Common use of Limited Guarantee Clause in Contracts

Limited Guarantee. Concurrently with the execution and delivery of this Letter, the Investor and the Other Investors are each executing and delivering to the Company a limited guarantee dated as of the date hereof and related to the performance of certain of Parent’s payment obligations under the Transaction Agreement (the “Limited Guarantees”). Other than with respect to the Company’s rights pursuant to clause (b) of Section 5 hereof and the Company’s rights pursuant to clause (b) of Section 5 of the Other Investors Equity Commitment Letters, the Company’s right to assert any Retained Claim (as defined in the Limited Guarantees) against any Non-Recourse Party (as defined in the Limited Guarantee) against which such Retained Claim may be asserted pursuant to Section 8 of the Limited Guarantees and the Company’s remedies against the Investor and the Other Investors under their applicable Limited Guarantee shall be, and are intended to be, the sole and exclusive direct or indirect remedies available to the Company and its security holders and Affiliates against the Investor, the Other Investors or any other Non-Recourse Party in respect of any liabilities or obligations arising under, or in connection with, this Letter, the Other Investors Equity Commitment Letters, the Limited Guarantees, the Transaction Agreement or the transactions contemplated thereby or the negotiation hereof or thereof, including breaches hereof or thereof, whether or not such breach is caused by the Investor’s breach of its obligations under this Letter.

Limited Guarantee. Concurrently with the execution and delivery of this Letterletter agreement, certain Affiliates of the Investor and the Other Investors (together with other guarantors party thereto) are each executing and delivering to the Company a limited guarantee guarantee, dated as of the date hereof and hereof, related to the performance of certain of Parent’s and Merger Sub’s payment obligations under the Transaction Merger Agreement (the “Limited GuaranteesGuarantee”). Other than with respect to The parties agree and acknowledge that the Company’s rights pursuant to clause (bii) of Section 5 hereof and 7(b) hereof, the Company’s rights against Holdco, Parent and Merger Sub, as applicable, pursuant to clause (bSection 10.7(b) of Section 5 of the Other Investors Equity Commitment Letters, Merger Agreement and the Company’s right to assert any Retained Claim (as defined in the Limited GuaranteesGuarantee) against any Non-Recourse Party (as defined in the Limited Guarantee) against which such Retained Claim may be asserted pursuant to as set forth in Section 8 10 of the Limited Guarantees and the Company’s remedies against the Investor and the Other Investors under their applicable Limited Guarantee Guarantee, shall be, and are intended to be, the sole and exclusive direct or indirect remedies available to the Company and its security holders and Affiliates against the Investor, the Other Investors Investor or any other Non-Recourse Party Party, as applicable, in respect of any liabilities or obligations arising under, or in connection with, this Letter, letter agreement or the Other Investors Equity Commitment Letters, the Limited Guarantees, the Transaction Merger Agreement or the transactions contemplated thereby hereby or the negotiation hereof or thereofthereby, including in the event Parent or Merger Sub breaches hereof or thereofits obligations under the Merger Agreement, whether or not such Parent’s or Merger Sub’s breach is caused by the Investor’s breach of its obligations under this Letterletter agreement.

Limited Guarantee. Concurrently with the execution and delivery of this Letterletter agreement, the Investor and the Other Investors are each Xx. Xxx (together with other guarantors party thereto) is executing and delivering to the Company a limited guarantee guarantee, dated as of the date hereof and hereof, related to the performance of certain of Parent’s and Merger Sub’s payment obligations under the Transaction Merger Agreement (the “Limited GuaranteesGuarantee”). Other than with respect to The parties agree and acknowledge that the Company’s rights pursuant to clause (bii) of Section 5 hereof and 7(b) hereof, the Company’s rights against Holdco, Parent and Merger Sub, as applicable, pursuant to clause (bSection 10.7(b) of Section 5 of the Other Investors Equity Commitment Letters, Merger Agreement and the Company’s right to assert any Retained Claim (as defined in the Limited GuaranteesGuarantee) against any Non-Recourse Party (as defined in the Limited Guarantee) against which such Retained Claim may be asserted pursuant to as set forth in Section 8 10 of the Limited Guarantees and the Company’s remedies against the Investor and the Other Investors under their applicable Limited Guarantee Guarantee, shall be, and are intended to be, the sole and exclusive direct or indirect remedies available to the Company and its security holders and Affiliates against the Investor, the Other Investors Xx. Xxx or any other Non-Recourse Party Party, as applicable, in respect of any liabilities or obligations arising under, or in connection with, this Letter, letter agreement or the Other Investors Equity Commitment Letters, the Limited Guarantees, the Transaction Merger Agreement or the transactions contemplated thereby hereby or the negotiation hereof or thereofthereby, including in the event Parent or Merger Sub breaches hereof or thereofits obligations under the Merger Agreement, whether or not such Parent’s or Merger Sub’s breach is caused by the Investor’s Xx. Xxx’x breach of its his obligations under this Letterletter agreement.

Limited Guarantee. Concurrently with the execution and delivery of this LetterAgreement, the Investor and the Other Investors Funds are each executing and delivering to the Company a limited guarantee dated as of the date hereof and Limited Guarantee related to the performance of certain of ParentNewco’s payment obligations under the Transaction Merger Agreement (the “Limited GuaranteesGuarantee”). Other than with respect to (i) the Company’s rights and remedies pursuant to clause clauses (bii) through (iv) of Section 5 hereof and hereof, (ii) the Company’s rights and remedies against Newco and Merger Sub pursuant to clause the Merger Agreement and (biii) of Section 5 of the Other Investors Equity Commitment Letters, the Company’s right to assert any Retained Claim (as defined in the Limited GuaranteesGuarantee) against any certain Non-Recourse Party Parties (as defined in the Limited Guarantee) against which such Retained Claim may be asserted pursuant to Section 8 of the Limited Guarantees and Guarantee, the Company’s remedies against the Investor and Funds under the Other Investors under their applicable Limited Guarantee shall be, and are intended to be, the sole and exclusive direct or indirect remedies available to the Company and its security holders and Affiliates against the Investor, the Other Investors each Fund or any other Non-Recourse Party (against which a Retained Claim may be asserted pursuant to Section 8 of the Limited Guarantee) in respect of any liabilities or obligations arising under, or in connection with, this Letter, the Other Investors Equity Commitment Letters, the Limited Guarantees, the Transaction Merger Agreement or the transactions contemplated thereby or the negotiation hereof or thereofthereby, including in the event Newco or Merger Sub breaches hereof or thereofits obligations under the Merger Agreement, whether or not such breach is caused by the Investorany Fund’s breach of its obligations under this LetterAgreement.