or restrict the bringing or maintenance of any such claim or action, or the granting of any such remedy, to the extent that the same it shall have been the result of intentional fraud by any such Person (Person. The parties hereto acknowledge and agree that the provisions in this Agreement that limit any claims or remedies of the Purchaser Indemnitees, including under this Article 9, have been bargained for and are reflected in the event of intentional fraudpurchase price for the Shares negotiated in connection with this Agreement. Notwithstanding the foregoing, recourse nothing in this Agreement shall only extend to those Persons committing intentional fraud)limit any claims for specific performance, injunctive or declaratory relief or other equitable remedies.

Limitation of Remedies. The rights of the parties for indemnification relating to Anything contained in this Agreement and the transactions contemplated hereby shall be strictly limited to those respectively anything contained in this ARTICLE IXthe other Loan Documents to the contrary notwithstanding, Section 8.11in the event that the Lender (i) fails or refuses to grant consent or approval when required by applicable law or when required hereunder or under any of the other Loan Documents for any matter or (ii) acts unreasonably or unreasonably withholds or delays acting in any circumstances where by law or hereunder or under any of the other Loan Documents there is an obligation to act reasonably or promptly (it being agreed that no such obligation is implied) the parties agree that the damages which might arise as a result of any such actions or inactions are incapable of accurate determination. Accordingly, Section 8.19, Section 10.2 the parties agree that the remedies of specific performance and Section 10.9 and, subject to Section 8.14(e), Section 9.7 injunctive relief are and the last sentence of this Section 9.5, such indemnification rights shall be the sole and exclusive remedies and relief of the parties after the date hereof Loan Parties with respect to such actions against the Lender, and the Loan Parties hereby irrevocably and unconditionally waive all claims for damages with respect thereto. Neither the Lender, nor any matter Affiliate, officer, director, employee, attorney, or agent of the Lender shall have any liability with respect to, and the Loan Parties, hereby waive, release, and agree not to xxx any of them upon, any claim for any special, indirect, incidental, or consequential damages suffered or incurred by any Loan Party or any Subsidiary of any Loan Party in connection with, arising out of, or in any way relating to related to, this Agreement or arising in connection herewith. To any of the maximum extent permitted by Lawother Loan Documents, Purchaser hereby waives and shall cause its Affiliates to waive all other rights and remedies with respect to any such matter, whether under any Laws (including any right or remedy under CERCLA or any other Environmental, Health and Safety Law), at common law or otherwise, including for rescission. Except as provided by this ARTICLE IX, Section 8.11, Section 8.14(e), Section 8.19, Section 9.7, Section 10.2 and Section 10.9, no action, suit, claim, proceeding or remedy shall be brought or maintained after the date hereof by Purchaser or any of its Affiliatesthe transactions contemplated by this Agreement, including any of the other Purchaser IndemniteesLoan Documents. The Loan Parties hereby waive, successors or permitted assigns against Seller release, and agree not to xxx the Lender or any of its the Lender’s Affiliates, and no recourse shall be brought officers, directors, employees, attorneys, or granted against Seller agents for punitive damages in respect of any claim in connection with, arising out of, or in any way related to, this Agreement or any of its Affiliatesthe Notes, by virtue of or based upon any alleged misstatement or omission respecting an inaccuracy in or breach of any of the representations, warranties, covenants or agreements of Seller set forth or contained in this Agreement; provided, however, that nothing in this Agreement shall be deemed to prevent or restrict the bringing or maintenance of any such claim or action, or the granting of any such remedy, to the extent that the same shall have been the result of intentional fraud by any such Person (and in the event of intentional fraud, recourse shall only extend to those Persons committing intentional fraud)other Loan Documents.

Limitation of Remedies. The rights of the parties Parties for indemnification relating to under this Agreement and the transactions contemplated hereby shall be strictly limited to those respectively contained in this ARTICLE IX, Section 8.11, Section 8.19, Section 10.2 Article 11 and Section 10.9 9.9 and, subject to Section 8.14(e), Section 9.7 and except in the last sentence case of this Section 9.5intentional fraud, such indemnification rights shall be the sole and exclusive remedies of the parties after the date hereof Closing Date with respect to any matter in any way under or relating to this Agreement or arising in connection herewith(but, for the avoidance of doubt, excluding the Transition Services Agreement, the MasterCard Services Agreement and the Money Transfer Services Agreement). To the maximum extent permitted by Law, Purchaser and Sellers hereby waives waive and shall cause its their respective Affiliates to waive waive, all other rights and remedies with respect to any such matter, whether under any Laws (including any right or remedy under CERCLA or any other Environmental, Health and Safety Law), at common law or otherwise, including for rescission. Except as provided by set forth in this ARTICLE IX, Section 8.11, Section 8.14(e), Section 8.19, Section 9.7, Section 10.2 Article 11 and Section 10.99.9, no action, suit, claim, proceeding or remedy shall be brought or maintained after the date hereof Closing Date by any Purchaser Indemnified Party or any of its Seller Indemnified Party or their respective Affiliates, including any other Purchaser Indemnitees, successors or permitted assigns against Seller or any of its AffiliatesShareholder, or Purchaser, as applicable, and no recourse shall be brought or granted against Seller or any of its AffiliatesShareholder, or against Purchaser, as applicable, by virtue of or based upon any alleged misstatement or omission respecting an or relating to a breach or inaccuracy in or breach of any of the representations, warranties, covenants covenants, agreements or agreements undertakings of Seller Seller, Shareholder or Purchaser set forth or contained in this Agreement; provided, however, that nothing in this Agreement shall be deemed to prevent or restrict the bringing or maintenance of any such claim or action, or the granting of any such remedy, against a Person to the extent that the same it shall have been the result of intentional fraud by any such Person (Person. The parties hereto acknowledge and agree that the provisions in this Agreement that limit any claims or remedies of the Purchaser Indemnified Parties or the Seller Indemnified Parties, including under this Article 11, have been bargained for and are reflected in the event of intentional fraud, recourse shall only extend to those Persons committing intentional fraud)Purchase Price negotiated in connection with this Agreement.

Limitation of Remedies. The rights of the parties for indemnification relating to Anything contained in this Agreement and the transactions contemplated hereby shall be strictly limited to those respectively anything contained in this ARTICLE IXthe other Loan Documents to the contrary notwithstanding, Section 8.11in the event that the Lenders (i) fails or refuses to grant consent or approval when required by applicable law or when required hereunder or under any of the other Loan Documents for any matter or (ii) acts unreasonably or unreasonably withholds or delays acting in any circumstances where by law or hereunder or under any of the other Loan Documents there is an obligation to act reasonably or promptly (it being agreed that no such obligation is implied) the parties agree that the damages which might arise as a result of any such actions or inactions are incapable of accurate determination. Accordingly, Section 8.19, Section 10.2 the parties agree that the remedies of specific performance and Section 10.9 and, subject to Section 8.14(e), Section 9.7 injunctive relief are and the last sentence of this Section 9.5, such indemnification rights shall be the sole and exclusive remedies and relief of the parties after the date hereof Borrower with respect to such actions against the Lenders, and the Borrower hereby irrevocably and unconditionally waives all claims for damages with respect thereto. Neither the Lenders, nor any matter Affiliate, trustee, officer, director, employee, attorney, or agent of the Lenders shall have any liability with respect to, and the Borrower, hereby waives, releases, and agrees not to xxx any of them upon, any claim for any special, indirect, incidental, or consequential damages suffered or incurred by the Borrower or any Subsidiary of the Borrower in connection with, arising out of, or in any way relating to related to, this Agreement or arising in connection herewith. To any of the maximum extent permitted by Lawother Loan Documents, Purchaser hereby waives and shall cause its Affiliates to waive all other rights and remedies with respect to any such matter, whether under any Laws (including any right or remedy under CERCLA or any other Environmental, Health and Safety Law), at common law or otherwise, including for rescission. Except as provided by this ARTICLE IX, Section 8.11, Section 8.14(e), Section 8.19, Section 9.7, Section 10.2 and Section 10.9, no action, suit, claim, proceeding or remedy shall be brought or maintained after the date hereof by Purchaser or any of its Affiliatesthe transactions contemplated by this Agreement, including any of the other Purchaser IndemniteesLoan Documents. The Borrower hereby waives, successors or permitted assigns against Seller releases, and agrees not to xxx the Lenders or any of its the Lenders' Affiliates, and no recourse shall be brought trustees, officers, directors, employees, attorneys, or granted against Seller agents for punitive damages in respect of any claim in connection with, arising out of, or in any way related to, this Agreement or any of its Affiliatesthe Notes, by virtue of or based upon any alleged misstatement or omission respecting an inaccuracy in or breach of any of the representations, warranties, covenants or agreements of Seller set forth or contained in this Agreement; provided, however, that nothing in this Agreement shall be deemed to prevent or restrict the bringing or maintenance of any such claim or action, or the granting of any such remedy, to the extent that the same shall have been the result of intentional fraud by any such Person (and in the event of intentional fraud, recourse shall only extend to those Persons committing intentional fraud)other Loan Documents.

Limitation of Remedies. The rights parties hereto have voluntarily agreed to define their rights, liabilities and obligations respecting the sale and purchase of the parties Assets exclusively pursuant to the express terms and provisions of this Agreement. The sole and exclusive remedies for indemnification relating any breach of the terms and provisions of this Agreement (including any representations and warranties set forth herein, made in connection herewith or as an inducement to enter into this Agreement) or any claim or cause of action otherwise arising out of or related to the sale and purchase of the Assets pursuant to this Agreement shall be those remedies available at law or in equity for breach of contract only (as such contractual remedies have been further limited or excluded pursuant to the express terms of this Agreement); and the transactions contemplated parties hereby agree that neither party hereto shall be strictly limited have any remedies or cause of action (whether in contract or in tort) for any statements, communications, disclosures, failures to those respectively contained disclose, representations or warranties not set forth in this ARTICLE IXAgreement. Following the Closing, Section 8.11, Section 8.19, Section 10.2 and Section 10.9 and, subject to Section 8.14(e), Section 9.7 and the last sentence of this Section 9.5, such indemnification rights shall be the sole and exclusive remedies remedy for any and all claims arising under, out of, or related to this Agreement, or the sale and purchase of the Assets shall be the rights of indemnification set forth in Sections 7, 20(a) and 20(b) only, and no person or entity will have any other entitlement, remedy or recourse, whether in contract, tort or otherwise, it being agreed that all of such other remedies, entitlements and recourse are expressly waived and released by the parties after hereto to the date hereof with respect to any matter in any way relating to this Agreement or arising in connection herewith. To the maximum fullest extent permitted by Law, Purchaser hereby waives and shall cause its Affiliates to waive all other rights and remedies with respect to any such matter, whether under any Laws (including any right or remedy under CERCLA or any other Environmental, Health and Safety Law), at common law or otherwise, including for rescission. Except as provided by this ARTICLE IX, Section 8.11, Section 8.14(e), Section 8.19, Section 9.7, Section 10.2 and Section 10.9, no action, suit, claim, proceeding or remedy shall be brought or maintained after the date hereof by Purchaser or any of its Affiliates, including any other Purchaser Indemnitees, successors or permitted assigns against Seller or any of its Affiliates, and no recourse shall be brought or granted against Seller or any of its Affiliates, by virtue of or based upon any alleged misstatement or omission respecting an inaccuracy in or breach of any of the representations, warranties, covenants or agreements of Seller set forth or contained in this Agreement; provided, however, that nothing in this Agreement shall be deemed to prevent or restrict the bringing or maintenance of any such claim or action, or the granting of any such remedy, to the extent that the same shall have been the result of intentional fraud by any such Person (and in the event of intentional fraud, recourse shall only extend to those Persons committing intentional fraud)applicable law.

Limitation of Remedies. The rights of the parties for indemnification relating to Anything contained in this Agreement and the transactions contemplated hereby shall be strictly limited to those respectively anything contained in this ARTICLE IXthe other Loan Documents to the contrary notwithstanding, Section 8.11in the event that the Lenders (i) fails or refuses to grant consent or approval when required by applicable law or when required hereunder or under any of the other Loan Documents for any matter or (ii) acts unreasonably or unreasonably withholds or delays acting in any circumstances where by law or hereunder or under any of the other Loan Documents there is an obligation to act reasonably or promptly (it being agreed that no such obligation is implied) the parties agree that the damages which might arise as a result of any such actions or inactions are incapable of accurate determination. Accordingly, Section 8.19, Section 10.2 the parties agree that the remedies of specific performance and Section 10.9 and, subject to Section 8.14(e), Section 9.7 injunctive relief are and the last sentence of this Section 9.5, such indemnification rights shall be the sole and exclusive remedies and relief of the parties after the date hereof Borrower with respect to such actions against the Lenders, and the Borrower hereby irrevocably and unconditionally waives all claims for damages with respect thereto. Neither the Lenders, nor any matter Affiliate, trustee, officer, director, employee, attorney, or agent of the Lenders shall have any liability with respect to, and the Borrower, hereby waives, releases, and agrees not to xxx any of them upon, any claim for any special, indirect, incidental, or consequential damages suffered or incurred by the Borrower or any Subsidiary of the Borrower in connection with, arising out of, or in any way relating to related to, this Agreement or arising in connection herewith. To any of the maximum extent permitted by Lawother Loan Documents, Purchaser hereby waives and shall cause its Affiliates to waive all other rights and remedies with respect to any such matter, whether under any Laws (including any right or remedy under CERCLA or any other Environmental, Health and Safety Law), at common law or otherwise, including for rescission. Except as provided by this ARTICLE IX, Section 8.11, Section 8.14(e), Section 8.19, Section 9.7, Section 10.2 and Section 10.9, no action, suit, claim, proceeding or remedy shall be brought or maintained after the date hereof by Purchaser or any of its Affiliatesthe transactions contemplated by this Agreement, including any of the other Purchaser IndemniteesLoan Documents. The Borrower hereby waives, successors or permitted assigns against Seller releases, and agrees not to xxx the Lenders or any of its the Lenders’ Affiliates, and no recourse shall be brought trustees, officers, directors, employees, attorneys, or granted against Seller agents for punitive damages in respect of any claim in connection with, arising out of, or in any way related to, this Agreement or any of its Affiliatesthe Notes, by virtue of or based upon any alleged misstatement or omission respecting an inaccuracy in or breach of any of the representations, warranties, covenants or agreements of Seller set forth or contained in this Agreement; provided, however, that nothing in this Agreement shall be deemed to prevent or restrict the bringing or maintenance of any such claim or action, or the granting of any such remedy, to the extent that the same shall have been the result of intentional fraud by any such Person (and in the event of intentional fraud, recourse shall only extend to those Persons committing intentional fraud)other Loan Documents.