Common use of Sole and Exclusive Remedy Clause in Contracts

Sole and Exclusive Remedy. (a) From and after the Closing, without limitation of the rights of the parties hereto pursuant to Article 1, except for (i) in the case of the Buyer Indemnified Parties as provided in the Representation and Warranty Insurance Policy, (ii) the right of a party to pursue specific performance pursuant to Section 12.16 and (iii) subject to Section 10.08, any claim of intentional fraud asserted against the Person who committed such fraud, in each case, the indemnification terms set forth in this Article 8 shall constitute the sole and exclusive remedy of the parties hereto, the Buyer Indemnified Parties and the Seller Indemnified Parties for any and all Losses or other claims relating to or arising from this Agreement or the Contribution Agreement, including in any Schedule or certificate delivered hereunder or thereunder, and the transactions contemplated hereby or thereby (other than with respect to any claims to the extent relating to or arising from the Intellectual Property License Agreement, the Trademark and Co-Use Agreement, the Transition Services Agreement, the Employee Services Agreement, any Seller Release or any Restrictive Covenant Agreement, which may be brought under such agreement in accordance with the terms thereof), in each case 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, and the parties hereto hereby agree that no Person (and no Buyer Indemnified Party or Seller Indemnified Party) shall have any remedy or recourse with respect to any of the foregoing other than as expressly set forth in this Article 8 (and subject to the limitations and terms set forth in this Article 8). (b) The parties hereto acknowledge and agree, on their behalf and on behalf of the Buyer Indemnified Parties and Seller Indemnified Parties, that from and after the Closing no Indemnitee may avoid the limitation on liability set forth in this Article 8 by (x) seeking damages for breach of contract, tort or pursuant to any other theory of liability outside of the indemnification provisions set forth herein, all of which are hereby waived, or (y) asserting or threatening any claim against any Person that is not a party hereto for breaches of the representations, warranties, covenants and agreements contained in this Agreement. The parties hereto agree that the provisions in this Agreement relating to indemnification, and the limits imposed on the remedies of the parties hereto (and the Buyer Indemnified Parties and Seller Indemnified Parties) with respect to this Agreement and the Contribution Agreement, including in any Schedule or certificate hereunder or thereunder, and the transactions contemplated hereby or thereby, were specifically bargained for between sophisticated parties and were specifically taken into account in the determination of the amounts to be paid to Seller hereunder.

Sole and Exclusive Remedy. (a) From and after the Closing, without limitation of the rights of the parties hereto pursuant to Article 1, except for (i) in Notwithstanding anything to the case of the Buyer Indemnified Parties as provided in the Representation and Warranty Insurance Policy, (ii) the right of a party to pursue specific performance pursuant to Section 12.16 and (iii) subject to Section 10.08, any claim of intentional fraud asserted against the Person who committed such fraud, in each case, the indemnification terms contrary set forth in this Article 8 Agreement, in any circumstance in which WIBC receives payment of the BBCN Termination Fee in accordance with Section 8.2, the receipt of the BBCN Termination Fee in such circumstance shall constitute the sole and exclusive remedy of the parties heretoWIBC and all WIBC Related Parties against BBCN or any of its former, current or future stockholders, members, managers, directors, officers, employees, agents, affiliates or assignees (collectively, the Buyer Indemnified Parties and the Seller Indemnified Parties “BBCN Related Parties”) for any and all Losses losses and damages suffered or other claims incurred as a result of the failure of the transactions contemplated by this Agreement to be consummated or for a breach or failure to perform hereunder (whether willfully, intentionally, unintentionally or otherwise) or otherwise arising out of, or directly or indirectly relating to, this Agreement, the negotiation, execution or performance hereof or the transactions contemplated hereby, and, upon receipt of the BBCN Termination Fee in such circumstance, none of the BBCN Related Parties shall have any further liability or obligation relating to or arising from out of this Agreement or the Contribution Agreement, including in any Schedule or certificate delivered hereunder or thereunder, and the transactions contemplated hereby or thereby or in respect of any other document, theory of law or equity or oral representations made or alleged to be made in connection herewith or therewith, in contract, in tort or otherwise (other than with respect except that the obligations under the Confidentiality Agreement shall continue to any claims survive). (ii) Notwithstanding anything to the extent contrary set forth in this Agreement, in any circumstance in which BBCN receives payment of the WIBC Termination Fee in accordance with Section 8.2, the receipt of the WIBC Termination Fee in such circumstance shall constitute the sole and exclusive remedy of BBCN and all BBCN Related Parties against WIBC or any of its former, current or future stockholders, members, managers, directors, officers, employees, agents, affiliates or assignees (collectively, the “WIBC Related Parties”) for any and all losses and damages suffered or incurred as a result of the failure of the transactions contemplated by this Agreement to be consummated or for a breach or failure to perform hereunder (whether willfully, intentionally, unintentionally or otherwise) or otherwise arising out of, or directly or indirectly relating to, this Agreement, the negotiation, execution or performance hereof or the transactions contemplated hereby, and, upon receipt of the WIBC Termination Fee in such circumstance, none of the WIBC Related Parties shall have any further liability or obligation relating to or arising from the Intellectual Property License out of this Agreement, the Trademark and Co-Use Agreement, the Transition Services Agreement, the Employee Services Agreement, any Seller Release or any Restrictive Covenant Agreement, which may be brought under such agreement in accordance with the terms thereof), in each case 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, and the parties hereto hereby agree that no Person (and no Buyer Indemnified Party or Seller Indemnified Party) shall have any remedy or recourse with respect to any of the foregoing other than as expressly set forth in this Article 8 (and subject to the limitations and terms set forth in this Article 8). (b) The parties hereto acknowledge and agree, on their behalf and on behalf of the Buyer Indemnified Parties and Seller Indemnified Parties, that from and after the Closing no Indemnitee may avoid the limitation on liability set forth in this Article 8 by (x) seeking damages for breach of contract, tort or pursuant to any other theory of liability outside of the indemnification provisions set forth herein, all of which are hereby waived, or (y) asserting or threatening any claim against any Person that is not a party hereto for breaches of the representations, warranties, covenants and agreements contained in this Agreement. The parties hereto agree that the provisions in this Agreement relating to indemnification, and the limits imposed on the remedies of the parties hereto (and the Buyer Indemnified Parties and Seller Indemnified Parties) with respect to this Agreement and the Contribution Agreement, including in any Schedule or certificate hereunder or thereunder, and the transactions contemplated hereby or therebythereby or in respect of any other document, were specifically bargained for between sophisticated parties and were specifically taken into account in the determination theory of the amounts law or equity or oral representations made or alleged to be paid made in connection herewith or therewith, in contract, in tort or otherwise (except that the obligations under the Confidentiality Agreement shall continue to Seller hereundersurvive).

Sole and Exclusive Remedy. (a) From and after Subject to the Closinglast sentence of this Section 8.3(e), without limitation of the rights of the parties hereto pursuant to Article 1, except for (i) in the case of the Buyer Indemnified Parties as provided in the Representation and Warranty Insurance Policy, (ii) the right of a party to pursue specific performance if this Agreement is terminated pursuant to Section 12.16 8.1 and (iii) subject the Termination Fee is due and payable pursuant to the terms of Section 10.088.3(a), any claim Buyer’s receipt of intentional fraud asserted against the Person who committed such fraud, in each case, the indemnification terms set forth in this Article 8 shall constitute Termination Fee will be the sole and exclusive remedy of the parties heretoBuyer Related Parties against the Seller Related Parties in respect of this Agreement, any agreement executed in connection herewith or the Contemplated Transactions, the termination of this Agreement, the failure to consummate the Contemplated Transaction or any claims or actions under applicable Law arising out of any breach, termination or failure. Subject to the last sentence of this Section 8.3(e), Xxxxx’s receipt of the Termination Fee (in the circumstances in which the Termination Fee is due and payable pursuant to the terms of Section 8.3(a)) will be the only monetary damages the Buyer Indemnified Related Parties and may recover from the Seller Indemnified Related Parties for in respect of this Agreement, any agreement executed in connection herewith or the Contemplated Transactions, the termination of this Agreement, the failure to consummate the Contemplated Transactions or any claims or actions under applicable Law arising out of any such breach, termination or failure, and all Losses upon payment of such amount, (i) none of the Seller Related Parties will have any further liability or other claims obligation to any of the Buyer Related Parties relating to or arising from out of this Agreement or the Contribution Agreement, including in any Schedule or certificate delivered hereunder or thereunder, and the transactions contemplated hereby or thereby (other than with respect to any claims to the extent relating to or arising from the Intellectual Property License Agreement, the Trademark and Co-Use Agreement, the Transition Services Agreement, the Employee Services Agreement, any Seller Release agreement executed in connection herewith or the Contemplated Transactions or any Restrictive Covenant Agreement, which may be brought under matters forming the basis of such agreement in accordance with the terms thereof), in each case 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, and the parties hereto hereby agree termination (except that no Person (and no Buyer Indemnified Party or Seller Indemnified Party) shall have any remedy or recourse with respect to any of the foregoing other than as expressly set forth in this Article 8 (and subject to the limitations and terms set forth in this Article 8). (b) The parties hereto acknowledge and agree, on their behalf and on behalf of the Buyer Indemnified Parties and Seller Indemnified Parties, that from and after the Closing no Indemnitee may avoid the limitation on liability set forth in this Article 8 by (x) seeking damages for breach of contract, tort or pursuant to any other theory of liability outside of the indemnification provisions set forth herein, all of which are hereby waived, or (y) asserting or threatening any claim against any Person that is not a party hereto for breaches of the representations, warranties, covenants and agreements contained in this Agreement. The parties hereto agree that the provisions in this Agreement relating to indemnification, and the limits imposed on the remedies of the parties hereto (or their Affiliates) will remain obligated with respect to, and Buyer may be entitled to remedies with respect to, the Confidentiality Agreement); and (ii) none of the Buyer Indemnified Related Parties and or any other Person will be entitled to bring or maintain any claim, action or proceeding against any of the Seller Indemnified PartiesRelated Parties arising out of this Agreement, any agreement executed in connection herewith or the Contemplated Transactions or any matters forming the basis for such termination (except that the parties hereto (or their Affiliates) will remain obligated with respect to, and Buyer may be entitled to remedies with respect to, the Confidentiality Agreement). Notwithstanding the foregoing, this Section 8.3(e) will not relieve Seller or the Company from liability (1) for any Fraud or willful breach of this Agreement and the Contribution Agreement, including in or (2) for any Schedule or certificate hereunder or thereunder, and the transactions contemplated hereby or thereby, were specifically bargained for between sophisticated parties and were specifically taken into account in the determination breaches of the amounts to be paid to Seller hereunderConfidentiality Agreement.

Sole and Exclusive Remedy. (a) From and after the Closing, without limitation of the rights of the parties hereto pursuant to Article 1, except for (i) Under no circumstances will the collective monetary damages payable by the Buyer Parties or any of their Affiliates for breaches under this Agreement, the Guarantee or the Equity Commitment Letter exceed an amount equal to $156,674,686 plus the Reimbursement Obligations in the case aggregate for all such breaches (the “Parent Liability Limitation”). In no event will any of the Company Related Parties seek or obtain, nor will they permit any of their Representatives or any other Person acting on their behalf to seek or obtain, nor will any Person be entitled to seek or obtain, any monetary recovery or monetary award in excess of the Parent Liability Limitation against (A) the Buyer Parties or the Guarantor; or (B) the former, current and future holders of any equity, controlling persons, directors, officers, employees, agents, attorneys, Financing Sources, Affiliates (other than the Buyer Parties or the Guarantor), members, managers, general or limited partners, stockholders and assignees of each of the Buyer Indemnified Parties as provided in the Representation and Warranty Insurance Policy, (ii) the right of a party to pursue specific performance pursuant to Section 12.16 and (iii) subject to Section 10.08, any claim of intentional fraud asserted against the Person who committed such fraud, in each case, the indemnification terms set forth in this Article 8 shall constitute the sole and exclusive remedy of the parties hereto, the Buyer Indemnified Parties and the Seller Indemnified Guarantor (the Persons in clauses (A) and (B) collectively, the “Parent Related Parties”), and in no event will the Company Group be entitled to seek or obtain any monetary damages of any kind, including consequential, special, indirect or punitive damages, in excess of the Parent Liability Limitation against the Parent Related Parties for, or with respect to, this Agreement, the Equity Commitment Letter, the Guarantee or the transactions contemplated hereby and thereby (including any breach by the Guarantor or the Buyer Parties), the termination of this Agreement, the failure to consummate the Merger or any claims or actions under applicable law arising out of any such breach, termination or failure; provided that the foregoing shall not preclude any liability of the Financing Sources to the Company or the Buyer Parties under the definitive agreements relating to the Debt Financing, nor limit the Company or the Buyer Parties from seeking to recover any such damages or obtain equitable relief from or with respect to any Financing Source pursuant to the definitive agreements relating to the Debt Financing. Other than the Guarantor’s obligations under the Guarantee and the Equity Commitment Letter and other than the Buyer Parties’ obligations under this Agreement, in no event will any Parent Related Party or any other Person other than the Guarantor and the Buyer Parties have any liability for monetary damages to the Company or any and all Losses or other claims Person relating to or arising from out of this Agreement or the Contribution Merger. (ii) Parent’s receipt of the Company Termination Fee to the extent due and payable (and fully paid) pursuant to Section 8.3(b) will be the only amount that the Buyer Parties and each of their respective Affiliates may recover from (A) the Company Group and its Affiliates; and (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 Group and its Affiliates (the Persons in clauses (A) and (B) collectively, the “Company Related Parties”) in respect of this Agreement, including any agreement executed in any Schedule or certificate delivered hereunder or thereunder, connection herewith and the transactions contemplated hereby and thereby, the termination of this Agreement, the failure to consummate the Merger or thereby (other than with respect to any claims or actions under applicable law arising out of any such breach, termination or failure, and upon payment of such amount, (1) none of the Company Related Parties will have any further liability or obligation to the extent Buyer Parties relating to or arising from the Intellectual Property License Agreement, the Trademark and Co-Use Agreement, the Transition Services Agreement, the Employee Services out of this Agreement, any Seller Release agreement executed in connection herewith or any Restrictive Covenant Agreement, which may be brought under such agreement in accordance with the terms thereof), in each case 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, and the parties hereto hereby agree that no Person (and no Buyer Indemnified Party or Seller Indemnified Party) shall have any remedy or recourse with respect to any of the foregoing other than as expressly set forth in this Article 8 (and subject to the limitations and terms set forth in this Article 8). (b) The parties hereto acknowledge and agree, on their behalf and on behalf of the Buyer Indemnified Parties and Seller Indemnified Parties, that from and after the Closing no Indemnitee may avoid the limitation on liability set forth in this Article 8 by (x) seeking damages for breach of contract, tort or pursuant to any other theory of liability outside of the indemnification provisions set forth herein, all of which are hereby waived, or (y) asserting or threatening any claim against any Person that is not a party hereto for breaches of the representations, warranties, covenants and agreements contained in this Agreement. The parties hereto agree that the provisions in this Agreement relating to indemnification, and the limits imposed on the remedies of the parties hereto (and the Buyer Indemnified Parties and Seller Indemnified Parties) with respect to this Agreement and the Contribution Agreement, including in any Schedule or certificate hereunder or thereunder, and the transactions contemplated hereby and thereby or therebyany matters forming the basis of such termination (except that the Parties (or their Affiliates) will remain obligated with respect to the Confidentiality Agreement, were specifically bargained Section 8.3(a) and Section 8.3(d), as applicable); and (2) none of the Buyer Parties or any other Person will be entitled to bring or maintain any claim, action or proceeding against the Company or any Company Related Party arising out of this Agreement, any agreement executed in connection herewith or the transactions contemplated hereby and thereby or any matters forming the basis for between sophisticated parties such termination (except that the Parties (or their Affiliates) will remain obligated with respect to the Confidentiality Agreement, Section 8.3(a) and were specifically taken Section 8.3(d), as applicable). Under no circumstances will the collective monetary damages payable by the Company for breaches under this Agreement (taking into account the payment of the Company Termination Fee pursuant to this Agreement) exceed $78,337,343 in the determination aggregate for all such breaches (plus any obligations pursuant to Section 8.3(d)) (the “Company Liability Limitation”). In no event will any of the amounts Parent Related Parties seek or obtain, nor will they permit any of their Representatives or any other Person acting on their behalf to seek or obtain, nor will any Person be paid entitled to Seller hereunderseek or obtain, any monetary recovery or award in excess of the Company Liability Limitation against any of the Company Related Parties, and in no event will the Buyer Parties be entitled to seek or obtain any monetary damages of any kind, including consequential, special, indirect or punitive damages, in excess of the Company Liability Limitation against the Company Related Parties for, or with respect to, this Agreement or the Merger, the termination of this Agreement, the failure to consummate the Merger or any claims or actions under applicable law arising out of any such breach, termination or failure.

Sole and Exclusive Remedy. (a) From and after the Closing, without limitation of the rights of the parties hereto pursuant to Article 1, except for (i) in the case Parent’s receipt of the Buyer Indemnified Parties Cause Termination Fee or the Non-Cause Termination Fee, as provided in applicable and to the Representation and Warranty Insurance Policy, (ii) the right of a party to pursue specific performance extent owed pursuant to Section 12.16 10.4 (and any other payments owed pursuant to this Section 10.4) will be the only monetary damages that Parent and Merger Sub and each of their respective Affiliates may recover from (A) the Company Group and its Affiliates; and (iiiB) subject to Section 10.08the 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 Group and its Affiliates (the Persons in clauses (A) and (B) collectively, the “Company Related Parties”) in respect of this Agreement, any claim of intentional fraud asserted against the Person who committed such fraud, agreement executed in each case, the indemnification terms set forth in this Article 8 shall constitute the sole and exclusive remedy of the parties hereto, the Buyer Indemnified Parties and the Seller Indemnified Parties for any and all Losses or other claims relating to or arising from this Agreement or the Contribution Agreement, including in any Schedule or certificate delivered hereunder or thereunder, connection herewith and the transactions contemplated hereby and thereby, the termination of this Agreement, the failure to consummate the Merger or thereby (other than with respect to any claims or actions under applicable Law arising out of any such breach, termination or failure, and upon payment of such amount, (1) none of the Company Related Parties will have any further liability or obligation to the extent Parent or Merger Sub or their Affiliates relating to or arising from the Intellectual Property License Agreement, the Trademark and Co-Use Agreement, the Transition Services Agreement, the Employee Services out of this Agreement, any Seller Release agreement executed in connection herewith or any Restrictive Covenant Agreement, which may be brought under such agreement in accordance with the terms thereof), in each case 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, and the parties hereto hereby agree that no Person (and no Buyer Indemnified Party or Seller Indemnified Party) shall have any remedy or recourse with respect to any of the foregoing other than as expressly set forth in this Article 8 (and subject to the limitations and terms set forth in this Article 8). (b) The parties hereto acknowledge and agree, on their behalf and on behalf of the Buyer Indemnified Parties and Seller Indemnified Parties, that from and after the Closing no Indemnitee may avoid the limitation on liability set forth in this Article 8 by (x) seeking damages for breach of contract, tort or pursuant to any other theory of liability outside of the indemnification provisions set forth herein, all of which are hereby waived, or (y) asserting or threatening any claim against any Person that is not a party hereto for breaches of the representations, warranties, covenants and agreements contained in this Agreement. The parties hereto agree that the provisions in this Agreement relating to indemnification, and the limits imposed on the remedies of the parties hereto (and the Buyer Indemnified Parties and Seller Indemnified Parties) with respect to this Agreement and the Contribution Agreement, including in any Schedule or certificate hereunder or thereunder, and the transactions contemplated hereby and thereby or therebyany matters forming the basis of such termination (except that the Parties (or their Affiliates) will remain obligated with respect to, were specifically bargained and Parent and Merger Sub may be entitled to remedies with respect to, the Confidentiality Agreement and Section 10.4); and (2) none of Parent, Merger Sub or any other Person will be entitled to bring or maintain any claim, action or proceeding against the Company or any Company Related Party arising out of this Agreement, any agreement executed in connection herewith or the transactions contemplated hereby and thereby or any matters forming the basis for between sophisticated parties such termination (except that the Parties (or their Affiliates) will remain obligated with respect to, and were specifically taken into account Parent and Merger Sub may be entitled to remedies with respect to, the Confidentiality Agreement and Section 10.4). Under no circumstances will the collective monetary damages payable by the Company for breaches under this Agreement exceed, as applicable, the Cause Termination Fee or the Non-Cause Termination Fee in the determination aggregate for all such breaches (plus any payments owed pursuant to Section 10.4) (the “Company Liability Limitation”). In no event will any of the amounts Parent Related Parties seek or obtain, nor will they permit any of their Representatives or any other Person acting on their behalf to seek or obtain, nor will any Person be paid entitled to Seller hereunderseek or obtain, any monetary recovery or award in excess of the Company Liability Limitation against any of the Company Related Parties, and in no event will Parent or Merger Sub or their Affiliates be entitled to seek or obtain any monetary damages of any kind, including consequential, special, indirect or punitive damages, in excess of the Company Liability Limitation against the Company Related Parties for, or with respect to, this Agreement or the Merger, the termination of this Agreement, the failure to consummate the Merger or any claims or actions under applicable Law arising out of any such breach, termination or failure.

Sole and Exclusive Remedy. (a) From Notwithstanding anything that may be expressed or implied in this Agreement, any Ancillary Agreement or any document, certificate or instrument delivered in connection herewith or therewith, from and after the Closing, without limitation of the rights of the parties hereto pursuant to Article 1, except for (i) in the case of the Buyer Indemnified Parties as provided in the Representation and Warranty Insurance Policy, (ii) the right of a party to pursue specific performance pursuant to Section 12.16 and (iii) subject to Section 10.08, any claim of intentional fraud asserted against the Person who committed such fraud, in each case, the indemnification terms set forth in this Article 8 shall constitute the sole and exclusive remedy (in lieu of the parties hereto, the Buyer Indemnified Parties and the Seller Indemnified Parties for any and all Losses other rights and remedies any such Person otherwise may have had) of Buyer, the Sellers or other claims relating to any Non-Recourse Party of the foregoing may have under, arising out of or arising resulting from or incurred in connection with this Agreement or the Contribution Agreement, including in any Schedule or certificate delivered hereunder or thereunder, Ancillary Agreement and with respect to the transactions contemplated hereby or and thereby (other than with respect to any claims to the extent relating to or arising from the Intellectual Property License Agreement, the Trademark and Co-Use Agreement, the Transition Services Agreement, the Employee Services Agreement, any Seller Release or any Restrictive Covenant Agreementdocument, which may certificate or instrument delivered in connection herewith or therewith, shall be brought (a) Buyer’s right to recover under such agreement in accordance with the terms thereof)Buyer’s Insurance Policy, in each case 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, and the parties hereto hereby agree that no Person (and no Buyer Indemnified Party or Seller Indemnified Party) shall have any remedy or recourse with respect to any of the foregoing other than as expressly set forth in this Article 8 (and subject to the limitations and terms set forth in this Article 8). (b) The parties hereto acknowledge and agree, on their behalf and on behalf of the Buyer Indemnified Parties and Seller Indemnified Parties, that from and after the Closing no Indemnitee may avoid the limitation on liability set forth in this Article 8 by (x) seeking damages for breach of contract, tort or pursuant to any other theory of liability outside of the indemnification provisions set forth herein, all of which are hereby waived, or (y) asserting or threatening any claim recourse against any Person that is not identified as a party hereto for breaches of the representations, warranties, covenants and agreements contained in this Agreement. The parties hereto agree that the provisions in this Agreement relating to indemnification, and the limits imposed on the remedies of the parties hereto (and the Buyer Indemnified Parties and Seller Indemnified Parties) with respect to this Agreement (including recourse by any Person that expressly has rights to enforce this Agreement pursuant to Section 11.13) for breach of any covenant and agreement set forth herein that is required to be performed following the Contribution AgreementClosing in accordance with its terms, subject to the limitations set forth herein, including as provided in Section 2.7 (Post-Closing Purchase Price Adjustment), Section 5.5 (Directors’ and Officers’ Exculpation; Indemnification) and Section 11.6 (Equitable Relief), (c) recourse against any Schedule or certificate hereunder or thereunderPerson that is identified as a party to an Ancillary Agreement (but not any Non-Recourse Party of such Person) under and to the extent expressly provided for therein, subject to the limitations set forth herein and therein, (d) the transactions contemplated hereby or therebyright to bring a Fraud Claim, were specifically bargained for between sophisticated parties subject in all respects to the limitations set forth herein (including the terms and were specifically taken into account conditions of Article IX, Section 11.9, Section 11.10 and Section 11.15), (e) subject in all respects to the determination limitations set forth herein (including the terms and conditions of Section 7.7, Section 7.8, Article IX, Section 11.9, Section 11.10 and Section 11.15), Indemnified Taxes, (f) subject in all respects to the amounts limitations set forth herein (including the terms and conditions of Section 5.19, Article IX, Section 11.9, Section 11.10 and Section 11.15), Indian JV Liabilities, (g) subject in all respects to be paid the limitations set forth herein (including the terms and conditions of Section 5.2(f), Article IX, Section 11.9, Section 11.10 and Section 11.15), FCC Indemnified Losses, (h) subject in all respects to Seller hereunderthe limitations set forth herein (including the terms and conditions of Section 5.21, Article IX, Section 11.9, Section 11.10 and Section 11.15), the Buyer Default Liabilities Indemnity, (i) subject in all respects to the limitations set forth herein (including the terms and conditions of Section 5.10(b), Section 5.15, Article IX, Section 11.9, Section 11.10 and Section 11.15), the Buyer indemnity obligations set forth in Section 5.10(b) and Section 5.15, (j) subject in all respects to the limitations set forth herein (including the terms and conditions of Section 5.22, Article IX, Section 11.9, Section 11.10 and Section 11.15), the NC Property Losses and (k) subject in all respects to the limitations set forth herein (including the terms and conditions of Section 5.23, Article IX, Section 11.9, Section 11.10 and Section 11.15), the Pre-Closing Workers’ Compensation Liabilities.

Sole and Exclusive Remedy. (ai) From Subject to the Company’s right to specific performance set forth in Section 8.12 (and after notwithstanding anything to the Closing, without limitation of contrary in Section 7.2) and the rights of the parties hereto pursuant Company to Article 1enforce the Equity Commitment Letter and the Guaranty, except for (iA) in the case Company’s right to receive payment of the Buyer Indemnified Parties as provided in the Representation and Warranty Insurance Policy, (ii) the right of a party to pursue specific performance Parent Termination Fee pursuant to Section 12.16 and 7.3(b) (iii) including, for the avoidance of doubt, from the Guarantors pursuant to their respective obligations under the Guaranty, subject to Section 10.08, any claim of intentional fraud asserted against the Person who committed such fraud, in each case, the indemnification terms set forth in this Article 8 limitations contained therein) shall constitute be the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) of the parties heretoCompany, its Subsidiaries and its and their Affiliates against Parent, Merger Sub and any former, current or future direct or indirect equity holder, controlling Person, general or limited partner, stockholder, member, manager, director, officer, employee, agent, Affiliate, assignee, representative or Debt Financing Source of Parent or Merger Sub (any such Person, other than Parent and Merger Sub, a “Parent Recourse Related Party”) for any damages suffered as a result of the Buyer Indemnified Parties failure of the transactions contemplated by this Agreement to be consummated, whether at law or equity, in contract, in tort or otherwise, and (B) except (1) as provided in the immediately foregoing clause (A), (2) for the obligations of Xxxxxxx Advisors (UK) Ltd. under the Confidentiality Agreement, (3) the obligations of the Guarantors under the Guaranty and the Seller Indemnified Equity Commitment Letter, and (4) for the reimbursement obligations of Parent pursuant to Section 5.14(c) and the indemnification obligations of Parent pursuant to Section 5.14(e), none of the Parent Recourse Related Parties for will have any and all Losses liability or other claims obligation to the Company or any of its Affiliates relating to or arising from out of this Agreement or the Contribution Agreement, including in any Schedule or certificate delivered hereunder or thereunder, and the transactions contemplated hereby or thereby (other than with respect to any claims to the extent relating to or arising from the Intellectual Property License Agreement, the Trademark and Co-Use AgreementEquity Commitment Letter (except, for the avoidance of doubt, for the Guarantors’ obligations under the Equity Commitment Letter, subject to the limitations contained therein), the Transition Services AgreementGuaranty (except, for the avoidance of doubt, for the Guarantors’ obligations under the Guaranty, subject to the limitations contained therein), the Employee Services Agreement, Debt Financing Commitment Letter or in respect of any Seller Release other document or theory of law or equity or in respect of any Restrictive Covenant Agreement, which may be brought under such agreement in accordance with the terms thereof), in each case regardless of the legal theory under which such liability oral representations made or obligation may be sought alleged to be imposedmade in connection herewith or therewith, whether sounding in contract or tort, or whether at law or in equity, in contract, in tort or otherwise. The parties acknowledge and agree that in no event will Parent or the Guarantors be required to pay the Parent Termination Fee on more than one occasion. For the avoidance of doubt, while the Company may pursue both a grant of specific performance under Section 8.12 and the parties hereto hereby agree that no Person (and no Buyer Indemnified Party or Seller Indemnified Party) shall have any remedy or recourse with respect to any payment of the foregoing other than Parent Termination Fee under this Section 7.3, as expressly set forth in this Article 8 (applicable, under no circumstances shall the Company be permitted or entitled to receive both a grant of specific performance and subject to the limitations and terms set forth in this Article 8)payment of the Parent Termination Fee. (bii) The parties hereto acknowledge and agreeagree that in no event will the Company be required to pay the Company Termination Fee and the Parent Expenses or either alone on more than one occasion. For the avoidance of doubt, on their behalf while Parent may pursue both a grant of specific performance under Section 8.12 and on behalf the payment of the Buyer Indemnified Parties Company Termination Fee or the Parent Expenses under this Section 7.3, as applicable, under no circumstances shall Parent be permitted or entitled to receive both a grant of specific performance and Seller Indemnified Parties, that from and after the Closing no Indemnitee may avoid the limitation on liability set forth in this Article 8 by (x) seeking damages for breach of contract, tort or pursuant to any other theory of liability outside payment of the indemnification provisions set forth hereinCompany Termination Fee or the Parent Expenses. (iii) The Company, all of which are hereby waived, or (y) asserting or threatening any claim against any Person Parent and Merger Sub acknowledge that is not a party hereto for breaches of the representations, warranties, covenants and agreements contained in this Agreement. The parties hereto agree that Section 7.3 are an integral part of the provisions in transactions contemplated by this Agreement relating to indemnificationand without these agreements, and the limits imposed on the remedies of the parties hereto (and the Buyer Indemnified Parties and Seller Indemnified Parties) with respect to would not enter into this Agreement and the Contribution Agreement, including in any Schedule or certificate hereunder or thereunder, and the transactions contemplated hereby or thereby, were specifically bargained for between sophisticated parties and were specifically taken into account in the determination of the amounts to be paid to Seller hereunder.

Sole and Exclusive Remedy. (a) From and after Except with respect to claims based on the ClosingFraud, without limitation willful misconduct or Willful Breach of the rights any Party or any Affiliate of the parties hereto pursuant to Article 1any Party, except for (i) in the case of the Buyer Indemnified Parties as provided in the Representation and Warranty Insurance Policy, (ii) the right of a party to pursue specific performance pursuant to Section 12.16 and (iii) subject to Section 10.08, any claim of intentional fraud asserted against the Person who committed such fraud, in each case, the indemnification terms otherwise set forth in the proviso in Section 10.8 and except as set forth in Section 11.11, the indemnities provided in this Article 8 shall constitute X shall, from and after Closing, be the sole and exclusive remedy of the parties hereto, the Buyer Indemnified Parties Indemnitees against Seller and its Affiliates or the Seller Indemnified Parties Indemnitees against Buyer and its Affiliates, as the case may be, at Law or in equity for any and all Losses or other claims relating to or arising from this Agreement or the Contribution Agreement, including in any Schedule or certificate delivered hereunder or thereunder, and the transactions contemplated hereby or thereby (other than with respect to any claims to the extent relating to or arising from the Intellectual Property License Agreement, the Trademark and Co-Use Agreement, the Transition Services Agreement, the Employee Services Agreement, any Seller Release or any Restrictive Covenant Agreement, which may be brought under such agreement in accordance with the terms thereof), in each case regardless of the legal theory under which such liability or obligation may be sought to be imposedwhatsoever, whether sounding arising in contract or tortcontract, or whether at law or in equity, tort or otherwise, and including any claims based on negligent misrepresentation, relating to this Agreement and any other document or certificate delivered in connection herewith, the parties hereto Company, any applicable Law or otherwise; provided, however, that nothing in this Agreement shall prevent either Party from seeking an injunction or injunctions to prevent breaches of this Agreement by the other Party and to enforce specifically the terms and provisions hereof. In furtherance of the foregoing, Buyer and Seller hereby agree that no Person waive, for themselves and as agent for each of their Affiliates (including the Company), from and no Buyer Indemnified after the Closing, to the fullest extent permitted under applicable Law, any and all rights, claims and causes of action (other than claims based on Fraud or willful misconduct or claims for equitable relief related to the breach of any covenant or agreement of the Party contained in this Agreement requiring performance after the Closing), whether arising in contract, tort or otherwise (including any claims based on negligent misrepresentation) the other Party or Seller Indemnified Party) shall have any remedy or recourse with respect to any of its Affiliates may have against it or any of their Affiliates or any of their respective officers, directors, employees, agents or advisors relating to this Agreement and any other document or certificate delivered in connection herewith, except pursuant to the foregoing other than as expressly indemnification provisions set forth in this Article 8 X. Furthermore, the Parties each hereby acknowledge that (and subject to the limitations and terms set forth in this Article 8). (bi) The parties hereto acknowledge and agree, on their behalf and on behalf of the Buyer Indemnified Parties and Seller Indemnified Parties, that from and after the Closing no Indemnitee may avoid the limitation on liability set forth in this Article 8 by (x) seeking damages for breach of contract, tort or pursuant to any other theory of liability outside of the indemnification provisions set forth herein, all of which are hereby waived, or (y) asserting or threatening any claim against any Person that is not a party hereto for breaches of the representations, warranties, covenants and agreements contained in this Agreement. The parties hereto agree that the provisions in this Agreement relating to indemnificationembodies the justifiable expectation of sophisticated Parties knowledgeable in business and derived from voluntary, and the limits imposed on the remedies of the parties hereto arm’s length negotiations; (and the Buyer Indemnified ii) all Parties and Seller Indemnified Parties) with respect to this Agreement specifically acknowledge that no Party has any special relationship with another Party that would justify any expectation beyond that of an ordinary buyer and an ordinary seller in an arm’s length transaction; and (iii) no fiduciary relationship or duty exists between or among Seller or any of its Affiliates, on the Contribution Agreement, including in any Schedule or certificate hereunder or thereunderone hand, and Buyer or any of its Affiliates, on the transactions contemplated hereby or thereby, were specifically bargained for between sophisticated parties and were specifically taken into account in the determination of the amounts to be paid to Seller hereunderother hand.

Sole and Exclusive Remedy. (a) From Should the Closing occur (i) the sole and exclusive remedies of Eclipsys for any breach or inaccuracy of the representations and warranties of the Stockholders under this Agreement and any other Transaction Documents, whether such claims be in contract, tort or otherwise, shall be the remedies provided in this Article VII and Article VIII, and Eclipsys hereby waives, from and after the Closing, without limitation any and all other remedies which may be available at law or equity for any breach or inaccuracy or alleged breach or inaccuracy of the rights representations and warranties of the parties hereto pursuant to Article 1Stockholders hereunder, except for (i) in the case of the Buyer Indemnified Parties as provided in the Representation and Warranty Insurance Policy, (ii) the right Stockholders’ sole and exclusive remedies for any breach or inaccuracy of a party to pursue specific performance pursuant to Section 12.16 the representations and (iii) subject to Section 10.08warranties of Eclipsys under this Agreement and any other Transaction Documents, any claim of intentional fraud asserted against whether such claims be in contract, tort or otherwise, shall be the Person who committed such fraud, in each case, the indemnification terms set forth remedies provided in this Article 8 shall constitute the sole VII and exclusive remedy Article VIII, and each of the parties heretoStockholders hereby waives, from and after the Buyer Indemnified Parties and the Seller Indemnified Parties for Closing, any and all Losses or other claims relating to or arising from this Agreement or the Contribution Agreement, including in any Schedule or certificate delivered hereunder or thereunder, and the transactions contemplated hereby or thereby (other than with respect to any claims to the extent relating to or arising from the Intellectual Property License Agreement, the Trademark and Co-Use Agreement, the Transition Services Agreement, the Employee Services Agreement, any Seller Release or any Restrictive Covenant Agreement, remedies which may be brought under such agreement in accordance with the terms thereof), in each case 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 available at law or in equity, equity for any breach or otherwise, and the parties hereto hereby agree that no Person (and no Buyer Indemnified Party inaccuracy or Seller Indemnified Party) shall have any remedy alleged breach or recourse with respect to any inaccuracy of the foregoing other than as expressly set forth in this Article 8 (representations and subject to the limitations and terms set forth in this Article 8)warranties of Eclipsys hereunder. (b) The parties hereto acknowledge and agreeNothing in this Article VII will (i) limit the right of any party to seek injunctive or other equitable relief for any breach or alleged or threatened breach of any covenant in this Agreement or any other Transaction Document, on their behalf and on behalf provided that the exercise of any equitable relief shall be subject to Section 11.11, or (ii) limit the rights of the Buyer Indemnified Parties Stockholders to seek any remedies with respect to Fraud by Eclipsys, or Eclipsys to seek any remedies with respect to Stockholder Fraud in connection herewith or transactions contemplated hereby (including limiting the time such claims can be made, or making such claims subject to any deductibles set forth herein). (c) For the avoidance of doubt, the concept of “indemnity” as used in this Article VII is intended to include claims between or among the parties to this Agreement and Seller Indemnified Partiesnot involving any third party, that from as well as Third Party Claims, and after the Closing no Indemnitee may avoid the limitation on liability set forth in this Article 8 by (x) seeking damages Section 7.9 of remedies for breach or inaccuracies of representations and warranties under this Agreement is not intended to preclude claims between or among the parties, including but not limited to claims for breach of contractcontract or Fraud, tort or pursuant to any other theory of liability outside of the indemnification provisions set forth hereinwhich claims are, all of which are hereby waivedhowever, or (y) asserting or threatening any claim against any Person that is not a party hereto for breaches of the representations, warranties, covenants and agreements contained in this Agreement. The parties hereto agree that the provisions in this Agreement relating to indemnification, and the limits imposed on the remedies of the parties hereto (and the Buyer Indemnified Parties and Seller Indemnified Parties) with respect to this Agreement and the Contribution Agreement, including in any Schedule or certificate hereunder or thereunder, and the transactions contemplated hereby or thereby, were specifically bargained for between sophisticated parties and were specifically taken into account in the determination of the amounts intended to be paid to Seller hereundergoverned by this Article VII.

Sole and Exclusive Remedy. (a) From and after Following the Closing, without limitation except in respect of the rights of the parties hereto pursuant to Article 1, except for (i) in the case of the Buyer Indemnified Parties as provided in the Representation a dispute under Section 2.7 or Section 2.8 (which shall be governed by Section 2.7 and Warranty Insurance PolicySection 2.8, respectively), (ii) the right a breach of a party to pursue specific performance pursuant to Section 12.16 and 5.18(a), (iii) subject to Fraud or (iv) as set forth in Section 10.08, any claim of intentional fraud asserted against the Person who committed such fraud, in each case9.15, the indemnification terms set forth provisions contained in this Article 8 shall VIII will constitute the sole and exclusive recourse and remedy of the parties hereto, the Buyer Indemnified Parties and the Seller Indemnified Parties for with respect to any and all Losses or other claims relating to or claim arising from this Agreement or the Contribution Agreement, including in any Schedule or certificate delivered hereunder or thereunder, and the transactions contemplated hereby (including Purchaser Claims and Seller Claims), whether by contract, tort or thereby otherwise, provided, however, the provisions of this Article VIII will not restrict the right of any party (i) to seek specific performance or other than equitable remedies in connection with respect any breach of any of the covenants contained in this Agreement, or (ii) to pursue any remedies for claims to the extent specifically relating to or arising from the Intellectual Property License Agreement, the Trademark and Co-Use Agreement, the Transition Services Agreement, the Employee Services Agreement, under any Seller Release agreement or any Restrictive Covenant Agreement, which instrument delivered pursuant to this Agreement that may be brought available under such agreement in accordance with the terms thereof), in each case 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, and the parties hereto hereby agree that no Person (and no Buyer Indemnified Party or Seller Indemnified Party) shall have any remedy or recourse with respect to any of the foregoing other than as expressly set forth in this Article 8 (and subject to the limitations and terms set forth in this Article 8). (b) The parties hereto acknowledge and agree, on their behalf and on behalf of the Buyer Indemnified Parties and Seller Indemnified Parties, that from and after the Closing no Indemnitee may avoid the limitation on liability set forth in this Article 8 by (x) seeking damages for breach of contract, tort or pursuant to any other theory of liability outside of the indemnification provisions set forth herein, all of which are hereby waived, such agreements and not relating to or (y) asserting or threatening any claim against any Person that is not a party hereto for breaches of the representations, warranties, covenants and agreements contained in arising under this Agreement. The parties hereto agree that the provisions in this Agreement relating to indemnification, and the limits imposed on the remedies of the parties hereto (Purchaser Indemnified Parties’ and the Buyer Indemnified Parties and Seller Indemnified Parties) ’ remedies with respect to this Agreement and the Contribution Agreement, including in any Schedule or certificate hereunder or thereunder, and the transactions contemplated hereby or thereby, were specifically bargained for between sophisticated parties and were specifically taken into account in the determination of the amounts to be paid to Seller hereunder. (b) Without limiting the generality of the foregoing and consistent with the intent of the parties hereto with respect to limiting Purchaser’s remedies as provided in this Section 8.7, effective as of the Closing, the Purchaser releases and forever discharges, and shall cause the Companies to release and forever discharge, the Sellers and any current or former, as applicable, equityholders, directors, managers, officers, employees, agents, attorneys, contractors, successors, assigns, predecessors, heirs, executors, trustees, representatives and administrators of the Companies (the “Seller Related Persons”) from any and all Damages, claims, demands, Actions, causes of action of whatever rights, of every kind or character (whether such actions are actions in law, equity, tort, contract, or otherwise and including actions seeking injunctive or other equitable relief), whether known or unknown relating to any matter arising or in existence at any time on or prior to the Closing, whether manifested before or after the Closing (collectively the “Released Claims”), solely as it relates to the Companies, the Transferred Assets and the Transaction, and irrevocably covenants to refrain from, directly or indirectly, asserting any claim or demand or commencing, instituting, or causing to be commenced, any Proceeding against the Sellers or their respective Seller Related Persons, based upon any matter purported to be released hereby (the “Purchaser’s Release”) solely as it relates to the Companies, the Transferred Assets and the Transaction. Notwithstanding the foregoing, the Purchaser’s Release shall in no way release or discharge any Released Claims or rights of the Purchaser against the Companies or any of the Sellers relating to: (i) any Purchaser’s right to be indemnified, including pursuant to this Article VIII, or otherwise; or (ii) any rights under this Agreement and any agreement incorporated herein or contemplated hereby.

Sole and Exclusive Remedy. (a) From and after the Closing, without limitation of the rights of the parties hereto pursuant to Article 1, except for (i) Under no circumstances will the collective monetary damages payable by the Buyer Parties or any of their Affiliates for breaches under this Agreement, the Guarantee or the Equity Commitment Letter exceed an amount equal to $288,740,000 plus the Reimbursement Obligations in the case aggregate for all such breaches (the “Parent Liability Limitation”). In no event will any of the Company Related Parties seek or obtain, nor will they permit any of their Representatives or any other Person acting on their behalf to seek or obtain, nor will any Person be entitled to seek or obtain, any monetary recovery or monetary award in excess of the Parent Liability Limitation against (A) the Buyer Parties or the Guarantor; or (B) the former, current and future holders of any equity, controlling persons, directors, officers, employees, agents, attorneys, Financing Sources, Affiliates (other than the Buyer Parties or the Guarantor), members, managers, general or limited partners, stockholders and assignees of each of the Buyer Indemnified Parties as provided in the Representation and Warranty Insurance Policy, (ii) the right of a party to pursue specific performance pursuant to Section 12.16 and (iii) subject to Section 10.08, any claim of intentional fraud asserted against the Person who committed such fraud, in each case, the indemnification terms set forth in this Article 8 shall constitute the sole and exclusive remedy of the parties hereto, the Buyer Indemnified Parties and the Seller Indemnified Guarantor (the Persons in clauses (A) and (B) collectively, the “Parent Related Parties”), and in no event will the Company Group be entitled to seek or obtain any monetary damages of any kind, including consequential, special, indirect or punitive damages, in excess of the Parent Liability Limitation against the Parent Related Parties for, or with respect to, this Agreement, the Equity Commitment Letter, the Guarantee or the transactions contemplated hereby and thereby (including any breach by the Guarantor or the Buyer Parties), the termination of this Agreement, the failure to consummate the Merger or any claims or actions under applicable law arising out of any such breach, termination or failure; provided that the foregoing shall not preclude any liability of the Financing Sources to the Company or the Buyer Parties under the definitive agreements relating to the Debt Financing, nor limit the Company or the Buyer Parties from seeking to recover any such damages or obtain equitable relief from or with respect to any Financing Source pursuant to the definitive agreements relating to the Debt Financing. Other than the Guarantor’s obligations under the Guarantee and the Equity Commitment Letter and other than the Buyer Parties’ obligations under this Agreement, in no event will any Parent Related Party or any other Person other than the Guarantor and the Buyer Parties have any liability for monetary damages to the Company or any and all Losses or other claims Person relating to or arising from out of this Agreement or the Contribution Merger. (ii) If this Agreement is validly terminated pursuant to Section 8.1 in a situation in which the Company Termination Fee is payable pursuant to Section 8.3(b), Parent’s receipt of the Company Termination Fee to the extent due and payable (and timely and fully paid) pursuant to Section 8.3(b) will be the only amount that the Buyer Parties and each of their respective Affiliates may recover from (A) the Company Group and its Affiliates; and (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 Group and its Affiliates (the Persons in clauses (A) and (B) collectively, the “Company Related Parties”) in respect of this Agreement, including any agreement executed in any Schedule or certificate delivered hereunder or thereunder, connection herewith and the transactions contemplated hereby and thereby, the termination of this Agreement, the failure to consummate the Merger or thereby (other than with respect to any claims or actions under applicable law arising out of any such breach, termination or failure, and upon payment of such amount, (1) none of the Company Related Parties will have any further liability or obligation to the extent Buyer Parties relating to or arising from the Intellectual Property License Agreement, the Trademark and Co-Use Agreement, the Transition Services Agreement, the Employee Services out of this Agreement, any Seller Release agreement executed in connection herewith or any Restrictive Covenant Agreement, which may be brought under such agreement in accordance with the terms thereof), in each case 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, and the parties hereto hereby agree that no Person (and no Buyer Indemnified Party or Seller Indemnified Party) shall have any remedy or recourse with respect to any of the foregoing other than as expressly set forth in this Article 8 (and subject to the limitations and terms set forth in this Article 8). (b) The parties hereto acknowledge and agree, on their behalf and on behalf of the Buyer Indemnified Parties and Seller Indemnified Parties, that from and after the Closing no Indemnitee may avoid the limitation on liability set forth in this Article 8 by (x) seeking damages for breach of contract, tort or pursuant to any other theory of liability outside of the indemnification provisions set forth herein, all of which are hereby waived, or (y) asserting or threatening any claim against any Person that is not a party hereto for breaches of the representations, warranties, covenants and agreements contained in this Agreement. The parties hereto agree that the provisions in this Agreement relating to indemnification, and the limits imposed on the remedies of the parties hereto (and the Buyer Indemnified Parties and Seller Indemnified Parties) with respect to this Agreement and the Contribution Agreement, including in any Schedule or certificate hereunder or thereunder, and the transactions contemplated hereby and thereby or therebyany matters forming the basis of such termination (except that the Parties (or their Affiliates) will remain obligated with respect to the Confidentiality Agreement, were specifically bargained Section 8.3(a) and Section 8.3(d), as applicable); and (2) none of the Buyer Parties or any other Person will be entitled to bring or maintain any claim, action or proceeding against the Company or any Company Related Party arising out of this Agreement, any agreement executed in connection herewith or the transactions contemplated hereby and thereby or any matters forming the basis for between sophisticated parties such termination (except that the Parties (or their Affiliates) will remain obligated with respect to the Confidentiality Agreement, Section 8.3(a) and were specifically taken Section 8.3(d), as applicable). Under no circumstances will the collective monetary damages payable by the Company for breaches under this Agreement (taking into account the payment of the Company Termination Fee pursuant to this Agreement) exceed $288,740,000 in the determination aggregate for all such breaches (plus any obligations pursuant to Section 8.3(d)) (the “Company Liability Limitation”). In no event will any of the amounts Parent Related Parties seek or obtain, nor will they permit any of their Representatives or any other Person acting on their behalf to seek or obtain, nor will any Person be paid entitled to Seller hereunderseek or obtain, any monetary recovery or award in excess of the Company Liability Limitation against any of the Company Related Parties, and in no event will the Buyer Parties be entitled to seek or obtain any monetary damages of any kind, including consequential, special, indirect or punitive damages, in excess of the Company Liability Limitation against the Company Related Parties for, or with respect to, this Agreement or the Merger, the termination of this Agreement, the failure to consummate the Merger or any claims or actions under applicable law arising out of any such breach, termination or failure.

Sole and Exclusive Remedy. (a) From Should the Closing occur (i) the sole and exclusive remedies of Eclipsys and Merger Sub for any breach or inaccuracy of the representations and warranties of MediNotes and the Major Stockholders under this Agreement and any other Transaction Documents (except to the extent expressly provided in such Transaction Documents), whether such claims be in contract, tort or otherwise, shall be the remedies provided in this Article VII, and Eclipsys and Merger Sub hereby waive, from and after the Closing, without limitation any and all other remedies which may be available at law or equity for any breach or inaccuracy or alleged breach or inaccuracy of the rights representations and warranties of MediNotes and the parties hereto pursuant to Article 1Major Stockholders hereunder, except for (i) in the case of the Buyer Indemnified Parties as provided in the Representation and Warranty Insurance Policy, (ii) the right Stockholders’ sole and exclusive remedies for any breach or inaccuracy of a party the representations and warranties of Eclipsys and Merger Sub under this Agreement and any other Transaction Documents (except to pursue specific performance pursuant to Section 12.16 and (iii) subject to Section 10.08the extent expressly provided in such Transaction Documents), any claim of intentional fraud asserted against whether such claims be in contract, tort or otherwise, shall be the Person who committed such fraud, in each case, the indemnification terms set forth remedies provided in this Article 8 VII, and each of the Stockholders hereby waives, and by approval hereof by the Stockholders, shall constitute be deemed to have waived, from and after the Closing, any and all other remedies which may be available at law or equity for any breach or inaccuracy or alleged breach or inaccuracy of the representations and warranties of Eclipsys and Merger Sub hereunder. If the Closing does not occur, the sole and exclusive remedy of the parties hereto, the Buyer Indemnified Parties and the Seller Indemnified Parties for any and all Losses or other claims relating to or arising from this Agreement or the Contribution Agreement, including shall be as set forth in any Schedule or certificate delivered hereunder or thereunderSection 9.5, and the transactions contemplated hereby or thereby (other than with respect to any claims to the extent relating to or arising from the Intellectual Property License Agreement, the Trademark and Co-Use Agreement, the Transition Services Agreement, the Employee Services Agreement, any Seller Release or any Restrictive Covenant Agreement, which may be brought under such agreement in accordance with the terms thereof), in each case regardless provisions 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, and the parties hereto hereby agree that no Person (and no Buyer Indemnified Party or Seller Indemnified Party) shall have any remedy or recourse with respect to any of the foregoing other than as expressly set forth in this Article 8 (and subject to the limitations and terms set forth in this Article 8)VII shall be inapplicable. (b) The parties hereto acknowledge and agreeNothing in this Article VII will (i) limit the right of any party to seek injunctive or other equitable relief for any breach or alleged or threatened breach of any covenant in this Agreement or any other Transaction Document, on their behalf and on behalf provided that the exercise of any equitable relief shall be subject to Section 10.11, or (ii) limit the rights of the Buyer Indemnified Parties Major Stockholders to seek any remedies with respect to Fraud by Eclipsys, or Eclipsys to seek any remedies with respect to Stockholder Fraud in connection herewith or transactions contemplated hereby (including limiting the time such claims can be made, or making such claims subject to any deductibles set forth herein). (c) For the avoidance of doubt, the concept of “indemnity” as used in this Article VII is intended to include claims between or among the parties to this Agreement and Seller Indemnified Partiesnot involving any third-party, that from as well as Third-Party Claims, and after the Closing no Indemnitee may avoid the limitation on liability set forth in this Article 8 by (x) seeking damages Section 7.9 of remedies for breach or inaccuracies of representations and warranties under this Agreement is not intended to preclude claims between or among the parties, including but not limited to claims for breach of contractcontract or Fraud, tort or pursuant to any other theory of liability outside of the indemnification provisions set forth hereinwhich claims are, all of which are hereby waivedhowever, or (y) asserting or threatening any claim against any Person that is not a party hereto for breaches of the representations, warranties, covenants and agreements contained in this Agreement. The parties hereto agree that the provisions in this Agreement relating to indemnification, and the limits imposed on the remedies of the parties hereto (and the Buyer Indemnified Parties and Seller Indemnified Parties) with respect to this Agreement and the Contribution Agreement, including in any Schedule or certificate hereunder or thereunder, and the transactions contemplated hereby or thereby, were specifically bargained for between sophisticated parties and were specifically taken into account in the determination of the amounts intended to be paid to Seller hereundergoverned by this Article VII.

Sole and Exclusive Remedy. (a) From and after the Closing, and subject to and without limitation of the rights of the parties hereto Parent pursuant to Article 1, except for (i) in I and Section 13.18 and the case of the Buyer Parent Indemnified Parties as provided in the Representation and Warranty Insurance Policy, (ii) the right of a party to pursue specific performance pursuant to Section 12.16 and (iii) subject to Section 10.08, any claim of intentional fraud asserted against the Person who committed such fraud, in each case7.03(b), the indemnification terms set forth in this Article 8 IX shall constitute the sole and exclusive remedy of the parties hereto, the Buyer Indemnified Parties and the Seller Parent Indemnified Parties for any and all Losses or other claims relating to or arising from this Agreement or in connection with the Contribution Agreementtransactions contemplated hereby, including in any exhibit, Schedule or certificate delivered hereunder or thereunder, and the transactions contemplated hereby or thereby (other than with respect to any claims to the extent relating to or arising from the Intellectual Property License Agreement, the Trademark and Co-Use Agreement, the Transition Services Agreement, the Employee Services Agreement, any Seller Release or any Restrictive Covenant Agreement, which may be brought under such agreement in accordance with the terms thereof)hereunder, in each case 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 Law or in equity, or otherwise, and the parties hereto hereby agree that no Person (and no Buyer Parent Indemnified Party or Seller Indemnified Party) shall have any remedy or recourse with respect to any of the foregoing other than as expressly set forth in this Section 7.03(b), Section 13.18 or Article 8 IX (and subject to the limitations and terms set forth in this Article 8)IX). (b) The parties hereto acknowledge Parent acknowledges and agreeagrees, on their its behalf and on behalf of the Buyer Indemnified Parties and Seller Parent Indemnified Parties, that from and after the Closing Closing, no Indemnitee Parent Indemnified Party may avoid the limitation on liability set forth in this Article 8 IX by (x) seeking damages for breach of contract, tort or pursuant to any other theory of liability outside of the indemnification provisions set forth herein, all of which are hereby waived, or (y) asserting or threatening any claim against any Person that is not a party hereto Party for breaches of the representations, warranties, covenants and agreements contained in this Agreement. The parties Parties hereto agree that the provisions in this Agreement relating to indemnification, and the limits imposed on the remedies of the parties hereto (and the Buyer Indemnified Parties and Seller Indemnified Parties) with respect to this Agreement and the Contribution Agreement, including in any Schedule or certificate hereunder or thereunder, and the transactions contemplated hereby or therebyhereby, were specifically bargained for between sophisticated parties and were specifically taken into account in the determination of the amounts to be paid to Seller the Securityholders hereunder.

Sole and Exclusive Remedy. (a) From The sole and after exclusive remedy of any Party to this Agreement and its Affiliates with respect to this Agreement, the ClosingAssets, without limitation of the rights of Assumed Liabilities, the parties hereto pursuant Dutch Entity, the events giving rise to Article 1this Agreement and the other transactions contemplated by this Agreement, except for (i) other than in the case of the Buyer Indemnified Parties as provided in the Representation and Warranty Insurance PolicyFraud, (ii) the right of a party shall be limited to pursue specific performance pursuant to Section 12.16 and (iii) subject to Section 10.08, any claim of intentional fraud asserted against the Person who committed such fraud, in each case, the indemnification terms provisions set forth in this Article 8 VI, except that a Party shall constitute have the sole and exclusive remedy right to specific performance under Section 7.12 to enforce the covenants to be performed pursuant to this Agreement. In furtherance of the parties heretoforegoing, each of the Parties, on behalf of itself and of its Affiliates, hereby waives, releases and discharges, to the fullest extent permitted by applicable Law, the Buyer Indemnified other Parties to this Agreement and the Seller Indemnified Parties for their respective Affiliates, directors, officers and employees from any and all Buyer Indemnified Losses or other claims relating to or arising from this Agreement or Seller Indemnified Losses, as the Contribution Agreementcase may be, including in of any Schedule or certificate delivered hereunder or thereunder, and the transactions contemplated hereby or thereby kind (other than with respect to any claims to the extent relating to or arising from the Intellectual Property License Agreement, the Trademark and Co-Use Agreement, the Transition Services Agreement, the Employee Services Agreement, any Seller Release or any Restrictive Covenant Agreement, which may be brought under such agreement in accordance with the terms thereof), in each case 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 Law or in equity, equity or otherwise, and the parties hereto hereby agree that no Person foreseen or unforeseen, matured or unmatured, known or unknown, accrued or not accrued or based on any Law or right of action or otherwise), except as provided in this Agreement (and no Buyer Indemnified Party or Seller Indemnified Party) shall have any remedy or recourse with respect to any of the foregoing other than as expressly set forth provided in any other Transaction Document) notwithstanding the strict liability, gross negligence or negligence of a released Party (whether sole, joint or concurrent or active or passive), it being understood that nothing in this Article 8 (and subject to Section 6.09 limits any claims under the limitations and terms set forth in this Article 8)Insurance Policy or under Section 7.12. (b) The parties hereto acknowledge Parties intend that, even though indemnification obligations appear in various Sections and agreeArticles of this Agreement, on their behalf the indemnification procedures, limitations and on behalf of the Buyer Indemnified Parties and Seller Indemnified Parties, that from and after the Closing no Indemnitee may avoid the limitation on liability set forth other provisions contained in this Article 8 by (x) seeking damages for breach of contract, tort or pursuant VI shall apply to any other theory of liability outside all indemnity obligations of the indemnification provisions set forth hereinParties under this Agreement, all of which are hereby waived, except as otherwise provided in Section 5.06(c) or (y) asserting or threatening any claim against any Person that is not a party hereto for breaches of to the representations, warranties, covenants and agreements contained extent expressly excluded in this Agreement. The parties hereto agree that the provisions Article VI. (c) Notwithstanding anything in this Agreement relating to indemnificationthe contrary, but subject to Section 6.16 (regarding the treatment of indemnification payments as adjustments to the Purchase Price), the sole and the limits imposed on the exclusive rights and remedies of the parties hereto (and the Buyer Indemnified Parties and Seller Indemnified Parties) with respect to this Agreement and the Contribution Agreement, including in any Schedule or certificate hereunder or thereunder, and the transactions contemplated hereby or thereby, were specifically bargained for between sophisticated parties and were specifically taken into account in the determination of the amounts to be paid to Seller hereunderPurchase Price, the Closing Net Working Capital and the Closing Indebtedness are set forth in Section 1.04 and Section 1.05.

Sole and Exclusive Remedy. (a) From BV Seller shall comply with the Company’s obligations and after the Closing, without limitation of the rights of the parties hereto pursuant to Article 1, except for (i) in the case of the Buyer Indemnified Parties as provided in the Representation and Warranty Insurance Policy, (ii) the right of a party to pursue specific performance pursuant to Section 12.16 and (iii) subject to Section 10.08, any claim of intentional fraud asserted against the Person who committed such fraudshall comply with Buyer’s obligations, in each case, the indemnification terms set forth in this Article 8 shall constitute VII of the MTA (subject to the terms and conditions thereof, including Section 7.04 of the MTA). Subject to Section 9.11, the parties acknowledge and agree that their sole and exclusive remedy of the parties hereto, the Buyer Indemnified Parties and the Seller Indemnified Parties for any and all Losses or other claims relating to or arising from this Agreement or the Contribution Agreement, including in any Schedule or certificate delivered hereunder or thereunder, and the transactions contemplated hereby or thereby (other than with respect to any and all claims (other than claims arising from fraud on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the extent relating to or arising from the Intellectual Property License subject matter of this Agreement, the Trademark and Co-Use Agreement, the Transition Services Agreement, the Employee Services Agreement, any Seller Release or any Restrictive Covenant Agreement, which may shall be brought under such agreement in accordance with the terms thereof), in each case 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, and the parties hereto hereby agree that no Person (and no Buyer Indemnified Party or Seller Indemnified Party) shall have any remedy or recourse with respect to any of the foregoing other than as expressly set forth in this Article 8 (and subject to the limitations and terms set forth in this Article 8). (b) The parties hereto acknowledge and agree, on their behalf and on behalf of the Buyer Indemnified Parties and Seller Indemnified Parties, that from and after the Closing no Indemnitee may avoid the limitation on liability set forth in this Article 8 by (x) seeking damages for breach of contract, tort or pursuant to any other theory of liability outside of the indemnification provisions set forth hereinin Article VII of the MTA. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under Law, any and all rights, claims and causes of which are hereby waived, or action (y) asserting or threatening any claim against any Person that is not other than claims arising from fraud on the part of a party hereto for breaches of the representations, warranties, covenants and agreements contained in this Agreement. The parties hereto agree that the provisions in this Agreement relating to indemnification, and the limits imposed on the remedies of the parties hereto (and the Buyer Indemnified Parties and Seller Indemnified Parties) connection with respect to this Agreement and the Contribution Agreement, including in any Schedule or certificate hereunder or thereunder, and the transactions contemplated hereby by this Agreement) for any breach of any representation, warranty, covenant, agreement or therebyobligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their Affiliates and each of their respective Representatives arising under or based upon any Law, were specifically bargained for between sophisticated parties and were specifically taken into account except pursuant to the indemnification provisions set forth in the determination Article VII of the amounts MTA. Nothing in this Section 7.01 shall limit any Person’s right to seek and obtain any equitable relief to which any such Person shall be paid entitled pursuant to Seller hereunderSection 9.11 or to seek any remedy on account of allegations of fraud by any Person in connection with the transactions contemplated by this Agreement.

Sole and Exclusive Remedy. (a) From and after the Closing, without limitation of the rights of the parties hereto pursuant to Article 1, except for (i) in the case If this Agreement is terminated pursuant to Section 8.1, Parent’s receipt of the Buyer Indemnified Parties as provided in Company Termination Fee to the Representation extent owed pursuant to Section 8.3(b) and Warranty Insurance Policy, (iiEnforcement Expenses to the extent owed pursuant to Section 8.3(d) the and Parent’s right of a party to pursue seek specific performance pursuant to Section 12.16 and (iii9.5(b) subject to Section 10.08, any claim of intentional fraud asserted against the Person who committed such fraud, in each case, the indemnification terms set forth in this Article 8 shall constitute will be the sole and exclusive remedy remedies of Parent and Purchaser (the “Parent Related Parties”) against any of the parties heretoCompany and its Affiliates (the “Company Related Parties”) in respect of this Agreement, the Buyer Indemnified Transactions, the termination of this Agreement, the failure to consummate the Transactions or any claims or actions under applicable Legal Requirements arising out of any breach, termination or failure. Parent’s receipt of the Company Termination Fee to the extent owed pursuant to Section 8.3(b) and Enforcement Expenses to the extent owed pursuant to Section 8.3(d) will be the only monetary damages the Parent Related Parties may recover from Company Related Parties in respect of this Agreement, the termination of this Agreement, the failure to consummate the Transactions or any claims or actions under applicable Legal Requirements arising out of any such breach, termination or failure, and upon payment of such amount, (A) none of the Seller Indemnified Company Related Parties for will have any and all Losses further liability or other claims obligation to any of the Parent Related Parties relating to or arising from out of this Agreement or the Contribution Transactions or any matters forming the basis of such termination (except that the Parties (or their respective Affiliates) will remain obligated with respect to, and Parent may be entitled to remedies with respect to, the Confidentiality Agreement, including in as applicable); and (B) none of Parent, Purchaser or any Schedule other Person will be entitled to bring or certificate delivered hereunder maintain any Legal Proceeding against any Company Related Party arising out of this Agreement, the Transactions, or thereunderany matters forming the basis for such termination. Notwithstanding the foregoing, and this Section 8.3(e)(i) will not relieve the transactions contemplated hereby Company from liability or thereby (damages arising out of any common law fraud or Willful Breach of this Agreement or for any breaches of the Confidentiality Agreement, or prevent Parent, Purchaser or any other than Person from bringing or maintaining any Legal Proceeding with respect to any claims to the extent relating to such common law fraud or arising from the Intellectual Property License Agreement, the Trademark and Co-Use Agreement, the Transition Services Agreement, the Employee Services Agreement, any Seller Release Willful Breach of this Agreement or any Restrictive Covenant Agreement, which may be brought under such agreement in accordance with the terms thereof), in each case regardless breach 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, and the parties hereto hereby agree that no Person (and no Buyer Indemnified Party or Seller Indemnified Party) shall have any remedy or recourse with respect to any of the foregoing other than as expressly set forth in this Article 8 (and subject to the limitations and terms set forth in this Article 8)Confidentiality Agreement. (bii) The parties hereto acknowledge and agree, on their behalf and on behalf Each of the Buyer Indemnified Parties and Seller Indemnified Parties, acknowledges that from and after any amount payable by the Closing no Indemnitee may avoid the limitation on liability set forth in this Article 8 by (x) seeking damages for breach of contract, tort or Company pursuant to any other theory this Section 8.3, including the Company Termination Fee, does not constitute a penalty, but rather shall constitute liquidated damages in a reasonable amount that will compensate Parent and Purchaser for the disposition of liability outside of the indemnification provisions set forth herein, all of which are hereby waived, or (y) asserting or threatening any claim against any Person that is not a party hereto for breaches of the representations, warranties, covenants and agreements contained in this Agreement. The parties hereto agree that the provisions in its rights under this Agreement relating to indemnification, and the limits imposed on the remedies of the parties hereto (and the Buyer Indemnified Parties and Seller Indemnified Parties) with respect to this Agreement and the Contribution Agreement, including in any Schedule or certificate hereunder or thereunder, and the transactions contemplated hereby or thereby, were specifically bargained for between sophisticated parties and were specifically taken into account in the determination of the circumstances in which such amounts are due and payable, which amounts would otherwise be impossible to be paid to Seller hereundercalculate with precision.

Sole and Exclusive Remedy. (a) From Each of the parties acknowledges and agrees that, should the Closing occur, the parties’ sole and exclusive remedies with respect to any and all Claims relating to this Agreement, the Master Formation Agreement and the other Conveyance Documents and the transactions contemplated hereby and thereby (other than Claims of, or causes of action arising from, (i) the covenants to be performed post-Closing related to this Agreement, the Master Formation Agreement and the other Conveyance Documents and the transactions contemplated hereby and thereby (other than covenants in the Sublease Agreements), (ii) the other Transaction Documents, (iii) the Commercial Documents or (iv) fraud) shall be pursuant to the indemnification provisions set forth in this Article IX. In furtherance of the foregoing, each of the parties hereto hereby waives, from and after the Closing, without limitation any and all rights, Claims and causes of action relating to this Agreement, the rights Master Formation Agreement and the other Conveyance Documents and the transactions contemplated hereby and thereby (other than Claims of, or causes of the parties hereto pursuant to Article 1action arising from, except for (i) the covenants to be performed post-Closing related to this Agreement, the Master Formation Agreement and the other Conveyance Documents and the transactions contemplated hereby and thereby (other than covenants in the case of the Buyer Indemnified Parties as provided in the Representation and Warranty Insurance PolicySublease Agreements), (ii) the right of a party to pursue specific performance pursuant to Section 12.16 and other Transaction Documents, (iii) subject to Section 10.08, any claim of intentional fraud asserted Commercial Documents or (iv) fraud) it may have against the Person who committed such fraud, in each case, other parties hereto arising under or based upon Applicable Law (except pursuant to the indemnification terms provisions set forth in this Article 8 IX and the provisions of Appendix B). In the event that the Closing does not occur, the parties each shall constitute have all remedies available under Applicable Law, subject to the sole provisions of Section 7.5(a), Section 7.6(a), Article VIII, Section 9.10 and exclusive remedy Section 9.17 of the Master Formation Agreement and subject to the provisions of Section 9.14(a), Section 9.15(a), Section 11.8 and Section 11.15. (b) Each of the parties hereto, the Buyer Indemnified Parties acknowledges and the Seller Indemnified Parties for agrees that with respect to any and all Losses or other claims Claims relating to or arising from (i) the covenants to be performed post-Closing related to this Agreement or the Contribution Agreement, including in any Schedule or certificate delivered hereunder or thereunder, the Master Formation Agreement and the other Conveyance Documents and the transactions contemplated hereby or and thereby (other than covenants in the Sublease Agreements), (ii) the other Transaction Documents, (iii) the Commercial Documents and (iv) fraud, the parties each shall have all remedies available under Applicable Law, subject to the provisions of Section 11.8 and Section 11.15. (c) Marathon and Ashland acknowledge that, while the Company is expected in most circumstances to be the primary beneficiary of indemnification Claims, each of them may also have a Claim against the other under Article IX. It is intended, however, that the Company shall have the primary Claim for indemnity in any matter related to the property, assets and liabilities of the Company and its subsidiaries and that Marathon and Ashland shall be entitled to indemnification compensation only to the extent either of them or any of their respective Affiliates (other than the Company or any of its subsidiaries) suffers a direct Loss or Claim, as opposed to indirect harm, as a result of Losses or Claims with respect to any claims to the extent relating to or arising from the Intellectual Property License Agreement, the Trademark and Co-Use Agreement, the Transition Services Agreement, the Employee Services Agreement, any Seller Release or any Restrictive Covenant Agreement, which may be brought under such agreement in accordance with the terms thereof), in each case 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, and the parties hereto hereby agree that no Person (and no Buyer Indemnified Party or Seller Indemnified Party) shall have any remedy or recourse with respect to any of the foregoing other than as expressly set forth in this Article 8 (and subject to the limitations and terms set forth in this Article 8)Company’s Business. (b) The parties hereto acknowledge and agree, on their behalf and on behalf of the Buyer Indemnified Parties and Seller Indemnified Parties, that from and after the Closing no Indemnitee may avoid the limitation on liability set forth in this Article 8 by (x) seeking damages for breach of contract, tort or pursuant to any other theory of liability outside of the indemnification provisions set forth herein, all of which are hereby waived, or (y) asserting or threatening any claim against any Person that is not a party hereto for breaches of the representations, warranties, covenants and agreements contained in this Agreement. The parties hereto agree that the provisions in this Agreement relating to indemnification, and the limits imposed on the remedies of the parties hereto (and the Buyer Indemnified Parties and Seller Indemnified Parties) with respect to this Agreement and the Contribution Agreement, including in any Schedule or certificate hereunder or thereunder, and the transactions contemplated hereby or thereby, were specifically bargained for between sophisticated parties and were specifically taken into account in the determination of the amounts to be paid to Seller hereunder.

Sole and Exclusive Remedy. (a) From Following the Closing, the sole and exclusive remedy for any and all claims against the Representative or Securityholders arising under, out of or related to this Agreement, shall be the remedies provided in Section 1.09, the remedies set forth in this Article VIII and the rights against a Securityholder contained in the Letter of Transmittal or Option Cancellation Acknowledgment, as applicable, and no Person will have any other entitlement, remedy or recourse, whether in contract, tort or otherwise against the Securityholders, it being agreed that all of such other remedies, entitlements and recourse are expressly waived and released by the parties to the fullest extent permitted by Law. Except in the case of fraud or for direct claims against any Securityholder for any breach by such Securityholder of the representations and warranties made by him, her or it in the applicable Letter of Transmittal or Option Cancellation Acknowledgment, as applicable, from and after the Closing, without limitation the right of the rights of the parties hereto pursuant Parent to Article 1, except for recovery (i) in against the case of Indemnity Escrow Amount shall constitute the Buyer Indemnified Parties as provided in the Representation Parent’s sole and Warranty Insurance Policy, exclusive remedy for any claims made with respect to Section 8.02(i) and (ii) against the right of a party to pursue specific performance Special Escrow Amount pursuant to Section 12.16 and (iii8.02(ii) subject to Section 10.08, any claim of intentional fraud asserted against the Person who committed such fraud, in each case, the indemnification terms set forth in this Article 8 shall constitute the sole and exclusive remedy of the parties hereto, the Buyer Indemnified Parties and the Seller Indemnified Parties for any and all Losses or other claims relating to or arising from this Agreement or the Contribution Agreement, including in any Schedule or certificate delivered hereunder or thereunder, and the transactions contemplated hereby or thereby (other than made with respect to any claims to the extent relating to or arising from the Intellectual Property License Agreement, the Trademark and Co-Use Agreement, the Transition Services Agreement, the Employee Services Agreement, any Seller Release or any Restrictive Covenant Agreement, which may be brought under such agreement in accordance with the terms thereofSection 8.02(ii), in each case 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, and the parties hereto hereby agree that no Person (and no Buyer Indemnified Party or Seller Indemnified Party) shall have any remedy or recourse with respect to any of the foregoing other than as expressly set forth in this Article 8 (and subject to the limitations and terms set forth in this Article 8). (b) The parties hereto acknowledge Parent acknowledges and agree, on their behalf and on behalf of agrees that the Buyer Indemnified Parties and Seller Indemnified Parties, that from and after the Closing no Indemnitee Parent may not avoid the limitation on liability set forth in this Article 8 VIII by (x) seeking damages for breach of contract, tort or pursuant to any other theory of liability outside of the indemnification provisions set forth hereinliability, all of which are hereby waived, or (y) asserting or threatening any claim against any Person that is not a party Party hereto (or a successor to a Party hereto) for breaches of the representations, warranties, covenants and agreements representations or warranties contained in Article III of this Agreement. The parties Parties hereto agree that the provisions in this Agreement relating to indemnification, and the limits imposed on the Parent’s remedies of the parties hereto (and the Buyer Indemnified Parties and Seller Indemnified Parties) with respect to this Agreement and the Contribution Agreement, including in any Schedule or certificate hereunder or thereunder, and the transactions contemplated hereby or therebyhereby, were specifically bargained for between sophisticated parties and were specifically taken into account in the determination of the amounts to be paid to Seller the Securityholders hereunder. Following the Closing and subject to the foregoing, to the maximum extent permitted by Law, the Parties hereby waive all other rights and remedies with respect to any matter in any way relating to this Agreement or arising in connection herewith, whether under any Law at common law, in equity or otherwise.

Sole and Exclusive Remedy. (a) From and after the Closing, without limitation of the rights of the parties hereto pursuant to Article 1, except for (i) in the case of the Buyer Indemnified Parties as provided in the Representation and Warranty Insurance Policy, (ii) the right of a party to pursue specific performance If this Agreement is terminated pursuant to Section 12.16 7.1, the Company’s receipt of the Parent Termination Fee (if payable), the Reimbursement Obligations and (iii) subject any amounts payable pursuant to Section 10.08, any claim of intentional fraud asserted against the Person who committed such fraud7.3(e), in each casecase subject to the terms and conditions of the Limited Guarantee, the indemnification terms set forth in this Article 8 shall constitute will be the sole and exclusive remedy remedies of the parties hereto, the Buyer Indemnified Parties Company and the Seller Indemnified Company Related Parties against the Parent Related Parties for any and all Losses or other claims relating to or arising from money damages in respect of this Agreement or the Contribution Agreement, including any agreement executed in any Schedule or certificate delivered hereunder or thereunder, connection herewith and the transactions contemplated hereby and thereby, the termination of this Agreement, the failure to consummate the Merger or thereby (other any claims or actions under applicable Law arising out of any breach, termination or failure. Other than with respect the Parent Termination Fee, the Reimbursement Obligations and any amounts payable pursuant to Section 7.3(e), none of the Parent Related Parties will have any further liability or obligation to any claims to of the extent Company or the Company Related Parties relating to or arising from the Intellectual Property License Agreement, the Trademark and Co-Use Agreement, the Transition Services Agreement, the Employee Services out of this Agreement, any Seller Release agreement executed in connection herewith or the transactions contemplated hereby and thereby for any Restrictive Covenant matters forming the basis of such termination. The Company’s receipt of the Parent Termination Fee, Reimbursement Obligations and any amounts payable pursuant to Section 7.3(e) will be the only monetary damages the Company Group and each of their respective Affiliates may recover from the Parent Related Parties in respect of this Agreement, which may be brought under such any agreement executed in accordance with the terms thereof), in each case 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, and the parties hereto hereby agree that no Person (and no Buyer Indemnified Party or Seller Indemnified Party) shall have any remedy or recourse with respect to any of the foregoing other than as expressly set forth in this Article 8 (and subject to the limitations and terms set forth in this Article 8). (b) The parties hereto acknowledge and agree, on their behalf and on behalf of the Buyer Indemnified Parties and Seller Indemnified Parties, that from and after the Closing no Indemnitee may avoid the limitation on liability set forth in this Article 8 by (x) seeking damages for breach of contract, tort or pursuant to any other theory of liability outside of the indemnification provisions set forth herein, all of which are hereby waived, or (y) asserting or threatening any claim against any Person that is not a party hereto for breaches of the representations, warranties, covenants and agreements contained in this Agreement. The parties hereto agree that the provisions in this Agreement relating to indemnification, and the limits imposed on the remedies of the parties hereto (and the Buyer Indemnified Parties and Seller Indemnified Parties) with respect to this Agreement and the Contribution Agreement, including in any Schedule or certificate hereunder or thereunder, connection herewith and the transactions contemplated hereby or and thereby, were specifically bargained the termination of this Agreement, the failure to consummate the Merger or any claims or actions under applicable Law arising out of any such breach, termination or failure, and upon payment of such amount, none of the Parent Related Parties will have any further liability or obligation to the Company Group relating to or arising out of this Agreement, any agreement executed in connection herewith or the transactions contemplated hereby and thereby or any matters forming the basis of such termination (except that the Parties (or their Affiliates) will remain obligated with respect to, and the Company may be entitled to remedies with respect to, the Confidentiality Agreement and Section 7.3(e), as applicable). Notwithstanding the foregoing, this Section 7.3(f)(i) will not limit the rights of the Company under Section 8.11(a) or relieve Parent, Merger Sub or any Sponsor Party from liability for between sophisticated any breaches of the Confidentiality Agreement. In no event will any of the Company Related Parties seek or obtain, nor will they permit any of their Representatives or any other Person acting on their behalf to seek or obtain, nor will any Person be entitled to seek or obtain, any monetary recovery or award in excess of the Parent Termination Fee plus the Reimbursement Obligations and any amounts payable pursuant to Section 7.3(e) against any of the Parent Related Parties, and in no event will the Company Group be entitled to seek or obtain any monetary damages of any kind, including consequential, special, indirect or punitive damages, other than the Parent Termination Fee, the Reimbursement Obligations and any amounts payable pursuant to Section 7.3(e) (subject to the terms and conditions of the Limited Guarantee) when payable hereunder against the Parent Related Parties for, or with respect to, this Agreement, the Merger, the termination of this Agreement, the failure to consummate the Merger or any claims or actions under applicable Law arising out of any such breach, termination or failure; provided that the foregoing shall not preclude any liability of the Debt Financing Sources to the Company, Parent or Merger Sub under the definitive agreements relating to the Debt Financing, nor limit the Company, Parent or Merger Sub from seeking to recover any such damages or obtain equitable relief from or with respect to any Debt Financing Source pursuant to the definitive agreements relating to the Debt Financing. (ii) If this Agreement is terminated pursuant to Section 7.1, Xxxxxx’s receipt of the Company Termination Fee (if payable) and any amounts payable pursuant to Section 7.3(e) will be the sole and exclusive remedies of Parent, Merger Sub, the Sponsor Parties and the Parent Related Parties against the Company Related Parties for money damages in respect of this Agreement, any agreement executed in connection herewith and the transactions contemplated hereby and thereby, the termination of this Agreement, the failure to consummate the Merger or any claims or actions under applicable Law arising out of any breach, termination or failure. Other than the Company Termination Fee and any amounts payable pursuant to Section 7.3(e), none of the Company Related Parties will have any further liability or obligation to any of Parent, Merger Sub, any Sponsor Party, or the Parent Related Parties relating to or arising out of this Agreement, any agreement executed in connection herewith or the transactions contemplated hereby and thereby for any matters forming the basis of such termination. Parent’s receipt of the Company Termination Fee and any amounts payable pursuant to Section 7.3(e) will be the only monetary damages Parent and Merger Sub and each of their respective Affiliates may recover from Company Related Parties in respect of this Agreement, any agreement executed in connection herewith and the transactions contemplated hereby and thereby, the termination of this Agreement, the failure to consummate the Merger or any claims or actions under applicable Law arising out of any such breach, termination or failure, and upon payment of such amount, (1) none of the Company Related Parties will have any further liability or obligation to Parent or Merger Sub relating to or arising out of this Agreement, any agreement executed in connection herewith or the transactions contemplated hereby and thereby or any matters forming the basis of such termination (except that the Parties (or their Affiliates) will remain obligated with respect to, and Parent may be entitled to remedies with respect to, the Confidentiality Agreement and Section 7.3(e), as applicable); and (2) none of Parent, Merger Sub or any other Person will be entitled to bring or maintain any claim, action or proceeding against the Company or any Company Related Party arising out of this Agreement, any agreement executed in connection herewith or the transactions contemplated hereby and thereby or any matters forming the basis for such termination (except that the Parties (or their Affiliates) will remain obligated with respect to, and the Company may be entitled to remedies with respect to, the Confidentiality Agreement and Section 7.3(e), as applicable). Notwithstanding the foregoing, this Section 7.3(f)(ii) will not limit the rights of Parent and Merger Sub under Section 8.11(a)or relieve the Company Group from liability (1) for any intentional fraud or Willful Breach of this Agreement or (2) for any breaches of the Confidentiality Agreement. (iii) Each of the parties hereto acknowledges that each of the Company Termination Fee and were specifically taken into account the Parent Termination Fee does not constitute a penalty, but rather shall constitute liquidated damages in a reasonable amount that will compensate a party for the disposition of its rights under this Agreement in the determination of the circumstances in which such amounts are due and payable, which amounts would otherwise be impossible to be paid to Seller hereundercalculate with precision.

Sole and Exclusive Remedy. (a) From and after the Closing, without limitation of the rights of the parties hereto pursuant to Article 1, except for (i) in If this Agreement is terminated pursuant to Section 8.1, the case Company’s receipt of the Buyer Indemnified Parties as provided in Parent Termination Fee to the Representation extent owed pursuant to Section 8.3(c) (including the Company’s right to enforce the Guaranty with respect thereto and Warranty Insurance Policyreceive the Parent Termination Fee from Guarantor), (ii) the Reimbursement Obligations and the Company’s right of a party to pursue seek specific performance pursuant to Section 12.16 and (iii) subject to Section 10.08, any claim of intentional fraud asserted against the Person who committed such fraud, in each case, the indemnification terms set forth in this Article 8 shall constitute 9.8 will be the sole and exclusive remedy remedies of the parties hereto, the Buyer Indemnified Parties Company and the Seller Indemnified Company Related Parties for any and all Losses or other claims relating to or arising from against the Parent Related Parties in respect of this Agreement or the Contribution Agreement, including any agreement executed in any Schedule or certificate delivered hereunder or thereunder, connection herewith and the transactions contemplated hereby and thereby, the termination of this Agreement, the failure to consummate the Merger or any claims or actions under applicable Law arising out of any breach, termination or failure. Upon Payment of the Parent Termination Fee, none of the Parent Related Parties will have any further liability or obligation to any of (A) the Company and its Affiliates; and (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 and its Affiliates (the Persons in clauses (A) and (B) collectively, the “Company Related Parties”) relating to or arising out of this Agreement, any agreement executed in connection herewith or the transactions contemplated hereby and thereby for any matters forming the basis of such termination (except that the Parties (or their Affiliates) will remain obligated with respect to, and the Company may be entitled to remedies with respect to, the Confidentiality Agreement and Section 8.3(e), as applicable). Notwithstanding the foregoing, this Section 8.3(f)(i) will not relieve Parent, Merger Sub or Guarantor from liability (1) for any Willful Breach of this Agreement or (2) for any breaches of the Confidentiality Agreement; provided that under no circumstances will the collective monetary damages payable by Parent, Merger Sub or any of their Affiliates for breaches (including any Willful Breach) under this Agreement (taking into account the payment of the Parent Termination Fee pursuant to this Agreement), the Guaranty or the Equity Commitment Letter exceed an amount equal to $136,857,000 plus the Enforcement Expenses and the Reimbursement Obligations in the aggregate for all such breaches (the “Parent Liability Limitation”). In no event will any of the Company Related Parties seek or obtain, nor will they permit any of their Representatives or any other Person acting on their behalf to seek or obtain, nor will any Person be entitled to seek or obtain, any monetary recovery or award in excess of the Parent Liability Limitation against (A) Parent, Merger Sub or the Guarantor; or (B) the former, current and future holders of any equity, controlling persons, directors, officers, employees, agents, attorneys, Financing Sources, Affiliates (other than Parent, Merger Sub or the Guarantor), members, managers, general or limited partners, stockholders and assignees of each of Parent, Merger Sub and the Guarantor (the Persons in clauses (A) and (B) collectively, the “Parent Related Parties”), and in no event will the Company be entitled to seek or obtain any monetary damages of any kind, including consequential, special, indirect or punitive damages, in excess of the Parent Liability Limitation against the Parent Related Parties for, or with respect to, this Agreement, the Equity Commitment Letter, the Guaranty or the transactions contemplated hereby and thereby (including, any breach by the Guarantor, Parent or Merger Sub), the termination of this Agreement, the failure to consummate the Merger or any claims or actions under applicable Law arising out of any such breach, termination or failure; provided that the foregoing shall not preclude any liability of the Financing Sources to the Company, Parent or Merger Sub under the definitive agreements relating to the Debt Financing, nor limit the Company, Parent or Merger Sub from seeking to recover any such damages or obtain equitable relief from or with respect to any claims Financing Source pursuant to the definitive agreements relating to the Debt Financing. Other than the Guarantor’s obligations under the Guaranty and the Equity Commitment Letter and other than the obligations of Parent and Merger Sub to the extent expressly provided in this Agreement, in no event will any Parent Related Party or any other Person other than the Guarantor, Parent and Merger Sub have any liability for monetary damages to the Company or any other Person relating to or arising from out of this Agreement or the Intellectual Property License AgreementMerger. (ii) If this Agreement is terminated pursuant to Section 8.1, Parent’s receipt of the Company Termination Fee to the extent owed pursuant to Section 8.3(b), the Trademark Reimbursement Obligations and Co-Use AgreementParent’s right to seek specific performance pursuant to Section 9.8 will be the sole and exclusive remedies of Parent, Merger Sub, Guarantor and the Transition Services Agreement, Parent Related Parties against the Employee Services Company Related Parties in respect of this Agreement, any Seller Release or any Restrictive Covenant Agreement, which may be brought under such agreement executed in accordance with the terms thereof), in each case 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, and the parties hereto hereby agree that no Person (and no Buyer Indemnified Party or Seller Indemnified Party) shall have any remedy or recourse with respect to any of the foregoing other than as expressly set forth in this Article 8 (and subject to the limitations and terms set forth in this Article 8). (b) The parties hereto acknowledge and agree, on their behalf and on behalf of the Buyer Indemnified Parties and Seller Indemnified Parties, that from and after the Closing no Indemnitee may avoid the limitation on liability set forth in this Article 8 by (x) seeking damages for breach of contract, tort or pursuant to any other theory of liability outside of the indemnification provisions set forth herein, all of which are hereby waived, or (y) asserting or threatening any claim against any Person that is not a party hereto for breaches of the representations, warranties, covenants and agreements contained in this Agreement. The parties hereto agree that the provisions in this Agreement relating to indemnification, and the limits imposed on the remedies of the parties hereto (and the Buyer Indemnified Parties and Seller Indemnified Parties) with respect to this Agreement and the Contribution Agreement, including in any Schedule or certificate hereunder or thereunder, connection herewith and the transactions contemplated hereby or and thereby, were specifically bargained the termination of this Agreement, the failure to consummate the Merger or any claims or actions under applicable Law arising out of any breach, termination or failure. Upon Payment of the Company Termination Fee, none of the Company Related Parties will have any further liability or obligation to any of Parent, Merger Sub, Guarantor, or the Parent Related Parties relating to or arising out of this Agreement, any agreement executed in connection herewith or the transactions contemplated hereby and thereby for between sophisticated parties any matters forming the basis of such termination. Parent’s receipt of the Company Termination Fee to the extent owed pursuant to Section 8.3(b) will be the only monetary damages of Parent and were specifically taken Merger Sub and each of their respective Affiliates may recover from Company Related Parties in respect of this Agreement, any agreement executed in connection herewith and the transactions contemplated hereby and thereby, the termination of this Agreement, the failure to consummate the Merger or any claims or actions under applicable Law arising out of any such breach, termination or failure, and upon payment of such amount, (1) none of the Company Related Parties will have any further liability or obligation to Parent or Merger Sub relating to or arising out of this Agreement, any agreement executed in connection herewith or the transactions contemplated hereby and thereby or any matters forming the basis of such termination (except that the Parties (or their Affiliates) will remain obligated with respect to, and Parent may be entitled to remedies with respect to, the Confidentiality Agreement and Section 8.3(e), as applicable); and (2) none of Parent, Merger Sub or any other Person will be entitled to bring or maintain any claim, action or proceeding against the Company or any Company Related Party arising out of this Agreement, any agreement executed in connection herewith or the transactions contemplated hereby and thereby or any matters forming the basis for such termination (except that the Parties (or their Affiliates) will remain obligated with respect to, and the Company may be entitled to remedies with respect to, the Confidentiality Agreement, Section 8.3(a) and Section 8.3(e), as applicable). Notwithstanding the foregoing, this Section 8.3(f)(ii) will not relieve the Company Group from liability (1) for any Willful Breach of this Agreement or (2) for any breaches of the Confidentiality Agreement; provided that under no circumstances will the collective monetary damages payable by the Company for breaches under this Agreement (taking into account the payment of the Company Termination Fee pursuant to this Agreement) exceed an amount equal to $63,540,750 in the determination aggregate for all such breaches, plus the Enforcement Expenses (if any) (the “Company Liability Limitation”). In no event will any of the Parent Related Parties seek or obtain, nor will they permit any of their Representatives or any other Person acting on their behalf to seek or obtain, nor will any Person be entitled to seek or obtain, any monetary recovery or award in excess of the Company Liability Limitation against any of the Company Related Parties, and in no event will Parent or Merger Sub be entitled to seek or obtain any monetary damages of any kind, including consequential, special, indirect or punitive damages, in excess of the Company Liability Limitation against the Company Related Parties for, or with respect to, this Agreement or the Merger, the termination of this Agreement, the failure to consummate the Merger or any claims or actions under applicable Law arising out of any such breach, termination or failure. (iii) Each of the parties hereto acknowledges that any amount payable by the Company or Parent pursuant to this Section 8.3, including the Company Termination Fee and the Parent Termination Fee, does not constitute a penalty, but rather shall constitute liquidated damages in a reasonable amount that will compensate a party for the disposition of its rights under this Agreement in the circumstances in which such amounts are due and payable, which amounts would otherwise be impossible to be paid to Seller hereundercalculate with precision.

Sole and Exclusive Remedy. (a) From Except in the case of actual fraud or any Action pursuant to Section 12.19 to enforce specifically the performance of any covenant or agreement (prior to its expiration) to be performed, in whole or in part, after the Closing, from and after the Closing, without limitation of the rights of the parties hereto pursuant to Article 1, except for (i) in the case of the Buyer Indemnified Parties as provided in the Representation and Warranty Insurance Policy, (ii) the right of a party to pursue specific performance pursuant to Section 12.16 and (iii) subject to Section 10.08, any claim of intentional fraud asserted against the Person who committed such fraud, in each case, the indemnification terms provisions set forth in this Article 8 shall constitute VIII will be the sole and exclusive remedy of the parties hereto, the Buyer Indemnified Parties and the Seller Indemnified Parties Securityholders with respect to any and all claims relating to the subject matter of this Agreement, and the right of the Parent to recovery against either (i) the Indemnity Escrow Amount in the Escrow Account pursuant to Section 8.02(a) or (ii) against the Securityholders pursuant to the Securityholders Side Letter in accordance with Section 8.02(a) or Section 8.02(b), shall constitute the Parent’s sole and exclusive remedy for (1) any and all Losses or other claims relating to or arising from this Agreement or in connection with the Contribution Agreementtransactions contemplated hereby, including in any exhibit, Schedule or certificate delivered hereunder or thereunderhereunder, and the transactions contemplated hereby or thereby (2) any other than with respect matter relating to any claims of the Group Companies prior to the extent Closing, the operation of their respective businesses prior to the Closing, or any other transaction or state of facts relating to any of the Group Companies prior to the Closing (including any common law or arising from the Intellectual Property License Agreementstatutory rights or remedies for environmental, the Trademark and Co-Use Agreement, the Transition Services Agreement, the Employee Services Agreement, any Seller Release health or any Restrictive Covenant Agreement, which may be brought under such agreement in accordance with the terms thereofsafety matters), in each case 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 Law or in equity, or otherwise, and the parties hereto Parties hereby agree that no Person (and no Buyer Indemnified Party or Seller Indemnified Party) the Parent shall have any no remedy or recourse with respect to any of the foregoing other than as expressly set forth in this Article 8 (and subject to the limitations and terms set forth in this Article 8)foregoing. (b) The parties hereto acknowledge Each Party acknowledges and agree, on their behalf and on behalf of the Buyer Indemnified Parties and Seller Indemnified Parties, agrees that from and after the Closing no Indemnitee it may not avoid the limitation on liability set forth in this Article 8 VIII by (x) seeking damages for breach of contract, tort or pursuant to any other theory of liability outside of the indemnification provisions set forth hereinliability, all of which are hereby waived, or (y) asserting or threatening any claim against any Person that is not a party hereto (or a successor to a party hereto) for breaches of the representations, warranties, warranties and covenants and agreements contained in this Agreement. The parties Parties hereto agree that the provisions in this Agreement relating to indemnification, and the limits imposed on the Party’s remedies of the parties hereto (and the Buyer Indemnified Parties and Seller Indemnified Parties) with respect to this Agreement and the Contribution Agreement, including in any Schedule or certificate hereunder or thereunder, and the transactions contemplated hereby or therebyhereby, were specifically bargained for between sophisticated parties and were specifically taken into account in the determination of the amounts to be paid to Seller the Securityholders hereunder. Following the Closing and subject to the foregoing, to the maximum extent permitted by Law, the Parties hereby waive all other rights and remedies with respect to any matter in any way relating to this Agreement or arising in connection herewith, whether under any Laws at common law, in equity or otherwise.

Sole and Exclusive Remedy. (a) From and after Subject to Section 8.2(b), the Closing, without limitation Parent Payee’s receipt of the rights of Company Termination Fee to the parties hereto extent owed pursuant to Article 1this Section 8.4 will constitute liquidated damages and be the only monetary damages, except for (i) in the case of the Buyer Indemnified Parties as provided in the Representation and Warranty Insurance Policy, (ii) the right of a party to pursue specific performance pursuant to Section 12.16 and (iii) subject to Section 10.08, any claim of intentional fraud asserted against the Person who committed such fraud, in each case, the indemnification terms set forth in this Article 8 shall constitute the sole and exclusive remedy remedy, that Parent and Merger Sub and each of their respective Affiliates may recover from (A) the Company Group and its Affiliates; and (B) the former, current and future direct or indirect holders of any equity, controlling persons, directors, officers, employees, incorporators, agents, attorneys, advisors, representatives, Affiliates, members, managers, general or limited partners, stockholders and assignees of each of the parties heretoCompany Group and its Affiliates (the Persons in clauses (A) and (B) collectively, the Buyer Indemnified Parties and the Seller Indemnified Parties for any and all Losses or other claims relating to or arising from “Company Related Parties”) in respect of this Agreement or the Contribution Agreement, including any agreement executed in any Schedule or certificate delivered hereunder or thereunder, connection herewith and the transactions contemplated hereby and thereby, the termination of this Agreement, the failure to consummate the Merger or thereby (other than with respect to any claims or actions under applicable law arising out of any such breach, termination or failure, and upon payment of such amount, (1) none of the Company Related Parties will have any further liability or obligation to the extent Parent or Merger Sub relating to or arising from the Intellectual Property License Agreement, the Trademark and Co-Use Agreement, the Transition Services Agreement, the Employee Services out of this Agreement, any Seller Release agreement executed in connection herewith or any Restrictive Covenant Agreement, which may be brought under such agreement in accordance with the terms thereof), in each case 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, and the parties hereto hereby agree that no Person (and no Buyer Indemnified Party or Seller Indemnified Party) shall have any remedy or recourse with respect to any of the foregoing other than as expressly set forth in this Article 8 (and subject to the limitations and terms set forth in this Article 8). (b) The parties hereto acknowledge and agree, on their behalf and on behalf of the Buyer Indemnified Parties and Seller Indemnified Parties, that from and after the Closing no Indemnitee may avoid the limitation on liability set forth in this Article 8 by (x) seeking damages for breach of contract, tort or pursuant to any other theory of liability outside of the indemnification provisions set forth herein, all of which are hereby waived, or (y) asserting or threatening any claim against any Person that is not a party hereto for breaches of the representations, warranties, covenants and agreements contained in this Agreement. The parties hereto agree that the provisions in this Agreement relating to indemnification, and the limits imposed on the remedies of the parties hereto (and the Buyer Indemnified Parties and Seller Indemnified Parties) with respect to this Agreement and the Contribution Agreement, including in any Schedule or certificate hereunder or thereunder, and the transactions contemplated hereby and thereby or therebyany matters forming the basis of such termination (except that the Parties (or their Affiliates) will remain obligated with respect to, were specifically bargained and the Company Group may be entitled to remedies with respect to, the Confidentiality Agreement, Section 8.3 and Section 8.4(c), as applicable); and (2) none of Parent, Merger Sub or any other Person will be entitled to bring or maintain any claim, action or proceeding against the Company or any Company Related Party arising out of this Agreement, any agreement executed in connection herewith or the transactions contemplated hereby and thereby or any matters forming the basis for between sophisticated parties such termination (except that the Parties (or their Affiliates) will remain obligated with respect to, and were specifically taken into account in the determination Company Group may be entitled to remedies with respect to, the Confidentiality Agreement, Section 8.3 and Section 8.4(c), as applicable). The Company Related Parties are intended third party beneficiaries of the amounts to be paid to Seller hereunderthis Section 8.4(d).

Sole and Exclusive Remedy. (a) From Each of the Pioneer Parties and the Representative on behalf of the Company Members and the UAR Holders acknowledges and agrees that, after the Closing, without limitation notwithstanding any other provision of this Agreement to the rights of the parties hereto pursuant to Article 1contrary, except for (i) in the case of the Buyer Indemnified Parties as provided in the Representation and Warranty Insurance Policy, (ii) the right of a party to pursue specific performance pursuant to Section 12.16 and (iii) subject to Section 10.0812.16, and except to the extent arising out of or relating to fraud by the Company, any claim of intentional fraud asserted against Company Member or UAR Holder or any Pioneer Party prior to the Person who committed such fraudClosing in connection with this Agreement or the transactions contemplated hereby, in each case, the indemnification terms set forth in this Article 8 shall constitute the sole and exclusive remedy of the parties hereto, the Buyer Pioneer Indemnified Parties Persons and the Seller Company Member Indemnified Parties Persons with respect to claims for any and all Losses or other claims relating to otherwise in connection with, arising out of or arising resulting from the subject matter of this Agreement or and the Contribution Agreement, including in any Schedule or certificate delivered hereunder or thereunder, other Transaction Documents and the transactions contemplated hereby or and thereby (other than with respect shall be in accordance with, and limited solely to any claims indemnification under, the provisions of this Article XI. After the Closing, and except to the extent arising out of or relating to fraud by the Company or arising from any Company Member or UAR Holder prior to the Intellectual Property License Closing in connection with this Agreement, the Trademark and Co-Use Agreement, the Transition Services Agreement, the Employee Services Agreement, any Seller Release other Transaction Documents or any Restrictive Covenant Agreement, which may be brought under such agreement in accordance with the terms thereof), in each case 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, and the parties hereto hereby agree that no Person (and no Buyer Indemnified Party or Seller Indemnified Party) shall have any remedy or recourse with respect to any of the foregoing other than as expressly set forth in this Article 8 (and subject to the limitations and terms set forth in this Article 8). (b) The parties hereto acknowledge and agree, on their behalf and on behalf of the Buyer Indemnified Parties and Seller Indemnified Parties, that from and after the Closing no Indemnitee may avoid the limitation on liability set forth in this Article 8 by (x) seeking damages for breach of contract, tort or pursuant to any other theory of liability outside of the indemnification provisions set forth herein, all of which are hereby waived, or (y) asserting or threatening any claim against any Person that is not a party hereto for breaches of the representations, warranties, covenants and agreements contained in this Agreement. The parties hereto agree that the provisions in this Agreement relating to indemnification, and the limits imposed on the remedies of the parties hereto (and the Buyer Indemnified Parties and Seller Indemnified Parties) with respect to this Agreement and the Contribution Agreement, including in any Schedule or certificate hereunder or thereunder, and the transactions contemplated hereby or thereby, were specifically bargained for between sophisticated parties and were specifically taken into account in the determination each of the amounts Pioneer Parties and the Representative on behalf of the Company Members and the UAR Holders hereby releases, acquits and discharges forever any and all claims and remedies that the Pioneer Indemnified Persons or the Company Member Indemnified Persons may have against the other Parties under Applicable Laws and agrees to be paid rely solely and exclusively on this Article XI to Seller hereunderremedy any Losses incurred pursuant to this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby.

Sole and Exclusive Remedy. (a) From and after the Closing, without limitation of the rights of the parties hereto pursuant to Article 1, except for (i) Subject to the provisions of Section 7.3(g) and Section 8.5, if this Agreement is validly terminated pursuant to Section 7.1, the Company’s receipt of the Parent Termination Fee to the extent owed pursuant to Section 7.3(c) (including the Company’s right to enforce the Limited Guarantee with respect thereto and receive the Parent Termination Fee from the Guarantors and, if applicable, the Company’s right to Enforcement Expenses under Section 7.3(e) (subject to the Enforcement Expense Cap)) and the Reimbursement Obligations will be the sole and exclusive remedies of the Company and the Company Related Parties against the Parent Related Parties and the Financing Sources and their Representatives arising out of or in connection with this Agreement, any agreement executed in connection herewith or therewith and the transactions contemplated hereby and thereby, the termination of this Agreement, the failure to consummate the Transactions or any claims or actions under applicable Legal Requirements arising out of or in connection with any breach, termination or failure of this Agreement or any agreement or document executed in connection herewith or the transactions contemplated hereby and thereby. Upon payment of the Parent Termination Fee pursuant to Section 7.3(c) and any Reimbursement Obligations or Enforcement Expenses payable pursuant to the terms of this Agreement (subject to the Enforcement Expense Cap), none of the Parent Related Parties will have any further liability or obligation to any of (A) the Company and its 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, successors and assignees of each of the Company and its Affiliates (the Persons in clauses (A) and (B) collectively, the “Company Related Parties”) relating to or arising out of this Agreement or any agreement or document executed in connection herewith or therewith or the transactions contemplated hereby and thereby for any matters forming the basis of such termination (except that the Parties (or their respective Affiliates) will remain obligated with respect to, and the Company may be entitled to remedies with respect to, the Confidentiality Agreement in accordance with the terms thereof) and no Company Related Party will be entitled to seek or obtain any monetary recovery or award (whether at law or equity, or in contract or tort or otherwise) from any Parent Related Party relating to or arising out of this Agreement, the Financing Letters, the Limited Guarantee, any other agreement or document executed in connection herewith or therewith and the transactions contemplated hereby and thereby, the termination of this Agreement, the failure to consummate the Transactions or any claims or actions under applicable Legal Requirements arising out of or in connection with any breach, termination or failure of any of the foregoing or any matter forming the basis thereof. Notwithstanding the foregoing, this Section 7.3(f)(i) will not relieve Parent or Merger Sub for any breaches of the Confidentiality Agreement. Notwithstanding anything to the contrary in this Agreement, in the event this Agreement is terminated, under no circumstances will (x) the aggregate amount payable by Parent, Merger Sub, the Guarantors or any of their respective Affiliates for all such breaches (including for any Willful Breach or actual and intentional fraud) under this Agreement (taking into account the payment of the Parent Termination Fee pursuant to this Agreement), the Limited Guarantee or the Equity Commitment Letter exceed an aggregate amount equal to the Parent Termination Fee plus the Enforcement Expenses (subject to the Enforcement Expense Cap) and the Reimbursement Obligations (the “Parent Liability Limitation”) and (y) the Company or any Company Related Party be entitled to receive both damages under this Agreement and the Parent Termination Fee. In no event will any of the Company Related Parties seek or obtain, nor will they permit any of their Representatives or any other Person acting on their behalf to seek or obtain, nor will any Person be entitled to seek or obtain, any monetary recovery or award in excess of the Parent Liability Limitation (including in the case of Willful Breach or actual and intentional fraud) against (x) Parent, Merger Sub or the Buyer Indemnified Guarantors; or (y) the former, current and future holders of any equity, controlling Persons, directors, officers, employees, agents, attorneys, Financing Sources, Affiliates (other than Parent, Merger Sub or the Guarantors), members, managers, general or limited partners, stockholders, successors and assignees of each of Parent, Merger Sub and the Guarantor (the Persons in clauses (x) and (y) collectively, the “Parent Related Parties”), and in no event will the Company be entitled to seek or obtain any monetary damages of any kind, including consequential, special, indirect or punitive damages, in excess of the Parent Liability Limitation (including in the case of Willful Breach or actual and intentional fraud) against the Parent Related Parties as for, or with respect to, this Agreement, the Equity Commitment Letter, the Debt Commitment Letter, the Limited Guarantee or the transactions contemplated hereby and thereby (including, any breach by the Guarantors, Parent or Merger Sub), the termination of this Agreement, the failure to consummate the Merger or any claims or actions under applicable Legal Requirements arising out of any such breach, termination or failure; provided that the foregoing shall not preclude any liability of the Financing Sources to Parent or Merger Sub under the definitive agreements relating to the Debt Financing, nor limit Parent or Merger Sub from seeking to recover any such damages or obtain equitable relief from or with respect to any Financing Source pursuant to the definitive agreements relating to the Debt Financing. Other than the Guarantor’s obligations under the Limited Guarantee and the Equity Commitment Letter and other than the obligations of Parent and Merger Sub to the extent expressly provided in this Agreement, in no event will any Parent Related Party or any other Person other than the Representation Guarantors, Parent and Warranty Insurance PolicyMerger Sub have any liability for monetary damages to the Company or any other Person relating to or arising out of this Agreement, the Merger, the Debt Financing or the transactions contemplated hereby and thereby. (ii) Subject to the right provisions of a party to pursue specific performance Section 7.3(g) and Section 8.5, if this Agreement is validly terminated pursuant to Section 12.16 and (iii) subject 7.1, Parent’s receipt of the Company Termination Fee to the extent owed pursuant to Section 10.087.3(b) (including, any claim of intentional fraud asserted against the Person who committed such fraudif applicable, in each case, the indemnification terms set forth in this Article 8 shall constitute Parent’s right to Enforcement Expenses under Section 7.3(e)) will be the sole and exclusive remedy of the parties heretoParent, the Buyer Indemnified Parties Merger Sub, Guarantors and the Seller Indemnified Parent Related Parties for any and all Losses against the Company Related Parties arising out of or other claims relating to or arising from in connection with this Agreement or the Contribution Agreement, including any agreement executed in any Schedule or certificate delivered hereunder or thereunder, connection herewith and the transactions contemplated hereby and thereby, the termination of this Agreement, the failure to consummate the Transactions or thereby (other than with respect to any claims or actions under applicable Legal Requirements arising out of or in connection with any breach, termination or failure of this Agreement or any agreement executed in connection herewith or the transactions contemplated hereby and thereby. Parent’s receipt of the Company Termination Fee to the extent relating owed pursuant to or arising Section 7.3(b) and any Enforcement Expenses payable pursuant to Section 7.3(c) will be the only monetary damages Parent and Merger Sub and each of their respective Affiliates may recover from the Intellectual Property License Agreement, the Trademark and Co-Use Agreement, the Transition Services Agreement, the Employee Services Company Related Parties in respect of this Agreement, any Seller Release or any Restrictive Covenant Agreement, which may be brought under such agreement executed in accordance with the terms thereof), in each case 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, and the parties hereto hereby agree that no Person (and no Buyer Indemnified Party or Seller Indemnified Party) shall have any remedy or recourse with respect to any of the foregoing other than as expressly set forth in this Article 8 (and subject to the limitations and terms set forth in this Article 8). (b) The parties hereto acknowledge and agree, on their behalf and on behalf of the Buyer Indemnified Parties and Seller Indemnified Parties, that from and after the Closing no Indemnitee may avoid the limitation on liability set forth in this Article 8 by (x) seeking damages for breach of contract, tort or pursuant to any other theory of liability outside of the indemnification provisions set forth herein, all of which are hereby waived, or (y) asserting or threatening any claim against any Person that is not a party hereto for breaches of the representations, warranties, covenants and agreements contained in this Agreement. The parties hereto agree that the provisions in this Agreement relating to indemnification, and the limits imposed on the remedies of the parties hereto (and the Buyer Indemnified Parties and Seller Indemnified Parties) with respect to this Agreement and the Contribution Agreement, including in any Schedule or certificate hereunder or thereunder, connection herewith and the transactions contemplated hereby or and thereby, were specifically bargained the termination of this Agreement, the failure to consummate the Merger or any claims or actions under applicable Legal Requirements arising out of or in connection with any such breach, termination or failure, and upon payment of such amounts, (A) none of the Company Related Parties will have any further liability or obligation to Parent or Merger Sub relating to or arising out of this Agreement or any agreement executed in connection herewith or the transactions contemplated hereby and thereby or any matters forming the basis of such termination (except that the Parties (or their respective Affiliates) will remain obligated with respect to, and Parent may be entitled to remedies with respect to, the Confidentiality Agreement or for between sophisticated parties any Willful Breach of or actual and were specifically taken intentional fraud under this Agreement); and (B) none of Parent, Merger Sub or any other Person will be entitled to bring or maintain any Legal Proceeding against the Company or any Company Related Party arising out of this Agreement or any agreement executed in connection herewith or the transactions contemplated hereby and thereby or any matters forming the basis for such termination (except that the Parties (or their respective Affiliates) will remain obligated with respect to, and Parent may be entitled to remedies with respect to, the Confidentiality Agreement). Notwithstanding the foregoing, this Section 7.3(f)(ii) will not relieve the Acquired Companies from any liability (I) if this Agreement is validly terminated by either Party in circumstances where the Company Termination Fee is not owed pursuant to Section 7.3(b) for any Willful Breach of or actual and intentional fraud under this Agreement prior to such termination or (II) for any breaches of the Confidentiality Agreement; provided, that, following the valid termination of this Agreement, under no circumstances will the aggregate monetary damages payable by the Company Related Parties for all such breaches (including in the case of Willful Breach or actual and intentional fraud) or otherwise under this Agreement (taking into account the payment of the Company Termination Fee pursuant to this Agreement) exceed an amount equal to $100,000,000 plus any Enforcement Expenses payable by the Company pursuant to Section 7.3(e) (the “Company Liability Limitation”). Following the valid termination of this Agreement, in no event will any of the Parent Related Parties seek or obtain, nor will they permit any of their Representatives or any other Person acting on their behalf to seek or obtain, nor will any Person be entitled to seek or obtain, any monetary recovery or award in excess of the Company Liability Limitation (including in the determination case of Willful Breach or actual and intentional fraud) against any of the Company Related Parties, and in no event will Parent or Merger Sub be entitled to seek or obtain any monetary damages of any kind, including consequential, special, indirect or punitive damages, in excess of the Company Liability Limitation (including in the case of Willful Breach or actual and intentional fraud) against the Company Related Parties for, or with respect to, this Agreement or the Merger, the termination of this Agreement, the failure to consummate the Merger or any claims or actions under applicable Legal Requirements arising out of any such breach, termination or failure. (iii) Each of the Parties acknowledges that any amount payable by the Company or Parent pursuant to this Section 7.3, including the Company Termination Fee and the Parent Termination Fee, does not constitute a penalty, but rather shall constitute liquidated damages in a reasonable amount that will compensate a party for the disposition of its rights under this Agreement in the circumstances in which such amounts are due and payable, which amounts would otherwise be impossible to be paid to Seller hereundercalculate with precision.

Sole and Exclusive Remedy. The parties acknowledge and agree that an Indemnitee’s sole and exclusive remedy with respect to any and all claims and Damages (aother than claims and Damages arising from fraud) From relating to either Merger or other transactions contemplated by this Agreement, shall be pursuant to the indemnification provisions and after the Closingset off rights against Parent Stock (including, without limitation for the avoidance of doubt, Parent Common Stock, Parent Preferred Stock, and all proceeds from any sale of such Parent Stock) issued to Company Stockholder. The parties hereby expressly acknowledge and agree that any amount of Damages that any Indemnitee may be entitled to recover under this Article X (other than claims and Damages arising from fraud) shall be satisfied solely by the cancellation of that number of shares of Parent Stock equal to the amount of such Damages. For purposes of this Article X, each share of Parent Common Stock shall be deemed to be worth the five (5) trading day VWAP of each share of Parent Common Stock, as determined immediately prior to such cancellation. In furtherance of the rights of the parties hereto pursuant to Article 1foregoing, except for Parent hereby waives (i) other than in the case of claims and Damages arising from fraud), to the Buyer Indemnified Parties as provided in fullest extent permitted under Law, any and all rights, claims and causes of action for any matter relating to the Representation Mergers or other transactions contemplated by this Agreement it may have against the other parties hereto and Warranty Insurance Policytheir Affiliates and each of their respective representatives arising under or based upon any Law, (ii) the right of a party to pursue specific performance except pursuant to Section 12.16 and (iii) subject to Section 10.08, any claim of intentional fraud asserted against the Person who committed such fraud, in each case, the indemnification terms provisions and set off rights set forth in this Article 8 shall constitute the sole and exclusive remedy of the parties hereto, the Buyer Indemnified Parties and the Seller Indemnified Parties for any and all Losses or other claims relating to or arising from X. Nothing in this Agreement or the Contribution Agreement, including in any Schedule or certificate delivered hereunder or thereunder, and the transactions contemplated hereby or thereby (other than with respect to any claims to the extent relating to or arising from the Intellectual Property License Agreement, the Trademark and Co-Use Agreement, the Transition Services Agreement, the Employee Services Agreement, any Seller Release or any Restrictive Covenant Agreement, which may be brought under such agreement in accordance with the terms thereof), in each case 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, and the parties hereto hereby agree that no Person (and no Buyer Indemnified Party or Seller Indemnified PartySection 10.3(h) shall have limit any remedy or recourse with respect an Indemnitee’s right to seek and obtain any of the foregoing other than as expressly set forth in this Article 8 (and subject a) equitable relief pursuant to the limitations and terms set forth in this Article 8). Section 11.5, (b) The parties hereto acknowledge and agree, on their behalf and on behalf of remedies under the Buyer Indemnified Parties and Seller Indemnified Parties, that from and after the Closing no Indemnitee may avoid the limitation on liability set forth in this Article 8 by (x) seeking damages for breach of contract, tort or pursuant to any other theory of liability outside of the indemnification provisions set forth herein, all of which are hereby waived, Ancillary Agreements or (yc) asserting or threatening remedy on account of any claim against any Person that is not a party hereto for breaches of the representations, warranties, covenants and agreements contained in this Agreement. The parties hereto agree that the provisions in this Agreement relating to indemnification, and the limits imposed on the remedies of the parties hereto (and the Buyer Indemnified Parties and Seller Indemnified Parties) with respect to this Agreement and the Contribution Agreement, including party’s fraud in any Schedule or certificate hereunder or thereunder, and the transactions contemplated hereby or thereby, were specifically bargained for between sophisticated parties and were specifically taken into account in the determination of the amounts to be paid to Seller hereundermanner whatsoever.

Sole and Exclusive Remedy. (a) From and after the Closing, without limitation of the rights of the parties hereto pursuant to Article 1, except for (i) Under no circumstances will the collective monetary damages payable by the Buyer Parties or any of their Affiliates for breaches under this Agreement, the Guaranty or the Equity Commitment Letter exceed an amount equal to $209,200,000 plus the Reimbursement Obligations in the case aggregate for all such breaches (the “Parent Liability Limitation”). In no event will any of the Company Related Parties seek or obtain, nor will they permit any of their Representatives or any other Person acting on their behalf to seek or obtain, nor will any Person be entitled to seek or obtain, any monetary recovery or monetary award in excess of the Parent Liability Limitation against (A) the Buyer Parties or the Guarantor; or (B) the former, current and future holders of any equity, controlling persons, directors, officers, employees, agents, attorneys, Financing Sources, Affiliates (other than the Buyer Parties or the Guarantor), members, managers, general or limited partners, stockholders and assignees of each of the Buyer Indemnified Parties as provided in the Representation and Warranty Insurance Policy, (ii) the right of a party to pursue specific performance pursuant to Section 12.16 and (iii) subject to Section 10.08, any claim of intentional fraud asserted against the Person who committed such fraud, in each case, the indemnification terms set forth in this Article 8 shall constitute the sole and exclusive remedy of the parties hereto, the Buyer Indemnified Parties and the Seller Indemnified Guarantor (the Persons in clauses (A) and (B) collectively, the “Parent Related Parties”), and in no event will the Company Group be entitled to seek or obtain any monetary damages of any kind, including consequential, special, indirect or punitive damages, in excess of the Parent Liability Limitation against the Parent Related Parties for, or with respect to, this Agreement, the Equity Commitment Letter, the Guaranty or the transactions contemplated hereby and thereby (including any breach by the Guarantor or the Buyer Parties), the termination of this Agreement, the failure to consummate the Mergers or any claims or actions under applicable law arising out of any such breach, termination or failure; provided that the foregoing shall not preclude any liability of the Financing Sources to the Company Parties or the Buyer Parties under the definitive agreements relating to the Debt Financing, nor limit the Company Parties or the Buyer Parties from seeking to recover any such damages or obtain equitable relief from or with respect to any Financing Source pursuant to the definitive agreements relating to the Debt Financing. Other than the Guarantor’s obligations under the Guaranty and the Equity Commitment Letter and other than the Buyer Parties’ obligations under this Agreement, in no event will any Parent Related Party or any other Person other than the Guarantor and the Buyer Parties have any liability for monetary damages to the Company Parties or any and all Losses or other claims Person relating to or arising from out of this Agreement or the Contribution Mergers. (ii) The Parent Entities’ receipt of the Company Termination Fee to the extent owed pursuant to Section 8.3(b) will be the only monetary damages that the Buyer Parties and each of their respective Affiliates may recover from (A) the Company Group and its Affiliates; and (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 Group and its Affiliates (the Persons in clauses (A) and (B) collectively, the “Company Related Parties”) in respect of this Agreement, including any agreement executed in any Schedule or certificate delivered hereunder or thereunder, connection herewith and the transactions contemplated hereby and thereby, the termination of this Agreement, the failure to consummate the Mergers or thereby (other than with respect to any claims or actions under applicable law arising out of any such breach, termination or failure, and upon payment of such amount, (1) none of the Company Related Parties will have any further liability or obligation to the extent Buyer Parties relating to or arising from the Intellectual Property License Agreement, the Trademark and Co-Use Agreement, the Transition Services Agreement, the Employee Services out of this Agreement, any Seller Release agreement executed in connection herewith or any Restrictive Covenant Agreement, which may be brought under such agreement in accordance with the terms thereof), in each case 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, and the parties hereto hereby agree that no Person (and no Buyer Indemnified Party or Seller Indemnified Party) shall have any remedy or recourse with respect to any of the foregoing other than as expressly set forth in this Article 8 (and subject to the limitations and terms set forth in this Article 8). (b) The parties hereto acknowledge and agree, on their behalf and on behalf of the Buyer Indemnified Parties and Seller Indemnified Parties, that from and after the Closing no Indemnitee may avoid the limitation on liability set forth in this Article 8 by (x) seeking damages for breach of contract, tort or pursuant to any other theory of liability outside of the indemnification provisions set forth herein, all of which are hereby waived, or (y) asserting or threatening any claim against any Person that is not a party hereto for breaches of the representations, warranties, covenants and agreements contained in this Agreement. The parties hereto agree that the provisions in this Agreement relating to indemnification, and the limits imposed on the remedies of the parties hereto (and the Buyer Indemnified Parties and Seller Indemnified Parties) with respect to this Agreement and the Contribution Agreement, including in any Schedule or certificate hereunder or thereunder, and the transactions contemplated hereby and thereby or therebyany matters forming the basis of such termination (except that the Parties (or their Affiliates) will remain obligated with respect to the Confidentiality Agreement, were specifically bargained the Voting Agreements Section 8.3(a) and Section 8.3(d), as applicable); and (2) none of the Buyer Parties or any other Person will be entitled to bring or maintain any claim, action or proceeding against the Company Parties or any Company Related Party arising out of this Agreement, any agreement executed in connection herewith or the transactions contemplated hereby and thereby or any matters forming the basis for between sophisticated parties such termination (except that the Parties (or their Affiliates) will remain obligated with respect to the Confidentiality Agreement, the Voting Agreements Section 8.3(a) and were specifically taken Section 8.3(d), as applicable). Under no circumstances will the collective monetary damages payable by the Company Parties for breaches under this Agreement (taking into account the payment of the Company Termination Fee pursuant to this Agreement) exceed $104,600,000 in the determination aggregate for all such breaches (plus any obligations pursuant to Section 8.3(d)) (the “Company Liability Limitation”). In no event will any of the amounts Parent Related Parties seek or obtain, nor will they permit any of their Representatives or any other Person acting on their behalf to seek or obtain, nor will any Person be paid entitled to Seller hereunderseek or obtain, any monetary recovery or award in excess of the Company Liability Limitation against any of the Company Related Parties, and in no event will the Buyer Parties be entitled to seek or obtain any monetary damages of any kind, including consequential, special, indirect or punitive damages, in excess of the Company Liability Limitation against the Company Related Parties for, or with respect to, this Agreement or the Mergers, the termination of this Agreement, the failure to consummate the Mergers or any claims or actions under applicable law arising out of any such breach, termination or failure.

Sole and Exclusive Remedy. (a) From and after the Closing, without limitation of the rights of the parties hereto pursuant to Article 1, except for (i) in the case of the Buyer Indemnified Parties as provided in the Representation and Warranty Insurance Policy, (ii) the right of a party the Parent Indemnified Parties and the Holder Indemnified Parties to pursue specific performance recovery pursuant to Section 12.16 and (iii) subject to Section 10.08, any claim of intentional fraud asserted against the Person who committed such fraud, in each case, the indemnification terms set forth in this Article 8 VIII shall constitute the Parent Indemnified Parties’ and Holder Indemnified Parties’ sole and exclusive remedy of the parties hereto, the Buyer Indemnified Parties and the Seller Indemnified Parties for any Losses (including any Losses from claims for breach of contract, warranty, tortious conduct (including negligence) or otherwise and all Losses whether predicated on common law, statute, strict liability, or other claims relating to otherwise) that any Party may at any time suffer or arising from incur, or become subject to, as a result of or in connection with this Agreement or the Contribution transactions contemplated hereby, including any breach of any representation or warranty in this Agreement by any Party, or any failure by any Party to perform or comply with any covenant or agreement that, by its terms, was to have been performed, or complied with, under this Agreement, including in any Schedule or certificate delivered hereunder or thereunder, and the transactions contemplated hereby or thereby (other than except with respect to any claims to the extent relating to or arising from the Intellectual Property License Agreementfraud, the Trademark and Co-Use Agreementwhich, the Transition Services Agreement, the Employee Services Agreement, any Seller Release or any Restrictive Covenant Agreement, which may be brought under such agreement in accordance with except for the terms thereof)of Section 8.9 hereof, is outside the scope of this Agreement and is intended as a statutory or common law remedy not as a contractual remedy. Nothing herein shall be construed to limit the stockholder rights and remedies (of a nature generally applicable to stockholders of Parent) of any Holder in each case regardless its capacity as a holder 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, and the parties hereto hereby agree that no Person (and no Buyer Indemnified Party or Seller Indemnified Party) shall have any remedy or recourse with respect to any of the foregoing other than as expressly set forth in this Article 8 (and subject to the limitations and terms set forth in this Article 8)Parent Common Stock. (b) The parties hereto acknowledge and agree, on their behalf and on behalf Each of the Buyer Parent Indemnified Parties and Seller the Holder Indemnified PartiesParties acknowledges and agrees that, that from and after the Closing no Indemnitee Closing, it may not avoid the limitation on liability set forth in this Article 8 VIII by (x) seeking damages for breach of contract, tort or pursuant to any other theory of liability outside of the indemnification provisions set forth hereinliability, all of which are hereby waived, or (y) asserting or threatening any claim against any Person that is not a party hereto (or a successor to a party hereto) for breaches of the representations, warranties, warranties and covenants and agreements contained in this Agreement. The parties hereto agree that the provisions in this Agreement relating to indemnification, and the limits imposed on the Parent’s remedies of the parties hereto (and the Buyer Indemnified Parties and Seller Indemnified Parties) with respect to this Agreement and the Contribution Agreement, including in any Schedule or certificate hereunder or thereunder, and the transactions contemplated hereby or therebyhereby, were specifically bargained for between sophisticated parties and were specifically taken into account in the determination of the amounts to be paid to Seller the Holders hereunder. Following the Closing and subject to the foregoing, to the maximum extent permitted by Law, the Parties hereby waive all other rights and remedies with respect to any matter in any way relating to this Agreement or arising in connection herewith, whether under any Laws at common law, in equity or otherwise.

Sole and Exclusive Remedy. (ai) From Under no circumstances will the collective monetary damages payable by Xxxxxx, Merger Sub or any of their Affiliates for breaches under this Agreement exceed an amount equal to $10,480,000 plus the Reimbursement Obligations in the aggregate for all such breaches (the “Parent Liability Limitation”). In no event will any of the Company Related Parties seek or obtain, nor will they permit any of their Representatives or any other Person acting on their behalf to seek or obtain, nor will any Person be entitled to seek or obtain, any monetary recovery or award in excess of the Parent Liability Limitation against (A) Parent or Merger Sub; or (B) the former, current and future holders of any equity, controlling persons, directors, officers, employees, agents, attorneys, Financing Sources, Affiliates (other than Parent or Merger Sub), members, managers, general or limited partners, stockholders and assignees of each of Parent and Merger Sub (the Persons in clauses (A) and (B) collectively, the “Parent Related Parties”), and in no event will the Company Group be entitled to seek or obtain any monetary damages of any kind, including consequential, special, indirect or punitive damages, in excess of the Parent Liability Limitation against the Parent Related Parties for, or with respect to, this Agreement or the transactions contemplated hereby (including, any breach by Parent or Merger Sub), the termination of this Agreement, the failure to consummate the Merger Transactions or any claims or actions under applicable Law arising out of any such breach, termination or failure (except that the Parties (or their Affiliates) will remain obligated with respect to, and the Company Group may be entitled to remedies with respect to, the Confidentiality Agreement, the Clean Team Agreement, the Reimbursement Obligations and Section 8.3(a), as applicable); provided that the foregoing shall not preclude any liability of the Financing Sources to Parent, Merger Sub and its Affiliates under agreements among the Financing Sources and such Persons, and after the Closing, without limitation occurrence of the rights Effective Time, under any definitive agreements with the Company Group relating to any Debt Financing. In no event will any Parent Related Party or any Financing Source other than Parent and Merger Sub have any liability for monetary damages to the Company or any other Person relating to or arising out of this Agreement or the Merger. (ii) Parent’s receipt of the parties hereto Company Termination Fee, to the extent owed pursuant to Article 1, except for Section 8.3(b) (and any payments owed pursuant to Section 8.3(d)) will be the only monetary damages of Parent and Merger Sub and each of their respective Affiliates may recover from (i) in the case of the Buyer Indemnified Parties as provided in the Representation Company Group and Warranty Insurance Policyits Affiliates, and (ii) the right former, current and future holders of a party to pursue specific performance pursuant to Section 12.16 any equity, controlling persons, directors, officers, employees, agents, attorneys, other Representatives, Affiliates, members, managers, general or limited partners, stockholders and assignees of each of the Company Group and its Affiliates (the Persons described in clauses (i) and (iiiii), collectively, the “Company Related Parties”) subject to Section 10.08in respect of this Agreement, any claim of intentional fraud asserted against the Person who committed such fraud, agreement executed in each case, the indemnification terms set forth in this Article 8 shall constitute the sole and exclusive remedy of the parties hereto, the Buyer Indemnified Parties and the Seller Indemnified Parties for any and all Losses or other claims relating to or arising from this Agreement or the Contribution Agreement, including in any Schedule or certificate delivered hereunder or thereunder, connection herewith and the transactions contemplated hereby and thereby, the termination of this Agreement, the failure to consummate the Merger Transactions or thereby (other than with respect to any claims or actions under applicable Law arising out of any such breach, termination or failure, and, upon payment of such amount, (x) none of the Company Related Parties will have any further liability or obligation to the extent Parent or Merger Sub relating to or arising from out of this Agreement, any agreement executed in connection herewith or the Intellectual Property License transactions contemplated hereby and thereby or any matters forming the basis of such termination (except that the Parties (or their Affiliates) will remain obligated with respect to, and Parent and Merger Sub may be entitled to remedies with respect to, the Confidentiality Agreement, the Trademark Clean Team Agreement, Section 8.3(a) and Co-Use Section 8.3(d), as applicable); and (y) none of Parent, Merger Sub or any other Person will be entitled to bring or maintain any claim, action or proceeding against the Company or any Company Related Party arising out of this Agreement, any agreement executed in connection herewith or the transactions contemplated hereby and thereby or any matters forming the basis for such termination (except that the Parties (or their Affiliates) will remain obligated with respect to, and Parent and Merger Sub may be entitled to remedies with respect to, the Confidentiality Agreement, the Transition Services Clean Team Agreement, Section 8.3(a) and Section 8.3(d), as applicable). Notwithstanding anything in this Agreement to the contrary, under no circumstances will the collective monetary damages payable by the Company or any of its Affiliates for breaches under this Agreement (together with any payment of the Company Termination Fee pursuant to this Agreement) exceed $5,240,000 in the aggregate for all such breaches (plus any payments owed pursuant to Section 8.3(d)) (the “Company Liability Limitation”). In no event will any of the Parent Related Parties seek or obtain, nor will they permit any of their Representatives or any other Person acting on their behalf to seek or obtain, nor will any Person be entitled to seek or obtain, any monetary recovery or award in excess of the Company Liability Limitation against any of the Company Related Parties, and in no event will Parent or Merger Sub be entitled to seek or obtain any monetary damages of any kind, including consequential, special, indirect or punitive damages, or any other payments in excess of the Company Liability Limitation against the Company Related Parties for, or with respect to, this Agreement or the Merger Transactions (including, any breach by Company), the termination of this Agreement, the Employee Services Agreement, any Seller Release failure to consummate the Merger Transactions or any Restrictive Covenant Agreementclaims or actions under applicable Law arising out of any such breach, which may termination or failure. For the avoidance of doubt, if the Company pays to Parent the Company Termination Fee, the Company will not under any circumstances be brought under such agreement in accordance with the terms thereof), in each case regardless required to pay Parent any amount 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, and the parties hereto hereby agree that no Person (and no Buyer Indemnified Party or Seller Indemnified Party) shall have any remedy or recourse with respect to any of the foregoing other than as expressly set forth in this Article 8 (and subject to the limitations and terms set forth in this Article 8). (b) The parties hereto acknowledge and agree, on their behalf and on behalf of the Buyer Indemnified Parties and Seller Indemnified Parties, that from and after the Closing no Indemnitee may avoid the limitation on liability set forth in this Article 8 by (x) seeking damages for breach of contract, tort this Agreement or otherwise (other than any payments owed pursuant to any other theory of liability outside of the indemnification provisions set forth herein, all of which are hereby waived, or (y) asserting or threatening any claim against any Person that is not a party hereto for breaches of the representations, warranties, covenants and agreements contained in this Agreement. The parties hereto agree that the provisions in this Agreement relating to indemnification, and the limits imposed on the remedies of the parties hereto (and the Buyer Indemnified Parties and Seller Indemnified Parties) with respect to this Agreement and the Contribution Agreement, including in any Schedule or certificate hereunder or thereunder, and the transactions contemplated hereby or thereby, were specifically bargained for between sophisticated parties and were specifically taken into account in the determination of the amounts to be paid to Seller hereunderSection 8.3(d)).

Sole and Exclusive Remedy. (a) From and after the Closing, without limitation the sole and exclusive Liability and responsibility of the rights Parties and their respective Affiliates under or in connection with this Agreement and the transactions contemplated by this Agreement (including for any breach of or inaccuracy in any representation or warranty, for any breach of or failure to perform any covenant or agreement, or for any other reason and regardless of the parties hereto pursuant to Article 1, except for (i) in the case of the Buyer Indemnified Parties as provided in the Representation and Warranty Insurance Policy, (ii) the right of a party to pursue specific performance pursuant to Section 12.16 and (iii) subject to Section 10.08, theory upon which any claim may be based, whether contract, equity, tort, or any other theory of intentional fraud asserted against the Person who committed such fraudliability), in each case, the indemnification terms set forth in this Article 8 shall constitute and the sole and exclusive remedy of the parties hereto, the Buyer Indemnified Parties with respect to any of the foregoing, shall be as set forth in this Article 10 and in Sections 7.12(d) and 11.5, except in the Seller Indemnified Parties for case of Fraud, in which case the damaged Party shall have all rights and remedies under this Agreement and provided by Law. If the Closing occurs, in no event shall any Party be entitled to rescission of the transactions consummated by this Agreement. Any and all Losses claims arising out of or other claims relating to or arising from in connection with this Agreement or the Contribution Agreement, including in any Schedule or certificate delivered hereunder or thereunder, and the transactions contemplated hereby or thereby (other than with respect to any claims to the extent relating to or arising from the Intellectual Property License Agreement, the Trademark and Co-Use Agreement, the Transition Services Agreement, the Employee Services Agreement, any Seller Release or any Restrictive Covenant Agreement, which may by this Agreement must be brought under such agreement and in accordance with the terms thereof)of this Agreement. To the extent that, from and after the Closing, any Party or any Affiliate of any Party incurs any Losses for which it would otherwise be entitled to assert any claim or right to indemnification, contribution, or recovery against any other Party or any Affiliate of any other Party in connection with this Agreement or the transactions contemplated by this Agreement, other than pursuant to the exclusive remedies described in this Section 10.4, such Party hereby waives, releases, and agrees not to assert such claim or right, and such Party agrees to cause each of its Affiliates to waive, release, and agree not to assert such claim or right, in each case regardless of the legal theory under upon which such liability or obligation any claim may be sought to be imposedbased, whether sounding in contract or contract, equity, tort, or whether at law or in equity, or otherwise, and the parties hereto hereby agree that no Person (and no Buyer Indemnified Party or Seller Indemnified Party) shall have any remedy or recourse with respect to any of the foregoing other than as expressly set forth in this Article 8 (and subject to the limitations and terms set forth in this Article 8). (b) The parties hereto acknowledge and agree, on their behalf and on behalf of the Buyer Indemnified Parties and Seller Indemnified Parties, that from and after the Closing no Indemnitee may avoid the limitation on liability set forth in this Article 8 by (x) seeking damages for breach of contract, tort or pursuant to any other theory of liability outside of the indemnification provisions set forth herein, all of which are hereby waived, or (y) asserting or threatening any claim against any Person that is not a party hereto for breaches of the representations, warranties, covenants and agreements contained in this Agreement. The parties hereto agree that the provisions in this Agreement relating to indemnification, and the limits imposed on the remedies of the parties hereto (and the Buyer Indemnified Parties and Seller Indemnified Parties) with respect to this Agreement and the Contribution Agreement, including in any Schedule or certificate hereunder or thereunder, and the transactions contemplated hereby or thereby, were specifically bargained for between sophisticated parties and were specifically taken into account in the determination of the amounts to be paid to Seller hereunderliability.

Sole and Exclusive Remedy. (a) From and after Recovery against the Closing, without limitation of the rights of the parties hereto Rollover Proceeds pursuant to Article 1, except for (i) in the case of the Buyer Indemnified Parties as provided in the Representation and Warranty Insurance Policy, (ii) the right of a party to pursue specific performance pursuant to this Section 12.16 and (iii) subject to Section 10.08, any claim of intentional fraud asserted against the Person who committed such fraud, in each case, the indemnification terms set forth in this Article 8 shall constitute the 2 constitutes Parent’s sole and exclusive remedy of the parties hereto, the Buyer Indemnified Parties and the Seller Indemnified Parties for any and all Losses or other claims for which the Bain Shareholder is liable pursuant to Section 2(a). Parent agrees that, other than (A) from Rollover Proceeds in respect of the Bain Shareholder’s indemnification obligations set forth in Section 2(a) of this Agreement or (B) against the Bain Shareholder in respect of breaches of Section 7, under no circumstances will the Bain Shareholder or any of its Affiliates, or their respective officers, directors, partners, members, employees, agents, representatives, successors and permitted assigns (collectively, the “Bain Parties”) have any liability to any of the Parent Indemnitees relating to or arising from out of this Agreement Agreement. None of Parent or the Contribution Agreement, including in any Schedule or certificate delivered hereunder or thereunder, and the transactions contemplated hereby or thereby (other than with respect to any claims to the extent relating to or arising from the Intellectual Property License Agreement, the Trademark and Co-Use Agreement, the Transition Services Agreement, the Employee Services Agreement, any Seller Release or any Restrictive Covenant Agreement, which may be brought under such agreement in accordance with the terms thereof), in each case 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, and the parties hereto hereby agree that no Person (and no Buyer Indemnified Party or Seller Indemnified Party) shall have any remedy or recourse with respect to any of the foregoing other than as expressly set forth in this Article 8 (and subject to the limitations and terms set forth in this Article 8). (b) The parties hereto acknowledge and agree, on their behalf and on behalf of the Buyer Indemnified Parties and Seller Indemnified Parties, that from and after the Closing no Indemnitee Parent Indemnitees may avoid the limitation limitations on liability set forth in this Article 8 Section 2(c)(vii) by (x) seeking damages for breach of contract, tort or pursuant to any other theory of liability outside liability. Furthermore, without limiting the generality of the indemnification provisions set forth hereinforegoing but subject to the last sentence of this Section 2(c)(vii), all of which are hereby waived, no claim shall be brought or (y) asserting or threatening maintained by any claim Parent Indemnitee against any Person that is not a party hereto for breaches Bain Party, and no recourse of any kind 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 and agreements contained or obligations of the Bain Shareholder set forth in this Agreement, any certificate, instrument, opinion or other documents delivered pursuant to this Agreement, or the subject matter of this Agreement, in each case other than claims permitted under, in compliance with, and subject to all of the provisions and limitations of this Section 2. The parties hereto Parties agree that the provisions in this Agreement relating to indemnification, and the limits imposed on the remedies of the parties hereto (and the Buyer Indemnified Parties and Seller Indemnified Parties) with respect to this Agreement and the Contribution Agreement, including in any Schedule or certificate hereunder or thereunder, and the transactions contemplated hereby or thereby(including this Section 2(c)(vii)), constitute an integral part of the consideration given to the Bain Shareholder and were specifically bargained for between sophisticated parties. Notwithstanding anything to the contrary herein, this Section 2(c)(vii) shall not be construed as limiting any rights and remedies of the Parent Indemnitees against the Bain Shareholder (A) under any other Transaction Agreements (as defined below) or any other agreement between or among the parties hereto, (B) for breaches of representations and were specifically taken into account warranties under Section 7, or (C) in the determination event of actual fraud in respect of the amounts to be paid to Seller hereunderrepresentations and warranties in this Agreement by any Bain Party.

Sole and Exclusive Remedy. (aSubject to the provisions of Section 6.3(d) From and after the ClosingSection 7.8, without limitation of the rights of the parties hereto pursuant to Article 1, except for (i) in the case of the Buyer Indemnified Parties as provided in the Representation and Warranty Insurance Policy, (ii) the right of a party to pursue specific performance if this Agreement is validly terminated pursuant to Section 12.16 and (iii) subject 6.1, the Company’s receipt of the Reverse Termination Fee or Regulatory Termination Fee, as applicable, to the extent owed pursuant to Section 10.086.3(c) (including, any claim of intentional fraud asserted against the Person who committed such fraud, in each caseif applicable, the indemnification terms set forth in this Article 8 shall constitute Company’s right to Company Enforcement Expenses under Section 6.3(c)(iii) will be the sole and exclusive remedy of the parties hereto, the Buyer Indemnified Parties Company and the Seller Indemnified Company Related Parties for any and all Losses against the Parent Related Parties arising out of or other claims relating to or arising from in connection with this Agreement or the Contribution Agreement, including any agreement executed in any Schedule or certificate delivered hereunder or thereunder, connection herewith and the transactions contemplated hereby and thereby, the termination of this Agreement, the failure to consummate the Transactions or thereby (other than with respect to any claims or actions under applicable Legal Requirements arising out of or in connection with any breach, termination or failure. The Company’s receipt of the Reverse Termination Fee or Regulatory Termination Fee to the extent relating owed pursuant to or arising Section 6.3(c) and any Company Enforcement Expenses payable pursuant to Section 6.3(c)(iii) will be the only monetary damages the Company and its Affiliates may recover from the Intellectual Property License Agreement, the Trademark and Co-Use Agreement, the Transition Services Agreement, the Employee Services Parent Related Parties in respect of this Agreement, any Seller Release or any Restrictive Covenant Agreement, which may be brought under such agreement executed in accordance with the terms thereof), in each case 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, and the parties hereto hereby agree that no Person (and no Buyer Indemnified Party or Seller Indemnified Party) shall have any remedy or recourse with respect to any of the foregoing other than as expressly set forth in this Article 8 (and subject to the limitations and terms set forth in this Article 8). (b) The parties hereto acknowledge and agree, on their behalf and on behalf of the Buyer Indemnified Parties and Seller Indemnified Parties, that from and after the Closing no Indemnitee may avoid the limitation on liability set forth in this Article 8 by (x) seeking damages for breach of contract, tort or pursuant to any other theory of liability outside of the indemnification provisions set forth herein, all of which are hereby waived, or (y) asserting or threatening any claim against any Person that is not a party hereto for breaches of the representations, warranties, covenants and agreements contained in this Agreement. The parties hereto agree that the provisions in this Agreement relating to indemnification, and the limits imposed on the remedies of the parties hereto (and the Buyer Indemnified Parties and Seller Indemnified Parties) with respect to this Agreement and the Contribution Agreement, including in any Schedule or certificate hereunder or thereunder, connection herewith and the transactions contemplated hereby or and thereby, were specifically bargained for between sophisticated parties the termination of this Agreement, the failure to consummate the Merger or any claims or actions under applicable Legal Requirements arising out of or in connection with any such breach, termination or failure, and were specifically taken into account in the determination upon payment of such amounts, (A) none of the amounts Parent Related Parties will have any further liability or obligation to the Company or its Affiliates relating to or arising out of this Agreement, any agreement executed in connection herewith or the transactions contemplated hereby and thereby or any matters forming the basis of such termination (except that the Parties (or their respective Affiliates) will remain obligated with respect to, and the Company may be paid entitled to Seller hereunderremedies with respect to, the Confidentiality Agreements); and (B) none of the Company or any other Person will be entitled to bring or maintain any Legal Proceeding against Parent, Merger Sub or any Parent Related Party arising out of this Agreement, any agreement executed in connection herewith or the transactions contemplated hereby and thereby or any matters forming the basis for such termination (except that the Parties (or their respective Affiliates) will remain obligated with respect to, and the Company may be entitled to remedies with respect to, the Confidentiality Agreements).

Sole and Exclusive Remedy. (a) From CTP shall comply with the Company’s obligations and after the Closing, without limitation of the rights of the parties hereto pursuant to Article 1, except for (i) in the case of the Buyer Indemnified Parties as provided in the Representation and Warranty Insurance Policy, (ii) the right of a party to pursue specific performance pursuant to Section 12.16 and (iii) subject to Section 10.08, any claim of intentional fraud asserted against the Person who committed such fraudshall comply with Buyer’s obligations, in each case, the indemnification terms set forth in this Article 8 shall constitute VII of the MTA (subject to the terms and conditions thereof, including Section 7.04 of the MTA). Subject to Section 9.12, the parties acknowledge and agree that their sole and exclusive remedy of the parties hereto, the Buyer Indemnified Parties and the Seller Indemnified Parties for any and all Losses or other claims relating to or arising from this Agreement or the Contribution Agreement, including in any Schedule or certificate delivered hereunder or thereunder, and the transactions contemplated hereby or thereby (other than with respect to any and all claims (other than claims arising from fraud on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the extent relating to or arising from the Intellectual Property License subject matter of this Agreement, the Trademark and Co-Use Agreement, the Transition Services Agreement, the Employee Services Agreement, any Seller Release or any Restrictive Covenant Agreement, which may shall be brought under such agreement in accordance with the terms thereof), in each case 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, and the parties hereto hereby agree that no Person (and no Buyer Indemnified Party or Seller Indemnified Party) shall have any remedy or recourse with respect to any of the foregoing other than as expressly set forth in this Article 8 (and subject to the limitations and terms set forth in this Article 8). (b) The parties hereto acknowledge and agree, on their behalf and on behalf of the Buyer Indemnified Parties and Seller Indemnified Parties, that from and after the Closing no Indemnitee may avoid the limitation on liability set forth in this Article 8 by (x) seeking damages for breach of contract, tort or pursuant to any other theory of liability outside of the indemnification provisions set forth hereinin Article VII of the MTA. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under Law, any and all rights, claims and causes of which are hereby waived, or action (y) asserting or threatening any claim against any Person that is not other than claims arising from fraud on the part of a party hereto for breaches of the representations, warranties, covenants and agreements contained in this Agreement. The parties hereto agree that the provisions in this Agreement relating to indemnification, and the limits imposed on the remedies of the parties hereto (and the Buyer Indemnified Parties and Seller Indemnified Parties) connection with respect to this Agreement and the Contribution Agreement, including in any Schedule or certificate hereunder or thereunder, and the transactions contemplated hereby by this Agreement) for any breach of any representation, warranty, covenant, agreement or therebyobligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their Affiliates and each of their respective Representatives arising under or based upon any Law, were specifically bargained for between sophisticated parties and were specifically taken into account except pursuant to the indemnification provisions set forth in the determination Article VII of the amounts MTA. Nothing in this Section 7.01 shall limit any Person’s right to seek and obtain any equitable relief to which any such Person shall be paid entitled pursuant to Seller hereunderSection 9.12 or to seek any remedy on account of allegations of fraud by any Person in connection with the transactions contemplated by this Agreement.

Sole and Exclusive Remedy. (a) From and after the Closing, without limitation of the rights of the parties hereto pursuant to Article 1, except for (i) If this Agreement is validly terminated pursuant to Section 8.1 in circumstances in which the case Company Termination Fee is payable pursuant to Section 8.3(b), Parent’s receipt of the Buyer Indemnified Parties as provided in the Representation Company Termination Fee, any Enforcement Expenses and Warranty Insurance Policy, (ii) the Parent’s right of a party to pursue specific performance pursuant to Section 12.16 and (iii9.10(b) subject to Section 10.08, any claim of intentional fraud asserted against the Person who committed such fraud, in each case, the indemnification terms set forth in this Article 8 shall constitute will be the sole and exclusive remedy remedies of the parties heretoParent Related Parties against the Company Related Parties in respect of this Agreement, the Buyer Indemnified Transaction Documents, the transactions contemplated by this Agreement or the Transaction Documents, the termination of this Agreement, or the failure to consummate the Merger. Notwithstanding anything in this Agreement to the contrary, upon payment of the Company Termination Fee (to the extent owed pursuant to Section 8.3(b)) and any Enforcement Expenses (to the extent owed pursuant to Section 8.3(e)), the Company Related Parties and will not have any further liability or obligation to any of the Seller Indemnified Parent Related Parties for or any and all Losses or other claims Person relating to or arising from out of this Agreement, the Transaction Documents, the transactions contemplated by this Agreement or the Contribution Transaction Documents, or for any matters forming the basis of such termination, except that the Parties or their respective Affiliates (or both) may be entitled to remedies with respect to the Confidentiality Agreement. (ii) If this Agreement is validly terminated pursuant to Section 8.1 in circumstances in which the Parent Termination Fee is payable pursuant to Section 8.3(c), the Company’s receipt of the Parent Termination Fee, any Enforcement Expenses and the Company’s right to specific performance pursuant to Section 9.10(b) will be the sole and exclusive remedies of the Company Related Parties against the Parent Related Parties in respect of this Agreement, including in any Schedule or certificate delivered hereunder or thereunderthe Transaction Documents, and the transactions contemplated hereby by this Agreement or thereby the Transaction Documents, the termination of this Agreement, or the failure to consummate the Merger. Notwithstanding anything in this Agreement to the contrary, upon payment of the Parent Termination Fee (other than with respect to any claims to the extent owed pursuant to Section 8.3(c)) and any Enforcement Expenses (to the extent owed pursuant to Section 8.3(e)), the Parent Related Parties will not have any further liability or obligation to any of the Company Related Parties or any other Person relating to or arising from the Intellectual Property License out of this Agreement, the Trademark Transaction Documents, the transactions contemplated by this Agreement or the Transaction Documents, or for any matters forming the basis of such termination, except that the Parties or their respective Affiliates (or both) may be entitled to remedies with respect to the Confidentiality Agreement. For the avoidance of doubt, while the Company may pursue both a grant of specific performance of the obligation of Parent and Co-Use Merger Sub to consummate the Merger in accordance with Section 9.10(b) and the payment of the Parent Termination Fee under Section 8.3(c), under no circumstances shall the Company be permitted or entitled to receive both a grant of such specific performance requiring Parent and Merger Sub to consummate the Merger and to pay the Parent Termination Fee (if entitled under Section 8.3(c)). In any circumstance where performance by Parent of its obligations under this Agreement would relieve Parent of its obligation to pay the Parent Termination Fee, the Company may, in its sole discretion (i) seek specific performance pursuant to Section 9.10(b); (ii) withdraw any claim for specific performance and require payment of the Parent Termination Fee if entitled to payment of the Parent Termination Fee under Section 8.3(b); or (iii) if the Company is unable for any reason to obtain specific performance, require payment of the Parent Termination Fee if entitled to payment of the Parent Termination Fee under Section 8.3(c). (iii) In connection with the termination of this Agreement, in no event will Parent or any of the Parent Related Parties seek or obtain (or permit any of their Representatives or any other Person acting on their behalf to seek or obtain) any monetary recovery or award in excess of the Company Termination Fee (provided, that, in the circumstances in which the Company Termination Fee is payable in accordance with Section 8.3, Section 8.3(f)(i), and not this Section 8.3(f)(iii), will apply) against the Company Related Parties, and in no event will Parent or Merger Sub be entitled to seek or obtain any monetary damages of any kind, including consequential, special, indirect or punitive damages, in excess of the Company Termination Fee against the Company Related Parties for, or with respect to, this Agreement or the Merger, the Transaction Documents, the termination of this Agreement, the Transition Services Agreementfailure to consummate the Merger, the Employee Services Agreement, any Seller Release or any Restrictive Covenant Agreementclaims or actions under applicable Law arising out of any such breach, which may be brought under such agreement in accordance with termination or failure. For the terms thereof)avoidance of doubt, in each case regardless (A) other than the obligations 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, and the parties hereto hereby agree that no Person (and no Buyer Indemnified Party or Seller Indemnified Party) shall have any remedy or recourse with respect to any of the foregoing other than as expressly set forth in this Article 8 (and subject to the limitations and terms set forth in this Article 8). (b) The parties hereto acknowledge and agree, on their behalf and on behalf of the Buyer Indemnified Parties and Seller Indemnified Parties, that from and after the Closing no Indemnitee may avoid the limitation on liability set forth in this Article 8 by (x) seeking damages for breach of contract, tort or pursuant to any other theory of liability outside of the indemnification provisions set forth herein, all of which are hereby waived, or (y) asserting or threatening any claim against any Person that is not a party hereto for breaches of the representations, warranties, covenants and agreements contained Company provided in this Agreement. The parties hereto agree that , no Company Related Party or any Person other than the provisions in Company will have any liability for monetary damages to any Parent Related Party or any other Person relating to or arising out of this Agreement relating to indemnification, or the Merger and the limits imposed on the remedies of the parties hereto (and the Buyer Indemnified Parties and Seller Indemnified PartiesB) with respect to this Agreement and the Contribution Agreement, including in any Schedule or certificate hereunder or thereunderthis Section 8.3(f), and the transactions contemplated hereby or thereby, were specifically bargained for between sophisticated parties and were specifically taken into account in the determination of the amounts is subject to be paid to Seller hereunderSection 9.16.

Sole and Exclusive Remedy. (ai) From Under no circumstances will the collective amounts payable by Parent, Merger Sub and after any of their Affiliates for breaches under this Agreement, the ClosingLimited Guaranty or the Commitment Letters exceed an amount equal to $32,200,000 in the aggregate for all such breaches (the “Parent Maximum Liability Amount”). Notwithstanding anything to the contrary in this Agreement, if Parent or Merger Sub fails to effect the Closing when required by Section 2.3 for any reason or no reason or otherwise breaches this Agreement or fails to perform under this Agreement, then (x) a decree or order of specific performance or an injunction or injunctions or other equitable relief if and solely to the extent permitted by Section 9.8(b) or (y) the termination of this Agreement pursuant to Section 8.1(g) or Section 8.1(i) and the receipt of payment of the Parent Termination Fee to the extent owed pursuant to Section 8.3(c) (including, without limitation duplication, the Company’s right to enforce the Limited Guaranty with respect thereto and receive the Parent Termination Fee from Guarantor), will be the sole and exclusive remedies (whether in contract, tort, equity, law or granted by statute or otherwise) of Company Related Parties for any breach, cost, loss, expense or damages suffered as a result thereof or otherwise relating to or arising out of any Transactional Matters, and in no event will any of the rights Company Related Parties seek or obtain, nor will they permit any of the parties hereto pursuant their Representatives or any other Person acting on their behalf to Article seek or obtain, nor will any Person be entitled to seek or obtain in connection therewith (1, except for ) any other remedies or (i2) in the case of monetary recovery or monetary award, any amounts or award of any kind (including consequential, special, indirect or punitive damages) in excess of the Buyer Indemnified Parties as provided Parent Maximum Liability Amount in the Representation aggregate against Parent, Merger Sub, Guarantor and Warranty Insurance Policythe Parent Related Parties. Upon payment of the Parent Termination Fee to the extent owed to the Company hereunder, (ii) none of the right of a party Parent Related Parties will have any further liability or obligation to pursue specific performance pursuant to Section 12.16 and (iii) subject to Section 10.08, any claim of intentional fraud asserted against the Person who committed such fraud, in each caseCompany, the indemnification terms set forth in this Article 8 shall constitute the sole and exclusive remedy of the parties heretoother Company Related Parties, the Buyer Indemnified Parties and the Seller Indemnified Parties for their respective Affiliates or any and all Losses or other claims Person relating to or arising from out of this Agreement Agreement, any other documents (including the Commitment Letters and the Limited Guaranty), or any other Transactional Matters, whether at law or equity, in contract, in tort or otherwise. Other than the Guarantor’s obligations under the Limited Guaranty and other than the obligations of Parent and Merger Sub to the extent expressly provided in this Agreement, in no event will any Parent Related Party or any other Person other than the Guarantor, Parent and Merger Sub have any liability for monetary damages to the Company, the other Company Related Parties, their respective Affiliates or any other Person relating to or arising out of this Agreement, the Merger or the Contribution other Transactional Matters. (ii) If Parent elects to receive and actually receives the Expense Reimbursement pursuant to Section 8.3(b)(v), such Expense Reimbursement, together with any Company Termination Fee payable pursuant to Section 8.3(b), will be the only monetary recovery Parent and Merger Sub and each of their respective Affiliates may recover from the Company Related Parties in such circumstances in respect of this Agreement, including any agreement executed in any Schedule or certificate delivered hereunder or thereunder, connection herewith and the transactions contemplated hereby and thereby, the termination of this Agreement, the failure to consummate the Merger or thereby (other than with respect to any claims or actions under applicable law arising out of such termination, and upon payment of such Expense Reimbursement and any Company Termination Fee payable pursuant to Section 8.3(b) in such circumstances, (1) none of the extent Company Related Parties will have any further liability or obligation to Parent or Merger Sub relating to or arising from the Intellectual Property License Agreement, the Trademark and Co-Use Agreement, the Transition Services Agreement, the Employee Services out of this Agreement, any Seller Release agreement executed in connection herewith or any Restrictive Covenant Agreement, which may be brought under such agreement in accordance with the terms thereof), in each case 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, and the parties hereto hereby agree that no Person (and no Buyer Indemnified Party or Seller Indemnified Party) shall have any remedy or recourse with respect to any of the foregoing other than as expressly set forth in this Article 8 (and subject to the limitations and terms set forth in this Article 8). (b) The parties hereto acknowledge and agree, on their behalf and on behalf of the Buyer Indemnified Parties and Seller Indemnified Parties, that from and after the Closing no Indemnitee may avoid the limitation on liability set forth in this Article 8 by (x) seeking damages for breach of contract, tort or pursuant to any other theory of liability outside of the indemnification provisions set forth herein, all of which are hereby waived, or (y) asserting or threatening any claim against any Person that is not a party hereto for breaches of the representations, warranties, covenants and agreements contained in this Agreement. The parties hereto agree that the provisions in this Agreement relating to indemnification, and the limits imposed on the remedies of the parties hereto (and the Buyer Indemnified Parties and Seller Indemnified Parties) with respect to this Agreement and the Contribution Agreement, including in any Schedule or certificate hereunder or thereunder, and the transactions contemplated hereby and thereby or therebyany matters forming the basis of such termination; and (2) none of Parent, were specifically bargained Merger Sub or any other Person will be entitled to bring or maintain any claim, action or proceeding against the Company or any Company Related Party arising out of this Agreement, any agreement executed in connection herewith or the transactions contemplated hereby and thereby or any matters forming the basis for between sophisticated parties such termination (except that the Parties (or their Affiliates) will remain obligated with respect to, and were specifically taken into account in the determination of Company and its Subsidiaries may be entitled to remedies with respect to, the amounts to be paid to Seller hereunderConfidentiality Agreement).

Sole and Exclusive Remedy. (a) From Each Party acknowledges and agrees that, after the ClosingInitial Closing Date, without limitation of notwithstanding anything to the rights of the parties hereto pursuant to Article 1contrary contained in this Agreement, except for with respect to fraud or intentional misrepresentation, other than as set forth in Section 11.09 (Specific Performance) (i) the indemnification provisions in this Article IX shall be the sole and exclusive remedies of the Parties hereto for any breach of the representations or warranties contained in this Agreement; (ii) no breach of any representation, warranty, covenant or agreement contained herein shall give rise to any right on the part of any Party hereto to rescind this Agreement or any of the transactions contemplated by this Agreement; and (iii) the indemnification provisions of this Article IX shall be the sole and exclusive monetary remedies of the Parties for any breach of the covenants contained in this Agreement, other than the payment of the US Airways Subsequent Purchase Price and the Delta Subsequent Purchase Price. Other than as set forth in Section 11.09 (Specific Performance), in the case of the Buyer Indemnified Parties as provided in the Representation and Warranty Insurance Policyfraud or intentional misrepresentation, (ii) the right of a party to pursue specific performance pursuant to Section 12.16 and (iii) subject to Section 10.08, any claim of intentional fraud asserted against the Person who committed such fraud, in each case, the indemnification terms set forth in this Article 8 shall constitute the sole and exclusive remedy of the parties hereto, the Buyer Indemnified Parties and the Seller Indemnified Parties for any and all Losses or other claims relating to or arising from this Agreement or the Contribution Agreement, including in any Schedule or certificate delivered hereunder or thereunder, and the transactions contemplated hereby or thereby (other than with respect to any claims obligation to pay the extent relating to US Airways Subsequent Purchase Price or arising from the Intellectual Property License Delta Subsequent Purchase Price, or as expressly permitted under this Agreement, each Party expressly waives any and all other remedies, rights or causes of action it or its Affiliates may have against the Trademark and Co-Use Agreement, the Transition Services Agreement, the Employee Services Agreement, any Seller Release other Party or any Restrictive Covenant Agreement, which may be brought under such agreement in accordance with the terms thereof), in each case 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 their respective Affiliates now or in equity, or otherwise, and the parties hereto hereby agree that no Person (and no Buyer Indemnified Party or Seller Indemnified Party) shall have future under any remedy or recourse Law with respect to any of the foregoing other than as expressly set forth in this Article 8 (and subject to the limitations and terms set forth in this Article 8)matter hereof. (b) The parties hereto acknowledge and agree, on their behalf and on behalf of the Buyer Indemnified Parties and Seller Indemnified Parties, that from and after the Closing no Indemnitee may avoid the limitation on liability set forth in this Article 8 by (x) seeking damages for breach of contract, tort or pursuant to any other theory of liability outside of the indemnification provisions set forth herein, all of which are hereby waived, or (y) asserting or threatening any claim against any Person that is not a party hereto for breaches of the representations, warranties, covenants and agreements contained in this Agreement. The parties hereto agree that the provisions in this Agreement relating to indemnification, and the limits imposed on the remedies of the parties hereto (and the Buyer Indemnified Parties and Seller Indemnified Parties) with respect to this Agreement and the Contribution Agreement, including in any Schedule or certificate hereunder or thereunder, and the transactions contemplated hereby or thereby, were specifically bargained for between sophisticated parties and were specifically taken into account in the determination of the amounts to be paid to Seller hereunder.

Sole and Exclusive Remedy. (aSubject to the provisions of Section 7.3(d), Section 7.3(h) From and after Section 8.5(b), if this Agreement is validly terminated in the Closingcircumstances described in Section 7.3(b), without limitation then Parent’s receipt of the rights of Company Termination Fee to the parties hereto pursuant to Article 1, except for (i) in the case of the Buyer Indemnified Parties as provided in the Representation and Warranty Insurance Policy, (ii) the right of a party to pursue specific performance extent owed pursuant to Section 12.16 7.3(b) (including, if applicable, Parent’s right to Enforcement Expenses under Section 7.3(e)) will be the sole and (iiiexclusive remedy of Parent, Purchaser and the Parent Related Parties against the Company Related Parties arising out of or in connection with this Agreement, any agreement executed in connection herewith and the transactions contemplated hereby and thereby, the termination of this Agreement, the failure to consummate the Transactions or any claims or actions under applicable Legal Requirements arising out of or in connection with any breach, termination or failure. Subject to the provisions of Section 7.3(d), Section 7.3(h) subject and Section 8.5(b), if this Agreement is validly terminated in the circumstances described in Section 7.3(c), then the Company’s receipt of the Parent Termination Fee to the extent owed pursuant to Section 10.087.3(c) (including, any claim of intentional fraud asserted against the Person who committed such fraud, in each caseif applicable, the indemnification terms set forth in this Article 8 shall constitute Company’s right to Enforcement Expenses under Section 7.3(e)) will be the sole and exclusive remedy of the parties hereto, Company against the Buyer Indemnified Parent Related Parties and the Seller Indemnified Parties for any and all Losses arising out of or other claims relating to or arising from in connection with this Agreement or the Contribution Agreement, including any agreement executed in any Schedule or certificate delivered hereunder or thereunder, connection herewith and the transactions contemplated hereby and thereby, the termination of this Agreement, the failure to consummate the Transactions or thereby (other than with respect to any claims or actions under applicable Legal Requirements arising out of or in connection with any breach, termination or failure. Subject to the provisions of Section 7.3(d), Section 7.3(h) and Section 8.5(b), if this Agreement is validly terminated in the circumstances described in Section 7.3(b), Parent’s receipt of the Company Termination Fee to the extent relating owed pursuant to or arising from Section 7.3(b) and any Enforcement Expenses payable pursuant to Section 7.3(e) will be the Intellectual Property License Agreementonly monetary damages the Parent Related Parties, the Trademark and Co-Use AgreementCompany Related Parties or the Debt Financing Sources, as applicable, may recover from Company Related Parties or the Transition Services AgreementDebt Financing Sources, the Employee Services as applicable, in respect of this Agreement, any Seller Release or any Restrictive Covenant Agreement, which may be brought under such agreement executed in accordance with the terms thereof), in each case 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, and the parties hereto hereby agree that no Person (and no Buyer Indemnified Party or Seller Indemnified Party) shall have any remedy or recourse with respect to any of the foregoing other than as expressly set forth in this Article 8 (and subject to the limitations and terms set forth in this Article 8). (b) The parties hereto acknowledge and agree, on their behalf and on behalf of the Buyer Indemnified Parties and Seller Indemnified Parties, that from and after the Closing no Indemnitee may avoid the limitation on liability set forth in this Article 8 by (x) seeking damages for breach of contract, tort or pursuant to any other theory of liability outside of the indemnification provisions set forth herein, all of which are hereby waived, or (y) asserting or threatening any claim against any Person that is not a party hereto for breaches of the representations, warranties, covenants and agreements contained in this Agreement. The parties hereto agree that the provisions in this Agreement relating to indemnification, and the limits imposed on the remedies of the parties hereto (and the Buyer Indemnified Parties and Seller Indemnified Parties) with respect to this Agreement and the Contribution Agreement, including in any Schedule or certificate hereunder or thereunder, connection herewith and the transactions contemplated hereby or and thereby, were specifically bargained for between sophisticated parties the termination of this Agreement, the failure to consummate the Offer or the Merger or any claims or actions under applicable Legal Requirements arising out of or in connection with any such breach, termination or failure, and were specifically taken into account in the determination upon payment of such amounts, (A) none of the amounts Company Related Parties, the Parent Related Parties or the Debt Financing Sources will have any further liability or obligation to any of the Parent Related Parties or the Company Related Parties, as applicable, relating to or arising out of this Agreement, any agreement executed in connection herewith or the transactions contemplated hereby and thereby or any matters forming the basis of such termination (except that the Parties (or their respective Affiliates) will remain obligated with respect to, and Parent or the Company, as applicable, may be paid entitled to Seller hereunderremedies with respect to, the Confidentiality Agreement); (B) none of Parent, Purchaser or any other Person will be entitled to bring or maintain any Legal Proceeding against the Company or any Company Related Party arising out of this Agreement, any agreement executed in connection herewith or the transactions contemplated hereby and thereby or any matters forming the basis for such termination; and (C) neither the Company nor any other Person will be entitled to bring or maintain any Legal Proceeding against any Parent Related Party or the Debt Financing Sources arising out of this Agreement, any agreement executed in connection herewith or the transactions contemplated hereby and thereby or any matters forming the basis for such termination (except that the Parties (or their respective Affiliates) will remain obligated with respect to, and Parent and the Company, as applicable, may be entitled to remedies with respect to, the Confidentiality Agreement). Notwithstanding the foregoing, this Section 7.3(f) will not relieve any Party from any liability (I) if this Agreement is terminated by either Party in circumstances where the Company Termination Fee is not owed pursuant to Section 7.3(b) or where the Parent Termination Fee is not owed pursuant to Section 7.3(c), as applicable, for any Willful Breach of this Agreement prior to such termination, (II) any fraud or (III) for any breaches of the Confidentiality Agreement.

Sole and Exclusive Remedy. (a) From and after the Closing, without limitation of the rights of the parties hereto pursuant to Article 1, except for (i) Notwithstanding anything that may be expressed or implied in the case of the Buyer Indemnified Parties as provided in the Representation and Warranty Insurance Policy, (ii) the right of a party to pursue specific performance pursuant to Section 12.16 and (iii) subject to Section 10.08this Agreement, any claim of intentional fraud asserted against the Person who committed such fraudAncillary Agreement or any document, certificate or instrument delivered in each caseconnection herewith or therewith, the indemnification terms set forth in this Article 8 shall constitute the sole and exclusive remedy (in lieu of the parties hereto, the Buyer Indemnified Parties and the Seller Indemnified Parties for any and all Losses other rights and remedies any such Person otherwise may have had) of Parent, Merger Sub, the Company, the Surviving Company, the Purchased Companies, the Shareholder or other claims relating to any Non-Recourse Party of the foregoing may have under, arising out of or arising resulting from or incurred in connection with this Agreement or the Contribution Agreement, including in any Schedule or certificate delivered hereunder or thereunder, Ancillary Agreement and with respect to the transactions contemplated hereby or and thereby (other than with respect to any claims to the extent relating to or arising from the Intellectual Property License Agreement, the Trademark and Co-Use Agreement, the Transition Services Agreement, the Employee Services Agreement, any Seller Release or any Restrictive Covenant Agreementdocument, which may certificate or instrument delivered in connection herewith or therewith, shall be brought (a) Parent’s right to recover under such agreement in accordance with the terms thereof)R&W Insurance Policy, in each case 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, and the parties hereto hereby agree that no Person (and no Buyer Indemnified Party or Seller Indemnified Party) shall have any remedy or recourse with respect to any of the foregoing other than as expressly set forth in this Article 8 (and subject to the limitations and terms set forth in this Article 8). (b) The parties hereto acknowledge and agree, on their behalf and on behalf of the Buyer Indemnified Parties and Seller Indemnified Parties, that from and after the Closing no Indemnitee may avoid the limitation on liability set forth in this Article 8 by (x) seeking damages for breach of contract, tort or pursuant to any other theory of liability outside of the indemnification provisions set forth herein, all of which are hereby waived, or (y) asserting or threatening any claim recourse against any Person that is not identified as a party hereto for breaches to this Agreement (including by any Person that expressly has rights to enforce this Agreement pursuant to Section 11.3) (but not recourse against the Shareholder or any Non-Recourse Party of the representations, warranties, covenants and agreements contained in Shareholder or any Non-Recourse Party of any party to this Agreement) for breach of any covenant and agreement set forth herein that is required to be performed following the Closing in accordance with its terms, subject to the limitations set forth herein, including as provided in Section 2.9 (Post-Closing Merger Consideration Adjustment), Section 5.5 (Directors’ and Officers’ Exculpation; Indemnification) and Section 11.6 (Equitable Relief), (c) recourse against any Person that is identified as a party to an Ancillary Agreement (but not any Non-Recourse Party of such Person) under and to the extent expressly provided for therein, subject to the limitations set forth herein and therein and (d) [***]. The parties hereto agree that *** Certain information on this page has been omitted and filed separately with the provisions in this Agreement relating to indemnification, Securities and the limits imposed on the remedies of the parties hereto (and the Buyer Indemnified Parties and Seller Indemnified Parties) Exchange Commission. Confidential treatment has been requested with respect to this Agreement and the Contribution Agreement, including in any Schedule or certificate hereunder or thereunder, and the transactions contemplated hereby or thereby, were specifically bargained for between sophisticated parties and were specifically taken into account in the determination of the amounts to be paid to Seller hereunderomitted portions.

Sole and Exclusive Remedy. (a) From and after the Closing, without limitation of the rights of the parties hereto pursuant to Article 1, except for (i) in If this Agreement is terminated pursuant to Section 8.1, the case Company’s receipt of the Buyer Indemnified Parties as provided in Parent Termination Fee to the Representation extent owed pursuant to Section 8.3(c) (including the Company’s right to enforce the Guaranty with respect thereto and Warranty Insurance Policyreceive the Parent Termination Fee from Guarantor), (ii) the Reimbursement Obligations and the Company’s right of a party to pursue seek specific performance pursuant to Section 12.16 and (iii) subject to Section 10.08, any claim of intentional fraud asserted against the Person who committed such fraud, in each case, the indemnification terms set forth in this Article 8 shall constitute 9.8 will be the sole and exclusive remedy remedies of the parties hereto, the Buyer Indemnified Parties Company and the Seller Indemnified Company Related Parties for any and all Losses or other claims relating to or arising from against the Parent Related Parties in respect of this Agreement or the Contribution Agreement, including any agreement executed in any Schedule or certificate delivered hereunder or thereunder, connection herewith and the transactions contemplated hereby and thereby, the termination of this Agreement, the failure to consummate the Merger or any claims or actions under applicable Law arising out of any breach, termination or failure. Upon Payment of the Parent Termination Fee, none of the Parent Related Parties will have any further liability or obligation to any of (A) the Company and its Affiliates; and (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 and its Affiliates (the Persons in clauses (A) and (B) collectively, the “Company Related Parties”) relating to or arising out of this Agreement, any agreement executed in connection herewith or the transactions contemplated hereby and thereby for any matters forming the basis of such termination (except that the Parties (or their Affiliates) will remain obligated with respect to, and the Company may be entitled to remedies with respect to, the Confidentiality Agreement and Section 8.3(e), as applicable). Notwithstanding the foregoing, this Section 8.3(f)(i) will not relieve Parent, Merger Sub or Guarantor from liability (1) for any Willful Breach of this Agreement or (2) for any breaches of the Confidentiality Agreement; provided that under no circumstances will the collective monetary damages payable by Parent, Merger Sub or any of their Affiliates for breaches (including any Willful Breach) under this Agreement (taking into account the payment of the Parent Termination Fee pursuant to this Agreement), the Guaranty or the Equity Commitment Letter exceed an amount equal to $136,857,000 plus the Enforcement Expenses and the Reimbursement Obligations in the aggregate for all such breaches (the “Parent Liability Limitation”). In no event will any of the Company Related Parties seek or obtain, nor will they permit any of their Representatives or any other Person acting on their behalf to seek or obtain, nor will any Person be entitled to seek or obtain, any monetary recovery or award in excess of the Parent Liability Limitation against (A) Parent, Merger Sub or the Guarantor; or (B) the former, current and future holders of any equity, controlling persons, directors, officers, employees, agents, attorneys, Financing Sources, Affiliates (other than Parent, Merger Sub or the Guarantor), members, managers, general or limited partners, stockholders and assignees of each of Parent, Merger Sub and the Guarantor (the Persons in clauses (A) and (B) collectively, the “Parent Related Parties”), and in no event will the Company be entitled to seek or obtain any monetary damages of any kind, including consequential, special, indirect or punitive damages, in excess of the Parent Liability Limitation against the Parent Related Parties for, or with respect to, this Agreement, the Equity Commitment Letter, the Guaranty or the transactions contemplated hereby and thereby (including, any breach by the Guarantor, Parent or Merger Sub), the termination of this Agreement, the failure to consummate the Merger or any claims or actions under applicable Law arising out of any such breach, termination or failure; provided that the foregoing shall not preclude any liability of the Financing Sources to the Company, Parent or Merger Sub under the definitive agreements relating to the Debt Financing, nor limit the Company, Parent or Merger Sub from seeking to recover any such damages or obtain equitable relief from or with respect to any claims Financing Source pursuant to the definitive agreements relating to the Debt Financing. Other than the Guarantor’s obligations under the Guaranty and the Equity Commitment Letter and other than the obligations of Parent and Merger Sub to the extent expressly provided in this Agreement, in no event will any Parent Related Party or any other Person other than the Guarantor, Parent and Merger Sub have any liability for monetary damages to the Company or any other Person relating to or arising from out of this Agreement or the Intellectual Property License AgreementMerger. (ii) If this Agreement is terminated pursuant to Section 8.1, Parent’s receipt of the Company Termination Fee, to the extent owed pursuant to Section 8.3(b), the Trademark Reimbursement Obligations and Co-Use AgreementParent’s right to seek specific performance pursuant to Section 9.8 will be the sole and exclusive remedies of Parent, Merger Sub, Guarantor and the Transition Services Agreement, Parent Related Parties against the Employee Services Company Related Parties in respect of this Agreement, any Seller Release or any Restrictive Covenant Agreement, which may be brought under such agreement executed in accordance with the terms thereof), in each case 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, and the parties hereto hereby agree that no Person (and no Buyer Indemnified Party or Seller Indemnified Party) shall have any remedy or recourse with respect to any of the foregoing other than as expressly set forth in this Article 8 (and subject to the limitations and terms set forth in this Article 8). (b) The parties hereto acknowledge and agree, on their behalf and on behalf of the Buyer Indemnified Parties and Seller Indemnified Parties, that from and after the Closing no Indemnitee may avoid the limitation on liability set forth in this Article 8 by (x) seeking damages for breach of contract, tort or pursuant to any other theory of liability outside of the indemnification provisions set forth herein, all of which are hereby waived, or (y) asserting or threatening any claim against any Person that is not a party hereto for breaches of the representations, warranties, covenants and agreements contained in this Agreement. The parties hereto agree that the provisions in this Agreement relating to indemnification, and the limits imposed on the remedies of the parties hereto (and the Buyer Indemnified Parties and Seller Indemnified Parties) with respect to this Agreement and the Contribution Agreement, including in any Schedule or certificate hereunder or thereunder, connection herewith and the transactions contemplated hereby or and thereby, were specifically bargained the termination of this Agreement, the failure to consummate the Merger or any claims or actions under applicable Law arising out of any breach, termination or failure. Upon Payment of the Company Termination Fee, none of the Company Related Parties will have any further liability or obligation to any of Parent, Merger Sub, Guarantor, or the Parent Related Parties relating to or arising out of this Agreement, any agreement executed in connection herewith or the transactions contemplated hereby and thereby for between sophisticated parties any matters forming the basis of such termination. Parent’s receipt of the Company Termination Fee to the extent owed pursuant to Section 8.3(b) will be the only monetary damages of Parent and were specifically taken Merger Sub and each of their respective Affiliates may recover from Company Related Parties in respect of this Agreement, any agreement executed in connection herewith and the transactions contemplated hereby and thereby, the termination of this Agreement, the failure to consummate the Merger or any claims or actions under applicable Law arising out of any such breach, termination or failure, and upon payment of such amount, (1) none of the Company Related Parties will have any further liability or obligation to Parent or Merger Sub relating to or arising out of this Agreement, any agreement executed in connection herewith or the transactions contemplated hereby and thereby or any matters forming the basis of such termination (except that the Parties (or their Affiliates) will remain obligated with respect to, and Parent may be entitled to remedies with respect to, the Confidentiality Agreement and Section 8.3(e), as applicable); and (2) none of Parent, Merger Sub or any other Person will be entitled to bring or maintain any claim, action or proceeding against the Company or any Company Related Party arising out of this Agreement, any agreement executed in connection herewith or the transactions contemplated hereby and thereby or any matters forming the basis for such termination (except that the Parties (or their Affiliates) will remain obligated with respect to, and the Company may be entitled to remedies with respect to, the Confidentiality Agreement, Section 8.3(a) and Section 8.3(e), as applicable). Notwithstanding the foregoing, this Section 8.3(f)(ii) will not relieve the Company Group from liability (1) for any Willful Breach of this Agreement or (2) for any breaches of the Confidentiality Agreement; provided that under no circumstances will the collective monetary damages payable by the Company for breaches under this Agreement (taking into account the payment of the Company Termination Fee pursuant to this Agreement) exceed an amount equal to $63,540,750 in the determination aggregate for all such breaches, plus the Enforcement Expenses (if any) (the “Company Liability Limitation”). In no event will any of the Parent Related Parties seek or obtain, nor will they permit any of their Representatives or any other Person acting on their behalf to seek or obtain, nor will any Person be entitled to seek or obtain, any monetary recovery or award in excess of the Company Liability Limitation against any of the Company Related Parties, and in no event will Parent or Merger Sub be entitled to seek or obtain any monetary damages of any kind, including consequential, special, indirect or punitive damages, in excess of the Company Liability Limitation against the Company Related Parties for, or with respect to, this Agreement or the Merger, the termination of this Agreement, the failure to consummate the Merger or any claims or actions under applicable Law arising out of any such breach, termination or failure. (iii) Each of the parties hereto acknowledges that any amount payable by the Company or Parent pursuant to this Section 8.3, including the Company Termination Fee and the Parent Termination Fee, does not constitute a penalty, but rather shall constitute liquidated damages in a reasonable amount that will compensate a party for the disposition of its rights under this Agreement in the circumstances in which such amounts are due and payable, which amounts would otherwise be impossible to be paid to Seller hereundercalculate with precision.

Sole and Exclusive Remedy. (a) From Notwithstanding anything herein to the contrary, the sole and exclusive remedy for any breach or inaccuracy, or alleged breach or inaccuracy, of any representation or warranty in this Agreement, or any breach or nonfulfillment, or alleged breach or nonfulfillment, of any covenant or agreement in this Agreement, which is discovered after the Closing, without limitation of the rights of the parties hereto pursuant to Article 1, except for (i) in the case of the Buyer Indemnified Parties as provided in the Representation and Warranty Insurance Policy, (ii) the right of a party to pursue specific performance pursuant to Section 12.16 and (iii) subject to Section 10.08, any claim of intentional fraud asserted against the Person who committed such fraud, in each case, Initial Closing shall be the indemnification terms set forth in this Article 8 shall constitute the sole and exclusive remedy VIII or as set forth in Section 10.1 if discovered prior to Initial Closing. In furtherance of the parties heretoforegoing, the Buyer Indemnified Parties and the Seller Indemnified Parties for hereby waive, to the fullest extent permitted by applicable Law, any and all Losses other rights, claims and causes of action (including rights of contribution, if any) known or other claims relating to unknown, foreseen or arising from this Agreement or the Contribution Agreement, including in any Schedule or certificate delivered hereunder or thereunder, and the transactions contemplated hereby or thereby (other than with respect to any claims to the extent relating to or arising from the Intellectual Property License Agreement, the Trademark and Co-Use Agreement, the Transition Services Agreement, the Employee Services Agreement, any Seller Release or any Restrictive Covenant Agreementunforeseen, which exist or may be brought under such agreement arise in accordance with the terms thereof)future, in each case 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, and the parties hereto hereby agree that no Person (and no Buyer Indemnified Party or Seller Indemnified Party) shall have any remedy or recourse with respect to any of the foregoing other than as expressly set forth in this Article 8 (and subject to the limitations and terms set forth in this Article 8). (b) The parties hereto acknowledge and agree, on their behalf and on behalf of either the Buyer Indemnified Parties and or the Seller Indemnified PartiesParties may have against the Seller or the Buyer, that from and after as the Closing no Indemnitee case may avoid the limitation on liability set forth in this Article 8 by be, arising under or based upon any Law (x) seeking damages for breach of contractincluding any Law arising under or based upon any securities Law, tort common Law or pursuant to any other theory of liability outside of the indemnification provisions set forth herein, all of which are hereby waived, or (y) asserting or threatening any claim against any Person that is not a party hereto for breaches of the representations, warranties, covenants and agreements contained in this Agreementotherwise). The parties hereto agree that the provisions in this Agreement relating to indemnification, and the limits imposed on the remedies of the parties hereto (and the Buyer Indemnified Parties hereby release each of the Seller’s, the Subsidiaries and the Foundation’s Managing Directors, Senior Directors, Directors, Managers, Chief Executive Officer, as well as each other officer and member of the Seller’s, the Subsidiaries or the Foundation’s board of directors or managers (as the case may be) from any and all claims by or liabilities to the Buyer, whether known or unknown, whether now existing or hereinafter discovered to exist, except to the extent that any such breach involved fraudulent or criminal activity. The Seller Indemnified Parties) with respect to this Agreement Parties hereby release the Buyer’s directors and the Contribution Agreement, including in officers from any Schedule and all claims by or certificate hereunder or thereunder, and the transactions contemplated hereby or thereby, were specifically bargained for between sophisticated parties and were specifically taken into account in the determination Liabilities of the amounts Seller, whether known or unknown, whether now existing or hereinafter discovered to be paid exist, except to Seller hereunderthe extent that any such breach involved fraudulent or criminal activity.

Sole and Exclusive Remedy. (a) From and after the Closing, without limitation of the rights of the parties hereto pursuant to Article 1, except for (i) in If this Agreement is terminated pursuant to Section 8.1, the case Company’s receipt of the Buyer Indemnified Parties as provided in Parent Termination Fee to the Representation extent owed pursuant to Section 8.3(c) (including the Company’s right to enforce the Guaranties with respect thereto and Warranty Insurance Policyreceive the Parent Termination Fee from the Guarantors), (ii) the Reimbursement Obligations and the Company’s right of a party to pursue seek specific performance pursuant to Section 12.16 current and future holders of any equity, controlling Persons, directors, officers, employees, agents, attorneys, Affiliates, members, managers, general or limited partners, shareholders and assignees of each of the Company and its Affiliates (the Persons in clauses (A) and (iiiB) subject collectively, the “Company Related Parties”) relating to or arising out of this Agreement, any agreement executed in connection herewith or the transactions contemplated hereby and thereby for any matters forming the basis of such termination (except that the Parties (or their Affiliates) will remain obligated with respect to, and the Company may be entitled to remedies with respect to, the Confidentiality Agreements and Section 8.3(e), as applicable). Notwithstanding the foregoing, this Section 8.3(f)(i) will not relieve Parent, Merger Sub or the Guarantors from liability (1) for any fraud or Willful Breach of this Agreement (it being acknowledged and agreed that any failure by Parent or Merger Sub to consummate the Closing at any time at which the Company shall have the right to terminate this Agreement pursuant to Section 10.088.1(g) shall be deemed to be a Willful Breach by Parent and Merger Sub) or (2) for any breaches of the Confidentiality Agreements; provided that under no circumstances will the collective monetary damages payable by Parent, Merger Sub or any of their Affiliates for breaches (including any Willful Breach) under this Agreement (taking into account the payment of the Parent Termination Fee and Reimbursement Obligations pursuant to this Agreement), the Guaranties or the Equity Commitment Letters exceed an amount equal to $100,685,096 in the aggregate for all such breaches (the “Parent Liability Limitation”). In no event will any of the Company Related Parties seek or obtain, nor will they permit any of their Representatives or any other Person acting on their behalf to seek or obtain, nor will any Person be entitled to seek or obtain, any claim monetary recovery or award in excess of intentional fraud asserted the Parent Liability Limitation against (A) Parent, Merger Sub or any Guarantor; or (B) the former, current and future holders of any equity, controlling Persons, directors, officers, employees, agents, attorneys, Financing Sources, Affiliates (other than Parent, Merger Sub or any Guarantor), members, managers, general or limited partners, shareholders and assignees of each of Parent, Merger Sub and each Guarantor (the Persons in clauses (A) and (B) collectively, the “Parent Related Parties”), and in no event will the Company be entitled to seek or obtain consequential, special, indirect or punitive damages, in excess of the Parent Liability Limitation against the Person who committed Parent Related Parties for, or with respect to, this Agreement, the Financing Letters, the Guaranties or the transactions contemplated hereby and thereby (including, any breach by any Guarantor, Parent or Merger Sub), the termination of this Agreement, the failure to consummate the Merger or any claims or actions under applicable Law arising out of any such fraudbreach, termination or failure; provided that neither the foregoing nor any other provision of this Agreement shall preclude (x) any liability of the Financing Sources to Parent or Merger Sub under the Debt Commitment Letter or the definitive agreements relating to the Debt Financing, nor limit Parent or Merger Sub from seeking to recover any such damages or obtain equitable relief from or with respect to any Financing Source pursuant to the Debt Commitment Letter or the definitive agreements relating to the Debt Financing, (y) any liability of the Guarantors to the Company, Parent or Merger Sub under the Equity Commitment Letters, nor limit the Company, Parent or Merger Sub from seeking to recover any such damages or obtain equitable relief (including, for the avoidance of doubt, specific performance under the Equity Commitment Letters) from or with respect to any Guarantors pursuant to the Equity Commitment Letters or (z) any liability of the Guarantors to the Company under the Guaranty. Subject to the proviso in the immediately preceding sentence, other than the Guarantors’ obligations under the Guaranties and the Equity Commitment Letters and other than the obligations of Parent and Merger Sub to the extent expressly provided in this Agreement, in each caseno event will any Parent Related Party or any other Person other than any Guarantor, Parent and Merger Sub have any liability for monetary damages to the Company or any other Person relating to or arising out of this Agreement or the Merger. (ii) If this Agreement is terminated pursuant to Section 8.1, Parent’s receipt of the Company Termination Fee, to the extent owed pursuant to Section 8.3(b), the indemnification terms set forth in this Article 8 shall constitute Reimbursement Obligations and Parent’s right to seek specific performance pursuant to Section 9.8 will be the sole and exclusive remedy remedies of the parties heretoParent, Merger Sub, the Buyer Indemnified Parties Guarantors and the Seller Indemnified Parent Related Parties for any and all Losses or other claims relating to or arising from against the Company Related Parties in respect of this Agreement or the Contribution Agreement, including any agreement executed in any Schedule or certificate delivered hereunder or thereunder, connection herewith and the transactions contemplated hereby and thereby, the termination of this Agreement, the failure to consummate the Merger or thereby (other than with respect any claims or actions under applicable Law arising out of any breach, termination or failure. Upon payment of the Company Termination Fee, none of the Company Related Parties will have any further liability or obligation to any claims to of Parent, Merger Sub, any Guarantor, or the extent Parent Related Parties relating to or arising from the Intellectual Property License Agreement, the Trademark and Co-Use Agreement, the Transition Services Agreement, the Employee Services out of this Agreement, any Seller Release agreement executed in connection herewith or the transactions contemplated hereby and thereby for any Restrictive Covenant matters forming the basis of such termination. Parent’s receipt of the Company Termination Fee, to the extent owed pursuant to Section 8.3(b) will be the only monetary damages of Parent and Merger Sub and each of their respective Affiliates may recover from Company Related Parties in respect of this Agreement, which may be brought under such any agreement executed in accordance with the terms thereof), in each case 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, and the parties hereto hereby agree that no Person (and no Buyer Indemnified Party or Seller Indemnified Party) shall have any remedy or recourse with respect to any of the foregoing other than as expressly set forth in this Article 8 (and subject to the limitations and terms set forth in this Article 8). (b) The parties hereto acknowledge and agree, on their behalf and on behalf of the Buyer Indemnified Parties and Seller Indemnified Parties, that from and after the Closing no Indemnitee may avoid the limitation on liability set forth in this Article 8 by (x) seeking damages for breach of contract, tort or pursuant to any other theory of liability outside of the indemnification provisions set forth herein, all of which are hereby waived, or (y) asserting or threatening any claim against any Person that is not a party hereto for breaches of the representations, warranties, covenants and agreements contained in this Agreement. The parties hereto agree that the provisions in this Agreement relating to indemnification, and the limits imposed on the remedies of the parties hereto (and the Buyer Indemnified Parties and Seller Indemnified Parties) with respect to this Agreement and the Contribution Agreement, including in any Schedule or certificate hereunder or thereunder, connection herewith and the transactions contemplated hereby or and thereby, were specifically bargained the termination of this Agreement, the failure to consummate the Merger or any claims or actions under applicable Law arising out of any such breach, termination or failure, and upon payment of such amount, (1) none of the Company Related Parties will have any further liability or obligation to Parent or Merger Sub relating to or arising out of this Agreement, any agreement executed in connection herewith or the transactions contemplated hereby and thereby or any matters forming the basis of such termination (except that the Parties (or their Affiliates) will remain obligated with respect to, and Parent may be entitled to remedies with respect to, the Confidentiality Agreements and Section 8.3(e), as applicable); and (2) none of Parent, Merger Sub or any other Person will be entitled to bring or maintain any claim, action or proceeding against the Company or any Company Related Party arising out of this Agreement, any agreement executed in connection herewith or the transactions contemplated hereby and thereby or any matters forming the basis for between sophisticated parties such termination (except that the Parties (or their Affiliates) will remain obligated with respect to, and were specifically taken into account the Company may be entitled to remedies with respect to, the Confidentiality Agreements, Section 8.3(a) and Section 8.3(e), as applicable). Notwithstanding the foregoing, this Section 8.3(f)(ii) will not relieve the Company Group from liability (1) for any Willful Breach of this Agreement or (2) for any breaches of the Confidentiality Agreements. (iii) Each of the Parties hereto acknowledges that any amount payable by the Company or Parent pursuant to this Section 8.3, including the Company Termination Fee and the Parent Termination Fee, does not constitute a penalty, but rather shall constitute liquidated damages in a reasonable amount that will compensate a party for the disposition of its rights under this Agreement in the determination of the circumstances in which such amounts are due and payable, which amounts would otherwise be impossible to be paid to Seller hereundercalculate with precision.

Sole and Exclusive Remedy. (a) From Should the Closing occur (i) the sole and exclusive remedies of Eclipsys and Merger Sub for any breach or inaccuracy of the representations and warranties and covenants of Premise and the Major Stockholders under this Agreement and any other Transaction Documents (except to the extent expressly provided in such Transaction Documents), whether such claims be in contract, tort or otherwise, shall be the remedies provided in this Article VII, and Eclipsys and Merger Sub hereby waive, from and after the Closing, without limitation any and all other remedies which may be available at law or equity for any breach or inaccuracy or alleged breach or inaccuracy of the rights representations and warranties and covenants of Premise and the parties hereto pursuant to Article 1Major Stockholders hereunder, except for (i) in the case of the Buyer Indemnified Parties as provided in the Representation and Warranty Insurance Policy, (ii) the right Stockholders’ sole and exclusive remedies for any breach or inaccuracy of a party the representations and warranties and covenants of Eclipsys and Merger Sub under this Agreement and any other Transaction Documents (except to pursue specific performance pursuant to Section 12.16 and (iii) subject to Section 10.08the extent expressly provided in such Transaction Documents), any claim of intentional fraud asserted against whether such claims be in contract, tort or otherwise, shall be the Person who committed such fraud, in each case, the indemnification terms set forth remedies provided in this Article 8 VII, and each of the Stockholders, to the fullest extent permitted by law, hereby waives, and by approval hereof by the Stockholders, shall constitute be deemed to have waived, from and after the Closing, any and all other remedies which may be available at law or equity for any breach or inaccuracy or alleged breach or inaccuracy of the representations and warranties and covenants of Eclipsys and Merger Sub hereunder. If the Closing does not occur, the sole and exclusive remedy of the parties hereto, the Buyer Indemnified Parties and the Seller Indemnified Parties for any and all Losses or other claims relating to or arising from this Agreement or the Contribution Agreement, including shall be as set forth in any Schedule or certificate delivered hereunder or thereunderSection 9.5, and the transactions contemplated hereby or thereby (other than with respect to any claims to the extent relating to or arising from the Intellectual Property License Agreement, the Trademark and Co-Use Agreement, the Transition Services Agreement, the Employee Services Agreement, any Seller Release or any Restrictive Covenant Agreement, which may be brought under such agreement in accordance with the terms thereof), in each case regardless provisions 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, and the parties hereto hereby agree that no Person (and no Buyer Indemnified Party or Seller Indemnified Party) shall have any remedy or recourse with respect to any of the foregoing other than as expressly set forth in this Article 8 (and subject to the limitations and terms set forth in this Article 8)VII shall be inapplicable. (b) The parties hereto acknowledge and agreeNothing in this Article VII shall (i) limit the right of any party to seek injunctive or other equitable relief for any breach or alleged or threatened breach of any covenant in this Agreement or any other Transaction Document, on their behalf and on behalf provided that the exercise of any equitable relief shall be subject to Section 11.11, or (ii) limit the rights of the Buyer Indemnified Parties Major Stockholders to seek any remedies with respect to Fraud by Eclipsys, or Eclipsys to seek any remedies with respect to Stockholder Fraud in connection herewith or transactions contemplated hereby (including limiting the time such claims can be made, or making such claims subject to any deductibles set forth herein). (c) For the avoidance of doubt, the concept of “indemnity” as used in this Article VII is intended to include claims between or among the parties to this Agreement and Seller Indemnified Partiesnot involving any third-party, that from as well as Third-Party Claims, and after the Closing no Indemnitee may avoid the limitation on liability set forth in this Article 8 by (x) seeking damages Section 7.9 of remedies for breach or inaccuracies of representations and warranties under this Agreement is not intended to preclude claims between or among the parties, including but not limited to claims for breach of contractcontract or Fraud, tort or pursuant to any other theory of liability outside of the indemnification provisions set forth hereinwhich claims are, all of which are hereby waivedhowever, or (y) asserting or threatening any claim against any Person that is not a party hereto for breaches of the representations, warranties, covenants and agreements contained in this Agreement. The parties hereto agree that the provisions in this Agreement relating to indemnification, and the limits imposed on the remedies of the parties hereto (and the Buyer Indemnified Parties and Seller Indemnified Parties) with respect to this Agreement and the Contribution Agreement, including in any Schedule or certificate hereunder or thereunder, and the transactions contemplated hereby or thereby, were specifically bargained for between sophisticated parties and were specifically taken into account in the determination of the amounts intended to be paid to Seller hereundergoverned by this Article VII.

Sole and Exclusive Remedy. (a) From and after the Closing, without limitation of the rights of the parties hereto pursuant to Article 1, except for (i) Notwithstanding anything herein to the contrary, but without limitation to the Company’s right in the case respect of the Buyer Indemnified Parties as provided in the Representation and Warranty Insurance Policy, (ii) the right of a party to pursue specific performance pursuant to Section 12.16 and (iii) subject to Section 10.08, any claim of intentional fraud asserted against the Person who committed such fraud, in each case‎9.8(b), the indemnification terms and reimbursement obligations specifically set forth in this Article 8 Agreement (including Section ‎6.6(e) and Section ‎6.6(f)) and the terms of the Equity Commitment Letter and Guaranty and any rights under the Confidentiality Agreement, the Company agrees that, upon any termination of this Agreement under circumstances where the Parent Termination Fee is payable by Parent pursuant to this Section ‎8.3 and such Parent Termination Fee and, any applicable Enforcement Costs and any applicable indemnification and reimbursement obligations specifically set forth in this Agreement (including Section ‎6.6(e) and Section ‎6.6(f)) are paid in full, the receipt by the Company of the Parent Termination Fee, any applicable Enforcement Costs and any applicable indemnification and reimbursement obligations specifically set forth in this Agreement (including Section ‎6.6(e) and Section ‎6.6(f)) shall constitute be deemed to be liquidated damages and the sole and exclusive remedy of the parties heretoCompany in connection with this Agreement or the transactions contemplated hereby and the Company shall not seek to obtain any recovery, judgment, or damages of any kind, including consequential, indirect, or punitive damages, against Parent Related Parties or their respective Representatives in connection with the Transactional Matters, including any breach of this Agreement (including any willful breach). Notwithstanding anything to the contrary in this Agreement, if Parent or Merger Sub breaches this Agreement (whether willfully, intentionally, unintentionally or otherwise) and the Parent Termination Fee is payable pursuant to Section ‎8.3(c), then, except for the right to seek specific performance in accordance with and subject to the terms and conditions of Section ‎9.8(b), the Buyer Indemnified Parties sole and exclusive monetary remedies (whether at law, in equity, in contract, in tort or otherwise) against any Parent Related Party for any breach (whether willfully, intentionally, unintentionally or otherwise), loss, damage or failure to perform under (whether willfully, intentionally, unintentionally or otherwise), this Agreement or any certificate or document delivered in connection herewith or otherwise or in respect of any oral representation made or alleged to have been made in connection herewith or therewith shall be to receive payment of the Parent Termination Fee, and, if applicable, the Enforcement Costs and the Seller Indemnified indemnification and reimbursement obligations specifically set forth in this Agreement (including Section ‎6.6(e) and Section ‎6.6(f)), and upon payment of such amounts, none of the Parent Related Parties for any and all Losses shall have further liability or other claims obligation relating to or arising from out of this Agreement (whether in equity or at law, in contract, in tort or otherwise, and whether by or through attempted piercing of the corporate, limited liability company or partnership veil, by or through a claim by or on behalf of a Party or another Person or otherwise). Each party acknowledges and agrees that in no event shall Parent be required to pay the Parent Termination Fee on more than one occasion. So long as this Agreement shall not have been terminated, the Company shall be entitled to pursue both a grant of specific performance under Section ‎9.8(b) and the payment of the Parent Termination Fee and any applicable Enforcement Costs and indemnification and reimbursement obligations specifically set forth in this Agreement (including Section ‎6.6(e) and Section ‎6.6(f)), but under no circumstances shall the Company be permitted or entitled to receive both a grant of specific performance under Section ‎9.8(b) requiring Parent to consummate the Merger and payment of the Parent Termination Fee and any applicable Enforcement Costs. (ii) Notwithstanding anything herein to the contrary, Parent and Merger Sub agree that, upon any termination of this Agreement under circumstances where the Company Termination Fee is payable by the Company pursuant to this Section ‎8.3 and such Company Termination Fee is paid in full, the receipt by Parent of the Company Termination Fee shall be deemed to be liquidated damages and the sole and exclusive remedy of Parent and Merger Sub in connection with this Agreement or the Contribution Agreement, including in any Schedule or certificate delivered hereunder or thereunder, and the transactions contemplated hereby and neither Parent nor Merger Sub shall seek to obtain any recovery, judgment, or thereby damages of any kind, including consequential, indirect, or punitive damages, against the Company Related Parties or their respective Representatives in connection with any Transactional Matters, including any breach of this Agreement (other than with respect to including any claims willful breach). Notwithstanding anything to the extent contrary in this Agreement, if the Company breaches this Agreement (whether willfully, intentionally, unintentionally or otherwise) and the Company Termination Fee is payable pursuant to Section ‎8.3(b), then, except for the right to seek specific performance in accordance with and subject to the terms and conditions of Section ‎9.8(b), the sole and exclusive monetary remedies (whether at law, in equity, in contract, in tort or otherwise) against any Company Related Party for any breach (whether willfully, intentionally, unintentionally or otherwise), loss, damage or failure to perform under (whether willfully, intentionally, unintentionally or otherwise), this Agreement or any certificate or document delivered in connection herewith or otherwise or in respect of any oral representation made or alleged to have been made in connection herewith or therewith shall be to receive payment of the Company Termination Fee, and, if applicable, the Enforcement Costs and the indemnification and reimbursement obligations specifically set forth in this Agreement, and upon payment of such amounts, none of the Company Related Parties shall have further liability or obligation relating to or arising from the Intellectual Property License Agreement, the Trademark and Co-Use Agreement, the Transition Services Agreement, the Employee Services Agreement, any Seller Release out of this Agreement (whether in equity or any Restrictive Covenant Agreement, which may be brought under such agreement in accordance with the terms thereof)at law, in each case regardless of the legal theory under which such liability or obligation may be sought to be imposedcontract, whether sounding in contract or tort, or whether at law or in equity, tort or otherwise, and the parties hereto hereby agree that no Person (and no Buyer Indemnified Party whether by or Seller Indemnified Party) shall have any remedy or recourse with respect to any through attempted piercing of the foregoing other than as expressly set forth in this Article 8 (and subject to the limitations and terms set forth in this Article 8). (b) The parties hereto acknowledge and agreecorporate, on their behalf and limited liability company or partnership veil, by or through a claim by or on behalf of a Party or another Person or otherwise). Each party acknowledges and agrees that in no event shall the Buyer Indemnified Parties and Seller Indemnified Parties, that from and after Company be required to pay the Closing no Indemnitee may avoid the limitation Company Termination Fee on liability set forth in this Article 8 by (x) seeking damages for breach of contract, tort or pursuant to any other theory of liability outside of the indemnification provisions set forth herein, all of which are hereby waived, or (y) asserting or threatening any claim against any Person that is not a party hereto for breaches of the representations, warranties, covenants and agreements contained in this Agreement. The parties hereto agree that the provisions in this Agreement relating to indemnification, and the limits imposed on the remedies of the parties hereto (and the Buyer Indemnified Parties and Seller Indemnified Parties) with respect to this Agreement and the Contribution Agreement, including in any Schedule or certificate hereunder or thereunder, and the transactions contemplated hereby or thereby, were specifically bargained for between sophisticated parties and were specifically taken into account in the determination of the amounts to be paid to Seller hereundermore than one occasion.

Sole and Exclusive Remedy. (a) From and after the Closing, without limitation of the rights of the parties hereto pursuant to Article 1, except for (i) in Without limiting the case Company’s right to seek an order of the Buyer Indemnified Parties as provided in the Representation and Warranty Insurance Policy, (ii) the right of a party to pursue specific performance against Parent and Merger Sub prior to the termination of this Agreement as permitted by and subject to the requirements of Section 8.6, if this Agreement is validly terminated pursuant to Section 12.16 7.1, the Company’s receipt of the Applicable Parent Termination Fee to the extent payable pursuant to Section 7.3(c) (including the Company’s right to enforce the Limited Guarantee with respect thereto and receive the Applicable Parent Termination Fee from the Guarantors), receipt of the Enforcement Expenses to the extent payable pursuant to Section 7.3(e) (iii) subject to the Enforcement Expenses Cap) and receipt of the Reimbursement Obligations to the extent payable pursuant to Section 10.08, any claim of intentional fraud asserted against the Person who committed such fraud, in each case, the indemnification terms set forth in this Article 8 shall 5.7(d) constitute the sole and exclusive remedy remedies of the parties heretoCompany and the Company-Related Parties against the Parent-Related Parties arising out of or in connection with this Agreement, the Buyer Indemnified Parties and Commitment Letters, the Seller Indemnified Parties for Limited Guarantee, any and all Losses other agreement or other claims relating to document executed in connection herewith or arising from this Agreement or the Contribution Agreement, including in any Schedule or certificate delivered hereunder or thereunder, therewith and the transactions contemplated hereby and thereby, the termination of this Agreement, the failure to consummate the Transactions or thereby (other than with respect to any claims or actions under applicable Legal Requirements arising out of or in connection with any breach, termination or failure of any of the foregoing or any matter forming the basis thereof. Other than payment of the Applicable Parent Termination Fee to the extent payable pursuant to Section 7.3(c) and any Enforcement Expenses to the extent payable by Parent pursuant to Section 7.3(e) (subject to the Enforcement Expenses Cap), none of the Parent-Related Parties will have any further liability or obligation (whether at law or equity, or in contract or tort or otherwise) to any of (A) the Company and its Affiliates or (B) the former, current or future holders of any equity, controlling Persons, directors, officers, employees, agents, attorneys, Affiliates, members, managers, general or limited partners, stockholders, successors and assignees of any of the Company or its Affiliates (the Persons in clauses (A) and (B) collectively, the “Company-Related Parties”) in connection with, relating to or arising from the Intellectual Property License out of this Agreement, the Trademark Commitment Letters, the Limited Guarantee, any other agreement or document executed in connection herewith or therewith and Co-Use the transactions contemplated hereby and thereby, the termination of this Agreement, the Transition Services Agreementfailure to consummate the Transactions or any claims or actions under applicable Legal Requirements arising out of or in connection with any breach, termination or failure of any of the foregoing or any matter forming the basis thereof (except that the Parties (or their respective Affiliates) will remain obligated with respect to, and the Company may be entitled to remedies with respect to, the Employee Services Agreement, any Seller Release or any Restrictive Covenant Agreement, which may be brought under such agreement Confidentiality Agreement from and after the date thereof in accordance with the terms thereof), in each case regardless of the legal theory under which such liability and no Company-Related Party will be entitled to seek or obligation may be sought to be imposed, whether sounding in contract obtain any monetary recovery or tort, or award (whether at law or in equity, or in contract or tort or otherwise) from any Parent-Related Party relating to or arising out of this Agreement, the Commitment Letters, the Limited Guarantee, any other agreement or document executed in connection herewith or therewith and the parties hereto transactions contemplated hereby agree that no Person (and no Buyer Indemnified Party thereby, the termination of this Agreement, the failure to consummate the Transactions or Seller Indemnified Party) shall have any remedy claims or recourse actions under applicable Legal Requirements arising out of or in connection with respect to any breach, termination or failure of any of the foregoing or any matter forming the basis thereof. Notwithstanding the foregoing, this Section 7.3(f)(i) will not relieve Parent or Merger Sub from any liability for any breaches of the Confidentiality Agreement; provided that under no circumstances will (x) the collective monetary damages or other than as expressly set forth amounts payable by or liability of the Parent-Related Parties for breaches (including any Willful Breach or Fraud) in connection with, relating to or arising out of this Article 8 Agreement (and including any payment of the Applicable Parent Termination Fee or the Enforcement Expenses (subject to the limitations Enforcement Expenses Cap) or the Reimbursement Obligations, in each case pursuant to this Agreement) exceed an aggregate amount for all such breaches equal to the amount of the Applicable Parent Termination Fee plus the Reimbursement Obligations to the extent payable pursuant to Section 5.7(d) plus the Enforcement Expenses to the extent payable by Parent pursuant to Section 7.3 (subject to the Enforcement Expenses Cap) (the “Parent Liability Limitation”) and terms set forth in (y) the Company or any Company-Related Party be entitled to receive both damages under this Article 8). (b) The parties hereto acknowledge Agreement and agreethe Applicable Parent Termination Fee. In no event will any of the Company-Related Parties seek or obtain, nor will they permit any of their Representatives or any other Person acting on their behalf and on behalf to seek or obtain, nor will any Person be entitled to seek or obtain, any monetary recovery or award in excess of the Buyer Indemnified Parties and Seller Indemnified Parties, that from and after the Closing no Indemnitee may avoid the limitation on liability set forth in this Article 8 by Parent Liability Limitation against (x) seeking damages for breach of contractParent, tort Merger Sub, the Guarantors, the Equity Financing Parties or pursuant to any other theory of liability outside of the indemnification provisions set forth herein, all of which are hereby waivedDebt Financing Sources, or (y) asserting the former, current and future holders of any equity, controlling Persons, directors, officers, employees, agents, attorneys, Affiliates (other than Parent, Merger Sub, the Guarantors, the Equity Financing Parties or threatening the Debt Financing Sources), members, managers, general or limited partners, stockholders, successors and assignees of each of Parent, Merger Sub and the Guarantors (the Persons in clauses (x) and (y) collectively, the “Parent-Related Parties”), and, in no event will any claim against Company-Related Party be entitled to seek or obtain any Person that is not a party hereto for breaches monetary damages of any kind, including consequential, special, indirect or punitive damages, in excess of the representationsParent Liability Limitation (including in the case of Willful Breach or Fraud) against the Parent-Related Parties for, warrantiesor with respect to, covenants and agreements contained in this Agreement. The parties hereto agree that , the provisions Commitment Letters, the Limited Guarantee, any other agreement or document executed in this Agreement relating to indemnification, and the limits imposed on the remedies of the parties hereto (and the Buyer Indemnified Parties and Seller Indemnified Parties) with respect to this Agreement and the Contribution Agreement, including in any Schedule connection herewith or certificate hereunder or thereunder, therewith and the transactions contemplated hereby or and thereby, were specifically bargained the termination of this Agreement, the failure to consummate the Transactions or any claims or actions under applicable Legal Requirements arising out of or in connection with any breach, termination or failure of any of the foregoing or any matter forming the basis thereof. Other than the Guarantors’ obligations under the Limited Guarantee and the Equity Financing Parties’ obligations under the Equity Commitment Letter and other than the obligations of Parent and Merger Sub to the extent expressly provided in this Agreement, in no event will any Parent-Related Party or any other Person other than the Guarantors, Equity Financing Parties, Parent and Merger Sub have any liability for between sophisticated parties monetary damages to the Company or any other Person relating to or arising out of this Agreement or the Merger or the Transactions. (ii) Without limiting Parent’s and were specifically taken into account Merger Sub’s right to seek an order of specific performance against the Company prior to the termination of this Agreement as permitted by and subject to the requirements of Section 8.6, if this Agreement is validly terminated pursuant to Section 7.1, Parent’s receipt of the Company Termination Fee to the extent payable pursuant to Section 7.3(b) and the Enforcement Expenses to the extent payable pursuant to Section 7.3(e) (subject to the Enforcement Expenses Cap) constitute the sole and exclusive remedies of Parent, Merger Sub, the Guarantors and the Parent-Related Parties against the Company-Related Parties arising out of or in connection with this Agreement, any agreement or document executed in connection herewith and the transactions contemplated hereby and thereby, the termination of this Agreement, the failure to consummate the Transactions or any claims or actions under applicable Legal Requirements arising out of or in connection with any breach, termination, or failure of any of the foregoing or any matter forming the basis thereof. Upon payment of the Company Termination Fee to the extent payable pursuant to Section 7.3(b) and any Enforcement Expenses to the extent payable pursuant to Section 7.3(e) (subject to the Enforcement Expenses Cap) none of the Company-Related Parties will have any further liability or obligation (whether at law or equity, or in contract or tort or otherwise) to Parent or Merger Sub in connection with, relating to or arising out of this Agreement or any other agreement or document executed in connection herewith and the transactions contemplated hereby and thereby, the termination of this Agreement, the failure to consummate the Transactions or any claims or actions under applicable Legal Requirements arising out of or in connection with any breach, termination or failure of any of the foregoing or any matter forming the basis thereof (except that the Parties (or their respective Affiliates) will remain obligated with respect to, and Parent may be entitled to remedies with respect to, the Confidentiality Agreement from and after the date thereof in accordance with the terms thereof); and none of Parent, Merger Sub or any other Person will be entitled to seek or obtain any monetary recovery or award (whether at law or equity, or in contract or tort or otherwise) from any Company-Related Party arising out of this Agreement, any agreement or document executed in connection herewith or the transactions contemplated hereby and thereby, the termination of this Agreement, the failure to consummate the Transactions or any claims or actions under applicable Legal Requirements arising out of or in connection with any breach, termination or failure of any of the foregoing or any matter forming the basis thereof. Notwithstanding the foregoing, this Section 7.3(f)(ii) will not relieve the Acquired Companies from liability if this Agreement is validly terminated by either Party in circumstances where the Company Termination Fee is not payable pursuant to Section 7.3(b) (1) for any Willful Breach of this Agreement prior to such termination or (2) for any breaches of the Confidentiality Agreement; provided, that under no circumstances will (x) the collective monetary damages or other amounts payable by or liability of the Company-Related Parties for breaches (including any Willful Breach or Fraud) in connection with, relating to or arising out of this Agreement (including any payment of the Company Termination Fee, or the Enforcement Expenses (subject to the Enforcement Expenses Cap), in each case pursuant to this Agreement) exceed an aggregate amount for all such breaches equal to the amount of the Company Termination Fee plus the Enforcement Expenses to the extent payable by the Company pursuant to Section 7.3 (subject to the Enforcement Expenses Cap) (the “Company Liability Limitation”) or (y) Parent, Merger Sub or any Parent-Related Party be entitled to receive both damages under this Agreement and the Company Termination Fee. In no event will any of the Parent-Related Parties seek or obtain, nor will they permit any of their Representatives or any other Person acting on their behalf to seek or obtain, nor will any Person be entitled to seek or obtain, any monetary recovery or award in excess of the Company Liability Limitation against any of the Company-Related Parties, and in no event will Parent or Merger Sub be entitled to seek or obtain any monetary damages of any kind, including consequential, special, indirect or punitive damages, in excess of the Company Liability Limitation (including in the determination case of Willful Breach or Fraud) against the Company-Related Parties for, or with respect to, this Agreement, any other agreement or document executed in connection herewith and the transactions contemplated hereby and thereby, the termination of this Agreement, the failure to consummate the Transactions or any claims or actions under applicable Legal Requirements arising out of or in connection with any breach, termination or failure of any of the foregoing or any matter forming the basis thereof. Other than the obligations of the Company to the extent expressly provided in this Agreement, in no event will any Company-Related Party or any other Person other than the Company have any liability for monetary damages to Parent, Merger Sub or any other Person relating to or arising out of this Agreement or the Merger or the Transactions. (iii) Each of the Parties acknowledges that any amount payable by the Company or Parent pursuant to this Section 7.3, including the Company Termination Fee, or the Applicable Parent Termination Fee does not constitute a penalty, but rather shall constitute liquidated damages in a reasonable amount that will compensate a Party for the disposition of its rights under this Agreement in the circumstances in which such amounts are due and payable, which amounts would otherwise be impossible to be paid to Seller hereundercalculate with precision.

Sole and Exclusive Remedy. (a) From and after the Closing, without limitation of the rights of the parties hereto pursuant to Article 1, except for (i) in the case of the Buyer Indemnified Parties as provided in the Representation and Warranty Insurance Policy, (ii) the right of a party Party to pursue specific performance pursuant to Section 12.16 12.19 and (iiiii) subject to Section 10.08, any claim of intentional fraud asserted against the Person who committed such fraud, in each caseFraud or Intentional Breach, the indemnification terms set forth in this Article 8 VIII shall constitute the sole and exclusive remedy of the parties hereto, Parties (and the Buyer Parent Indemnified Parties and the Seller Securityholder Indemnified Parties Parties) for (1) any and all Losses or other claims relating to or arising from this Agreement or in connection with the Contribution Agreementtransactions contemplated hereby, including in any exhibit, Schedule or certificate delivered hereunder or thereunderhereunder, and the transactions contemplated hereby or thereby (2) any other than with respect to any claims matter relating to the extent Company, the operation of its business, or any other transaction or state of facts relating to or arising from the Intellectual Property License Agreement, the Trademark and Co-Use Agreement, the Transition Services Agreement, the Employee Services Agreement, any Seller Release or any Restrictive Covenant Agreement, which may be brought under such agreement in accordance with the terms thereof), in each case Company 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 Law or in equity, or otherwise, and the parties hereto Parties hereby agree that no Person Party (and no Buyer Parent Indemnified Party or Seller Securityholder Indemnified Party) shall have any remedy or recourse with respect to any of the foregoing other than as expressly set forth in this Article 8 VIII (and subject to the limitations and terms set forth in this Article 8)VIII). (b) The parties hereto Parties acknowledge and agree, on their behalf and on behalf of the Buyer Parent Indemnified Parties and Seller the Securityholder Indemnified Parties, that from and after the Closing no Indemnitee may avoid the limitation on liability set forth in this Article 8 VIII by (x) seeking damages for breach of contract, tort or pursuant to any other theory of liability outside of the indemnification provisions set forth hereinliability, all of which are hereby waived, or (y) asserting or threatening any claim against any Person that is not a party hereto Party for breaches of the representations, warranties, covenants and agreements contained in this Agreement. The parties Parties hereto agree that the provisions in this Agreement relating to indemnification, and the limits imposed on the remedies of the parties hereto (and the Buyer Indemnified Parties and Seller Indemnified Parties) with respect to this Agreement and the Contribution Agreement, including in any Schedule or certificate hereunder or thereunder, and the transactions contemplated hereby or therebyhereby, were specifically bargained for between sophisticated parties and were specifically taken into account in the determination of the amounts to be paid to Seller the Securityholders hereunder.

Sole and Exclusive Remedy. (a) From and after the Closing, without limitation of the rights of the parties hereto pursuant to Article 1, except for (i) The Company’s receipt of the Antitrust Termination Fee to the extent due and payable (and fully paid) pursuant to Section 8.3(b)(iv) will be the only amount that the Company Related Parties may recover from the Parent Related Parties in respect of any termination of this Agreement by (A) the Company or Parent pursuant to Section 8.1(c) or (B) the Company or Parent pursuant to Section 8.1(b), in either case of the Buyer Indemnified Parties preceding clause (A) or clause (B), as provided in the Representation and Warranty Insurance Policy, (ii) the right a result of a party Restraint with respect to pursue specific performance an Antitrust Law, to the extent the Antitrust Termination Fee is payable pursuant to Section 12.16 8.3(b)(iv), and upon payment of such amount, (iii1) subject to Section 10.08, any claim of intentional fraud asserted against the Person who committed such fraud, in each case, the indemnification terms set forth in this Article 8 shall constitute the sole and exclusive remedy none of the parties hereto, Parent Related Parties will have any further liability or obligation to the Buyer Indemnified Company Related Parties and the Seller Indemnified Parties for any and all Losses or other claims relating to or arising from out of this Agreement, any agreement executed in connection herewith or the transactions contemplated hereby and thereby or any matters forming the basis of such termination (except that the Parties (or their Affiliates) will remain obligated with respect to the Confidentiality Agreement, Section 6.6(e), Section 6.6(f), Section 8.3(a) and Section 8.3(d), as applicable); and (2) none of the Company Related Parties or any other Person will be entitled to bring or maintain any claim, action or proceeding against the Buyer Parties or any Parent Related Party arising out of this Agreement, any agreement executed in connection herewith or the transactions contemplated hereby and thereby or any matters forming the basis for such termination (except that the Parties (or their Affiliates) will remain obligated with respect to the Confidentiality Agreement, Section 6.6(e), Section 6.6(f), Section 8.3(a) and Section 8.3(d), as applicable). Under no circumstances will the collective monetary damages payable by the Buyer Parties or any of their Affiliates for breaches under this Agreement or the Contribution Guarantee exceed an amount equal to $69,898,089 plus the Reimbursement Obligations in the aggregate for all such breaches (the “Parent Liability Limitation”). In no event will any of the Company Related Parties seek or obtain, nor will they permit any of their Representatives or any other Person acting on their behalf to seek or obtain, nor will any Person be entitled to seek or obtain, any monetary recovery or monetary award in excess of the Parent Liability Limitation against (A) the Buyer Parties or the Guarantor; or (B) the former, current and future holders of any equity, controlling persons, directors, officers, employees, agents, attorneys, Financing Sources, Affiliates (other than the Buyer Parties or the Guarantor), members, managers, general or limited partners, stockholders and assignees of each of the Buyer Parties and the Guarantor (the Persons in clauses (A) and (B) collectively, the “Parent Related Parties”), and in no event will the Company Group be entitled to seek or obtain any monetary damages of any kind, including consequential, special, indirect or punitive damages, in excess of the Parent Liability Limitation against the Parent Related Parties for, or with respect to, this Agreement, the Guarantee or the transactions contemplated hereby and thereby (including any breach by the Guarantor or the Buyer Parties), the termination of this Agreement, the failure to consummate the Merger or any claims or actions under applicable law arising out of any such breach, termination or failure; provided that the foregoing shall not preclude any liability of the Financing Sources to the Company or the Buyer Parties under the definitive agreements relating to the Debt Financing, nor limit the Company or the Buyer Parties from seeking to recover any such damages or obtain equitable relief from or with respect to any Financing Source pursuant to the definitive agreements relating to the Debt Financing. Other than the Guarantor’s obligations under the Guarantee and other than the Buyer Parties’ obligations under this Agreement, in no event will any Schedule Parent Related Party or certificate delivered hereunder any other Person other than the Guarantor and the Buyer Parties have any liability for monetary damages to the Company or thereunderany other Person relating to or arising out of this Agreement or the Merger. (ii) Parent’s receipt of the Company Termination Fee to the extent due and payable (and fully paid) pursuant to Section 8.3(b) will be the only amount that the Buyer Parties and each of their respective Affiliates may recover from (A) the Company Group and its Affiliates; and (B) the former, current and future holders of any equity, controlling persons, directors, officers, employees, agents, attorneys, Affiliates, members, managers, general or limited partners, shareholders and assignees of each member of the Company Group and its Affiliates (the Persons in clauses (A) and (B) collectively, the “Company Related Parties”) in respect of this Agreement, any agreement executed in connection herewith and the transactions contemplated hereby and thereby, the termination of this Agreement, the failure to consummate the Merger or thereby (other than with respect to any claims or actions under applicable law arising out of any such breach, termination or failure, and upon payment of such amount, (1) none of the Company Related Parties will have any further liability or obligation to the extent Buyer Parties relating to or arising from the Intellectual Property License Agreement, the Trademark and Co-Use Agreement, the Transition Services Agreement, the Employee Services out of this Agreement, any Seller Release agreement executed in connection herewith or any Restrictive Covenant Agreement, which may be brought under such agreement in accordance with the terms thereof), in each case 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, and the parties hereto hereby agree that no Person (and no Buyer Indemnified Party or Seller Indemnified Party) shall have any remedy or recourse with respect to any of the foregoing other than as expressly set forth in this Article 8 (and subject to the limitations and terms set forth in this Article 8). (b) The parties hereto acknowledge and agree, on their behalf and on behalf of the Buyer Indemnified Parties and Seller Indemnified Parties, that from and after the Closing no Indemnitee may avoid the limitation on liability set forth in this Article 8 by (x) seeking damages for breach of contract, tort or pursuant to any other theory of liability outside of the indemnification provisions set forth herein, all of which are hereby waived, or (y) asserting or threatening any claim against any Person that is not a party hereto for breaches of the representations, warranties, covenants and agreements contained in this Agreement. The parties hereto agree that the provisions in this Agreement relating to indemnification, and the limits imposed on the remedies of the parties hereto (and the Buyer Indemnified Parties and Seller Indemnified Parties) with respect to this Agreement and the Contribution Agreement, including in any Schedule or certificate hereunder or thereunder, and the transactions contemplated hereby and thereby or therebyany matters forming the basis of such termination (except that the Parties (or their Affiliates) will remain obligated with respect to the Confidentiality Agreement, were specifically bargained Section 8.3(a) and Section 8.3(d), as applicable); and (2) none of the Buyer Parties or any other Person will be entitled to bring or maintain any claim, action or proceeding against the Company or any Company Related Party arising out of this Agreement, any agreement executed in connection herewith or the transactions contemplated hereby and thereby or any matters forming the basis for between sophisticated parties such termination (except that the Parties (or their Affiliates) will remain obligated with respect to the Confidentiality Agreement, Section 8.3(a) and were specifically taken Section 8.3(d), as applicable). Under no circumstances will the collective monetary damages payable by the Company for breaches under this Agreement (taking into account the payment of the Company Termination Fee pursuant to this Agreement) exceed $29,956,324 in the determination aggregate for all such breaches (plus any obligations pursuant to Section 8.3(d)) (the “Company Liability Limitation”). In no event will any of the amounts Parent Related Parties seek or obtain, nor will they permit any of their Representatives or any other Person acting on their behalf to seek or obtain, nor will any Person be paid entitled to Seller hereunderseek or obtain, any monetary recovery or award in excess of the Company Liability Limitation against any of the Company Related Parties, and in no event will the Buyer Parties be entitled to seek or obtain any monetary damages of any kind, including consequential, special, indirect or punitive damages, in excess of the Company Liability Limitation against the Company Related Parties for, or with respect to, this Agreement or the Merger, the termination of this Agreement, the failure to consummate the Merger or any claims or actions under applicable law arising out of any such breach, termination or failure.

Sole and Exclusive Remedy. (a) From and after the Closing, except for the right of a Party to pursue specific performance pursuant to Section 12.19 (and without limitation of any such right) and subject to and without limitation of the rights of the parties hereto Parties pursuant to Article 1, except for (i) in the case of the Buyer Indemnified Parties as provided in the Representation II and Warranty Insurance Policy, (ii) the right of a party to pursue specific performance pursuant to Section 12.16 and (iii) subject to Section 10.08, any claim of intentional fraud asserted against the Person who committed such fraud, in each case10.03, the indemnification terms set forth in this Article 8 VIII shall constitute the sole and exclusive remedy of the parties hereto, Parties (and the Buyer Parent Indemnified Parties and the Seller Securityholder Indemnified Parties Parties) for (1) any and all Losses or other claims relating to or arising from this Agreement or in connection with the Contribution Agreementtransactions contemplated hereby, including in any exhibit, Schedule or certificate delivered hereunder or thereunderhereunder, and the transactions contemplated hereby or thereby (2) any other than with respect matter relating to any claims of the Company, its Subsidiaries, the operation of their respective businesses, or any other transaction or state of facts relating to the extent relating to or arising from the Intellectual Property License Agreement, the Trademark and Co-Use Agreement, the Transition Services Agreement, the Employee Services Agreement, any Seller Release Company or any Restrictive Covenant Agreementof its Subsidiaries (including any common law or statutory rights or remedies for environmental, which may be brought under such agreement in accordance with the terms thereofhealth or safety matters), in each case 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 Law or in equity, or otherwise, and the parties hereto Parties hereby agree that no Person Party (and no Buyer Parent Indemnified Party or Seller Securityholder Indemnified Party) shall have any remedy or recourse with respect to any of the foregoing other than as expressly set forth in this Article 8 VIII (and subject to the limitations and terms set forth in this Article 8)VIII). (b) The parties hereto Parties acknowledge and agree, on their behalf and on behalf of the Buyer Parent Indemnified Parties and Seller Securityholder Indemnified Parties, that from and after the Closing no Indemnitee may avoid the limitation on liability set forth in this Article 8 VIII by (x) seeking damages for breach of contract, tort or pursuant to any other theory of liability outside of the indemnification provisions set forth hereinliability, all of which are hereby waived, or (y) asserting or threatening any claim against any Person that is not a party hereto Party for breaches of the representations, warranties, covenants and agreements contained in this Agreement. The parties Parties hereto agree that the provisions in this Agreement relating to indemnification, and the limits imposed on the remedies of the parties hereto (and the Buyer Indemnified Parties and Seller Indemnified Parties) with respect to this Agreement and the Contribution Agreement, including in any Schedule or certificate hereunder or thereunder, and the transactions contemplated hereby or therebyhereby, were specifically bargained for between sophisticated parties and were specifically taken into account in the determination of the amounts to be paid to Seller the Preferred Shareholders hereunder. (c) Notwithstanding anything in this Article VIII to the contrary, in the event any Party to this Agreement perpetrates a fraud on another Party, any Party that suffers any Loss by reason thereof shall be entitled to seek recovery therefor against the Person or Persons who perpetrated such fraud without regard to any limitation set forth in this Agreement (whether a temporal limitation, a dollar limitation or otherwise).

Sole and Exclusive Remedy. (a) From Meizhou Seller shall comply with the Company’s obligations and after the Closing, without limitation of the rights of the parties hereto pursuant to Article 1, except for (i) in the case of the Buyer Indemnified Parties as provided in the Representation and Warranty Insurance Policy, (ii) the right of a party to pursue specific performance pursuant to Section 12.16 and (iii) subject to Section 10.08, any claim of intentional fraud asserted against the Person who committed such fraudshall comply with Buyer’s obligations, in each case, the indemnification terms set forth in this Article 8 shall constitute VII of the MTA (subject to the terms and conditions thereof, including Section 7.04 of the MTA). Subject to Section 9.11, the parties acknowledge and agree that their sole and exclusive remedy of the parties hereto, the Buyer Indemnified Parties and the Seller Indemnified Parties for any and all Losses or other claims relating to or arising from this Agreement or the Contribution Agreement, including in any Schedule or certificate delivered hereunder or thereunder, and the transactions contemplated hereby or thereby (other than with respect to any and all claims (other than claims arising from fraud on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the extent relating to or arising from the Intellectual Property License subject matter of this Agreement, the Trademark and Co-Use Agreement, the Transition Services Agreement, the Employee Services Agreement, any Seller Release or any Restrictive Covenant Agreement, which may shall be brought under such agreement in accordance with the terms thereof), in each case 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, and the parties hereto hereby agree that no Person (and no Buyer Indemnified Party or Seller Indemnified Party) shall have any remedy or recourse with respect to any of the foregoing other than as expressly set forth in this Article 8 (and subject to the limitations and terms set forth in this Article 8). (b) The parties hereto acknowledge and agree, on their behalf and on behalf of the Buyer Indemnified Parties and Seller Indemnified Parties, that from and after the Closing no Indemnitee may avoid the limitation on liability set forth in this Article 8 by (x) seeking damages for breach of contract, tort or pursuant to any other theory of liability outside of the indemnification provisions set forth hereinin Article VII of the MTA. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under Law, any and all rights, claims and causes of which are hereby waived, or action (y) asserting or threatening any claim against any Person that is not other than claims arising from fraud on the part of a party hereto for breaches of the representations, warranties, covenants and agreements contained in this Agreement. The parties hereto agree that the provisions in this Agreement relating to indemnification, and the limits imposed on the remedies of the parties hereto (and the Buyer Indemnified Parties and Seller Indemnified Parties) connection with respect to this Agreement and the Contribution Agreement, including in any Schedule or certificate hereunder or thereunder, and the transactions contemplated hereby by this Agreement) for any breach of any representation, warranty, covenant, agreement or therebyobligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their Affiliates and each of their respective Representatives arising under or based upon any Law, were specifically bargained for between sophisticated parties and were specifically taken into account except pursuant to the indemnification provisions set forth in the determination Article VII of the amounts MTA. Nothing in this Section 7.01 shall limit any Person’s right to seek and obtain any equitable relief to which any such Person shall be paid entitled pursuant to Seller hereunderSection 9.11 or to seek any remedy on account of allegations of fraud by any Person in connection with the transactions contemplated by this Agreement.

Sole and Exclusive Remedy. (a) From Except for (i) the right of a party to pursue specific performance pursuant to Section 12.19 or the Contribution Agreement, (ii) any claim of Fraud, and (iii) any claim arising under the Transition Services Agreement or the Non-Competition Agreement or any commercial agreement entered into after the Closingdate hereof, and subject to and without limitation of the rights of the parties hereto pursuant to Article 1, except for (i) in from and after the case of the Buyer Indemnified Parties as provided in the Representation and Warranty Insurance Policy, (ii) the right of a party to pursue specific performance pursuant to Section 12.16 and (iii) subject to Section 10.08, any claim of intentional fraud asserted against the Person who committed such fraud, in each caseClosing, the indemnification terms set forth in this Article 8 shall constitute the sole and exclusive remedy of the parties hereto, the Buyer Indemnified Parties and the Seller Indemnified Parties for any and all Losses or other claims relating to or arising from this Agreement, the Contribution Agreement or the Contribution Agreement, including in any Schedule or certificate delivered hereunder or thereunder, and connection with the transactions contemplated hereby or thereby (other than with respect to thereby, including in any claims to the extent relating to exhibit, Schedule or arising from the Intellectual Property License Agreement, the Trademark and Co-Use Agreement, the Transition Services Agreement, the Employee Services Agreement, any Seller Release or any Restrictive Covenant Agreement, which may be brought under such agreement in accordance with the terms thereof), in each case 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, and the parties hereto hereby agree that no Person (and no Buyer Indemnified Party or Seller Indemnified Party) shall have any remedy or recourse with respect to any of the foregoing other than as expressly set forth in this Article 8 (and subject to the limitations and terms set forth in this Article 8)certificate delivered hereunder. (b) The parties hereto acknowledge and agree, on their behalf and on behalf of the Buyer Indemnified Parties and Seller Indemnified Parties, that from and after the Closing no Indemnitee may avoid the limitation on liability set forth in this Article 8 by (x) seeking damages for breach of contract, tort or pursuant to any other theory of liability outside of the indemnification provisions set forth herein, all of which are hereby waived, or (y) asserting or threatening any claim against any Person that is not a party hereto for breaches of the representations, warranties, covenants and agreements contained in this Agreement. Notwithstanding the foregoing or anything to the contrary in this Agreement, (i) nothing in this Section 8.07(b) shall in any way limit the right of a party to pursue specific performance pursuant to Section 12.19, and (ii) the provisions of this Section 8.07(b) shall not, and shall not be deemed or construed to, waive or release any claims relating to Fraud or any claim arising under the Transition Services Agreement or the Non-Competition Agreement. The parties hereto agree that the provisions in this Agreement relating to indemnification, and the limits imposed on the remedies of the parties hereto (and the Buyer Indemnified Parties and Seller Indemnified Parties) with respect to this Agreement and the Contribution Agreement, including in any Schedule or certificate hereunder or thereunder, and the transactions contemplated hereby or thereby, were specifically bargained for between sophisticated parties and were specifically taken into account in the determination of the amounts to be paid to Seller the Sellers hereunder.

Sole and Exclusive Remedy. (aSubject to the provisions of Section 6.3(d) From and after the ClosingSection 7.8, without limitation of the rights of the parties hereto pursuant to Article 1, except for (i) in the case of the Buyer Indemnified Parties as provided in the Representation and Warranty Insurance Policy, (ii) the right of a party to pursue specific performance if this Agreement is validly terminated pursuant to Section 12.16 and (iii) subject 6.1, Parent’s receipt of the Company Termination Fee to the extent owed pursuant to Section 10.086.3(b) (including, any claim of intentional fraud asserted against the Person who committed such fraudif applicable, in each case, the indemnification terms set forth in this Article 8 shall constitute Parent’s right to Parent Enforcement Expenses under Section 6.3(b)(v)) will be the sole and exclusive remedy of the parties heretoParent, Merger Sub, the Buyer Indemnified Equity Financing Parties and the Seller Indemnified Parent Related Parties for any and all Losses against the Company Related Parties arising out of or other claims relating to or arising from in connection with this Agreement or the Contribution Agreement, including any agreement executed in any Schedule or certificate delivered hereunder or thereunder, connection herewith and the transactions contemplated hereby and thereby, the termination of this Agreement, the failure to consummate the Transactions or thereby (other than with respect to any claims or actions under applicable Legal Requirements arising out of or in connection with any breach, termination or failure. Parent’s receipt of the Company Termination Fee to the extent relating owed pursuant to or arising Section 6.3(b) and any Parent Enforcement Expenses payable pursuant to Section 6.3(b)(v) will be the only monetary damages Parent and Merger Sub and each of their respective Affiliates may recover from the Intellectual Property License Agreement, the Trademark and Co-Use Agreement, the Transition Services Agreement, the Employee Services Company Related Parties in respect of this Agreement, any Seller Release or any Restrictive Covenant Agreement, which may be brought under such agreement executed in accordance with the terms thereof), in each case 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, and the parties hereto hereby agree that no Person (and no Buyer Indemnified Party or Seller Indemnified Party) shall have any remedy or recourse with respect to any of the foregoing other than as expressly set forth in this Article 8 (and subject to the limitations and terms set forth in this Article 8). (b) The parties hereto acknowledge and agree, on their behalf and on behalf of the Buyer Indemnified Parties and Seller Indemnified Parties, that from and after the Closing no Indemnitee may avoid the limitation on liability set forth in this Article 8 by (x) seeking damages for breach of contract, tort or pursuant to any other theory of liability outside of the indemnification provisions set forth herein, all of which are hereby waived, or (y) asserting or threatening any claim against any Person that is not a party hereto for breaches of the representations, warranties, covenants and agreements contained in this Agreement. The parties hereto agree that the provisions in this Agreement relating to indemnification, and the limits imposed on the remedies of the parties hereto (and the Buyer Indemnified Parties and Seller Indemnified Parties) with respect to this Agreement and the Contribution Agreement, including in any Schedule or certificate hereunder or thereunder, connection herewith and the transactions contemplated hereby or and thereby, were specifically bargained the termination of this Agreement, the failure to consummate the Merger or any claims or actions under applicable Legal Requirements arising out of or in connection with any such breach, termination or failure, and upon payment of such amounts, (A) none of the Company Related Parties will have any further liability or obligation to Parent or Merger Sub relating to or arising out of this Agreement, any agreement executed in connection herewith or the transactions contemplated hereby and thereby or any matters forming the basis of such termination (except that the Parties (or their respective Affiliates) will remain obligated with respect to, and Parent may be entitled to remedies with respect to, the Confidentiality Agreements); and (B) none of Parent, Merger Sub or any other Person will be entitled to bring or maintain any Legal Proceeding against the Company or any Company Related Party arising out of this Agreement, any agreement executed in connection herewith or the transactions contemplated hereby and thereby or any matters forming the basis for between sophisticated parties such termination (except that the Parties (or their respective Affiliates) will remain obligated with respect to, and were specifically taken Parent may be entitled to remedies with respect to, the Confidentiality Agreements). Notwithstanding the foregoing, this Section 6.3(b)(vi) will not relieve the Company and its Subsidiaries from any liability (I) if this Agreement is validly terminated by either Party in circumstances where the Company Termination Fee is not owed pursuant to Section 6.3(b) for any Willful Breach of or actual and intentional fraud under this Agreement prior to such termination or (II) for any breaches of the Confidentiality Agreements; provided, that under no circumstances will the collective monetary damages payable by the Company Related Parties for breaches (including in the case of Willful Breach or actual and intentional fraud) or otherwise under this Agreement (taking into account the payment of the Company Termination Fee pursuant to this Agreement) exceed an amount equal to the Company Termination Fee plus any Parent Enforcement Expenses payable by the Company pursuant to Section 6.3(b)(v) in the determination aggregate for all such breaches (the “Company Liability Limitation”). In no event will any of the amounts Parent Related Parties seek or obtain, nor will they permit any of their Representatives or any other Person acting on their behalf to seek or obtain, nor will any Person be paid entitled to Seller hereunderseek or obtain, any monetary recovery or award in excess of the Company Liability Limitation (including in the case of Willful Breach or actual and intentional fraud) against any of the Company Related Parties, and in no event will Parent or Merger Sub be entitled to seek or obtain any monetary damages of any kind, including consequential, special, indirect or punitive damages, in excess of the Company Liability Limitation (including in the case of Willful Breach or actual and intentional fraud) against the Company Related Parties for, or with respect to, this Agreement or the Merger, the termination of this Agreement, the failure to consummate the Merger or any claims or actions under applicable Legal Requirements arising out of any such breach, termination or failure.

Sole and Exclusive Remedy. (a) From and after Notwithstanding anything contained in this Agreement to the Closing, without limitation of the rights of the parties hereto pursuant to Article 1contrary, except for (i) with respect to the matters covered by Section 2.4, as set forth in the case of the Section 10.3, and, with respect to Buyer Indemnified Parties Parties, as provided in the Representation and Warranty Insurance RWI Policy, (ii) the right of a party to pursue specific performance pursuant to Section 12.16 Parties agree that, from and (iii) subject to Section 10.08after the Closing Date, any claim of intentional fraud asserted against the Person who committed such fraud, in each case, the indemnification terms set forth in this Article 8 shall constitute the sole and exclusive remedy remedies of the parties hereto, Parties to this Agreement and the Buyer Indemnified Parties and the Seller Indemnified Parties Parties, respectively, for any Losses (including any Losses from claims for breach of contract, warranty, tortuous conduct (including negligence) or otherwise and all Losses or other claims relating to or arising from this Agreement or the Contribution Agreementwhether predicated on common law, including in any Schedule or certificate delivered hereunder or thereunderstatute, and the transactions contemplated hereby or thereby (other than with respect to any claims to the extent relating to or arising from the Intellectual Property License Agreement, the Trademark and Co-Use Agreement, the Transition Services Agreement, the Employee Services Agreement, any Seller Release or any Restrictive Covenant Agreement, which may be brought under such agreement in accordance with the terms thereof), in each case 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 equitystrict liability, or otherwise, and ) arising out of or based upon the parties hereto hereby agree that no Person (and no Buyer Indemnified Party or Seller Indemnified Party) shall have any remedy or recourse with respect to any matters set forth in this Agreement are the indemnification and/or reimbursement obligations of the foregoing other than as expressly Parties set forth in this Article 8 (IX and subject the RWI Policy, if applicable. In furtherance of the foregoing, each of the Parties hereby waives, from and after the Closing Date, to the limitations fullest extent permitted under Law, any and terms all rights and claims for damages or otherwise it may have against any other Party arising under, based upon or relating to this Agreement, any Transaction Document, any document or certificate delivered in connection herewith, any applicable Law, common law or otherwise (except pursuant to the indemnification provisions set forth in this Article 8). (b) IX). EACH OF THE BUYER INDEMNIFIED PARTIES EXPRESSLY WAIVES ALL RIGHTS AFFORDED BY ANY STATUTE WHICH LIMITS THE EFFECT OF A RELEASE WITH RESPECT TO UNKNOWN CLAIMS. EACH OF THE BUYER INDEMNIFIED PARTIES UNDERSTANDS THE SIGNIFICANCE OF THIS RELEASE OF UNKNOWN CLAIMS AND WAIVER OF STATUTORY PROTECTION AGAINST A RELEASE OF UNKNOWN CLAIMS. EACH OF THE BUYER INDEMNIFIED PARTIES ACKNOWLEDGES AND AGREES THAT THIS WAIVER IS AN ESSENTIAL AND MATERIAL TERM OF THIS AGREEMENT. EACH OF THE BUYER INDEMNIFIED PARTIES FURTHER EXPRESSLY WAIVES ALL RIGHTS TO CLAIM OR SEEK RESCISSION OF THE TRANSACTIONS CONTEMPLATED HEREIN OR HEREBY. The parties hereto acknowledge provisions of this Section 9.4 shall not, however, prevent or limit a cause of action under Section 14.11 to obtain an injunction or injunctions to prevent breaches of this Agreement and agreeto enforce specifically the terms and provisions hereof. Notwithstanding the foregoing, on their behalf and on behalf nothing herein shall prevent any of the Buyer Indemnified Parties and or Seller Indemnified Parties, that Parties from and after the Closing no Indemnitee may avoid the limitation on liability set forth in this Article 8 by (x) seeking damages for breach of contract, tort or pursuant to any other theory of liability outside of the indemnification provisions set forth herein, all of which are hereby waived, or (y) asserting or threatening any claim against any Person that is not a party hereto for breaches of the representations, warranties, covenants and agreements contained in this Agreement. The parties hereto agree that the provisions in this Agreement relating to indemnification, and the limits imposed on the remedies of the parties hereto (and the Buyer Indemnified Parties and Seller Indemnified Parties) with respect to this Agreement and the Contribution Agreement, including in any Schedule or certificate hereunder or thereunder, and the transactions contemplated hereby or thereby, were specifically bargained for between sophisticated parties and were specifically taken into account in the determination of the amounts to be paid to Seller hereunderbringing an action based upon Fraud.

Sole and Exclusive Remedy. (a) From and after This ARTICLE 7 constitutes the Closing, without limitation of the rights of the parties hereto pursuant to Article 1, except for (i) in the case of the Buyer Indemnified Parties as provided in the Representation and Warranty Insurance Policy, (ii) the right of a party to pursue specific performance pursuant to Section 12.16 and (iii) subject to Section 10.08, any claim of intentional fraud asserted against the Person who committed such fraud, in each case, the indemnification terms set forth in this Article 8 shall constitute the Persons’ sole and exclusive remedy of the parties hereto, the Buyer Indemnified Parties and the Seller Indemnified Parties for any and all Losses or other claims (excluding any adjustments to the Merger Consideration described in Section 1.7, any actions for specific performance or similar injunctive relief or claims of, or causes of action arising from, actual common law fraud) relating to or arising from this Agreement or the Contribution Agreement, including in any Schedule or certificate delivered hereunder or thereunder, the Merger and the transactions other Transactions contemplated hereby or thereby and the documents and instruments executed and delivered in connection herewith (other than with respect to any claims to Losses suffered or incurred by any Indemnified Person arising out of or resulting from any breach of any representation or warranty or covenant or agreement made by any Indemnifying Securityholder in (i) a Letter of Transmittal, (ii) the extent relating to or arising from the Intellectual Property License Blocker Purchase Agreement, (iii) an Offer Letter, employment agreement or other agreement respecting such Person’s post-Closing services to Parent and its Subsidiaries (including the Trademark Surviving Entity and Coits Subsidiaries) or (iv) any Non-Use competition Agreement, the Transition Services Agreement, the Employee Services Agreement, any Seller Release or any Restrictive Covenant Agreement, claims for which may be brought under such agreement in accordance with the terms thereof), in each such case regardless must be pursued directly against the applicable party outside of the legal theory under which such liability or obligation may be sought to be imposed, whether sounding this Agreement except as provided in contract or tort, or whether at law or in equity, or otherwise, and the parties hereto hereby agree that no Section 7.2(b)). No Indemnified Person (and no Buyer Indemnified Party or Seller Indemnified Party) shall have any remedy or recourse with respect to any of the foregoing other than as expressly set forth in this Article 8 (and subject to the limitations and terms set forth in this Article 8). (b) The parties hereto acknowledge and agree, on their behalf and on behalf of the Buyer Indemnified Parties and Seller Indemnified Parties, that from and after the Closing no Indemnitee may avoid the such limitation on liability set forth in this Article 8 by (x) seeking damages for breach of contract, tort or pursuant to any other theory of liability outside liability. Notwithstanding any implication herein to the contrary, any indemnification of the indemnification provisions set forth herein, all of which are hereby waived, or (y) asserting or threatening any claim Indemnified Persons shall be satisfied solely and exclusively by setoff against any Person that is not a party hereto for breaches of the representations, warranties, covenants and agreements contained funds remaining in this Agreement. The parties hereto agree that the provisions in this Agreement relating Escrow Fund pursuant to indemnification, the terms hereof and the limits imposed on the remedies of the parties hereto (and the Buyer Indemnified Parties and Seller Indemnified Parties) with respect to this Agreement and the Contribution Escrow Agreement, including the payment of reasonable fees and expenses incurred in connection with the Indemnified Persons’ defense of a Third Party Claim, other than in respect of breaches of Fundamental Company Representations and claims pursuant to Section 7.2(a)(vi). Nothing herein shall limit the rights and remedies of any Schedule or certificate hereunder or thereunderIndemnified Person for actual common law fraud, an action for which may be brought outside of this Agreement (and not subject to the transactions contemplated hereby or thereby, were specifically bargained for between sophisticated parties and were specifically taken into account in the determination limitations of the amounts previous Sections of this ARTICLE 7) to recover any damages for which any person may be paid to Seller hereunderliable.

Sole and Exclusive Remedy. (a) From Seller shall comply with the Company’s obligations and after the Closing, without limitation of the rights of the parties hereto pursuant to Article 1, except for (i) in the case of the Buyer Indemnified Parties as provided in the Representation and Warranty Insurance Policy, (ii) the right of a party to pursue specific performance pursuant to Section 12.16 and (iii) subject to Section 10.08, any claim of intentional fraud asserted against the Person who committed such fraudshall comply with Buyer’s obligations, in each case, the indemnification terms set forth in this Article 8 shall constitute VII of the MTA (subject to the terms and conditions thereof, including Section 7.04 of the MTA). Subject to Section 9.11, the parties acknowledge and agree that their sole and exclusive remedy of the parties hereto, the Buyer Indemnified Parties and the Seller Indemnified Parties for any and all Losses or other claims relating to or arising from this Agreement or the Contribution Agreement, including in any Schedule or certificate delivered hereunder or thereunder, and the transactions contemplated hereby or thereby (other than with respect to any and all claims (other than claims arising from fraud on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the extent relating to or arising from the Intellectual Property License subject matter of this Agreement, the Trademark and Co-Use Agreement, the Transition Services Agreement, the Employee Services Agreement, any Seller Release or any Restrictive Covenant Agreement, which may shall be brought under such agreement in accordance with the terms thereof), in each case 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, and the parties hereto hereby agree that no Person (and no Buyer Indemnified Party or Seller Indemnified Party) shall have any remedy or recourse with respect to any of the foregoing other than as expressly set forth in this Article 8 (and subject to the limitations and terms set forth in this Article 8). (b) The parties hereto acknowledge and agree, on their behalf and on behalf of the Buyer Indemnified Parties and Seller Indemnified Parties, that from and after the Closing no Indemnitee may avoid the limitation on liability set forth in this Article 8 by (x) seeking damages for breach of contract, tort or pursuant to any other theory of liability outside of the indemnification provisions set forth hereinin Article VII of the MTA. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under Law, any and all rights, claims and causes of which are hereby waived, or action (y) asserting or threatening any claim against any Person that is not other than claims arising from fraud on the part of a party hereto for breaches of the representations, warranties, covenants and agreements contained in this Agreement. The parties hereto agree that the provisions in this Agreement relating to indemnification, and the limits imposed on the remedies of the parties hereto (and the Buyer Indemnified Parties and Seller Indemnified Parties) connection with respect to this Agreement and the Contribution Agreement, including in any Schedule or certificate hereunder or thereunder, and the transactions contemplated hereby by this Agreement) for any breach of any representation, warranty, covenant, agreement or therebyobligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their Affiliates and each of their respective Representatives arising under or based upon any Law, were specifically bargained for between sophisticated parties and were specifically taken into account except pursuant to the indemnification provisions set forth in the determination Article VII of the amounts MTA. Nothing in this Section 7.01 shall limit any Person’s right to seek and obtain any equitable relief to which any such Person shall be paid entitled pursuant to Seller hereunderSection 9.11 or to seek any remedy on account of allegations of fraud by any Person in connection with the transactions contemplated by this Agreement.