Sole Monetary Remedy. The Guaranteed Party acknowledges and agrees that the sole cash asset of Parent is cash in a de minimis amount and that no additional funds are expected to be contributed to Parent unless and until the Closing occurs. Without limiting any Reserved Claim brought pursuant to the terms of the applicable agreement under which such claims arise, the Guaranteed Party further agrees that it has no right of recovery against the Guarantor, Parent’s or any of their respective successors’ or permitted assignees’ former, current or future directors, officers, employees, secondees, agents, Affiliates (other than Parent and the Guarantor), general or limited partners, members, managers or stockholders or any former, current or future directors, officers, employees, secondees, agents, Affiliates (other than Parent and the Guarantor), general or limited partners, members, managers or stockholders of any of the foregoing (collectively, and excluding Parent and the Guarantor, the “Guarantor/Parent Affiliates”). The Guaranteed Party shall have no right of recovery through Parent or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Parent against any Guarantor/Parent Affiliates, by the enforcement of any judgment or assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or other applicable Law, or otherwise. Without limiting any Reserved Claim brought pursuant to the terms of the applicable agreement under which such claims arise, recourse against the Guarantor under this Limited Guarantee shall be the sole and exclusive monetary remedy of the Guaranteed Party and its Affiliates against the Guarantor and any Guarantor/Parent Affiliates in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement or any schedule, certificate or other document delivered by Parent pursuant to the Merger Agreement (the “Transaction Documents”), and the transactions contemplated by the Merger Agreement. The Guaranteed Party covenants and agrees that it shall not institute, and shall cause its Affiliates not to institute, any Action arising under, or in connection with, the Transaction Documents or the transactions contemplated by the Merger Agreement, against the Guarantor or any Guarantor/Parent Affiliates. The immediately preceding sentence shall not apply to any Action: (a) against the Guarantor or any Guarantor/Parent Affiliates that is party (including...
Sole Monetary Remedy. The remedies provided in this Article X, together with any other monetary remedy, obligation or reimbursement expressly and specifically contemplated by this Agreement (including as set forth in Article VI, and Sections 8.3 and 12.1(b)), shall be the sole monetary remedies available in respect of this Agreement.
Sole Monetary Remedy. Absent a material breach of an express obligation of Mercatus under the Agreement, Customer’s sole and exclusive monetary remedy for a Critical Severity Condition is the SLA Credits described herein. The occurrence of a Severity 1 Condition does not, in and of itself, constitute a breach of the Agreement. MERCATUS PLATFORM AND SERVICES AGREEMENT SCHEDULE 4 – THIRD PARTY TERMS
Sole Monetary Remedy. From and after the Closing, each party acknowledges and agrees that, other than in the case of Fraud, with respect to the adjustment mechanics contained in Section 2.7, or with respect to any Ancillary Agreement, the indemnification obligations set forth in this Article IX will constitute the sole and exclusive remedies of the Parties for any Losses based on, arising out of or otherwise in respect of this Agreement or the transactions contemplated hereby; except for remedies involving specific performance or other equitable relief pursuant to Section 10.12. The limits imposed on the Parties and their respective Affiliates’ remedies with respect to this Agreement and the transactions contemplated by this Agreement (including this Section 9.5 and the exceptions hereto) were specifically bargained for between sophisticated parties and were specifically taken into account in the determination of the amounts to be paid to Parent hereunder.
Sole Monetary Remedy. From and after the Closing, each party acknowledges and agrees that, other than in the case of Fraud, the indemnification obligations set forth in this Article 10 will constitute the sole and exclusive remedies of the parties for any Losses based on, arising out of or otherwise in respect of any matter addressed in this Article 10, except for remedies involving specific performance or other equitable relief pursuant to Section 11.13.
Sole Monetary Remedy. Each Indemnified Party acknowledges that its sole and exclusive monetary remedy after the Closing with respect to any and all claims relating to this Agreement, the purchase of the Shares and the other transactions contemplated hereby, Company or any of the Subsidiaries and their respective assets and liabilities (other than claims of, or causes of action arising from, fraud or in connection with equitable or injunctive relief sought pursuant to Section 5.3) shall be pursuant to the indemnification provisions set forth in this Article 8. Notwithstanding the foregoing, in no event shall an Indemnified Party be entitled to indemnification under this Article 8 with respect to any matter to the extent, but only to the extent, that such matter was reflected in the calculation of the adjustment to Purchase Price (if any) pursuant to Section 2.3.
