Common use of Limitation on Remedy Clause in Contracts

Limitation on Remedy. Seller hereby acknowledges that (a) it has read the prospectus dated June 19, 2007, filed by Buyer with the SEC pursuant to Rule 424 promulgated under the Securities Act and understands that Buyer has established the Trust Fund, initially in an approximate amount of $399,500,000 for the benefit of certain stockholders of Buyer (including the Deferred Discount in the amount of $12,420,000) and that Buyer may disburse monies from the Trust Fund only (i) to certain stockholders of Buyer in the event of the conversion of their shares or the liquidation of Buyer, (ii) with respect to up to $3,100,000 of interest income in the Trust Fund, to fund its expenses and working capital requirements, or (iii) to Buyer and/or Buyer Sub in connection with the consummation of a “business combination” (as defined in Buyer’s certificate of incorporation) and (b) except as otherwise expressly set forth in this Section 7C, for and in consideration of Buyer agreeing to evaluate the Business for purposes of consummating a “business combination” with respect to the Business, Seller and the members of the Paper Group agree that, except as otherwise provided in this Article 7, prior to Closing, they do not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund and waives any such claim it may have in the future as a result of, or arising out of, the agreement or any negotiations, contracts or agreements with Buyer in respect of the Trust Fund (excluding any rights any of the parties hereto may have under the Debt Commitment Letters) and will not seek recourse against the Trust Fund for any reason whatsoever. Notwithstanding any provision in this Article 7 to the contrary, this Section 7C shall in no event limit the rights of any party (treating Buyer and Buyer Sub as a single party, on the one hand, and Seller and the Paper Group as a single party, on the other hand) to seek recovery for willful breaches of this Agreement by the other party arising prior to or in connection with the termination of this Agreement (including, in the case of Seller, any failure by Buyer and Buyer Sub to deliver the Estimated Closing Purchase Price as and when required hereunder); provided that, in the case of Seller, without limiting the rights of Seller to pursue a claim for or obtain a judgment against Buyer for such willful breach, no recovery for such claim or judgment may be made by Seller against the assets of the Trust Fund unless and until the assets of such Trust Fund are released to Buyer in connection with consummation of a “business combination” within the meaning of Buyer’s certificate of incorporation as in effect on the date hereof.

Limitation on Remedy. Each of Seller and Stockholder hereby acknowledges that (a) it and he, as the case may be, has read the prospectus dated June 19March 22, 20072006, filed by Buyer Parent with the SEC pursuant to Rule 424 promulgated under the Securities Act and understands that Buyer Parent has established the Trust Fund, initially Account in an approximate amount of $399,500,000 109,950,000 for the benefit of certain stockholders of Buyer (including the Deferred Discount in the amount of $12,420,000) Parent and that Buyer monies may disburse monies be disbursed from the Trust Fund Account only (i) to certain stockholders of Buyer those Parent Public Stockholders who both vote against the transactions contemplated by this Agreement and elect to have their Parent Shares converted into cash in the event of the conversion of their shares or the liquidation of Buyeraccordance with Parent’s Organizational Documents, (ii) with respect to up the underwriters of the securities issued by Parent in its initial public offering in an amount equal to $3,100,000 of interest income in the Trust Fundunderwriting discount deferred by such underwriters, to fund its expenses and working capital requirements, or (iii) to Buyer and/or Buyer Sub Parent in connection with the consummation of a “business combination” , and (as defined iv) to pay Taxes owed and payable by the Trustee, in Buyer’s certificate respect of incorporation) income on the property in the Trust Account and (b) except as otherwise expressly set forth in this Section 7C, for and in consideration of Buyer Parent agreeing to evaluate the Business Companies for purposes of consummating a “business combination” combination with respect to the Businessthem, each of Seller and the members of the Paper Group agree Stockholder agrees that, except as otherwise provided in this Article 7, prior to Closing, they do it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund Account and waives any such claim it may have in the future as a result of, or arising out of, the agreement this Agreement or any negotiations, contracts or other agreements with Buyer in respect of the Trust Fund (excluding any rights any of the parties hereto may have under the Debt Commitment Letters) Seller or Stockholder and will not seek recourse against the Trust Fund Account for any reason whatsoever. In no event shall the provisions of this Section 6.2 limit any party’s rights to specific performance of another party’s obligations hereunder or for other equitable relief. Notwithstanding any provision in this Article 7 the above, Parent acknowledges that the Termination Fee, if payable pursuant to the contraryterms hereof, this Section 7C shall in no event limit the rights of and any party (treating Buyer and Buyer Sub damages incurred by Seller as a single party, on the one hand, and Seller and the Paper Group as a single party, on the other hand) to seek recovery for willful breaches result of breach by Parent or Buyer of this Agreement shall be payable by Parent whenever any of the other party arising prior to or in connection with the termination of this Agreement (including, funds in the case of Seller, any failure by Buyer and Buyer Sub Trust Account are distributed other than to deliver the Estimated Closing Purchase Price as and when required hereunder); provided that, in the case of Seller, without limiting the rights of Seller to pursue a claim for or obtain a judgment against Buyer for such willful breach, no recovery for such claim or judgment may be made by Seller against the assets of the Trust Fund unless and until the assets of such Trust Fund are released to Buyer in connection with consummation of a “business combination” within the meaning of BuyerParent’s certificate of incorporation as in effect on the date hereofPublic Stockholders.

Limitation on Remedy. Seller The Company hereby acknowledges that (a) it has read the prospectus dated June 19February 17, 20072005, filed by Buyer with the SEC pursuant to Rule 424 promulgated under the Securities Act and understands that Buyer has established the Trust Fund, initially in an approximate amount of $399,500,000 42,600,000 for the benefit of certain stockholders of Buyer (including the Deferred Discount in the amount of $12,420,000) and that Buyer may disburse monies from the Trust Fund only (i) to certain stockholders of Buyer in the event of the conversion of their shares or the liquidation of Buyer, Buyer or (ii) with respect to up to $3,100,000 of interest income in the Trust Fund, to fund its expenses and working capital requirements, or (iii) to Buyer and/or Buyer Sub in connection with the consummation of after it consummates a “business combination” (as defined in Buyer’s certificate of incorporation) combination and (b) except as otherwise expressly set forth in this Section 7C, for and in consideration of Buyer agreeing to evaluate the Business Company for purposes of consummating a “business combination” with respect to combination with, it the Business, Seller and the members of the Paper Group agree Company agrees that, except as otherwise provided in this Article 7, prior to Closing, they do it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund and waives any such claim it may have in the future as a result of, or arising out of, the agreement or any negotiations, contracts or agreements with Buyer in respect of the Trust Fund (excluding any rights any of the parties hereto may have under the Debt Commitment Letters) and will not seek recourse against the Trust Fund for any reason whatsoever. Notwithstanding any provision in this Article 7 The Company has agreed to the contrary, this Section 7C shall in no event such limitation if a similar monetary limit is placed on the rights and remedies of any party (treating Buyer and Buyer Merger Sub as a single partyagainst the Company. Therefore, on notwithstanding Section 9B, the one hand, and Seller and the Paper Group as a single party, on the other hand) to seek recovery for willful breaches of this Agreement by the other party arising prior to or in connection with the termination of this Agreement (including, in the case of Seller, any failure by Buyer and Buyer Sub to deliver the Estimated Closing Purchase Price as and when required hereunder); provided parties agree that, in the case of Seller, without limiting event that the rights of Seller Agreement is terminated pursuant to pursue a claim for or obtain a judgment against Buyer for such willful breach, no recovery for such claim or judgment may be made by Seller against the assets of the Trust Fund unless Section 9A hereof and until the assets of such Trust Fund are released to Buyer in connection with consummation there is liability of a “business combination” within party pursuant to Section 9B hereof, the meaning aggregate amount which the other party shall be entitled to collect shall not exceed $1,000,000. In no event shall the provisions of Buyerthis Section 9C limit any party’s certificate rights to specific performance of incorporation as in effect on the date hereofanother party’s obligations hereunder or for other equitable relief.