Common use of Monetary Damages Clause in Contracts

Monetary Damages. In no event shall (A) the Company, the Company Subsidiaries and each of their respective Affiliates or (B) the former, current and future holders of any equity, controlling persons, directors, officers, employees, agents, attorneys, Affiliates, members, managers, general or limited partners, stockholders and assignees of each of the Company, the Company Subsidiaries and each of their respective Affiliates (foregoing in clauses (A) and (B) collectively, the “Company Related Parties”) have the right to seek or obtain money damages or expense reimbursement (whether at law or in equity, in contract, in tort or otherwise) from Parent, Merger Subsidiary, the Guarantors or any Parent Related Party other than the right of the Company to payment of the Parent Termination Fee as set forth in Section 7.4(b) and to enforce its rights under the Guaranties. In addition, notwithstanding anything in this Agreement to the contrary, the Company and each Company Related Party hereby waives any claims against the Financing Sources and any of their respective former, current or future directors, officers, employees, agents, general or limited partners, managers, management companies, members, stockholders or equity holders (collectively, the “Financing Source Related Parties”), and hereby agrees that in no event shall the Financing Source Related Parties have any liability or obligation to the Company or any Company Related Party relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter or the transactions contemplated hereby; provided that, notwithstanding the foregoing, nothing in this Section 8.12(b)(v) shall in any way limit or modify the rights and obligations of Parent, Merger Subsidiary or the Financing Sources under the Debt Commitment Letters. In addition to the rights of Parent and Merger Subsidiary hereunder, Parent and Merger Subsidiary shall be entitled, at Parent’s and Merger Subsidiary’s sole election, to settle any pre-Closing claims against Parent or Merger Subsidiary relating to Parent’s and Merger Subsidiary’s obligations under this Agreement by consummating the Closing and the Merger in accordance with the terms of this Agreement.

Monetary Damages. In no event shall (A) the Company, the Company its Subsidiaries and each of their respective Affiliates or (B) the former, current and future holders of any equity, controlling persons, directors, officers, employees, agents, attorneys, Affiliates, members, managers, general or limited partners, stockholders and assignees of each of the Company, the Company its Subsidiaries and each of their respective Affiliates (foregoing in clauses (A) and (B) collectively, the “Company Related Parties”) have the right to seek or obtain money damages or expense reimbursement (whether at law or in equity, in contract, in tort or otherwise) from Parent, Merger Subsidiary, the Guarantors Sub or any other Parent Related Party other than the right of the Company to payment of the Parent Termination Fee as set forth in Section 7.4(b8.4(b). For the avoidance of doubt, in the event this Agreement is terminated in accordance with Section 8.1, the Parent Termination Fee (if payable pursuant to Section 8.4(b)) represents the maximum aggregate Liability of Parent, Merger Sub, and to enforce its rights any other Parent Related Party under this Agreement and the Guarantiestransactions and other agreements contemplated hereby. In addition, and notwithstanding anything in this Agreement to the contrary, the Company and each hereby (A) agrees that no Company Related Party hereby shall have the right to seek or obtain money damages or expense reimbursement (whether at law or in equity, in contract, in tort or otherwise) from any Financing Source and (B) waives any and all claims against the Financing Sources (and agrees not to bring any claim or cause of their respective former, current or future directors, officers, employees, agents, general or limited partners, managers, management companies, members, stockholders or equity holders (collectively, the “Financing Source Related Parties”), action) and hereby agrees that in no event shall the Financing Source Related Parties Sources have any liability or obligation to the Company or any Company Related Party relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter or the transactions contemplated hereby; provided that, notwithstanding the foregoing, nothing in this Section 8.12(b)(v9.11(c)(iv) shall in any way limit or modify the rights and obligations of Parent, Merger Subsidiary Sub or the Financing Sources set forth under the Debt Commitment LettersLetter. In addition to the rights of Parent and Merger Subsidiary Sub hereunder, Parent and Merger Subsidiary Sub shall be entitled, at Parent’s Parent and Merger SubsidiarySub’s sole election, to settle any pre-Closing claims against Parent arising from or Merger Subsidiary relating to Parent’s and Merger Subsidiary’s obligations under this Agreement by consummating the Closing and agreeing to consummate the Merger in accordance with the terms of this Agreement.

Monetary Damages. In Other than in the case of actual fraud, in no event shall (A) the Company, the Company its Subsidiaries and each of their respective Affiliates or (B) the former, current and future holders of any equity, controlling persons, directors, officers, employees, agents, attorneysRepresentatives, Affiliates, members, managers, general or limited partners, stockholders and assignees of each of the Company, the Company its Subsidiaries and each of their respective Affiliates (foregoing in clauses (A) and (B) collectively, the “Company Related Parties”) have the right to seek or obtain money damages or expense reimbursement (whether at law or in equity, in contract, in tort or otherwise) from Parent, Merger Subsidiary, the Guarantors or any Parent Related Party other than the right of the Company to payment of the Parent Termination Fee as set forth in Section 7.4(b‎Section 9.3(e) and any amounts payable pursuant to enforce its rights under Section 9.3(i), the Guarantiesright of the Company to recover any amounts pursuant to ‎Section 7.10(d) and, subject to the Parent Liability Limitation, damages in the event of a Specified Breach. In addition, notwithstanding anything in this Agreement to the contrary, the Company and each other Company Related Party hereby waives any claims against the Financing Sources and any of their respective former, current or future directors, officers, employees, agents, general or limited partners, managers, management companies, members, stockholders or equity holders (collectively, the “Financing Source Related Parties”), and hereby agrees that in no event shall the Financing Source Related Parties Sources have any liability liability, whether at law or in equity, in contract, in tort or otherwise, or obligation to the Company or any other Company Related Party relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter or the transactions contemplated herebyhereby and thereby, the termination of this Agreement, the failure to consummate the transactions contemplated by this Agreement or any claims or actions under applicable Laws arising out of any such breach, termination or failure; provided that, notwithstanding the foregoing, nothing in this Section 8.12(b)(v10.7(b)(v) shall in any way limit or modify the rights and obligations of Parent, Merger Subsidiary Sub or the Financing Sources under the Debt Commitment LettersLetter. In addition to the rights of Parent and Merger Subsidiary Sub hereunder, Parent and Merger Subsidiary Sub shall be entitled, at Parent’s Parent and Merger SubsidiarySub’s sole election, to settle any pre-Closing claims against for the Parent Termination Fee or Merger Subsidiary relating damages in respect of Specified Breaches by agreeing to Parent’s and Merger Subsidiary’s obligations under this Agreement by consummating the Closing and consummate the Merger in accordance with the terms of this Agreement. For the avoidance of doubt, no Financing Source shall be subject to any special, consequential, or punitive damages or damages of a tortious nature. The Financing Sources are intended third party beneficiaries of this Section 10.7.

Monetary Damages. In no event shall (A) the Company, the Company its Subsidiaries and each of their respective Affiliates or (B) the former, current and future holders of any equity, controlling persons, directors, officers, employees, agents, attorneys, Affiliates, members, managers, general or limited partners, stockholders and assignees of each of the Company, the Company its Subsidiaries and each of their respective Affiliates (foregoing in clauses (A) and (B) collectively, the “Company Related Parties”) have the right to seek or obtain money damages or expense reimbursement (whether at law or in equity, in contract, in tort or otherwise) from ParentNewco, Merger SubsidiarySub, the Guarantors Guarantor, the Equity Financing Source or any Parent other Newco Related Party other than the right of the Company to payment of the Parent Newco Termination Fee as set forth in Section 7.4(b8.4(b) and to enforce its rights under the GuarantiesGuaranty. For the avoidance of doubt, in the event this Agreement is terminated in accordance with Section 8.1, the Newco Termination Fee (if payable pursuant to Section 8.4(b)) represents the maximum aggregate Liability of Newco, Merger Sub, the Guarantor and any other Newco Related Party under this Agreement and the transactions and other agreements contemplated hereby. In addition, and notwithstanding anything in this Agreement to the contrary, the Company and each hereby (A) agrees that no Company Related Party hereby shall have the right to seek or obtain money damages or expense reimbursement (whether at law or in equity, in contract, in tort or otherwise) from any Debt Financing Source and (B) waives any and all claims against the Debt Financing Sources (and agrees not to bring any claim or cause of their respective former, current or future directors, officers, employees, agents, general or limited partners, managers, management companies, members, stockholders or equity holders (collectively, the “Financing Source Related Parties”), action) and hereby agrees that in no event shall the Debt Financing Source Related Parties Sources have any liability or obligation to the Company or any Company Related Party relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter Letters or the transactions contemplated hereby; provided that, notwithstanding the foregoing, nothing in this Section 8.12(b)(v9.11(c)(v) shall in any way limit or modify the rights and obligations of ParentNewco, Merger Subsidiary Sub or the Financing Sources set forth under the Debt Commitment Letters. In addition to the rights of Parent Newco and Merger Subsidiary Sub hereunder, Parent Newco and Merger Subsidiary Sub shall be entitled, at Parent’s Newco and Merger SubsidiarySub’s sole election, to settle any pre-Closing claims against Parent arising from or Merger Subsidiary relating to Parent’s and Merger Subsidiary’s obligations under this Agreement by consummating the Closing and agreeing to consummate the Merger in accordance with the terms of this Agreement.

Monetary Damages. In (i) Subject to Section 10.2(c) and Section 10.2(d), if this Agreement is validly terminated in accordance with Section 10.1 and Parent Company or the Sellers bring claims under this Agreement for monetary damages in respect of Willful and Material Breach by Buyer or Parent of this Agreement occurring prior to such termination, absent Fraud, the aggregate monetary damages recoverable by the Seller Transaction Group (collectively) under or arising from this Agreement, any Ancillary Agreement or any document to be delivered in connection herewith or therewith, or for failure to consummate the transaction contemplated hereby or thereby, shall not exceed, and the maximum Liability (under any theory of recovery, except in the case of Fraud) of Buyer and its Non-Party Affiliates (collectively) shall be, the total amount of $75,000,000. (ii) For the avoidance of doubt, in no event shall (A) the Company, the Company Subsidiaries and each of their respective Affiliates or (B) the former, current and future holders of any equity, controlling persons, directors, officers, employees, agents, attorneys, Affiliates, members, managers, general or limited partners, stockholders and assignees of each member of the Company, Seller Transaction Group or any other Person claiming by or through any of the Company Subsidiaries and each of their respective Affiliates foregoing be entitled to (foregoing in clauses x) obtain the Termination Fee (Atogether with any outstanding Recovery Costs) and (By) collectively, seek to recover monetary damages or Losses from any member of the “Company Related Parties”Buyer Transaction Group hereunder. (iii) have Nothing in this Section 10.2(e) or Section 11.2 shall be deemed to affect the right to seek or obtain money damages or expense reimbursement (whether at law or specific performance in equityaccordance with Section 13.13 prior to the valid termination of this Agreement; provided, in contracthowever, in tort or otherwise) from Parent, Merger Subsidiary, that neither Sellers nor the Guarantors or Parent Companies nor any Parent Related Party other than the right member of the Company Seller Transaction shall be entitled under any circumstance to payment obtain (I) both (x) a recovery of monetary damages and (y) specific performance of the Parent Termination Fee as set forth in consummation of the Closing pursuant to Section 7.4(b) and to enforce its rights under the Guaranties. In addition, notwithstanding anything in this Agreement to the contrary, the Company and each Company Related Party hereby waives any claims against the Financing Sources and any of their respective former, current or future directors, officers, employees, agents, general or limited partners, managers, management companies, members, stockholders or equity holders (collectively, the “Financing Source Related Parties”)13.13, and hereby agrees that in no event shall the Financing Source Related Parties have any liability or Buyer be obligation to the Company or any Company Related Party relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter or the transactions contemplated hereby; provided that, notwithstanding the foregoing, nothing in this Section 8.12(b)(v) shall in any way limit or modify the rights and obligations of Parent, Merger Subsidiary or the Financing Sources under the Debt Commitment Letters. In addition to the rights of Parent and Merger Subsidiary hereunder, Parent and Merger Subsidiary shall be entitled, at Parent’s and Merger Subsidiary’s sole election, to settle any pre-Closing claims against Parent or Merger Subsidiary relating to Parent’s and Merger Subsidiary’s obligations under this Agreement by consummating the Closing and the Merger in accordance with both specifically perform the terms of this AgreementAgreement and pay monetary damages; or (II) both (x) a recovery of monetary damages under this Section 10.2(e) and (y) a Termination Fee.

Monetary Damages. In Subject to the rights contemplated by Section 6.7, except in the case of fraud or any Willful Breach, in no event shall (A) the Company, any member of the Company Subsidiaries and each of their respective Affiliates or (B) the former, current and future holders of any equity, controlling persons, directors, officers, employees, agents, attorneys, Affiliates, members, managers, general or limited partners, stockholders and assignees of each of the Company, the Company Subsidiaries and each of their respective Affiliates (foregoing in clauses (A) and (B) collectively, the “Company Related Parties”) Group have the right to seek or obtain money damages or expense reimbursement (whether at law or in equity, in contract, in tort or otherwise) from Parent, Merger SubsidiarySub, the Guarantors or Sponsor, any Parent Related Party other than the right of the Company to payment member of the Parent Termination Fee as set forth in Section 7.4(b) and to enforce its rights Group or any financing source under the Guaranties. In addition, notwithstanding anything in this Agreement to and, except in the contrarycase of fraud or any Willful Breach, the Company Group’s sole remedy for breaches or alleged breaches of this Agreement by Parent or Merger Sub shall be the Company’s right to (A) terminate this Agreement in accordance with Section 8.1, or (B) seek the remedy of specific performance solely to the extent and each Company Related Party hereby waives in accordance with the express terms of Section 9.7(b)(i) and Section 9.7(b)(ii). In the event of any claims against the Financing Sources and any of their respective former, current or future directors, officers, employees, agents, general or limited partners, managers, management companies, members, stockholders or equity holders (collectivelyWillful Breach, the “Financing Source Related Parties”maximum aggregate monetary liability of Parent, Merger Sub, Sponsor or any other member of the Parent Group in respect of such Willful Breach (including for any loss suffered or the failure of the transactions contemplated hereby to be consummated, or in respect of any oral representation made or alleged to have been made in connection herewith), whether in equity or at Law, in contract, in tort or otherwise, shall be limited to the Cap, and hereby agrees that in no event shall any member of the Financing Source Related Parties Company Group seek to recover any money damages in excess of such amount or any damages in respect of any consequential, punitive, special, incidental, or indirect damages or losses, including business interruption, loss of future revenue, diminution in value, profits or income, or loss of business reputation or opportunity. Notwithstanding anything to the contrary herein and for the avoidance of doubt, under no circumstances will Parent, Merger Sub, Sponsor or any other member of the Parent Group have any liability or obligation to for monetary damages in respect of any such Willful Breach unless and until the Company or any Company Related Party relating to or arising out valid termination of this Agreement, the Debt Financing, the Debt Commitment Letter or the transactions contemplated hereby; provided that, notwithstanding the foregoing, nothing in this Section 8.12(b)(v) shall in any way limit or modify the rights and obligations of Parent, Merger Subsidiary or the Financing Sources under the Debt Commitment Letters. In addition to the rights of Parent and Merger Subsidiary hereunder, Parent and Merger Subsidiary shall be entitled, at Parent’s and Merger Subsidiary’s sole election, to settle any pre-Closing claims against Parent or Merger Subsidiary relating to Parent’s and Merger Subsidiary’s obligations under this Agreement by consummating the Closing and the Merger in accordance with the terms of this AgreementArticle VIII.

Monetary Damages. In no event shall (A) the Company, the Company its Subsidiaries and each of their respective Affiliates or (B) the former, current and future holders of any equity, controlling persons, directors, officers, employees, agents, attorneys, Affiliates, members, managers, general or limited partners, stockholders and assignees of each of the Company, the Company its Subsidiaries and each of their respective Affiliates (foregoing in clauses (A) and (B) collectively, the “Company Related Parties”) have the right to seek or obtain money damages or expense reimbursement (whether at law or in equity, in contract, in tort or otherwise) from ParentNewco, Merger SubsidiarySub, the Guarantors Guarantors, the Equity Financing Sources or any Parent other Newco Related Party other than the right of the Company to payment of the Parent Newco Termination Fee as set forth in Section 7.4(b8.4(b) and to enforce its rights under the GuarantiesGuarantees. For the avoidance of doubt, in the event this Agreement is terminated in accordance with Section 8.1, the Newco Termination Fee (if payable pursuant to Section 8.4(b)) represents the maximum aggregate Liability of Newco, Merger Sub, the Guarantors and any other Newco Related Party under this Agreement and the transactions and other agreements contemplated hereby. In addition, and notwithstanding anything in this Agreement to the contrary, the Company and each hereby (A) agrees that no Company Related Party hereby shall have the right to seek or obtain money damages or expense reimbursement (whether at law or in equity, in contract, in tort or otherwise) from any Debt Financing Source and (B) waives any and all claims against the Debt Financing Sources (and agrees not to bring any claim or cause of their respective former, current or future directors, officers, employees, agents, general or limited partners, managers, management companies, members, stockholders or equity holders (collectively, the “Financing Source Related Parties”), action) and hereby agrees that in no event shall the Debt Financing Source Related Parties Sources have any liability or obligation to the Company or any Company Related Party relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter Letters or the transactions contemplated hereby; provided that, notwithstanding the foregoing, nothing in this Section 8.12(b)(v9.11(c)(v) shall in any way limit or modify the rights and obligations of ParentNewco, Merger Subsidiary Sub or the Financing Sources set forth under the Debt Commitment Letters. In addition to the rights of Parent Newco and Merger Subsidiary Sub hereunder, Parent Newco and Merger Subsidiary Sub shall be entitled, at Parent’s Newco and Merger SubsidiarySub’s sole election, to settle any pre-Closing claims against Parent arising from or Merger Subsidiary relating to Parent’s and Merger Subsidiary’s obligations under this Agreement by consummating the Closing and agreeing to consummate the Merger in accordance with the terms of this Agreement.

Monetary Damages. In no event shall (A) the Company, the Company its Subsidiaries and each of their respective Affiliates or (B) the former, current and future holders of any equity, controlling persons, directors, officers, employees, agents, attorneys, Affiliates, members, managers, general or limited partners, stockholders and assignees of each of the Company, the Company its Subsidiaries and each of their respective Affiliates (foregoing in clauses (A) and (B) collectively, the “Company Related Parties”) have the right to seek or obtain money damages or expense reimbursement (whether at law or in equity, in contract, in tort or otherwise) from ParentNewco, Merger SubsidiarySub, the Guarantors Guarantor, the Equity Financing Source or any Parent other Newco Related Party other than (i) the right of the Company to payment of the Parent Newco Termination Fee as set forth in Section 7.4(b8.4(b), (ii) and to enforce its rights under the GuarantiesGuaranty, (iii) the right of the Company to reimbursement and indemnification as set forth in Section 7.3(i) or (iv) the rights of the Indemnified Persons set forth in Section 7.11 following the Closing. For the avoidance of doubt, in the event this Agreement is terminated in accordance with Section 8.1, payment of the Newco Termination Fee by Newco or the Guarantor (if payable pursuant to Section 8.4(b)) represents the maximum aggregate Liability of Newco, Merger Sub, the Guarantor and any other Newco Related Party under this Agreement and the transactions and other agreements contemplated hereby (other than the amounts due under Section 7.3(i)). In addition, and notwithstanding anything in this Agreement to the contrary, the Company and each hereby (A) agrees that no Company Related Party hereby shall have the right to seek or obtain money damages or expense reimbursement (whether at law or in equity, in contract, in tort or otherwise) from any Debt Financing Source and (B) waives any and all claims against the Debt Financing Sources (and agrees not to bring any claim or cause of their respective former, current or future directors, officers, employees, agents, general or limited partners, managers, management companies, members, stockholders or equity holders (collectively, the “Financing Source Related Parties”), action) and hereby agrees that in no event shall the Debt Financing Source Related Parties Sources have any liability or obligation to the Company or any Company Related Party relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter Letters or the transactions contemplated hereby; provided that, notwithstanding anything to the contrary in the foregoing, nothing in this Section 8.12(b)(v9.11(c)(v) shall in any way limit or modify the rights and obligations of ParentNewco, Merger Subsidiary Sub or the Debt Financing Sources set forth under the Debt Commitment Letters. In addition to the rights of Parent Newco and Merger Subsidiary Sub hereunder, Parent Newco and Merger Subsidiary Sub shall be entitled, at Parent’s Newco and Merger SubsidiarySub’s sole election, to settle any pre-Closing claims against Parent arising from or Merger Subsidiary relating to Parent’s and Merger Subsidiary’s obligations under this Agreement by consummating the Closing and agreeing to consummate the Merger in accordance with the terms of this Agreement.

Monetary Damages. Upon termination of the Agreement pursuant to Section 7.1(h) or Section 7.1(i), in each case in connection with an intentional and willful material breach by Parent or Merger Sub of any representation, warranty, covenant or agreement contained in this Agreement (but subject to the proviso below), the Company Group shall have the right to seek money damages from Parent or Merger Sub under this Agreement; provided, however, that the Company shall have the right to seek both specific performance and monetary damages simultaneously, so long as it may only obtain either specific performance or monetary damages and if monetary damages are so awarded, then the Agreement shall be deemed to have been validly terminated, pursuant to Section 7.1(h) or Section 7.1(i), as applicable. Under no circumstances will the collective monetary damages payable by Parent, Merger Sub or any of their Affiliates for such breaches exceed an amount equal to $2,404,228 in the aggregate for all such breaches (the "Parent Damages Cap"). In no event shall (A) the Company, any member of the Company Subsidiaries and each of their respective Affiliates or (B) the former, current and future holders of any equity, controlling persons, directors, officers, employees, agents, attorneys, Affiliates, members, managers, general or limited partners, stockholders and assignees of each of the Company, the Company Subsidiaries and each of their respective Affiliates (foregoing in clauses (A) and (B) collectively, the “Company Related Parties”) Group have the right to seek or obtain money damages or expense reimbursement (whether at law or in equity, in contract, in tort or otherwise) from Parent, Merger Subsidiary, the Guarantors Sub or any Parent Related Party other than the right of the Company to payment member of the Parent Termination Fee as set forth Group in Section 7.4(ban amount, in the aggregate, in excess of the Parent Damages Cap. Other than the obligations of Parent and Merger Sub to the extent expressly provided in this Agreement, in no event will any member of the Parent Group or any other Person other than Parent and Merger Sub have any liability for monetary damages or expense reimbursement (whether at law or in equity, in contract, in tort or otherwise) and to enforce its rights under the GuarantiesCompany or any other Person relating to or arising out of this Agreement, the Merger or the other transactions contemplated hereby. In addition, notwithstanding anything in this Agreement to the contrary, the Company Company, each of its Subsidiaries and each other member of the Company Related Party Group hereby waives any claims against the Financing Sources and Lender Parties (other than any Lender Party which is part of their respective former, current or future directors, officers, employees, agents, general or limited partners, managers, management companies, members, stockholders or equity holders (collectively, the “Financing Source Related Parties”), Parent Group) and hereby agrees that in no event shall the Financing Source Related Lender Parties have any liability or obligation to the Company Company, any of its Subsidiaries or any other member of the Company Related Party Group relating to or arising out of this Agreement, Agreement or the Debt Financing, the Debt Commitment Letter or the transactions contemplated hereby; provided that, notwithstanding the foregoing, nothing in this Section 8.12(b)(v8.8(b)(iii) shall in any way limit or modify the rights and obligations of Parent, Merger Subsidiary Sub or the Financing Sources Lender Parties under any Contracts entered into in connection with the Debt Commitment LettersFinancing. In addition to the rights of Parent and Merger Subsidiary Sub hereunder, Parent and Merger Subsidiary Sub shall be entitled, at Parent’s Parent and Merger Subsidiary’s Sub's sole election, to settle any pre-Closing claims against Parent arising from or Merger Subsidiary relating to Parent’s and Merger Subsidiary’s obligations under this Agreement by consummating the Closing and agreeing to consummate the Merger in accordance with the terms of this Agreement.

Monetary Damages. In Other than in the case of fraud or otherwise explicitly permitted under Section 8.2, in no event shall (A) the Company, the Company Subsidiaries and each of their respective Affiliates or (B) the former, current and future holders of any equity, controlling persons, directors, officers, employees, agents, attorneys, Affiliates, members, managers, general or limited partners, stockholders and assignees of each of the Company, the Company Subsidiaries and each of their respective Affiliates (foregoing in clauses (A) and (B) collectively, the “Company Related Parties”) Party have the right to seek or obtain money damages or expense reimbursement (whether at law or in equity, in contract, in tort or otherwise) from Parent, Merger SubsidiaryAcquisition Sub, the Guarantors Guarantor, the Financing Sources or any other Parent Related Party other than the right of the Company to payment of the Parent Reverse Termination Fee as set forth in Section 7.4(b8.3(b) and to enforce its rights under the GuarantiesGuaranty. In addition, and notwithstanding anything in this Agreement to the contrary, the Company and each Company Related Party hereby waives any and all claims against the Financing Sources and any of their respective former, current or future directors, officers, employees, agents, general or limited partners, managers, management companies, members, stockholders or equity holders (collectively, the “Financing Source Related Parties”), and hereby agrees that in no event shall the Financing Source Related Parties Sources have any liability or obligation to the Company or any Company Related Party relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter or the transactions contemplated hereby; provided that, notwithstanding the foregoing, nothing in this Section 8.12(b)(v9.9(b)(v) shall in any way limit or modify the rights and obligations of Parent, Merger Subsidiary Acquisition Sub or the Financing Sources set forth under the Debt Commitment Letters. In addition to the rights of Parent and Merger Subsidiary Acquisition Sub hereunder, prior to the termination of this Agreement, Parent and Merger Subsidiary Acquisition Sub shall be entitled, at Parent’s Parent and Merger Subsidiary’s Acquisition Sub's sole election, to settle any pre-Closing claims against Parent arising from or Merger Subsidiary relating to Parent’s and Merger Subsidiary’s obligations under this Agreement by consummating the Closing and the Merger in accordance with the terms of this Agreement.