Common use of Limitation on Rights Clause in Contracts

Limitation on Rights. Any matter, thing, judgment or determination that is to be, or may be, made or determined by Employer under this Agreement, may be made or determined in the sole and absolute discretion of Employer, whether or not the phase “sole and absolute discretion” is included in the provisions providing for such matter, thing, judgment or determination (except with respect to any matter, thing, judgment or determination that is expressly stated herein to be made or determined “reasonably” by the Employer). Notwithstanding any provision to the contrary herein, no provision in this Agreement shall create, or be deemed or construed to create, any claim, right or cause of action against the Employer or any member of the Icahn Group arising from any failure: to agree to make any investment, provide any financing, generate, obtain or charge any fee, take any profit, or make or sell any investment, in each case whether for any reason or no reason. Employer and its Affiliates shall have no duty or obligation of any kind or charter to make, hold or continue any investment in the Existing Funds or Sargon and may terminate Sargon at any time, for any reason or no reason. Employee acknowledges that Employer could, for example, in its sole and absolute discretion, terminate Sargon at any time, thereby eliminating any further opportunity for Employee to obtain the Escrowed Amount under Section 4(i) or a Second Profit Sharing Payment under Section 5 even if Sargon was operating for months or years prior to such date, and in such event Employee would receive no payment, compensation, profit or interests of any kind or character if there was no “Profit” as of such date, and Employee is freely accepting such risk in entering into this Agreement and waives and releases any right, claim, power or privilege that might or could, otherwise arise from the termination of Sargon (including any claim of bad faith, unfair dealing, quantum meruit, unjust enrichment, breach of contract or any other theory in law or equity). To the extent that any provision of this Agreement may result in any duplication of any calculation, allocation, payment or amount, such consequence is not intended and no such duplicate amount shall be included in any calculation, allocation, payment or amount.