Common use of Sole Recourse; Maximum Liability Clause in Contracts

Sole Recourse; Maximum Liability. Purchaser, on behalf of each Purchaser Indemnified Party, agrees that (i) its sole recourse in the event of a breach of any representation, covenant or warranty made by Seller hereunder or any claim for Damages, in each case if Closing has occurred, shall be solely to Seller, and not to any of its affiliates or any officers, directors, agents or representatives of Seller or its affiliates, provided that Seller maintains a net worth at least equal to the Seller Liability Cap through the Remaining Representation Expiration Date to satisfy its indemnity obligations hereunder, and (ii) Seller’s maximum aggregate liability to Purchaser, pursuant to this Agreement if the Closing has occurred, shall not otherwise exceed Six Million Dollars ($6,000,000.00) (the “Seller Liability Cap”). Notwithstanding the foregoing, the Seller Liability Cap, as to any breach of Sections 5.2.6(ii), (vi), (viii), (ix) and (x), and 5.6.6 shall not exceed Thirty Million Dollars ($30,000,000.00). Purchaser further agrees to first use all reasonable efforts to seek recovery under any insurance policies, service contracts and Leases applicable to such claim prior to seeking recovery from Seller, and Seller shall not be liable to Purchaser for that portion of Purchaser’s claim which is satisfied from such insurance policies, service contracts or Leases. Seller agrees that it will maintain a net worth of at least Thirty Million Dollars ($30,000,000.00) through the Remaining Representation Expiration Date. Seller hereby waives its rights to indemnification from the Transferred Companies in connection with its liabilities accruing prior to the Closing, other than to the extent covered by existing insurance, including, without limitation, so called “D&O Coverage.”

Sole Recourse; Maximum Liability. Purchaser, on behalf of each Purchaser Indemnified Party, agrees that (i) its sole recourse in the event of a breach of any representation, covenant or warranty made by Seller hereunder or any claim for Damages, in each case if Closing has occurred, shall be solely to Seller, and not to any of its affiliates or any officers, directors, agents or representatives of Seller or its affiliates, provided that Seller maintains a net worth at least equal to the Seller Liability Cap through the Remaining Representation Expiration Date to satisfy its indemnity obligations hereunder, and (ii) Seller’s maximum aggregate liability to Purchaser, pursuant to this Agreement if the Closing has occurred, shall not otherwise exceed Six Million Dollars THREE MILLION DOLLARS ($6,000,000.003,000,000) (the “Seller Liability Cap”). Notwithstanding the foregoing, the Seller Liability Cap, as to any breach of Sections 5.2.6(ii), (vi), (viiix), (ixxi), (xii) and (xxiii), and 5.6.6 shall not exceed Thirty Million Dollars FIFTEEN MILLION DOLLARS ($30,000,000.0015,000,000). Purchaser further agrees to first use all reasonable efforts to seek recovery under any insurance policies, service contracts and Leases applicable to such claim prior to seeking recovery from Seller, and Seller shall not be liable to Purchaser for that portion of Purchaser’s claim which is satisfied from such insurance policies, service contracts or Leases. Seller agrees that it will maintain a net worth of at least Thirty Million Dollars ($30,000,000.00) 15 million through the Remaining Representation Representations Expiration Date. Seller hereby waives its rights to indemnification from the Transferred Companies Trust and/or Riverside LLC in connection with its liabilities accruing prior to the Closing, other than to the extent covered by existing insurance, including, without limitation, so called “D&O Coverage.”

Sole Recourse; Maximum Liability. PurchaserSeller, on behalf of each Purchaser Seller Indemnified Party, agrees that (i) its sole recourse in the event of a breach of any representation, covenant or warranty made by Seller Purchaser hereunder or any claim for Damages, in each case if Closing has occurred, shall be solely to SellerPurchaser, and not to any of its affiliates or any officers, directors, agents or representatives of Seller Purchaser or its affiliates, provided that Seller Purchaser maintains a net worth at least equal to the Seller Purchaser Liability Cap through the Remaining Representation Expiration Date to satisfy its indemnity obligations hereunder, and (ii) SellerPurchaser’s maximum aggregate liability to PurchaserSeller, pursuant to this Agreement if the Closing has occurred, shall not otherwise exceed Six Million Dollars ($6,000,000.00) (the “Seller Purchaser Liability Cap”). Notwithstanding the foregoing, the Seller Purchaser Liability Cap, as to any breach of Sections 5.2.6(ii), (vi), (viii), (ix) Section 6.4.2 and (x), and 5.6.6 6.4.3 shall not exceed Thirty Million Dollars ($30,000,000.00). Purchaser Seller further agrees to first use all reasonable efforts to seek recovery under any insurance policies, policies and service contracts and Leases applicable to such claim prior to seeking recovery from SellerPurchaser, and Seller Purchaser shall not be liable to Purchaser Seller for that portion of PurchaserSeller’s claim which is satisfied from such insurance policies, policies and service contracts or Leasescontracts. Seller Purchaser agrees that it will maintain a net worth of at least exceed Thirty Million Dollars ($30,000,000.00) through the Remaining Representation Representations Expiration Date. Seller hereby waives its rights to indemnification from the Transferred Companies in connection with its liabilities accruing prior to the Closing, other than to the extent covered by existing insurance, including, without limitation, so called “D&O Coverage.”

Sole Recourse; Maximum Liability. PurchaserSeller, on behalf of each Purchaser Seller Indemnified Party, agrees that (i) its sole recourse in the event of a breach of any representation, covenant or warranty made by Seller Purchaser hereunder or any claim for Damages, in each case if Closing has occurred, shall be solely to SellerPurchaser, and not to any of its affiliates or any officers, directors, agents or representatives of Seller Purchaser or its affiliates, provided that Seller Purchaser maintains a net worth at least equal to the Seller Purchaser Liability Cap through the Remaining Representation Expiration Date to satisfy its indemnity obligations hereunder, and (ii) SellerPurchaser’s maximum aggregate liability to PurchaserSeller, pursuant to this Agreement if the Closing has occurred, shall not otherwise exceed Six Million Dollars THREE MILLION DOLLARS ($6,000,000.003,000,000) (the “Seller Purchaser Liability Cap”). Notwithstanding the foregoing, the Seller Purchaser Liability Cap, as to any breach of Sections 5.2.6(ii), (vi), (viii), (ix) Section 6.4.2 and (x), and 5.6.6 6.4.3 shall not exceed Thirty Million Dollars FIFTEEN MILLION DOLLARS ($30,000,000.0015,000,000). Purchaser Seller further agrees to first use all reasonable efforts to seek recovery under any insurance policies, policies and service contracts and Leases applicable to such claim prior to seeking recovery from SellerPurchaser, and Seller Purchaser shall not be liable to Purchaser Seller for that portion of PurchaserSeller’s claim which is satisfied from such insurance policies, policies and service contracts or Leasescontracts. Seller Purchaser agrees that it will maintain a net worth of at least Thirty Million Dollars ($30,000,000.00) 15 million through the Remaining Representation Representations Expiration Date. Seller hereby waives its rights to indemnification from the Transferred Companies in connection with its liabilities accruing prior to the Closing, other than to the extent covered by existing insurance, including, without limitation, so called “D&O Coverage.”