Common use of Sole Monetary Remedy Clause in Contracts

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 its legal successors and assigns) to the Confidentiality Agreement solely related to the enforcement of the Confidentiality Agreement; (b) seeking specific performance against a Guarantor (or its successors or permitted assignees of its obligations under this Limited Guarantee) under, and pursuant to the terms of, an Equity Funding Letter; (c) against Parent or Merger Sub (or its successors or permitted assignees) pursuant to the Merger Agreement; and/or (d) against the Guarantors (or its successors or permitted assignees) under the Guarantees in accordance with the express terms and conditions thereunder (clauses (a) through (d), collectively, the “Reserved Claims”). Nothing set forth in this Limited Guarantee shall confer or give or shall be construed to confer or give to any Person other than the Guaranteed Party (including any Person acting in a representative capacity) any rights or remedies against any Person, other than the rights of the Guaranteed Party against the Guarantor as expressly set forth in this Limited Guarantee.