Common use of Limitations on Liabilities Clause in Contracts

Limitations on Liabilities. (i) Notwithstanding anything herein to the contrary, the maximum aggregate liability of the Parent Group for damages or otherwise shall be limited to $570,800,000 (the “Parent Liability Cap”). In no event shall the Company or its Affiliates seek or permit to be sought on behalf of the Company any damages or any other recovery, judgment or damages of any kind, including consequential, indirect, or punitive damages, from any member of the Parent Group other than Parent in connection with this Agreement or the transactions contemplated hereby; provided that the parties agree that subject to the terms and conditions of the Second Equity Commitment Letter and all of the terms, conditions and limitations of the Limited Guarantee, the Company can cause each of the Funds to provide funds to Parent to the extent provided in the Second Equity Commitment Letter which shall in no event exceed the Parent Liability Cap. The Company acknowledges and agrees that it has no right of recovery against, and no personal liability shall attach to, in each case with respect to damages, any member of the Parent Group (other than Parent to the extent provided in this Agreement and the Limited Guarantee), through Parent or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil, by or through a claim by or on behalf of Parent against the Funds or any other member of the Parent Group, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise, except for its rights to cause each of the Funds (but not any other member of the Parent Group (including any general partner or managing member)) to fund to Parent its commitment to the extent provided in the Second Equity Commitment Letter, subject to the terms and conditions thereof and all of the terms, conditions and limitations of the Limited Guarantee including the Parent Liability Cap and the other limitations described therein. Recourse against the Funds under the Second Equity Commitment Letter, subject to the amount of the Parent Liability Cap and all of the terms, conditions and limitations of the Limited Guarantee shall be the sole and exclusive remedy of the Company and its Affiliates against the Funds and any other member of the Parent Group (other than Parent to the extent provided in this Agreement) in respect of any liabilities or obligations arising under, or in connection with, this Agreement or the transactions contemplated hereby. The Company acknowledges that both Parent and Merger Sub are newly-formed companies and do not have any material assets except in connection with this Agreement and the Equity Commitment Letters. The Company specifically acknowledges the separate corporate existence of each of Parent and Merger Sub. The liabilities of the Parent Group referred to in this paragraph shall not be limited to reimbursement of expenses or out-of-pocket costs, and may include, subject to the Parent Liability Cap and to the extent proven, the benefit of the bargain lost by the Company’s shareholders (taking into consideration relevant matters, including other combination opportunities and the time value of money), which shall be deemed in such event to be damages of the Company. (ii) The provisions of this Section 8.3(f) are intended to be for the benefit of, and shall be enforceable by, the Company and each member of the Parent Group.

Limitations on Liabilities. (i) Notwithstanding anything herein to the contrary, the maximum aggregate liability of the Parent Group for damages or otherwise shall be limited to $570,800,000 (the “Parent Liability Cap”). In no event shall any party or any of such party’s affiliates be entitled to seek the remedy of specific performance of this Agreement other than as set forth in Section 9.07. For the avoidance of doubt, while the Company or its Affiliates seek or permit to be sought on behalf Parent may pursue both a grant of specific performance as permitted by Section 9.07 and the Company any damages or any other recovery, judgment or damages of any kind, including consequential, indirect, or punitive damages, from any member payment of the Parent Group other than Parent in connection with this Agreement Termination Fee pursuant to Section 8.03(c) or the transactions contemplated hereby; provided that the parties agree that subject Company Termination Fee pursuant to the terms Section 8.03(b), as applicable, and conditions of the Second Equity Commitment Letter and all of the termsany amounts pursuant to Section 8.03(d) (if any), conditions and limitations of the Limited Guarantee, under no circumstances shall the Company can cause each or Parent be permitted or entitled to receive both such grant of specific performance and the Funds to provide funds to Parent to the extent provided in the Second Equity Commitment Letter which shall in no event exceed the Parent Liability Cap. The Company acknowledges and agrees that it has no right of recovery against, and no personal liability shall attach to, in each case with respect to damages, any member payment of the Parent Group (other than Termination Fee, in the case of the Company, or the Company Termination Fee, in the case of Parent. If Parent pays the Parent Termination Fee pursuant to the extent provided in this Agreement and the Limited GuaranteeSection 8.03(c), through Parent or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil, by or through a claim by or on behalf of Parent against the Funds or any other member of the Parent Group, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise, except for its rights to cause each of the Funds (but not any other member of the Parent Group (including any general partner or managing member)) to fund to Parent its commitment to the extent provided in the Second Equity Commitment Letter, subject to the terms and conditions thereof and all of the terms, conditions and limitations of the Limited Guarantee including the Parent Liability Cap and the other limitations described therein. Recourse against the Funds under the Second Equity Commitment Letter, subject to the amount of the Parent Liability Cap and all of the terms, conditions and limitations of the Limited Guarantee then such payment shall be the sole and exclusive remedy of the Company, its Subsidiaries, its shareholders and holders of ADSs (collectively, the “Company Related Parties”) against Parent and its Affiliates against the Funds Merger Sub and any other member of their respective former, current or future officers, directors, partners, stockholders, managers, members, affiliates or successors (collectively, the “Parent Related Parties”) and none of the Parent Group (other than Parent Related Parties shall have any further liability or obligation relating to the extent provided in this Agreement) in respect or arising out of any liabilities or obligations arising under, or in connection with, this Agreement or the transactions contemplated herebyTransactions, including the failure of the Merger to be consummated or for a breach or failure to perform hereunder (whether intentionally, unintentionally, knowingly, willfully or otherwise) or otherwise. The If the Company acknowledges that both Parent pays the Company Termination Fee pursuant to Section 8.03(b), then such payment shall be the sole and Merger Sub are newly-formed companies and do not have any material assets except in connection with this Agreement and the Equity Commitment Letters. The Company specifically acknowledges the separate corporate existence of each of Parent and Merger Sub. The liabilities exclusive remedy of the Parent Group referred to in this paragraph shall not be limited to reimbursement of expenses or out-of-pocket costs, Related Parties against the Company Related Parties and may include, subject to the Parent Liability Cap and to the extent proven, the benefit none of the bargain lost by Company Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or the Company’s shareholders (taking into consideration relevant mattersTransactions, including other combination opportunities and the time value failure of money), which shall be deemed in such event the Merger to be damages of the Companyconsummated or for a breach or failure to perform hereunder (whether intentionally, unintentionally, knowingly, willfully or otherwise) or otherwise. (ii) The provisions of this Section 8.3(f) are intended to be for the benefit of, and shall be enforceable by, the Company and each member of the Parent Group.

Limitations on Liabilities. (i) Notwithstanding anything herein to the contrary, the contrary herein but subject to Section 9.12(c)(iv): (A) The maximum aggregate liability of the Parent Group Related Parties for damages or otherwise shall be limited to $570,800,000 624,704,000 (the “Parent Liability Cap”). In no event shall the Company or its Affiliates seek or permit to be sought on behalf of the Company any damages or any other recovery, judgment or damages of any kind, including consequential, indirect, or punitive damages, from any member of the Parent Group Related Party other than Parent in connection with this Agreement or the transactions contemplated hereby; provided that the parties agree that subject to the terms and conditions of the Second Equity Commitment Letter and all of the terms, conditions and limitations of the Limited GuaranteeFinancing Letter, the Fund shall, and the Company can may cause each of the Funds to Fund to, provide funds to Parent to the extent provided in the Second Equity Commitment Financing Letter which shall in no event exceed the Parent Liability Cap. The Company acknowledges and agrees that it has no right of recovery against, and no personal liability shall attach to, in each case with respect to damages, any member of the Parent Group Related Party (other than Parent or Merger Sub to the extent provided in this Agreement and the Limited GuaranteeAgreement), through Parent or Merger Sub or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil, by or through a claim by or on behalf of Parent or Merger Sub against the Funds Fund or any other member of the Parent GroupRelated Party, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise, except for its rights to cause each of the Funds Fund (but not any other member of the Parent Group Related Party (including any general partner or managing member)) to fund to Parent its commitment to the extent provided in the Second Equity Commitment Financing Letter, subject to the terms and conditions thereof and all of the terms, conditions and limitations of the Limited Guarantee including the Parent Liability Cap and the other limitations described therein. Recourse against the Funds Fund under the Second Equity Commitment Financing Letter, subject to the amount of the Parent Liability Cap and all of the terms, conditions and limitations of the Limited Guarantee shall be the sole and exclusive remedy of the Company and its Affiliates against the Funds Fund and any other member of the Parent Group Related Party (other than Parent or Merger Sub to the extent provided in this Agreement) in respect of any liabilities or obligations arising under, or in connection with, this Agreement or the transactions contemplated hereby. The Company acknowledges that both Parent and Merger Sub are newly-newly formed companies and do not have any material assets except in connection with this Agreement and the Equity Commitment Letters. The Company specifically acknowledges the separate corporate existence of each of Parent and Merger Sub. The liabilities of the Parent Group referred to in this paragraph shall not be limited to reimbursement of expenses or out-of-pocket costs, and may include, subject to the Parent Liability Cap and to the extent proven, the benefit of the bargain lost by the Company’s shareholders (taking into consideration relevant matters, including other combination opportunities and the time value of money), which shall be deemed in such event to be damages of the Company.Financing Letter; (iiB) The provisions of this Section 8.3(f9.12(c)(iii) are intended to be for the benefit of, and shall be enforceable by, the Company and each member of the Parent Group.Related Party; and

Limitations on Liabilities. (i) Notwithstanding anything herein to the contrary, the maximum aggregate liability of the Parent Group for damages or otherwise shall be limited to $570,800,000 (the “Parent Liability Cap”). In no event shall the Company or its Affiliates seek or permit to be sought on behalf of the Company any damages or any other recovery, judgment or damages of any kind, including consequential, indirect, or punitive damages, from any member of the Parent Group other than Parent in connection with this Agreement or the transactions contemplated hereby; provided that the parties agree that subject to the terms and conditions of the Second Equity Commitment Letter and all of the terms, conditions and limitations of the Limited Guarantee, the Company can cause each of the Funds to provide funds to Parent to the extent provided in the Second Equity Commitment Letter which shall in no event exceed the Parent Liability Cap. The Company acknowledges and agrees that it has no right of recovery against, and no personal liability shall attach to, in each case with respect to damages, any member of the Parent Group (other than Parent to the extent provided in this Agreement and the Limited Guarantee), through Parent or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil, by or through a claim by or on behalf of Parent against the Funds or any other member of the Parent Group, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise, except for its rights to cause each of the Funds (but not any other member of the Parent Group (including any general partner or managing member)) to fund to Parent its commitment to the extent provided in the Second Equity Commitment Letter, subject to the terms and conditions thereof and all of the terms, conditions and limitations of the Limited Guarantee including the Parent Liability Cap and the other limitations described therein. Recourse against the Funds under the Second Equity Commitment Letter, subject to the amount of the Parent Liability Cap and all of the terms, conditions and limitations of the Limited Guarantee shall be the sole and exclusive remedy of the Company and its Affiliates against the Funds and any other member of the Parent Group (other than Parent to the extent provided in this Agreement) in respect of any liabilities or obligations arising under, or in connection with, this Agreement or the transactions contemplated hereby. The Company acknowledges that both Parent and Merger Sub are newly-formed companies and do not have any material assets except in connection with this Agreement and the Equity Commitment Letters. The Company specifically acknowledges the separate corporate existence of each of Parent and Merger Sub. The liabilities of the Parent Group referred to in this paragraph shall not be limited to reimbursement of expenses or out-of-pocket costs, and may include, subject to the Parent Liability Cap and to the extent proven, the benefit of the bargain lost by the Company’s shareholders (taking into consideration relevant matters, including other combination opportunities and the time value of money), which shall be deemed in such event to be damages of the Company.. A-38 (ii) The provisions of this Section 8.3(f) are intended to be for the benefit of, and shall be enforceable by, the Company and each member of the Parent Group.