Common use of No Survival; Certain Waivers Clause in Contracts

No Survival; Certain Waivers. (a) Except in the case of Fraud, each of the representations and warranties of the Company and the Sellers set forth in this Agreement or in any instrument delivered in connection with this Agreement shall terminate effective immediately as of the Closing such that no claim for breach of any such representation or warranty, detrimental reliance or other right or remedy (whether in contract, in tort or at law or in equity) may be brought after the Closing with respect thereto against the Company or the Sellers. Except in the case of fraud, each of the representations and warranties of Parent and Merger Sub set forth in this Agreement or in any instrument delivered in connection with this Agreement shall terminate effective immediately as of the full satisfaction of the payment obligations for all amounts required to be paid by Parent pursuant to Section 1.9 and Section 1.10(e) of this Agreement such that no claim for breach of any such representation or warranty, detrimental reliance or other right or remedy (whether in contract, in tort or at law or in equity) may be brought after the Closing with respect thereto against the Parent or the Merger Sub. The covenants and agreements of the Company, the Sellers, Parent and Merger Sub set forth in this Agreement and in any other document delivered in connection herewith to the extent contemplating or requiring performance prior to the Closing shall terminate effective immediately as of the Closing such that no claim for breach of any such covenant or agreement, detrimental reliance or other right or remedy (whether in contract, in tort, at law or in equity) may be brought after the Closing with respect thereto against the Company, the Sellers, Parent (or any Affiliate thereof) or Merger Sub. Each covenant or agreement herein requiring performance at or after the Closing, shall, in each case, expressly survive the Closing, and nothing in this Section 9.1(a) shall be deemed to limit any rights or remedies of any party hereto for breach of any such surviving covenant or agreement. (b) Parent, for itself and on behalf of its Affiliates (including, after the Closing with respect to Parent, the Surviving Company and the Company Subsidiaries), acknowledges and agrees that, except in the case of Fraud, from and after the Closing, to the fullest extent permitted under applicable Law, any and all rights, claims and causes of action it may have against any Seller or its Affiliates or any of the former, current, or future general or limited partners, shareholders or equityholders, managers, members, directors, officers, employees, representatives or agents or any former, current or future general or limited partner, direct or indirect shareholder or equityholder, manager, member, director, officer, employee, Affiliate, representative or agent of any of the foregoing (collectively, the “Seller Related Persons”) relating to the subject matter of this Agreement or the Company Disclosure Schedule, or Exhibits hereto or the Transactions, whether arising under, or based upon, any Law or otherwise (including any right, whether arising at law or in equity, to seek indemnification, contribution, cost recovery, damages or any other recourse or remedy, including as may arise under common law) are hereby irrevocably waived. Furthermore, without limiting the generality of this Section 9.1, no claim shall be brought or maintained by, or on behalf of, the Parent or any of its Affiliates (including, after the Closing with respect to Parent, the Surviving Company and the Company Subsidiaries) against any Seller Related Person, and no recourse shall be sought or granted against any of them, by virtue of, or based upon, any alleged misrepresentation or inaccuracy in, or breach of, any of the representations, warranties, covenants or agreements of the Company, the Sellers or any other Person set forth or contained in this Agreement, any certificate, instrument, opinion, agreement or other document of the Company, the Sellers or any other Person delivered hereunder, the subject matter of this Agreement or the Company Disclosure Schedule or Exhibits hereto or the Transactions, the business or the ownership, operation, management, use or control of the business of the Company or any Company Subsidiaries, any of their assets, or any actions or omissions at, or prior to, the Closing. (c) Parent acknowledges and agrees that the agreements contained in this Section 9.1 are an integral part of the Transaction and that, without these agreements set forth in this Section 9.1, the Company and the Sellers would not enter into this Agreement or otherwise agree to consummate the Transaction.

No Survival; Certain Waivers. (a) Except The representations and warranties and covenants and agreements (to the extent contemplating or requiring performance prior to the Closing) of Seller, Lender and Buyer set forth in this Agreement or in any instrument delivered in connection with this Agreement shall not survive the Closing; provided that the representations and warranties set forth in Section 4.10 and Section 5.06, solely with respect to the Lender Stock R&W Policy Amount shall survive the Closing until the earlier of the issuance of the Lender Stock R&W Policy Amount, if any, and such time as the Lender Stock R&W Policy Amount is no longer potentially issuable pursuant to the terms of this Agreement; provided, further, that the representations and warranties set forth in Section 4.10 and Section 5.06, solely with respect to the Lender Stock Release Amount or Remaining Lender Stock Release Amount, as the case may be, shall survive the Closing until the issuance of Fraudthe Lender Stock Release Amount or Remaining Lender Stock Release Amount, each as the case may be (or, if no such amount is due to Lender pursuant to Section 2.06, the date on which the Lender Cash Repayment Amount is finally determined thereunder). Each of the representations and warranties of the Company Seller, Lender and the Sellers Buyer set forth in this Agreement or in any instrument delivered in connection with this Agreement shall terminate effective immediately as of the Closing such that no claim for breach of any such representation or warranty, detrimental reliance or other right or remedy (whether in contract, in tort or at law or in equity) may be brought after the Closing with respect thereto against the Company Seller or the Sellers. Except in the case of fraud, each of the representations and warranties of Parent and Merger Sub set forth in this Agreement or in any instrument delivered in connection with this Agreement shall terminate effective immediately as of the full satisfaction of the payment obligations for all amounts required to be paid by Parent pursuant to Section 1.9 and Section 1.10(e) of this Agreement such that no claim for breach of any such representation or warranty, detrimental reliance or other right or remedy (whether in contract, in tort or at law or in equity) may be brought after the Closing with respect thereto against the Parent or the Merger SubLender. The covenants and agreements of the CompanySeller, the Sellers, Parent Lender and Merger Sub Buyer set forth in this Agreement and in any other document delivered in connection herewith to the extent contemplating or requiring performance prior to the Closing shall terminate effective immediately as of the Closing such that no claim for breach of any such covenant or agreement, detrimental reliance or other right or remedy (whether in contract, in tort, at law or in equity) may be brought after the Closing with respect thereto against the CompanySeller, the Sellers, Parent (Lender or any Affiliate thereof) or Merger SubBuyer. Each covenant or agreement herein requiring performance at or after the Closing, shall, in each case, expressly survive the Closing, and nothing in this Section 9.1(a10.01(a) shall be deemed to limit any rights or remedies of any party hereto Party for breach of any such surviving covenant or agreement. For the avoidance of doubt, the foregoing limitations shall not apply to the representations and warranties, covenants and agreements in the Required Payoff Letters or the representations and warranties, covenants and agreements set forth in any other written agreement delivered hereunder. Notwithstanding the foregoing, the Parties agree and acknowledge that this Section 10.01 shall not be deemed to limit the liability of any Person for Fraud. (b) ParentBuyer, for itself and on behalf of its Affiliates (including, after the Closing with respect to ParentClosing, the Surviving Company and the Company its Subsidiaries), acknowledges and agrees that, except in the case of Fraud, from and after the Closing, to the fullest extent permitted under applicable Law, any and all rights, claims and causes of action it may have against any Seller or its Affiliates or any member of the formerSeller Group, current, other than Seller under the terms of this Agreement solely with respect to any covenant or future general obligations hereunder which do not terminate at the Closing pursuant to Section 10.01(a) (such covenants or limited partners, shareholders or equityholders, managers, members, directors, officers, employees, representatives or agents or any former, current or future general or limited partner, direct or indirect shareholder or equityholder, manager, member, director, officer, employee, Affiliate, representative or agent of any of the foregoing (collectivelyobligations, the “Seller Related PersonsSurviving Covenants”) ), relating to the operation of the Company and its Subsidiaries or their respective businesses or relating to the subject matter of this Agreement or the Company Disclosure Schedule, or Exhibits Schedules hereto or the Transactionstransactions contemplated hereby or thereby, whether arising under, or based upon, any Law federal, state, local or foreign statute, law (including common law), ordinance, rule or regulation or otherwise (including any right, whether arising at law or in equity, to seek indemnification, contribution, cost recovery, damages or any other recourse or remedy, including as may arise under common law) are hereby irrevocably waived. Furthermore, without limiting the generality of this Section 9.110.01, no claim shall be brought or maintained by, or on behalf of, the Parent Buyer or any of its Affiliates (including, after the Closing with respect to ParentClosing, the Surviving Company and the Company its Subsidiaries) against any member of the Seller Related PersonGroup, and no recourse shall be sought or granted against any of them, by virtue of, or based upon, any alleged misrepresentation or inaccuracy in, or breach of, any of the representations, warranties, covenants or agreements of the Company, the Sellers Seller or any other Person set forth or contained in this Agreement, any certificate, instrument, opinion, agreement or other document of the CompanySeller, the Sellers Lender or any other Person delivered hereunder, the subject matter of this Agreement or the Company Disclosure Schedule or Exhibits Schedules hereto or the Transactionstransactions contemplated hereby or thereby, the business or the ownership, operation, management, use or control of the business of the Company or any Company of its Subsidiaries, any of their assets, or any actions or omissions at, or prior to, the ClosingClosing other than the Surviving Covenants; provided that, for the avoidance of doubt, nothing in this Section 10.01(b) shall be deemed to limit any liabilities or any claims arising in connection with executory obligations under Contracts unrelated to the transactions contemplated by this Agreement. Notwithstanding the foregoing, the Parties agree and acknowledge that this Section 10.01(b) shall not be deemed to limit the liability of any Person for, or be deemed a waiver of any claims against any Person with respect to, Fraud. (c) Parent Buyer acknowledges and agrees that the agreements contained in this Section 9.1 10.01 are an integral part of the Transaction transactions contemplated by this Agreement and that, without these agreements set forth in this Section 9.110.01, the Company and the Sellers Seller would not enter into this Agreement or otherwise agree to consummate the Transactiontransactions contemplated hereby.

No Survival; Certain Waivers. (a) Except The representations and warranties and covenants and agreements (to the extent such covenants and agreements contemplate or require performance prior to the Closing) of the Parties (and any of their respective Affiliates) set forth in this Agreement, any other Transaction Agreement, or in any other agreement, document or instrument delivered in connection with this Agreement shall not survive the case of Fraud, each Closing. Each of the representations and warranties of the Company Parties (and the Sellers any of their respective Affiliates) set forth in this Agreement Agreement, any other Transaction Agreement, or in any other agreement, document or instrument delivered in connection with this Agreement shall terminate effective immediately as of the Closing such that no claim for breach of any such representation or warranty, detrimental reliance or other right or remedy (whether in contract, in tort or at law or in equity) may be brought after the Closing with respect thereto against the Company applicable Party (and any of their respective Affiliates) or the Sellers. Except in the case of fraud, each of the representations and warranties of Parent and Merger Sub set forth in this Agreement or in any instrument delivered in connection with this Agreement shall terminate effective immediately as of the full satisfaction of the payment obligations for all amounts required to be paid by Parent pursuant to Section 1.9 and Section 1.10(e) of this Agreement such that no claim for breach of any such representation or warranty, detrimental reliance or other right or remedy (whether in contract, in tort or at law or in equity) may be brought after the Closing with respect thereto against the Parent or the Merger SubSeller Related Persons. The covenants and agreements of the Company, the Sellers, Parent Parties (and Merger Sub any of their respective Affiliates) set forth in this Agreement and Agreement, in any other document Transaction Agreement, or in any other agreement, document, or instrument delivered in connection herewith to the extent contemplating or requiring performance prior to the Closing shall terminate effective immediately as of the Closing such that no claim for breach of any such covenant or agreement, detrimental reliance or other right or remedy (whether in contract, in tort, at law or in equity) may be brought after the Closing with respect thereto against the Company, the Sellers, Parent applicable Party (or and any Affiliate thereofof their respective Affiliates) or Merger Subthe Seller Related Persons. Each covenant or agreement herein requiring performance at or after the Closing, shall, in each case, expressly survive the Closing, and nothing in this Section 9.1(a10.1(a) shall be deemed to limit any rights or remedies of any party hereto Party for breach of any such surviving covenant or agreement. (b) ParentBuyer, for itself and on behalf of its Affiliates (including, after the Closing with respect to ParentBuyer and the Company, collectively, the Surviving Company and the Company Subsidiaries“Buyer Releasors”), acknowledges and agrees that, except in the case of Fraud, from and after the Closing, to the fullest extent permitted under applicable Law, any and all rights, claims and causes of action it may have against any the Seller Parties or its Affiliates their Affiliates, or any of the direct or indirect former, current, or future general or limited partners, shareholders stockholders or equityholders, managers, members, directors, officers, employees, representatives representatives, advisors or agents (or the functional equivalent of any of the foregoing positions) or any direct or indirect former, current or future general or limited partner, direct or indirect shareholder stockholder or equityholder, manager, member, director, officer, employee, Affiliate, representative representative, advisor or agent (or the functional equivalent of any of the foregoing positions) of any of the foregoing Persons (collectively, the “Seller Related Persons”) relating to the operation of the Company or its business or relating to the subject matter of this Agreement or the Company Disclosure Schedule, or Exhibits hereto or the Transactions, whether arising under, or based upon, any Law or otherwise (including any right, whether arising at law or in equity, to seek indemnification, contribution, cost recovery, damages or any other recourse or remedy, including as may arise under common law) are hereby irrevocably waived. Furthermore, without limiting the generality of this Section 9.110.1, no claim shall be brought or maintained by, or on behalf of, the Parent or any of its Affiliates (including, after the Closing with respect to Parent, the Surviving Company and the Company Subsidiaries) Buyer Releasors against any Seller Related Person, and no recourse shall be sought or granted against any of them, by virtue of, or based upon, any alleged misrepresentation or inaccuracy in, or breach of, any of the representations, warranties, covenants or agreements of the Company, Company (and the Sellers Seller Parties or any of their respective Affiliates or any other Person Person) set forth or contained in this Agreement, any certificate, instrument, opinion, agreement or other document of the CompanyCompany (and the Seller Parties or any of their respective Affiliates), the Sellers or any other Person delivered hereunder, the subject matter of this Agreement or the Company Disclosure Schedule or Exhibits hereto or hereto, the Transactions, the business or the ownership, operation, management, use or control of the business of the Company or any Company SubsidiariesCompany, any of their its assets, or any actions or omissions at, or prior to, the Closing. Notwithstanding the foregoing, no release or waiver of any claim for fraud or willful misconduct by any Person, including any Seller Related Persons, is intended by this Section 10.1. (c) Parent Without limiting the generality of the foregoing, Bxxxx acknowledges, on behalf of itself and the Buyer Releasors, and agrees that certain consents to (or notices of) the Transactions may be required in connection with certain Contracts to which the Company is a party (including certain Material Contracts) and, except as otherwise set forth herein, such consents may not have been requested or obtained and such notices may not have been provided. Buyer agrees and acknowledges that (i) the Seller Related Persons and the Company will have no liability whatsoever to the Buyer Releasors (and the Buyer Releasors will not be entitled to assert any claims) arising out of or relating to the failure to request or obtain prior to the Closing any consents or to provide any notices that may have been or may be required in connection with the Transactions or because of the default, acceleration or termination of any such Contract as a result thereof, and (ii) no representation, warranty, covenant or agreement of the Company or its Affiliates contained herein will be breached or deemed breached and no condition precedent to the obligation of Buyer will be deemed not to be satisfied as a result of the failure to request or obtain prior to the Closing any consent or provide any notice or as a result of any such default, acceleration or termination or any Legal Proceeding commenced or threatened by or on behalf of any Person arising out of or relating to the failure to request or obtain prior to the Closing any consent or provide any notice or any such default, acceleration or termination. (d) Bxxxx acknowledges and agrees that the agreements contained in this Section 9.1 10.1 are an integral part of the Transaction Transactions and that, without these agreements set forth in this Section 9.110.1, the Company and the Sellers Seller Parties would not enter into this Agreement or otherwise agree to consummate the TransactionTransactions. This Section 10.1 shall survive the Closing, is intended for the benefit of, and may be enforced directly by, each of the parties released pursuant to this Section 10.1, and shall be binding on all successors and permitted assigns of Buyer and the Company.

No Survival; Certain Waivers. (ai) Except in the case of Fraud, each of the The representations and warranties warranties, covenants and agreements of Seller (other than covenants of Seller contained in Section 1D) to the Company and extent contemplating or requiring complete performance prior to the Sellers Closing, set forth in this Agreement or in any instrument certificate delivered pursuant to Section 1D, shall not survive the Closing. Each of the representations and warranties of Seller set forth in this Agreement, or in any certificate delivered in connection with this Agreement Agreement, shall terminate effective immediately as of the Closing such that no claim for breach of any such representation or warranty, detrimental reliance or other right or remedy (whether in contract, in tort or at law or in equity) may be brought after the Closing with respect thereto against the Company Seller or the Sellers. Except in the case of fraud, each of the representations and warranties of Parent and Merger Sub set forth in this Agreement or in any instrument delivered in connection with this Agreement shall terminate effective immediately as of the full satisfaction of the payment obligations for all amounts required to be paid by Parent pursuant to Section 1.9 and Section 1.10(e) of this Agreement such that no claim for breach of any such representation or warranty, detrimental reliance or other right or remedy (whether in contract, in tort or at law or in equity) may be brought after the Closing with respect thereto against the Parent or the Merger SubSeller Party. The covenants and agreements of the Company, the Sellers, Parent and Merger Sub Seller set forth in this Agreement and in any other document delivered in connection herewith to the extent contemplating or requiring performance by Seller prior to the Closing (other than covenants and agreements contained in Section 1D) shall terminate effective immediately as of the Closing such that no claim for breach of any such covenant or agreementcovenant, detrimental reliance or other right or remedy (whether in contract, in tort, at law or in equity) may be brought after the Closing with respect thereto against the Company, the Sellers, Parent (Seller or any Affiliate thereof) or Merger Subother Seller Party. Each covenant and agreement of Seller set forth in Section 1D, and each covenant or agreement herein of Seller requiring performance at or after the Closing, shall, in each case, expressly survive the Closing, and nothing in this Section 9.1(a8A(i) shall be deemed to limit any rights or remedies of any party hereto Buyer for breach of any such surviving covenant or agreement. (bii) ParentBuyer, for itself and on behalf of its Affiliates the other Buyer Parties (including, after the Closing with respect to ParentClosing, the Surviving Company and the Company SubsidiariesEntities), acknowledges and agrees that, except in the case of Fraud, from and after the Closing, to the fullest extent permitted under applicable law (including under Environmental Law), any and all rights, claims and causes of action it may have against any Seller or its Affiliates or any Party relating to the operation of the former, current, Company Entities or future general their respective businesses or limited partners, shareholders or equityholders, managers, members, directors, officers, employees, representatives or agents or any former, current or future general or limited partner, direct or indirect shareholder or equityholder, manager, member, director, officer, employee, Affiliate, representative or agent of any of the foregoing (collectively, the “Seller Related Persons”) relating to the subject matter of this Agreement or the Company Seller Disclosure ScheduleLetter, or Exhibits hereto or and the Transactionstransactions contemplated hereby and thereby, whether arising under, or based upon, any Law federal, state, local or foreign statute, law (including common law), ordinance, rule or regulation or otherwise (including any right, whether arising at law or in equity, to seek indemnification, contribution, cost recovery, damages or any other recourse or remedy, including as may arise under common law) are hereby irrevocably waived. Furthermore, without limiting the generality of this Section 9.18A, (a) no claim shall be brought or maintained by, or on behalf of, the Parent Buyer or any of its Affiliates other Buyer Party (including, after the Closing with respect to ParentClosing, the Surviving Company and the Company SubsidiariesEntities) against any Seller Related PersonParty, and no recourse shall be sought or granted against any of them, by virtue of, or based upon, any alleged misrepresentation or inaccuracy in, or breach of, any of the representations, warranties, warranties or covenants or agreements of the Company, the Sellers Seller or any other Person set forth or contained in this Agreement, any certificate, instrument, opinion, agreement or other document of the Company, the Sellers Seller or any other Person delivered hereunder, the subject matter of this Agreement or the Company Seller Disclosure Schedule or Exhibits hereto or Letter and the Transactionstransactions contemplated hereby and thereby, the business or business, the ownership, operation, management, use or control of the business of any of the Company or any Company SubsidiariesEntities, any of their assets, or any actions or omissions at, or prior to, the Closing, (b) neither Seller nor any of its Affiliates, nor any of their respective Representatives has made, or is making (and neither Buyer nor any other Buyer Party is relying or has relied on) any statement, representation or warranty whatsoever, express or implied, except for the representations and warranties expressly provided in this Agreement (including Article 3), in any Ancillary Agreement or in any certificate delivered hereunder or thereunder, and (c) no Seller Party, nor any of their respective direct or indirect Affiliates nor any of their respective Representatives, will have or be subject to any liability to Buyer or any other Person resulting from the distribution to Buyer, or Buyer’s use of, any information, document or material made available to Buyer or its Affiliates or their respective counsel, accountants, consultants, advisors, agents or other representatives in certain “data rooms” and online “data sites,” management presentations, management interviews or any other form in expectation or anticipation of the transactions contemplated by this Agreement (other than liability with respect to breaches of the representations and warranties expressly provided in this Agreement (including Article 3)). (ciii) Parent Buyer acknowledges and agrees that the agreements contained in this Section 9.1 8A are an integral part of the Transaction transactions contemplated by this Agreement and that, without these agreements set forth in this Section 9.18A, the Company and the Sellers Seller would not enter into this Agreement or otherwise agree to consummate the Transactiontransactions contemplated hereby. (iv) Notwithstanding any of the foregoing, nothing in this Section 8A or otherwise shall limit Buyer’s right to bring any claim or cause of action based upon (x) actual fraud by Seller in the making of the representations and warranties made in this Agreement or the certificate delivered pursuant to Section 2B(iv) or (y) breach of the representations and warranties made in the third sentence of Section 3F (Capitalization) or in the fourth sentence of Section 3F (Capitalization) (but in the case of the fourth sentence, only to the extent breached with respect to the Company (and not any other Company Entity)).

No Survival; Certain Waivers. (a) Except Other than in the case of Fraud, each the representations, warranties, covenants and agreements of the representations Seller and warranties of the Company and the Sellers set forth Group contained in this Agreement or in any instrument delivered in connection with this Ancillary Agreement shall terminate effective immediately as of will not survive beyond the Closing such that no claim for breach of any such representation representation, warranty, covenant or warrantyagreement, detrimental reliance or other right or remedy (whether in contract, in tort or at law or in equity) may be brought after the Closing with respect thereto against the Company Seller, any of the Seller’s Affiliates, or the SellersSeller’s or the Seller’s Affiliates’ respective equityholders, members, partners, shareholders, managers, directors, officers, employees, agents and their respective representatives, heirs, successors and assigns (each a “Seller Related Party” and, collectively, the “Seller Related Parties”), and there will be no liability in respect thereof, whether such liability has accrued prior to or after the Closing, on the part of any the Seller, the Company Group or any other Seller Related Parties, except for those covenants and agreements and other provisions contained herein or in any agreement delivered pursuant to this Agreement that by their terms apply or are to be performed in whole or in part after the Closing, including those set forth in ARTICLE II (Purchase and Sale of the Shares), this ARTICLE VII (Post-Closing Agreements) and ARTICLE IX (Miscellaneous). Except Other than in the case of fraudFraud, each the sole and exclusive remedy of Purchaser and the Purchaser Related Parties with respect to breaches of representations and warranties made to Purchaser shall be strictly limited to the Warranty Policy. For the avoidance of Parent and Merger Sub doubt, other than in the case of Fraud, the limitations on liability set forth in this Agreement shall still apply if the Warranty Policy is revoked, cancelled or modified in any instrument delivered in connection with this Agreement shall terminate effective immediately as manner or if the Warranty Policy insurer denies coverage for, or is unable to pay, any losses of the full satisfaction of the payment obligations for all amounts required to be paid by Parent pursuant to Section 1.9 and Section 1.10(e) of this Agreement such that no claim for breach of any such representation or warranty, detrimental reliance or other right or remedy (whether in contract, in tort or at law or in equity) may be brought after the Closing with respect thereto against the Parent Purchaser or the Merger Sub. The covenants and agreements of the Company, the Sellers, Parent and Merger Sub set forth in this Agreement and in any other document delivered in connection herewith to the extent contemplating or requiring performance prior to the Closing shall terminate effective immediately as of the Closing such that no claim for breach of any such covenant or agreement, detrimental reliance or other right or remedy (whether in contract, in tort, at law or in equity) may be brought after the Closing with respect thereto against the Company, the Sellers, Parent (or any Affiliate thereof) or Merger Sub. Each covenant or agreement herein requiring performance at or after the Closing, shall, in each case, expressly survive the Closing, and nothing in this Section 9.1(a) shall be deemed to limit any rights or remedies of any party hereto for breach of any such surviving covenant or agreementPurchaser Related Parties. (b) ParentOther than in the case of Fraud, Purchaser, for itself and on behalf of its Affiliates and its and their respective equityholders, members, partners, managers, directors, officers, employees, agents, representatives, shareholders, successors and assigns (including, after the Closing with respect to ParentClosing, the Surviving Company and Group) (each a “Purchaser Related Party” and, collectively, the Company Subsidiaries“Purchaser Related Parties”), acknowledges and agrees that, except in the case of Fraud, from and after the Closing, to the fullest extent permitted under applicable Law (including all matters arising under the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §§ 9601 et seq. or any other Environmental Law), any and all rights, claims and causes of action it may have against the Seller, any member of the Company Group or any Seller or its Affiliates or any Related Party relating to the operation of the former, current, Company Group or future general their respective businesses or limited partners, shareholders or equityholders, managers, members, directors, officers, employees, representatives or agents or any former, current or future general or limited partner, direct or indirect shareholder or equityholder, manager, member, director, officer, employee, Affiliate, representative or agent of any of the foregoing (collectively, the “Seller Related Persons”) relating to the subject matter of this Agreement or the Company any Exhibit or Disclosure ScheduleSchedule hereto, or Exhibits hereto any Ancillary Agreement or as a result of any of the Transactions, whether arising under, or based upon, any Law (including common law) or otherwise (including any right, whether arising at law Law or in equity, to seek indemnification, contribution, cost recovery, damages or any other recourse or remedy, including as may arise under common law) are hereby irrevocably waived, in each case, other than claims against (i) the Seller pursuant to the terms of Sections 7.5, 7.7, 7.8, 7.9, 7.10, 9.1 and 9.3, (ii) any Rollover Holder pursuant to the Contribution Agreements and, if applicable, the Post-Signing Contribution Agreements, or any Non-Equity Rollover Holder related to the Subscription Agreement, and any related agreements in each case, or (iii) any Seller Related Party pursuant to the Non-Solicitation Agreement, the Restrictive Covenant Agreements, the Escrow Agreement or any other Ancillary Agreement, as applicable, to the extent, in each case, that such claims relate to obligations of the relevant party that survive the Closing. Furthermore, without limiting the generality of this Section 9.17.1 (No Survival; Certain Waivers) and other than (x) in the case of Fraud, (y) claims against any Rollover Holder pursuant to the Contribution Agreement and, if applicable, the Post-Signing Contribution Agreements, or any Non-Equity Rollover Holder related to the Subscription Agreement, and any related agreements, or (z) claims against any Seller Related Party pursuant to the Non-Solicitation Agreement, the Restrictive Covenant Agreements, the Escrow Agreement or any other Ancillary Agreement, as applicable, to the extent, in each case, that such claims relate to obligations of the relevant party that survive the Closing, Purchaser acknowledges and agrees that no claim shall will be brought or maintained by, or on behalf of, the Parent Purchaser or any of its Affiliates other Purchaser Related Parties (including, after the Closing with respect to ParentClosing, the Surviving Company and Group) against the Seller, the Company Subsidiaries) against Group or any other Seller Related PersonParty, and no recourse shall will be sought or granted against any of them, by virtue of, or based upon, any alleged misrepresentation or inaccuracy in, or breach of, any of the representations, warranties, covenants or agreements of the Company, the Sellers Seller or any other Person person set forth or contained in this Agreement, any certificate, instrument, opinion, agreement or other document of the Company, the Sellers Agreement or any other Person delivered hereunder, the subject matter of this Agreement Exhibit or the Company Disclosure Schedule or Exhibits hereto or the Transactions, the business or the ownership, operation, management, use or control of the business of the Company or any Company Subsidiaries, any of their assetshereto, or any actions or omissions atAncillary Agreement, or prior to, as a result of any of the ClosingTransactions. (c) Parent Purchaser acknowledges and agrees that the Purchaser Related Parties may not avoid the limitation on liability set forth in the immediately preceding subsections (a) and (b) by seeking damages for breach of contract, tort or pursuant to any other theory of liability, all of which are hereby waived, in each case against any Seller Related Party. (d) The parties hereto agree that the limits imposed on Purchaser’s remedies with respect to this Agreement and the Transactions were specifically bargained for between sophisticated parties and were specifically taken into account in the determination of the amounts to be paid to the Seller hereunder. The parties hereto further acknowledge and agree that the agreements contained in this Section 9.1 7.1 are an integral part of the Transaction Transactions and that, that without these agreements set forth in this Section 9.17.1, the Company and the Sellers Seller would not enter into this Agreement or the Ancillary Agreements or otherwise agree to consummate the TransactionTransactions.

No Survival; Certain Waivers. (a) Except The representations and warranties and covenants and agreements (to the extent contemplating or requiring performance prior to the Closing) of the Company and the Sellers set forth in this Agreement or in any instrument delivered in connection with this Agreement (other than those contained in the case Letters of Fraud, each Transmittal to the extent provided therein) shall not survive the Closing. Each of the representations and warranties of the Company and the Sellers set forth in this Agreement or in any instrument delivered in connection with this Agreement (other than those contained in the Letters of Transmittal to the extent provided therein) shall terminate effective immediately as of the Closing such that no claim for breach of any such representation or warranty, detrimental reliance or other right or remedy (whether in contract, in tort or at law or in equity) may be brought after the Closing with respect thereto against the Company or the Sellers. Except Sellers except to the extent based upon or attributable to those contained in the case Letters of fraud, each of the representations and warranties of Parent and Merger Sub set forth in this Agreement or in any instrument delivered in connection with this Agreement shall terminate effective immediately as of the full satisfaction of the payment obligations for all amounts required to be paid by Parent pursuant to Section 1.9 and Section 1.10(e) of this Agreement such that no claim for breach of any such representation or warranty, detrimental reliance or other right or remedy (whether in contract, in tort or at law or in equity) may be brought after the Closing with respect thereto against the Parent or the Merger SubTransmittal. The covenants and agreements of the Company, the Sellers, Parent and Merger Sub set forth in this Agreement and in any other document delivered in connection herewith to the extent contemplating or requiring performance prior to the Closing shall terminate effective immediately as of the Closing such that no claim for breach of any such covenant or agreement, detrimental reliance or other right or remedy (whether in contract, in tort, at law or in equity) may be brought after the Closing with respect thereto against the Company, Company or the Sellers, Parent (or any Affiliate thereof) or Merger Sub. Each covenant or agreement herein requiring performance at or after the Closing, shall, in each case, expressly survive the Closing, and nothing in this Section 9.1(a) shall be deemed to limit any rights or remedies of any party hereto Party for breach of any such surviving covenant or agreement. (b) Parent, for itself and on behalf of its Affiliates (including, after the Closing with respect to Parent, the Surviving Company and the Company Operating Subsidiaries), acknowledges and agrees that, except in the case of Fraud, from and after the Closing, to the fullest extent permitted under applicable Law, any and all rights, claims and causes of action it may have against any Seller or its Affiliates or any of the former, current, or future general or limited partners, shareholders or equityholders, managers, 18204139.13 227114-1002218204139.10 PG-170-2 members, directors, officers, employees, representatives or agents or any former, current or future general or limited partner, direct or indirect shareholder or equityholder, manager, member, director, officer, employee, Affiliate, representative or agent of any of the foregoing (collectively, the “Seller Related Persons”) relating to the operation of the Company and the Operating Subsidiaries or their respective businesses or relating to the subject matter of this Agreement or the Company Disclosure Schedule, or Exhibits hereto or the Transactions, whether arising under, or based upon, any Law or otherwise (including any right, whether arising at law or in equity, to seek indemnification, contribution, cost recovery, damages or any other recourse or remedy, including as may arise under common law) are hereby irrevocably waived. Furthermore, without limiting the generality of this Section 9.1, no claim shall be brought or maintained by, or on behalf of, the Parent or any of its Affiliates (including, after the Closing with respect to Parent, the Surviving Company and the Company Operating Subsidiaries) against any Seller Related Person, and no recourse shall be sought or granted against any of them, by virtue of, or based upon, any alleged misrepresentation or inaccuracy in, or breach of, any of the representations, warranties, covenants or agreements of the Company, the Sellers or any other Person set forth or contained in this Agreement, any certificate, instrument, opinion, agreement or other document of the Company, the Sellers or any other Person delivered hereunder, the subject matter of this Agreement or the Company Disclosure Schedule or Exhibits hereto or the Transactions, the business or the ownership, operation, management, use or control of the business of the Company or any Company Operating Subsidiaries, any of their assets, or any actions or omissions at, or prior to, the Closing. (c) Parent acknowledges and agrees that the agreements contained in this Section 9.1 are an integral part of the Transaction and that, without these agreements set forth in this Section 9.1, the Company and the Sellers would not enter into this Agreement or otherwise agree to consummate the Transaction.

No Survival; Certain Waivers. (a) Except in the case The Parties, intending to modify any applicable statute of Fraudlimitations, hereby agree that each of the representations and warranties of the Company and Company, the Blockers, the Sellers and Buyer set forth in this Agreement (including any certificates to be delivered under Article 2), or in any instrument delivered in connection with this Agreement Ancillary Agreement, shall terminate effective immediately as of the Closing such that no claim for breach of any such representation or warranty, detrimental reliance or other right or remedy (whether in contract, in tort or at law or in equity) may be brought after the Closing with respect thereto against the Company Sellers, any other Seller Party, Buyer, any other Buyer Party or the Sellers. Except in the case of fraud, each of the representations and warranties of Parent and Merger Sub set forth in this Agreement or in any instrument delivered in connection with this Agreement shall terminate effective immediately as of the full satisfaction of the payment obligations for all amounts required to be paid by Parent pursuant to Section 1.9 and Section 1.10(e) of this Agreement such that no claim for breach of any such representation or warranty, detrimental reliance or other right or remedy (whether in contract, in tort or at law or in equity) may be brought after the Closing with respect thereto against the Parent or the Merger SubNon-Recourse Party. The covenants and agreements of the Company, the SellersBlockers, Parent the Sellers and Merger Sub Buyer set forth in this Agreement and in any other document delivered in connection herewith Ancillary Agreement to the extent contemplating or requiring performance by the Company, the Blockers, the Sellers or Buyer prior to the Closing shall terminate effective immediately as of the Closing such that no claim for breach of any such covenant or agreementcovenant, detrimental reliance or other right or remedy (whether in contract, in tort, at law or in equity) may be brought after the Closing with respect thereto against the Company, the Sellers, Parent (any other Seller Party, Buyer, any other Buyer Party or any Affiliate thereof) or Merger SubNon-Recourse Party. Each covenant or agreement herein of the Sellers, the Company, the Blockers, or Buyer requiring performance at or after the Closing, shall, in each case, expressly survive the Closing, and nothing in this Section 9.1(a10.01(a) or Section 10.01(b) shall be deemed to limit any rights or remedies of any party hereto for breach of any such surviving covenant or agreement. For the avoidance of doubt, and notwithstanding anything to the contrary herein, (i) Buyer will be liable for breach of any covenant or agreement requiring performance by the Company Entities after the Closing, and nothing herein will limit or affect Buyer’s liability for the failure to pay the Purchase Price (in whole or in part) or pay any other amounts payable by them (in whole or in part) as and when required by this Agreement (whether at or following the Closing) and (ii) Buyer’s sole recourse for any breach of the representations or warranties set forth in Article 3, Article 4, or Article 5 shall be termination prior to Closing in accordance with Section 8.01(b). Notwithstanding anything in this Section 10.01(a) to the contrary, nothing in this Section 10.01(a) shall limit any Party’s right to assert a claim for Fraud. (b) ParentFrom and after (i) the date hereof until the Closing, the Parties’ sole and exclusive remedy, whether in any individual, corporate or any other capacity, with respect to any and all claims relating (directly or indirectly) to the subject matter of this Agreement, the negotiation, execution or performance of this Agreement, any Exhibit or Company Disclosure Schedule, or any Ancillary Agreement, certificate or other document entered into, made or delivered in connection herewith or therewith, or as a result of any of the transactions contemplated hereby or thereby, regardless of the legal theory under which such liability or obligation may be sought to be imposed, whether sounding in contract or tort, or whether at law or in equity, or otherwise, against another Party will be solely (x) (A) pursuant to the provisions of Section 8.01 (i.e., to terminate the Agreement if, and as provided, in Section 8.01) and, if applicable, to such damages for Willful Breach of the covenants contained in this Agreement prior to termination as provided in Section 8.02, or (B) to seek specific performance prior to termination of this Agreement pursuant to the provisions of Section 10.16 (i.e., specific performance), in each case in accordance with the terms hereof and (y) a claim for Fraud, and (ii) the Closing, the Parties’ sole and exclusive remedy, whether in any individual, corporate or any other capacity, with respect to any and all claims related (directly or indirectly) to the subject matter of this Agreement or the transactions contemplated hereby or otherwise with respect to ownership or operation of the Company Entities and the Blockers at or prior to the Closing, regardless of the legal theory under which such liability or obligation may be sought to be imposed (whether sounding in contract or tort, or whether at law or in equity, under or based upon any federal, state, local or foreign statute, law (including common law), ordinance, rule or regulation or otherwise, against another Party will be solely and exclusively (w) for breach of any covenant by such Party (but only with respect to such covenants which both survives as provided by Section 10.01(a) herein and which requires performance after the Closing to the extent provided in Section 10.01), (x) for a breach of a covenant under the provisions of the Escrow Agreement, (y) in the case of Sellers, for itself breach of Buyer’s obligation to make payments as required by Section 1.04, and (z) a claim for Fraud (such claims against a Party in clauses (w), (x), (y) and (z), the “Retained Claims”). In furtherance of the foregoing, Buyer and Sellers, for themselves and on behalf of its Affiliates the other Parties (including, after the Closing with respect to ParentClosing, the Surviving Company Entities and the Company Subsidiaries)Blockers, acknowledges and agrees that, except in the case of FraudBuyer), acknowledge and agree that, from and after the Closing, to the fullest extent permitted under applicable Law, any and all rights, claims and causes of action it they may have against any Seller or its Affiliates or any other Party relating to the operation of the former, current, Company Entities and the Blockers or future general their respective businesses or limited partners, shareholders or equityholders, managers, members, directors, officers, employees, representatives or agents or any former, current or future general or limited partner, direct or indirect shareholder or equityholder, manager, member, director, officer, employee, Affiliate, representative or agent of any of the foregoing (collectively, the “Seller Related Persons”) relating to the subject matter of this Agreement or the Company Disclosure ScheduleLetter, or Exhibits hereto or and the Transactionstransactions contemplated hereby and thereby, whether arising under, or based upon, any federal, state, local or foreign statute, Law or otherwise (including any rightotherwise, whether arising at law or in equityother than the Retained Claims, to seek indemnification, contribution, cost recovery, damages or any other recourse or remedy, including as may arise under common law) are hereby irrevocably waivedwaived and released. Furthermore, without limiting the generality of this Section 9.110.01, other than the Retained Claims, no claim shall be brought or maintained by, or on behalf of, the Parent Buyer or any of its Affiliates other Buyer Party (including, after the Closing with respect to ParentClosing, the Surviving Company Entities and the Company SubsidiariesBlockers) against any Seller Related PersonParty, and no recourse shall be sought or granted against any of them, by virtue of, or based upon, any alleged misrepresentation or inaccuracy in, or breach of, any of the representations, warranties, warranties or covenants or agreements of the Company, the Blockers or the Sellers or any other Person set forth or contained in this Agreement, any certificate, instrument, opinion, agreement or other document of the Company, the Blockers or the Sellers or any other Person delivered hereunder, the subject matter of this Agreement or the Company Disclosure Schedule or Exhibits hereto or Letter and the Transactionstransactions contemplated hereby and thereby, the business or business, the ownership, operation, management, use or control of the business of the Company or any Company SubsidiariesEntities or the Blockers, any of their assets, or any actions or omissions at, or prior to, the Closing; provided, however, the foregoing shall not release a claim against an employee of the Company following the Closing for fraud or willful misconduct against an employee of the Company Entities in such Person’s capacity as an employee or officer of any of the Company Entities (for the avoidance of doubt, (i) to the extent not related to this Agreement or the transactions contemplated hereby and (ii) excluding Parthenon, the Blocker Sellers, their respective Affiliates (other than the Company Entities) and their respective employees). The Parties acknowledge and agree that no Party may avoid any limitation on liability set forth herein (including this Section 10.01) (i) by seeking damages for breach of contract, tort or pursuant to any other theory of liability, all of which are hereby waived or (ii) by asserting or threatening any claim against any Person that is not a Party (or a successor to a Party) for breaches of the representations, warranties, covenants or agreements contained in this Agreement. (c) Parent acknowledges Buyer, the Company, the Blockers and agrees the Sellers each acknowledge and agree that the agreements contained in this Section 9.1 10.01 are an integral part of the Transaction transactions contemplated by this Agreement and that, without these agreements set forth in this Section 9.110.01, the Company and the Sellers Parties would not enter into this Agreement or otherwise agree to consummate the Transactiontransactions contemplated hereby. BUYER, ON BEHALF OF ITSELF AND THE OTHER BUYER PARTIES (INCLUDING THE COMPANY ENTITIES AND THE BLOCKERS AFTER THE CLOSING), AND SELLERS, ON BEHALF OF THEMSELVES AND THE OTHER SELLER PARTIES, EACH EXPRESSLY WAIVE ALL RIGHTS AFFORDED BY ANY STATUTE WHICH LIMITS THE EFFECT OF A RELEASE WITH RESPECT TO UNKNOWN CLAIMS, INCLUDING CALIFORNIA CIVIL CODE SECTION 1542 AND ANY OTHER SIMILAR STATUTES. CALIFORNIA CIVIL CODE SECTION 1542 PROVIDES. A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.