Common use of Sole Remedy Clause in Contracts

Sole Remedy. (i) The Company’s receipt of the Parent Termination Fee to the extent owed pursuant to Section 8.3(c) and the Company’s right to specific performance pursuant to Section 9.8 will be the sole and exclusive remedies of the Company and its Affiliates against (A) Parent, Merger Sub, Kaseya Parent, Kaseya Inc. or the Guarantor and each of their respective Affiliates and (B) the former, current and future holders of any equity, controlling persons, directors, officers, employees, agents, attorneys, Affiliates, Representatives, Financing Sources, members, managers, general or limited partners, stockholders and assignees of each of Parent, Merger Sub, Kaseya Parent, Kaseya Inc. and the Guarantor and each of their respective Affiliates (collectively, the “Parent Related Parties”) in respect of this Agreement, any agreement executed in connection herewith and the transactions contemplated hereby and thereby, and upon payment of the Parent Termination Fee, none of the Parent Related Parties will have any further liability or obligation to the Company or any of its Subsidiaries relating to or arising out of this Agreement, any agreement executed in connection herewith (including the Guarantee) or the transactions contemplated hereby and thereby (except that the Parties (or their Affiliates) will remain obligated with respect to, and the Company and its Subsidiaries may be entitled to remedies with respect to, the Confidentiality Agreement, Section 8.3(a) and Section 8.3(e), as applicable). The parties acknowledge and agree that while the Company may pursue a grant of specific performance in accordance with Section 9.8(b) and payment of the Parent Termination Fee, in no event shall the Company be entitled to obtain both (x) a grant of specific performance pursuant to Section 9.8(b) that results in the Closing occurring and (y) payment of monetary damages in accordance with this Section 8.3(f). The Parent Related Parties are intended third party beneficiaries of this Section 8.3(f)(i). In no event shall Parent, Merger Sub, Kaseya Parent or Kaseya Inc. have liability for monetary damages (including monetary damages in lieu of specific performance and damages pursuant to the penultimate sentence of Section 8.2(b)) other than payment of the Parent Termination Fee plus any amounts owed by Parent under Section 8.3(e), and the amount of the Parent Termination Fee shall be the maximum aggregate liability of Parent, Merger Sub, Kaseya Parent and Kaseya Inc. hereunder.

Sole Remedy. (i) The Company’s receipt of If this Agreement is terminated under circumstances in which the Parent Company is obligated to pay the Termination Fee to the extent owed pursuant to Section 8.3(c) and the Company11.04(b), then Parent’s right to specific performance receive the Termination Fee pursuant to Section 9.8 will 11.04(b) (together with any interest, costs and expenses pursuant to Section 11.04(c)), shall be the sole and exclusive remedies remedy (whether at law, in equity, in contract, in tort or otherwise) of Parent and Merger Subsidiary against the Company or any Subsidiary of the Company and its Affiliates against (A) Parent, Merger Sub, Kaseya Parent, Kaseya Inc. for any loss or the Guarantor and each of their respective Affiliates and (B) the former, current and future holders damage suffered as a result of any equitybreach of any representation, controlling personswarranty, directorscovenant or agreement or failure to perform hereunder or other failure of the Merger to be consummated (whether willfully, officersintentionally, employeesunintentionally or otherwise). If this Agreement is terminated under circumstances in which the Company is obligated to pay the Termination Fee pursuant to Section 11.04(b), agentsthen neither the Company nor any of its Subsidiaries shall have any liability for monetary damages of any kind or nature or arising in any circumstance in connection with this Agreement or any of the transactions contemplated by this Agreement, attorneysother than the payment by the Company of the Termination Fee pursuant to Section 11.04(b) (together with any interest, Affiliatescosts and expenses pursuant to Section 11.04(c)), Representatives, Financing Sources, members, managers, general or limited partners, stockholders and assignees of each in no event shall any of Parent, Merger SubSubsidiary or any other Subsidiary of the Parent seek, Kaseya Parentor permit to be sought, Kaseya Inc. and any monetary damages in connection with this Agreement or any of the Guarantor and each of their respective Affiliates (collectively, the “Parent Related Parties”) in respect of transactions contemplated by this Agreement, any agreement executed other than from the Company to the extent provided in connection herewith Section 11.04(b) and Section 11.04(c). Notwithstanding anything to the transactions contemplated hereby contrary in this Section 11.04(d), this Section 11.04(d) shall not limit Parent’s and therebyMerger Subsidiary’s remedies, and upon payment of the Parent Termination Fee, none of the Parent Related Parties will have any further liability or obligation to release the Company or any of its Subsidiaries relating from any liability, for (i) fraud or (ii) any intentional (A) failure of the Company to perform a covenant set forth in this Agreement or arising out (B) breach by the Company of any representation and warranty set forth in this Agreement, any agreement executed in connection herewith (including the Guarantee) or the transactions contemplated hereby and thereby (except that the Parties (or their Affiliates) will remain obligated with respect to, and the Company and its Subsidiaries may be entitled to remedies with respect to, the Confidentiality Agreement, Section 8.3(a) and Section 8.3(e), as applicable). The parties acknowledge and agree that while only one Termination Fee shall be payable by the Company may pursue a grant of specific performance as set forth in accordance with Section 9.8(b11.04(b) and payment of the Parent Termination Fee, in no event shall any such Termination Fee be payable by the Company be entitled to obtain both (x) a grant of specific performance pursuant to Section 9.8(b) that results in the Closing occurring and (y) payment of monetary damages in accordance with this Section 8.3(f). The Parent Related Parties are intended third party beneficiaries of this Section 8.3(f)(i). In no event shall Parent, Merger Sub, Kaseya Parent or Kaseya Inc. have liability for monetary damages (including monetary damages in lieu of specific performance and damages pursuant to the penultimate sentence of Section 8.2(b)) other on more than payment of the Parent Termination Fee plus any amounts owed by Parent under Section 8.3(e), and the amount of the Parent Termination Fee shall be the maximum aggregate liability of Parent, Merger Sub, Kaseya Parent and Kaseya Inc. hereunderone occasion.

Sole Remedy. (i) The Company’s receipt of the Parent Termination Fee to the extent owed pursuant to Section 8.3(c) and ), the Company’s receipt of payments to the extent owed by Parent pursuant to Section 8.3(e), the Company’s right to enforce its rights under the Confidentiality Agreement, the Reimbursement Obligations, the Company’s right to specific performance pursuant to Section 9.8 and the Company’s right to seek damages for a Willful and Material Breach will be the sole and exclusive remedies of the Company and its Affiliates against (A) Parent, Parent or Merger Sub, Kaseya Parent, Kaseya Inc. or the Guarantor and each of their respective Affiliates and ; (B) the former, current and future holders of any equity, controlling persons, directors, officers, employees, agents, attorneys, AffiliatesAffiliates (other than Parent or Merger Sub), Representatives, Financing Sources, members, managers, general or limited partners, stockholders and assignees of each of Parent, Parent and Merger Sub, Kaseya Parent, Kaseya Inc. and the Guarantor and each of their respective Affiliates Sub (collectively, the “Parent Related Parties”); and (C) the Financing Sources in respect of this Agreement, the Transaction, any agreement executed in connection herewith and (including the Financing Letters) or the transactions contemplated hereby and thereby, including the Debt Financing, and upon payment of the Parent Termination Feesuch amounts, none of the Parent Related Parties or, for the avoidance of doubt, the Financing Sources, will have any further liability or obligation to the Company or any of its Subsidiaries relating to or arising out of this Agreement, the Transaction, any agreement executed in connection herewith (including the GuaranteeFinancing Letters) or the transactions contemplated hereby and thereby (except that the Parties (or their Affiliates) will remain obligated with respect to, and the Company and its Subsidiaries may be entitled to remedies with respect to, the Confidentiality Agreement, Section 8.3(a) 8.2 and Section 8.3(e8.3(a), as applicable). The parties acknowledge and agree that while For the avoidance of doubt, if the Company may pursue a grant of specific performance in accordance with Section 9.8(b) elects to terminate this Agreement and receive payment of the Parent Termination Fee, in no event shall the Company be entitled to obtain both (x) a grant of specific performance pursuant to Section 9.8(b) that results in the Closing occurring and (y) payment of monetary damages in accordance with this Section 8.3(f). The Parent Related Parties are intended third party beneficiaries of this Section 8.3(f)(i). In no event shall Parent, Merger Sub, Kaseya Parent or Kaseya Inc. have liability for monetary damages (including monetary damages in lieu of specific performance and damages pursuant to the penultimate sentence of Section 8.2(b)) other than the right to receive payment of the Parent Termination Fee plus Fee, any amounts payments to the extent owed by Parent under pursuant to Section 8.3(e), and the amount payment of the Reimbursement Obligations, the Company shall not be entitled to any monetary damages or other monetary remedies for any losses, damages or liabilities suffered 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. Notwithstanding anything to the contrary herein, the Company, on behalf of itself and the Company Related Parties, hereby acknowledges that none of the Financing Sources (and/or any of their Affiliates and/or their or their Affiliates’ officers, directors, employees, controlling persons, advisors, agents, attorneys or representatives) shall have any liability to the Company or any Company Related Party under this Agreement or for any claim made by the Company or any Company Related Party based on, in respect of, or by reason of, the transactions contemplated hereby, including, but not limited to, any dispute relating to, or arising from, the Debt Financing, the Financing Letters or the performance thereof; provided that the foregoing shall not limit the rights and/or remedies of Parent Termination Fee shall be or Merger Sub or any Parent Related Party in respect of the maximum aggregate liability of Parent, Merger Sub, Kaseya Parent and Kaseya Inc. hereunderDebt Financing under the Debt Commitment Letters.

Sole Remedy. (i) The Company’s receipt of In the Parent event the Company Termination Fee to the extent owed becomes due and payable pursuant to Section 8.3(c) 8.3(b), Parent’s receipt and acceptance of the Company’s right to specific performance pursuant to Section 9.8 Company Termination Fee (together with any Enforcement Expenses), will be the sole and exclusive remedies of the Company Parent and its Affiliates against (A) Parent, Merger Sub, Kaseya Parent, Kaseya Inc. or the Guarantor Sub and each of their respective Affiliates against (A) the Company, its Subsidiaries and each of their respective Affiliates; and (B) the former, current and future holders of any equity, controlling persons, directors, officers, employees, agents, attorneys, Affiliates, Representatives, Financing Sources, members, managers, general or limited partners, stockholders and assignees of each of Parentthe Company, Merger Sub, Kaseya Parent, Kaseya Inc. and the Guarantor its Subsidiaries and each of their respective Affiliates (collectively, the “Parent Company Related Parties”) in respect of this Agreement, any agreement executed in connection herewith and the transactions contemplated hereby and thereby, and upon payment and acceptance of the Parent Company Termination Fee, none of the Parent Company Related Parties will have any further liability or obligation to the Company Parent or any of its Subsidiaries Merger Sub relating to or arising out of this Agreement, any agreement executed in connection herewith (including the Guarantee) or the transactions contemplated hereby and thereby (except that the Parties (or their Affiliates) will remain obligated with respect to, and the Company Parent and Merger Sub and its Subsidiaries may be entitled to remedies with respect to, the Confidentiality Agreement, Agreement and Section 8.3(a) and Section 8.3(e), as applicable). The parties acknowledge and agree that while the Company may pursue a grant of specific performance in accordance with Section 9.8(b) and payment of the Parent Termination Fee, in no event shall the Company be entitled to obtain both (x) a grant of specific performance pursuant to Section 9.8(b) that results in the Closing occurring and (y) payment of monetary damages in accordance with this Section 8.3(f). The Parent Related Parties are intended third party beneficiaries of this Section 8.3(f)(i8.3(f). In no the event the Company Termination Fee becomes due and payable pursuant to Section 8.3(b), the Company or any of its Subsidiaries shall Parent, Merger Sub, Kaseya Parent or Kaseya Inc. not have liability for monetary damages (including monetary damages in lieu of specific performance and damages pursuant to the penultimate sentence of Section 8.2(b)) other than payment in the aggregate in excess of the Parent Company Termination Fee (less any portion thereof that has been paid) plus any amounts owed by Parent the Company under Section 8.3(e), and the amount of the Parent Company Termination Fee shall be the maximum aggregate liability of Parent, Merger Sub, Kaseya Parent the Company and Kaseya Inc. its Subsidiaries hereunder.

Sole Remedy. (i) The Subject to Section 8.2(b), (A) the Company’s receipt of the Parent Termination Fee to the extent owed pursuant to Section 8.3(c) (including the Company’s right to enforce the Fee Funding Agreement with respect thereto and receive the Parent Termination Fee), (B) the Company’s receipt of payments to the extent owed by Parent 90 pursuant to Section 8.3(e), (C) the Company’s right to enforce its rights under the Reimbursement Obligations, and (D) the Company’s right to enforce its rights under the Confidentiality Agreement and the Company’s right to specific performance pursuant to Section 9.8 9.8(b) will be the sole and exclusive remedies of the Company and its Affiliates against (A1) Parent, Merger Sub, Kaseya Parent, Kaseya Inc. Sub or the Guarantor and each of their respective Affiliates and FFA Investors, (B2) the former, current and future holders of any equity, controlling persons, directors, officers, employees, agents, attorneys, AffiliatesAffiliates (other than Parent, Merger Sub or the FFA Investors), Representatives, Financing Sources, members, managers, general or limited partners, stockholders and assignees of each of Parent, Merger Sub, Kaseya Parent, Kaseya Inc. Sub and the Guarantor FFA Investors and each of their respective Affiliates (collectively, the “Parent Related Parties”) and (3) the Financing Sources in respect of this Agreement, any agreement executed in connection herewith (including the Financing Commitments) and the transactions contemplated hereby and thereby, and upon payment of the Parent Termination Feesuch amounts, none of the Parent Related Parties or the Financing Sources will have any further liability or obligation to the Company or any of its Subsidiaries relating to or arising out of this Agreement, any agreement executed in connection herewith (including the GuaranteeFinancing Commitments) or the transactions contemplated hereby and thereby (except that the Parties (or their Affiliates) will remain obligated with respect to, and the Company and its Subsidiaries may be entitled to remedies with respect to, the Confidentiality Agreement, the Reimbursement Obligations, Section 8.3(a) and Section 8.3(e), as applicable). The parties acknowledge and agree that while the Company may pursue a grant of specific performance in accordance with Section 9.8(b) and payment of the Parent Termination Fee, in no event shall the Company be entitled to obtain both (x) a grant of specific performance pursuant to Section 9.8(b) that results in the Closing occurring and (y) payment of monetary damages in accordance with this Section 8.3(f). The Parent Related Parties and the Financing Sources are intended third third-party beneficiaries of this Section 8.3(f)(i8.3(f). In no event shall Parent, Merger Sub, Kaseya Parent or Kaseya Inc. have liability for monetary damages (including monetary damages in lieu of specific performance and damages pursuant ii) Subject to the penultimate sentence of Section 8.2(b), (A) other than Parent’s receipt of the Company Termination Fee, to the extent owed pursuant to Section 8.3(b), (B) Parent’s receipt of payments to the extent owed by the Company pursuant to Section 8.3(e) and (C) Parent’s right to specific performance pursuant to Section 9.8 will be the sole and exclusive remedies of Parent and Merger Sub and each of their respective Affiliates against (A) the Company, its Subsidiaries and each of their respective 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, its Subsidiaries and each of their respective Affiliates (collectively, the “Company Related Parties”) in respect of this Agreement, any agreement executed in connection herewith and the transactions contemplated hereby and thereby, and upon payment of such amount, none of the Company Related Parties will have any further liability or obligation to Parent Termination Fee plus or Merger Sub relating to or arising out of this Agreement, any amounts owed by agreement executed in connection herewith or the transactions contemplated hereby and thereby (except that the Parties (or their Affiliates) will remain obligated with respect to, and Parent under and Merger Sub and its Subsidiaries may be entitled to remedies with respect to, the Confidentiality Agreement, Section 8.3(a) and Section 8.3(e) as applicable), and the amount . The Company Related Parties are intended third-party beneficiaries of the Parent Termination Fee shall be the maximum aggregate liability of Parent, Merger Sub, Kaseya Parent and Kaseya Inc. hereunder.this Section 8.3(f)(ii) (g)

Sole Remedy. (ia) The Company’s receipt Each of the Parent Termination Fee to the extent owed pursuant to Section 8.3(c) Harsco and the Company’s right to specific performance pursuant to Section 9.8 will be the CD&R Investor acknowledges and agrees that its sole and exclusive remedies of the Company post-Closing remedy with respect to any and its Affiliates against all claims (A) Parentarising at law, Merger Sub, Kaseya Parent, Kaseya Inc. or the Guarantor and each of their respective Affiliates and (B) the former, current and future holders of any in equity, controlling personsunder contract, directors, officers, employees, agents, attorneys, Affiliates, Representatives, Financing Sources, members, managers, general in tort or limited partners, stockholders and assignees of each of Parent, Merger Sub, Kaseya Parent, Kaseya Inc. and the Guarantor and each of their respective Affiliates (collectively, the “Parent Related Parties”otherwise) in respect of relating to this Agreement, any agreement executed in connection herewith Agreement and the transactions contemplated hereby (other than (x) claims arising from fraud, (y) any disputes relating to Closing Net Working Capital, Closing Cash, Closing Indebtedness and/or Cap Ex Shortfall, which shall be governed by Section 1.9 and thereby, (z) claims arising under any Ancillary Agreement) shall be pursuant to the indemnification provisions set forth in ARTICLE V and upon payment this ARTICLE VIII. In furtherance of the Parent Termination Feeforegoing, none each of Harsco and CD&R Investor hereby waives on its own behalf and on behalf of its Affiliates (including in the Parent Related Parties will have any further liability or obligation case of CD&R Investor, Buyer and the Target Entities following the Closing), from and after the Closing, to the Company fullest extent permitted under Law, any and all claims (other than claims arising from fraud and other than any disputes relating to Closing Net Working Capital, Closing Cash, Closing Indebtedness and/or Cap Ex Shortfall, which shall be governed by Section 1.9) it may have against the other Parties hereto or any of its Subsidiaries relating to their Affiliates arising under or arising out of based upon this Agreement, Agreement or any agreement executed document or certificate delivered in connection herewith (including other than any Ancillary Agreement or any document executed in connection with the Guarantee) Transactions), except pursuant to the indemnification provisions set forth in ARTICLE V and this ARTICLE VIII. The foregoing notwithstanding, nothing in this Section 8.5 shall limit or restrict the transactions contemplated hereby ability or right of CD&R Investor, Buyer or Harsco to seek injunctive relief or other equitable relief for any breach or alleged breach of any provision of this Agreement (subject to any applicable limitations set forth in Sections 9.2 and thereby (except 9.3); provided that the Parties (or their Affiliates) will remain obligated with any procedures in respect toof, and the Company limitations on, Losses or Liabilities in ARTICLE V and its Subsidiaries may be entitled to remedies with respect to, the Confidentiality Agreement, Section 8.3(a) and Section 8.3(e), as applicable). The parties acknowledge and agree that while the Company may pursue a grant of specific performance in accordance with Section 9.8(b) and payment of the Parent Termination Fee, this Article VIII shall in no event shall the Company be entitled to obtain both (x) a grant of specific performance pursuant to Section 9.8(b) that results in the Closing occurring and (y) payment of monetary damages in accordance with this Section 8.3(f). The Parent Related Parties are intended third party beneficiaries of this Section 8.3(f)(i). In no event shall Parent, Merger Sub, Kaseya Parent diminished or Kaseya Inc. have liability for monetary damages (including monetary damages in lieu of specific performance and damages pursuant to the penultimate sentence of Section 8.2(b)) other than payment of the Parent Termination Fee plus any amounts owed circumvented by Parent under Section 8.3(e), and the amount of the Parent Termination Fee shall be the maximum aggregate liability of Parent, Merger Sub, Kaseya Parent and Kaseya Inc. hereundersuch relief.

Sole Remedy. (i) The Company’s receipt of the Parent Termination Fee to the extent owed pursuant to Section 8.3(c) (including the Company’s right to enforce the Guarantees with respect thereto and receive the Parent Termination Fee and any other amounts from the Guarantors), the Company’s right to enforce its rights under the Confidentiality Agreement, the Reimbursement Obligations, the Enforcement Expenses and the Company’s right to specific performance pursuant to Section 9.8 (subject to the fourth sentence of this Section 8.3(e)(i)) will be the sole and exclusive remedies of the Company and its Affiliates against (A) Parent, Merger Sub, Kaseya Parent, Kaseya Inc. Sub or the Guarantor and each of their respective Affiliates and Guarantors; (B) the former, current and future holders of any equitydirectors, controlling persons, directorsmanagers, officers, employees, counsel, financial advisors, auditors, agents, attorneysother authorized representatives, Affiliates, Representatives, Financing Sources, members, managers, direct or indirect general or limited partners, stockholders stockholders, equityholders, members, Affiliates, successors, beneficiaries, heirs and assignees of each of Parent, Merger Sub and the Guarantors and any of the foregoing’s respective former, current and future directors, managers, officers, employees, counsel, financial advisors, auditors, agents, other authorized representatives, direct or indirect general or limited partners, stockholders, equityholders, members, Affiliates, successors, beneficiaries, heirs and assignees (such Persons, excluding Parent and Merger Sub, Kaseya Parentbut including the Guarantors, Kaseya Inc. and the Guarantor and each of their respective Affiliates (collectively, the “Parent Related Parties”); and (C) the Financing Sources in respect of this Agreement, any agreement executed in connection herewith (including the Financing Letters and the Guarantees) and the transactions contemplated hereby and thereby, and upon payment of the Parent Termination Feesuch amounts, none of Parent, Merger Sub or any of the Parent Related Parties or the Financing Sources will have any further liability or obligation to the Company or any of its Subsidiaries relating to or arising out of this Agreement, any agreement executed in connection herewith (including the GuaranteeFinancing Letters and the Guarantees) or the transactions contemplated hereby and thereby (except that the Parties (Parent, Merger Sub or their Affiliates) applicable Affiliate party to the Confidentiality Agreement will remain obligated with respect to, and the Company and its Subsidiaries may be entitled to remedies with respect to, the Confidentiality Agreement, the Reimbursement Obligations, the Enforcement Expenses and Section 8.3(a)). Notwithstanding anything to the contrary contained in this Agreement, if Parent or Merger Sub breaches this Agreement (whether such breach is knowing, deliberate, willful, unintentional, a Willful and Material Breach or otherwise) or fails to perform hereunder (whether such failure is knowing, deliberate, willful, unintentional, a Willful and Material Breach or otherwise), then, except for specific performance to the extent permitted by Section 9.8, the sole and exclusive remedies (whether at Law, in equity, in contract, in tort or otherwise) against Parent, Merger Sub or any Parent Related Party for any breach, loss or failure to perform, which recourse shall be solely against Parent or Merger Sub to the extent provided herein and subject to the limitations set forth herein and/or the Guarantors under the Guarantees (to the extent provided therein and subject to the limitations set forth therein), will be (i) if applicable, for the Company to terminate this Agreement in accordance with this Agreement under the circumstances in which the Parent Termination Fee is payable pursuant to Section 8.3(c) and Section 8.3(efor the Company to receive the Parent Termination Fee plus the Reimbursement Obligations and Enforcement Expenses (if any) from Parent (or the Guarantors under the Guarantees, to the extent provided therein and subject to the limitations set forth therein) or (ii) for the Company to terminate this Agreement and seek to recover monetary damages from Parent or Merger Sub for Willful and Material Breach; provided that in no event will any of (A) the Company, its Subsidiaries and each of their respective Affiliates; and (B) the former, current and future directors, managers, officers, employees, counsel, financial advisors, auditors, agents, other authorized representatives, direct or indirect general or limited partners, stockholders, equityholders, members, Affiliates, successors, beneficiaries, heirs and assignees of the Company and any of the foregoing’s respective former, current and future directors, managers, officers, employees, counsel, financial advisors, auditors, agents, other authorized representatives, direct or indirect general or limited partners, stockholders, equityholders, members, Affiliates, successors, beneficiaries, heirs and assignees (the Persons in this clause (B), as applicablecollectively, the “Company Related Parties”) be entitled to 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 recovery or award, any monetary damages of any kind, including consequential, special, indirect or punitive damages (other than the payment by Parent (or the Guarantors under and in accordance with the Guarantees to the extent provided therein and subject to the limitations therein) of the Parent Termination Fee, the Enforcement Expenses and the Reimbursement Obligations to the extent payable by Parent pursuant to Section 8.3(c)) against Parent, Merger Sub or the Parent Related Parties. For the avoidance of doubt, none of Parent, Merger Sub or the Parent Related Parties (other than Parent and Merger Sub to the extent set forth in this Agreement and the Guarantors solely to the extent set forth in the Guarantees) will have any liability to any person, including any Company Related Party, relating to, arising out of or in connection with this Agreement, the Equity Commitment Letters or the Guarantees, any of the transactions contemplated hereby or thereby (or the abandonment or termination thereof) or any matters forming the basis for such termination (including in the event of Willful and Material Breach) or in respect of any other document or theory of Law or equity or in respect of any oral representations made or alleged to be made in connection herewith or therewith, whether at Law or equity in contract, in tort or otherwise. The parties Parties acknowledge and agree that that, while the Company may pursue a grant of specific performance in accordance with Section 9.8(b) 9.8 and payment of the Parent Termination FeeFee or monetary damages, in no event shall the Company be entitled to obtain (1) both (x) a grant of specific performance pursuant to Section 9.8(b) 9.8 that results in the Closing occurring occurring, on the one hand, and (y) the payment of any monetary damages whatsoever (including payment of the Parent Termination Fee in accordance with this Section 8.3(f8.3(c)), on the other hand or (2) both payment of any monetary damages whatsoever, on the one hand, and payment of the Parent Termination Fee in accordance with Section 8.3(c), on the other hand. The Company Related Parties, the Parent Related Parties and the Financing Sources are intended third party beneficiaries of this Section 8.3(f)(i8.3(e). In no event shall Parent, Merger Sub, Kaseya Parent Sub or Kaseya Inc. the Guarantors have liability for monetary damages (including monetary damages in lieu of specific performance and damages pursuant to the penultimate sentence of Section 8.2(b)) other than payment in the aggregate in excess of the Parent Termination Fee Fee, plus any amounts owed by Reimbursement Obligations and Enforcement Expenses. The Parent under Section 8.3(e)Termination Fee, the Reimbursement Obligations and the amount of the Parent Termination Fee Enforcement Expenses shall be the maximum aggregate liability (including in the case of Parent, Merger Sub, Kaseya fraud or Willful and Material Breach) of Parent and Kaseya Inc. hereunderMerger Sub hereunder (and of the Guarantors under the Guarantees).

Sole Remedy. (i) The Notwithstanding anything to the contrary in this Agreement or otherwise, the Company’s receipt right to terminate this Agreement and receive payment of the Parent Termination Fee to the extent owed pursuant to Section 8.3(c) together with any amounts owed in respect thereof under Section 8.3(f), if applicable, the Company’s right to enforce its rights under the Confidentiality Agreement and the Reimbursement Obligations and the Company’s right to specific performance pursuant to, and subject to the limitations of, Section 9.8 9.9 will be the sole and exclusive remedies of the Company and its Affiliates and the Company Related Parties against (A) Parent, Merger Sub, Kaseya Parent, Kaseya Inc. Sub or the Guarantor and each of their respective Affiliates and Limited Guarantors; (B) the former, current and future holders of any equity, controlling persons, Affiliates, Representatives, members, directors, officers, employees, agents, attorneys, Affiliates, Representatives, Financing Sources, members, managers, general or limited partners, stockholders and assignees of each of Parent, Merger Sub and the Limited Guarantors and any holder of any equity, controlling person, Affiliate, Representative, member, manager, general or limited partner, stockholder and assignee of any of the foregoing (such persons, excluding Parent and Merger Sub, Kaseya Parentbut including the Limited Guarantors, Kaseya Inc. and the Guarantor and each of their respective Affiliates (collectively, the “Parent Related Parties”); and (C) the Financing Sources in respect of this Agreement, any agreement executed in connection herewith (including the Financing Letters and the Limited Guarantee) and the transactions contemplated hereby and thereby, thereby (and upon other than payment of the Parent Termination FeeFee by Parent (or the Limited Guarantors under the Limited Guarantee to the extent provided, and subject to the limitations, therein) to the extent owed pursuant to Section 8.3(c), together with any amounts owed under Section 8.3(f), if applicable, and any Reimbursement Obligations), none of Parent, Merger Sub, the Parent Related Parties or the Financing Sources will have any further liability or obligation to the Company or its Affiliates or any of its Subsidiaries Company Related Party relating to or arising out of this Agreement, any agreement executed in connection herewith (including the Financing Letters and the Limited Guarantee) or the transactions contemplated hereby and thereby Transactions (except that the Parties (or their Affiliates, if applicable) will remain obligated with respect to, and the Company and its Subsidiaries may be entitled to remedies with respect to, the Confidentiality Agreement, Section 8.3(a) and Section 8.3(e), as applicable)including with respect to any breach of this Agreement by Parent or Merger Sub or failure of Parent or Merger Sub to perform its obligations hereunder. The parties Parties acknowledge and agree that that, while the Company may pursue a grant of specific performance in accordance with with, and subject to the limitations of, Section 9.8(b) 9.9 and payment of the Parent Termination Fee, in no event shall the Company be entitled to obtain both (x) a grant of specific performance pursuant to Section 9.8(b) 9.9 that results in the Closing occurring and (y) payment of monetary damages the Parent Termination Fee to the extent owed pursuant to Section 8.3(c) in accordance with with, and subject to the limitations of, this Section 8.3(f8.3(e). The Parent Related Parties and the Financing Sources are intended third party beneficiaries of this Section 8.3(f)(i8.3(e)(i). In Notwithstanding anything to the contrary in this Agreement or otherwise, in no event shall Parent, Merger Sub, Kaseya Sub or the Parent or Kaseya Inc. Related Parties have liability for any monetary remedy (including monetary damages (including for fraud or for any Willful and Material Breach or monetary damages in lieu of specific performance and or monetary damages pursuant to the penultimate sentence of Section 8.2(b)) other than than, solely with respect to the Parent (or the Limited Guarantors under the Limited Guarantee to the extent provided, and subject to the limitations, therein), the payment of the Parent Termination Fee to the extent owed pursuant to Section 8.3(c), plus any amounts owed by Parent under Reimbursement Obligations and Enforcement Expenses. Subject to the other limitations of this Section 8.3(e), and the amount of the Parent Termination Fee Fee, the Reimbursement Obligations and the Enforcement Expenses shall be the maximum aggregate liability (including in the case of Parent, Merger Sub, Kaseya fraud or any Willful and Material Breach) of Parent and Kaseya Inc. hereunderMerger Sub hereunder (and, without duplication, of the Limited Guarantors under the Limited Guarantee) with respect to any and all claims under or relating to this Agreement and the Transactions.

Sole Remedy. (i) The If this Agreement is validly terminated pursuant to Section 8.1 or for any other reason, the Company’s receipt of the Parent Termination Fee to the extent owed pursuant to Section 8.3(c) (including the Company’s right to enforce the Guarantee with respect thereto and receive the Parent Termination Fee from Guarantor and/or any costs or expenses under Section 8.3(e)), the Reimbursement Obligations and the Company’s right to seek specific performance pursuant to Section 9.8 will be the sole and exclusive remedies of the Company and its Affiliates the Company Related Parties against (A) Parent, Merger Sub, Kaseya Parent, Kaseya Inc. Sub or the Guarantor and each of their respective Affiliates Financing Sources; and (B) the former, current and future holders of any equity, controlling persons, directors, officers, employees, agents, attorneys, AffiliatesAffiliates (other than Parent, Representatives, Financing SourcesMerger Sub or Guarantor), members, managers, general or limited partners, stockholders and successors, heirs and assignees of each of Parent, Merger Sub, Kaseya Parent, Kaseya Inc. Sub and the Guarantor and each of their respective Affiliates Financing Sources (collectively, the “Parent Related Parties”) in respect of this Agreement, any agreement executed in connection herewith (including the Financing Letters and the Guarantee) and the transactions contemplated hereby and thereby, and upon payment of such amounts (which recourse shall be sought solely against Parent and subject to the Parent Termination Feelimitations set forth herein, or the Guarantor or the Equity Investors (as applicable) in accordance with, and subject to the limitations set forth in, the Equity Commitment Letter and the Guarantee), (1) none of the Parent Related Parties will have any further liability or obligation to the Company or any of its Subsidiaries the Company Related Parties relating to or arising out of this Agreement, any agreement executed in connection herewith (including the Financing Letters and the Guarantee) or the transactions contemplated hereby and thereby (including with respect to any matters relating to CERCLA or any other Environmental Law) (except that the Parties (or their Affiliates) will remain obligated with respect to, and the Company and its Subsidiaries may be entitled to remedies with respect to, the Confidentiality Agreement, the Reimbursement Obligations, Section 8.2, Section 8.3(a) and ), Section 8.3(e), as applicableand Section 8.3(f), and the Guarantor will remain obligated with respect to, and the Company and its Subsidiaries may be entitled to remedies with respect to, the Guarantee), and (2) neither the Company nor any other Person shall be entitled to bring or maintain any claim, action or proceeding against Parent, Merger Sub or any other Parent Related Party arising out of, related to or otherwise in connection with this Agreement (or any breach of any representation, warranty, covenant, agreement or obligation contained herein), the transactions contemplated by this Agreement, the failure of the Closing to be consummated or the Financing Letters and the financings contemplated therein, including the Debt Financing and the financing of the Equity Financing (and the abandonment or termination thereof). The parties acknowledge Notwithstanding the foregoing, this Section 8.3(f)(i) will not relieve Parent, Merger Sub or Guarantor from liability (1) for any Willful and agree that while Material Breach of this Agreement or (2) for any breaches of the Company may pursue a grant Confidentiality Agreement; provided that, under no circumstances will the collective monetary damages payable by Parent, Merger Sub or any of specific performance their Affiliates (including the Guarantor) for breaches under this Agreement, the Guarantee or the Equity Commitment Letter exceed an amount equal to $15,520,000 plus the Reimbursement Obligations and any obligations under Section 8.3(e) in accordance with Section 9.8(b) and the aggregate for all such breaches (taking into account, for the avoidance of doubt, any payment of the Parent Termination Fee, the Reimbursement Obligations and/or any obligations under Section 8.3(e)) and in no event shall the Company be entitled or any Company Related Party seek to obtain both (x) a grant recover any money damages in excess of specific performance pursuant to Section 9.8(b) that results such amounts. Other than the remedies described in the Closing occurring and (y) payment of monetary damages in accordance with this Section 8.3(f). The foregoing sentence, no Parent Related Parties are intended third party beneficiaries of this Section 8.3(f)(i). In no event Party shall Parenthave any further liability or obligation, Merger Sub, Kaseya Parent whether by or Kaseya Inc. have liability for monetary damages (including monetary damages in lieu of specific performance and damages pursuant to the penultimate sentence of Section 8.2(b)) other than payment through attempted piercing of the corporate (or limited liability company or limited partnership) veil, by or through a claim against the Guarantor, any other Parent Termination Fee plus any amounts owed by Parent under Section 8.3(e)Related Party and the Company covenants and agrees that it shall not institute, and the amount of the Parent Termination Fee shall be the maximum aggregate cause its Representatives, Affiliates and other Company Related Parties not to institute a Legal Proceeding to seek recourse for such further liability of Parent, Merger Sub, Kaseya Parent and Kaseya Inc. hereunderor obligation.

Sole Remedy. (i) The If this Agreement is terminated pursuant to Section ‎8.1 or for any other reason, the Company’s receipt of the Parent Termination Fee (and any amounts to which the Company is entitled under Section ‎8.3(e)) to the extent owed pursuant to Section 8.3(c‎8.3(c) (including the Company’s right to enforce the Guarantee with respect thereto and receive the Parent Termination Fee from Guarantors), the Reimbursement Obligations and the Company’s right to specific performance pursuant to Section 9.8 ‎9.8 will be the sole and exclusive remedies of the Company and its Affiliates the Company Related Parties against (A) Parent, Merger Sub, Kaseya Parent, Kaseya Inc. or the Guarantor Financing Sources and each of their respective Affiliates Affiliates; and (B) the former, current and future holders of any equity, controlling persons, directors, officers, employees, agents, attorneys, AffiliatesAffiliates (other than Parent, Representatives, Merger Sub or the Financing Sources), members, managers, general or limited partners, stockholders shareholders and successors, heirs and assignees of each of Parent, Merger Sub, Kaseya Parent, Kaseya Inc. and the Guarantor Guarantors and each of their respective Affiliates (collectively, the “Parent Related Parties”) ), the Debt Financing Sources and the Debt Financing Source Parties in respect of this Agreement, any agreement executed in connection herewith (including the Commitment Letters and the Guarantee) and the transactions contemplated hereby and thereby, and upon payment of such amounts (which recourse shall be sought solely against Parent and Merger Sub and subject to the Parent Termination Feelimitations set forth herein (or Guarantors in accordance with, and subject to the limitations set forth in, the Guarantee and Equity Commitment Letter)), none of the Parent Related Parties, the Debt Financing Sources and the Debt Financing Source Parties will have any further liability or obligation to the Company or any of its Subsidiaries the Company Related Parties relating to or arising out of this Agreement, any agreement executed in connection herewith (including the Commitment Letters and the Guarantee) or the transactions contemplated hereby and thereby (except that the Parties (or their Affiliates) will remain obligated with respect to the Confidentiality Agreement, the Reimbursement Obligations, Section ‎8.2, Section ‎8.3(a), Section ‎8.3(e), and Section ‎8.3(f) and Guarantors will remain obligated with respect to, and the Company and its Subsidiaries may be entitled to remedies with respect to, the Confidentiality Guarantee, subject to the limitations set forth therein), and neither the Company nor Company Related Party shall be entitled to bring or maintain any claim, action or proceeding against Parent, Merger Sub, any other Parent Related Party, any Debt Financing Sources or any of the Debt Financing Source Parties arising out of, related to or otherwise in connection with this Agreement (or any breach of any representation, warranty, covenant, agreement or obligation contained herein), the transactions contemplated by this Agreement, Section 8.3(a) the failure of the Closing to be consummated or the Commitment Letters and Section 8.3(e)the financings contemplated therein, as applicableincluding the Debt Financing and the financing of the Equity Financing (and the abandonment or termination thereof). The parties acknowledge Notwithstanding the foregoing, this Section ‎8.3(f)(i) will not relieve Parent, Merger Sub or Guarantors from liability (1) for any Willful and agree Material Breach of this Agreement or (2) for any breaches of the Confidentiality Agreement (except as further set forth in the immediately following proviso); provided that while (x) under no circumstances will the Company may pursue a grant collective monetary damages payable by Pxxxxx, Merger Sub or any of specific performance their Affiliates (including Guarantors) for breaches under this Agreement, the Guarantee or the Equity Commitment Letter exceed an amount equal to $125,000,000 plus the Reimbursement Obligations and any obligations under Section ‎8.3(e) in accordance with Section 9.8(b) and the aggregate for all such breaches (taking into account, for the avoidance of doubt, any payment of the Parent Termination Fee, the Reimbursement Obligations and/or any obligations under Section ‎8.3(e)) and in no event shall the Company be entitled or any Company Related Party seek to obtain both (x) a grant recover any money damages in excess of specific performance pursuant to Section 9.8(b) that results in the Closing occurring such amount and (y) payment of monetary damages in accordance with this Section 8.3(f). The the event Parent Related Parties are intended third party beneficiaries of this Section 8.3(f)(i). In no event shall Parent, Merger Sub, Kaseya Parent (or Kaseya Inc. have liability for monetary damages (including monetary damages in lieu of specific performance and damages pursuant to the penultimate sentence of Section 8.2(b)Guarantors) other than payment of pays the Parent Termination Fee plus any amounts owed by (or an aggregate dollar amount equal to the Parent under Section 8.3(e)Termination Fee, whether or not such amount is identified as the “Parent Termination Fee”) to the Company following a valid termination of this Agreement in accordance with its terms when such Parent Termination Fee is payable, and the amount Company accepts such fee or does not return it to Parent within two (2) Business Days of the Company’s receipt thereof, the Company Related Parties shall have no further rights or remedies whatsoever against any of the Parent Termination Fee Related Parties, including any claims for monetary damages of any kind or nature whatsoever, whether or not arising as a result of or in connection with any Willful and Material Breach and whether sounding, in contract, tort, at law or in equity, or based on any other legal theory or argument. If this Agreement is terminated pursuant to Section ‎8.1, other than the remedies described in this Section ‎8.3(f)(i), no Parent Related Party, Debt Financing Sources or Debt Financing Source Parties shall be have any further liability or obligation (whether in tort, contract or otherwise), whether by or through attempted piercing of the maximum aggregate corporate (or limited liability of Parentcompany or limited partnership) veil, Merger Subby or through a claim against Guarantors or any other Parent Related Party, Kaseya Parent the Debt Financing Sources or any Debt Financing Source Parties, in each case to the Company or any Company Related Party, and Kaseya Inc. hereunder.the Company covenants and agrees that it shall not institute, and shall cause its directors, officers and Subsidiaries and direct its other Representatives, Affiliates and other Company Related Parties not to institute, a Legal Proceeding to seek recourse for such further liability or obligation. 109

Sole Remedy. (i) The CompanyNotwithstanding any other provision of this Agreement, if this Agreement is validly terminated in a circumstance in which the Company Termination Fee is payable, Parent’s receipt of the Parent Company Termination Fee Fee, to the extent owed pursuant to Section 8.3(c) and the Company10.03(a), or Parent’s right to specific performance pursuant to Section 9.8 11.13, as applicable, will be the sole and exclusive remedies of (x) Parent, NICE and Merger Subsidiary and (y) the Company former, current and its future holders of any equity, controlling persons, Affiliates (other than Parent, NICE or Merger Subsidiary), Representatives, members, managers, general or limited partners, stockholders and assignees of each of Parent, NICE and Merger Subsidiary (collectively, the “Parent Related Parties”) against (A) Parentthe Company, Merger Sub, Kaseya Parent, Kaseya Inc. or the Guarantor its Subsidiaries and each of their respective Affiliates Affiliates; and (B) the former, current and future holders of any equity, controlling persons, directors, officers, employees, agents, attorneys, Affiliates, Representatives, Financing Sources, members, managers, general or limited partners, stockholders and assignees of each of Parentthe Company, Merger Sub, Kaseya Parent, Kaseya Inc. and the Guarantor its Subsidiaries and each of their respective Affiliates (collectively, the “Parent Company Related Parties”) in respect of this Agreement, any agreement executed in connection herewith and the transactions contemplated hereby and thereby, and upon payment of the Parent Company Termination Fee, none of the Parent Company Related Parties will have any further liability or obligation to the Company Parent or Merger Subsidiary or any of its Subsidiaries Parent Related Parties relating to or arising out of this Agreement, any agreement executed in connection herewith (including the Guarantee) or the transactions contemplated hereby and thereby (except that the Parties parties (or their Affiliates) will remain obligated with respect to, and the Company Parent and its Merger Subsidiary and their Subsidiaries may be entitled to remedies with respect to, the Confidentiality Agreement, Section 8.3(a) Agreement and Section 8.3(e)11.04, as applicable). The parties acknowledge and agree that while For the Company may pursue a grant avoidance of specific performance in accordance with Section 9.8(b) and payment of the Parent Termination Feedoubt, in no event shall the Company Parent be entitled to obtain both (x) a grant of specific performance pursuant to Section 9.8(b) 11.13 that results in the Closing occurring and (y) payment of monetary damages the Company Termination Fee in accordance with this Section 8.3(f10.03(a). The Parent Company Related Parties are intended third party beneficiaries of this Section 8.3(f)(i10.03(c). In no event shall Parent, Merger Sub, Kaseya Parent or Kaseya Inc. have liability for monetary damages (including monetary damages in lieu of specific performance and damages pursuant to the penultimate sentence of Section 8.2(b)) other than payment of the Parent Termination Fee plus any amounts owed by Parent under Section 8.3(e), and the amount of the Parent Termination Fee shall be the maximum aggregate liability of Parent, Merger Sub, Kaseya Parent and Kaseya Inc. hereunder.

Sole Remedy. (i) The Subject to Section 8.2(b), (A) the Company’s receipt of the Parent Termination Fee to the extent owed pursuant to Section 8.3(c) (including the Company’s right to enforce the Fee Funding Arrangement with respect thereto and receive the Parent Termination Fee and any other amounts from the Sponsors to the extent expressly permitted under the terms of the Fee Funding Arrangement), (B) the Company’s receipt of payments to the extent owed by Parent pursuant to Section 8.3(e), (C) the Company’s right to enforce its rights under the Reimbursement Obligations, and (D) the Company’s right to enforce its rights under Confidentiality Agreement and the Company’s right to specific performance pursuant to Section 9.8 9.8(b) will be the sole and exclusive remedies of the Company and its Affiliates against (A1) Parent, Merger Sub, Kaseya Parent, Kaseya Inc. Sub or the Guarantor and each of their respective Affiliates and Sponsors; (B2) the former, current and future holders of any equity, controlling persons, directors, officers, employees, agents, attorneys, AffiliatesAffiliates (other than Parent, Merger Sub or the Sponsors), Representatives, Financing Sources, members, managers, general or limited partners, stockholders and assignees of each of Parent, Merger Sub, Kaseya Parent, Kaseya Inc. Sub and the Guarantor Sponsors and each of their respective Affiliates (collectively, the “Parent Related Parties”) and (3) the Financing Sources in respect of this Agreement, any agreement executed in connection herewith (including the Financing Letters and the Fee Funding Arrangement) and the transactions contemplated hereby and thereby, and upon payment of the Parent Termination Feesuch amounts, none of the Parent Related Parties or the Financing Sources will have any further liability or obligation to the Company or any of its Subsidiaries relating to or arising out of this Agreement, any agreement executed in connection herewith (including the GuaranteeFinancing Letters and the Fee Funding Arrangement) or and the transactions contemplated hereby and thereby (except that the Parties (or their Affiliates) will remain obligated with respect to, and the Company and its Subsidiaries may be entitled to remedies with respect to, the Confidentiality Agreement, the Reimbursement Obligations, Section 8.3(a) and Section 8.3(e)) and the Sponsors will remain obligated with respect to, as applicable). The parties acknowledge and agree that while the Company and its Subsidiaries may pursue a grant of specific performance in accordance with Section 9.8(b) and payment of the Parent Termination Fee, in no event shall the Company be entitled to obtain both (x) a grant of specific performance pursuant remedies with respect to, the Fee Funding Arrangement to Section 9.8(b) that results in the Closing occurring and (y) payment of monetary damages in accordance with this Section 8.3(fextent expressly permitted under the terms thereof). The Parent Related Parties and the Financing Sources are intended third third-party beneficiaries of this Section 8.3(f)(i). In no event shall Parent, Merger Sub, Kaseya Parent or Kaseya Inc. have liability for monetary damages (including monetary damages in lieu of specific performance and damages pursuant to the penultimate sentence of Section 8.2(b)) other than payment of the Parent Termination Fee plus any amounts owed by Parent under Section 8.3(e), and the amount of the Parent Termination Fee shall be the maximum aggregate liability of Parent, Merger Sub, Kaseya Parent and Kaseya Inc. hereunder.

Sole Remedy. (i) The Subject to the Company’s receipt of rights pursuant to Section 9.8 and Section 8.2(b), in the event this Agreement is terminated pursuant to a Parent Termination Fee Event, the Parent Termination Fee Fee, to the extent the relevant fee is owed pursuant to Section 8.3(c) ), and the Company’s right to specific performance pursuant to Section 9.8 Reimbursement Obligations will be the sole and exclusive remedies of the Company and its Affiliates Related Parties against (A) Parent, Merger Sub, Kaseya Parent, Kaseya Inc. or the Guarantor Parent and each of their respective Affiliates its Affiliates; and (B) the former, current and future holders of any equity, controlling persons, directors, officers, employees, agents, attorneys, Affiliates, Representatives, Financing Sources, members, managers, general or limited partners, stockholders and assignees of each of Parent, Merger Sub, Kaseya Parent, Kaseya Inc. the Parent and its Affiliates and the Guarantor Financing Sources (the Persons in clauses (A) and each of their respective Affiliates (B) collectively, the “Parent Related Parties”) in respect of this Agreement, any agreement executed in connection herewith (excluding the Confidentiality Agreement) 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 Law arising out of any such breach, termination or failure, and upon other than in respect of the payment of the Parent Termination FeeFee and Reimbursement Obligations, (1) none of the Parent Related Parties will have any further liability Liability or obligation to the Company or any of its Subsidiaries Related Parties 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 and (including 2) neither the GuaranteeCompany nor any other Person will be entitled to bring or maintain any Legal Proceeding against the Parent or any Parent Related Party arising out of this Agreement, any agreement executed in connection herewith (excluding the Confidentiality Agreement) or the transactions contemplated hereby and thereby (except that or any matters forming the Parties (or their Affiliates) will remain obligated with respect to, and the Company and its Subsidiaries may be entitled to remedies with respect to, the Confidentiality Agreement, Section 8.3(a) and Section 8.3(e), as applicable). The parties acknowledge and agree that while the Company may pursue a grant of specific performance in accordance with Section 9.8(b) and payment of the Parent Termination Fee, in no event shall the Company be entitled to obtain both (x) a grant of specific performance pursuant to Section 9.8(b) that results in the Closing occurring and (y) payment of monetary damages in accordance with this Section 8.3(f). The Parent Related Parties are intended third party beneficiaries of this Section 8.3(f)(i). In no event shall Parent, Merger Sub, Kaseya Parent or Kaseya Inc. have liability basis for monetary damages (including monetary damages in lieu of specific performance and damages pursuant to the penultimate sentence of Section 8.2(b)) other than payment of the Parent Termination Fee plus any amounts owed by Parent under Section 8.3(e), and the amount of the Parent Termination Fee shall be the maximum aggregate liability of Parent, Merger Sub, Kaseya Parent and Kaseya Inc. hereundersuch termination.

Sole Remedy. (ia) The Company’s receipt Company acknowledges and agrees that, as of the date hereof, neither Parent Termination Fee nor Merger Sub has any assets other than their respective rights under the Merger Agreement, the Equity Commitment Letter, the Other Equity Commitment Letters, and the agreements contemplated thereby. Except as specifically contemplated by this Limited Guarantee, the Other Limited Guarantees and the letter agreement, dated as of the date hereof, between the Guarantor and Parent pursuant to which the Guarantor has agreed, subject to the terms and upon conditions set forth therein, to make a certain equity contributions to Parent (the “Equity Commitment Letter”) or the other letter agreements, dated as of the date hereof, between each of Vista Equity Partners Fund VII and KKR Knowledge Investors L.P. (the “Other Commitment Parties”) and Parent pursuant to which such Other Commitment Parties have agreed, subject to the terms and conditions set forth therein, to make certain equity contributions to Parent (the “Other Equity Commitment Letters”), to the extent owed necessary to pay the filing fees and related expenses of Parent or Merger Sub prior to the Closing in connection with the filings contemplated by Section 6.2(a) of the Merger Agreement or as is required to comply with Parent’s or Merger Sub’s reimbursement and indemnification obligations pursuant to Section 8.3(cSections 6.6(g) and 6.6(h) of the Company’s Merger Agreement prior to the Closing, the Company acknowledges and agrees that no funds are expected to be contributed to Parent or Merger Sub unless the Closing occurs, and that, except for rights against Parent and Merger Sub in paragraph 4 of the Equity Commitment Letter and the applicable provision in the Other Equity Commitment Letters and Section 9.10(b) of the Merger Agreement and subject to all of the terms, conditions and limitations herein and in the Merger Agreement, the Company shall not have any right to specific performance cause any assets to be contributed to Parent or Merger Sub by the Guarantor, any Guarantor Affiliate (as defined below) or any other Person, except as is required to comply with Parent’s or Merger Sub’s reimbursement and indemnification obligations pursuant to Section 9.8 will be the sole Sections 6.6(g) and exclusive remedies 6.6(h) of the Company and its Affiliates against (A) Parent, Merger Sub, Kaseya Parent, Kaseya Inc. or the Guarantor and each of their respective Affiliates and (B) the former, current and future holders of any equity, controlling persons, directors, officers, employees, agents, attorneys, Affiliates, Representatives, Financing Sources, members, managers, general or limited partners, stockholders and assignees of each of Parent, Merger Sub, Kaseya Parent, Kaseya Inc. and the Guarantor and each of their respective Affiliates (collectively, the “Parent Related Parties”) in respect of this Agreement, any agreement executed in connection herewith and the transactions contemplated hereby and thereby, and upon payment of the Parent Termination Fee, none of the Parent Related Parties will have any further liability or obligation Agreement prior to the Company or any of its Subsidiaries relating to or arising out of this Agreement, any agreement executed in connection herewith (including the Guarantee) or the transactions contemplated hereby and thereby (except that the Parties (or their Affiliates) will remain obligated with respect to, and the Company and its Subsidiaries may be entitled to remedies with respect to, the Confidentiality Agreement, Section 8.3(a) and Section 8.3(e), as applicable). The parties acknowledge and agree that while the Company may pursue a grant of specific performance in accordance with Section 9.8(b) and payment of the Parent Termination Fee, in no event shall the Company be entitled to obtain both (x) a grant of specific performance pursuant to Section 9.8(b) that results in the Closing occurring and (y) payment of monetary damages in accordance with this Section 8.3(f). The Parent Related Parties are intended third party beneficiaries of this Section 8.3(f)(i). In no event shall Parent, Merger Sub, Kaseya Parent or Kaseya Inc. have liability for monetary damages (including monetary damages in lieu of specific performance and damages pursuant to the penultimate sentence of Section 8.2(b)) other than payment of the Parent Termination Fee plus any amounts owed by Parent under Section 8.3(e), and the amount of the Parent Termination Fee shall be the maximum aggregate liability of Parent, Merger Sub, Kaseya Parent and Kaseya Inc. hereunderClosing.

Sole Remedy. (i) The Company’s receipt Notwithstanding anything contained in this Agreement to the contrary, the sole remedy for any and all claims of the Parent Termination Fee nature described in Section 10.1 or otherwise in this Agreement, other than for (a) Payable Claims for fraud or arising from breaches of Sections 6.1, 6.2, 6.3, 6.4(a), 6.10, 6.11 and/or 6.12 (solely for wage laws), above, but subject to the extent owed limitations contained in this Article X, (b) any amounts due to Parent in excess of the Adjustment Escrow not covered by the Participating Shareholders pursuant to Section 8.3(c4.5(b) and (c) any amounts due by the Company’s right to specific performance pursuant to Section 9.8 will be the sole and exclusive remedies of the Company and its Affiliates against (A) Surviving Corporation or Parent, Merger Subincluding costs and expenses, Kaseya Parent, Kaseya Inc. or the Guarantor and each of their respective Affiliates and (B) the former, current and future holders of any equity, controlling persons, directors, officers, employees, agents, attorneys, Affiliates, Representatives, Financing Sources, members, managers, general or limited partners, stockholders and assignees of each of Parent, Merger Sub, Kaseya Parent, Kaseya Inc. and the Guarantor and each of their respective Affiliates (collectively, the “Parent Related Parties”) in respect of this Agreement, any agreement executed Company Common Shareholders who exercise dissenter rights in connection herewith and the transactions contemplated hereby and thereby, and upon payment excess of the Distribution Share relating to such shareholders, shall be the right to set-off Payable Claims against the Indemnity Escrow pursuant to the Escrow Agreement. Any amounts due under (a), (b) or (c) shall first be paid with funds from the Indemnity Escrow pursuant to this Section 10.6; provided, however, in the event the Indemnity Escrow is exhausted pursuant to this Section 10.6 or paid to the Participating Shareholders pursuant to the Escrow Agreement before a Payable Claim arises, Parent Termination Feeand/or the Surviving Corporation may pursue any and all remedies available to them at law or in equity with respect to any such Payable Claim to enforce the indemnification provisions of Section 10.1, none above, subject to the provisions of this Article X. Any claims for indemnification made in good faith by Parent and/or the Surviving Corporation in writing prior to the expiration of the Parent Related Parties will have any further liability or obligation to the Company or any of its Subsidiaries relating to or arising out of this Agreement, any agreement executed in connection herewith (including the Guarantee) or the transactions contemplated hereby and thereby (except that the Parties (or their Affiliates) will remain obligated with respect toIndemnity Escrow Period, and the Company and its Subsidiaries may be entitled to remedies right of indemnity with respect tothereto, the Confidentiality Agreement, Section 8.3(a) and Section 8.3(e), as applicable). The parties acknowledge and agree that while the Company may pursue a grant of specific performance in accordance with Section 9.8(b) and payment of the Parent Termination Fee, in no event shall the Company be entitled to obtain both (x) a grant of specific performance pursuant to Section 9.8(b) that results in the Closing occurring and (y) payment of monetary damages in accordance with this Section 8.3(f). The Parent Related Parties are intended third party beneficiaries of this Section 8.3(f)(i). In no event shall Parent, Merger Sub, Kaseya Parent survive until resolved or Kaseya Inc. have liability for monetary damages (including monetary damages in lieu of specific performance and damages judicially determined pursuant to the penultimate sentence provision of Section 8.2(b)) other than payment this Article X. Holders of Company Stock prior to the Parent Termination Fee plus Closing will not have any amounts owed by Parent under Section 8.3(e), and right of contribution from the amount of the Parent Termination Fee shall be the maximum aggregate liability of Parent, Merger Sub, Kaseya Parent and Kaseya Inc. hereunder.Surviving Corporation for liabilities for such holders’ obligations pursuant to this Article X.

Sole Remedy. (i) The If this Agreement is terminated pursuant to Section 8.1, the Company’s receipt of the Parent Termination Fee to the extent owed pursuant to Section 8.3(c) (including the Company’s right to enforce the Guarantee with respect thereto and receive the Parent Termination Fee from Guarantor), the Reimbursement Obligations and the Company’s right to seek specific performance pursuant to Section 9.8 will be the sole and exclusive remedies of the Company and its Affiliates the Company Related Parties against (A) Parent, Merger Sub, Kaseya Parent, Kaseya Inc. Sub or the Guarantor and each of their respective Affiliates Financing Sources; and (B) the former, current and future holders of any equity, controlling persons, directors, officers, employees, agents, attorneys, AffiliatesAffiliates (other than Parent, Representatives, Merger Sub or the Financing Sources), members, managers, general or limited partners, stockholders shareholders and successors, heirs and assignees of each of Parent, Merger Sub, Kaseya Parent, Kaseya Inc. Sub and the Guarantor and each of their respective Affiliates (collectively, the “Parent Related Parties”) ), the Debt Financing Sources and the Debt Financing Sources Related Parties in respect of this Agreement, any agreement executed in connection herewith (including the Financing Letters and the Guarantee) and the transactions contemplated hereby and thereby, and upon payment of such amounts (which recourse shall be sought solely against Parent and Merger Sub and subject to the Parent Termination Feelimitations set forth herein (or the Guarantor in accordance with, and subject to the limitations set forth in, the Guarantee and Equity Commitment Letter)), none of the Parent Related Parties, the Debt Financing Sources and the Debt Financing Sources Related Parties will have any further liability or obligation to the Company or any of its Subsidiaries the Company Related Parties relating to or arising out of this Agreement, any agreement executed in connection herewith (including the Financing Letters and the Guarantee) or the transactions contemplated hereby and thereby (except that the Parties (or their Affiliates) will remain obligated with respect to, and the Company and its Subsidiaries may be entitled to remedies with respect to, the Confidentiality Agreement, the Reimbursement Obligations, Section 8.2, Section 8.3(a) and ), Section 8.3(e), as applicableand Section 8.1(f), and the Guarantor will remain obligated with respect to, and the Company and its Subsidiaries may be entitled to remedies with respect to, the Guarantee), and neither the Company nor any other Person shall be entitled to bring or maintain any claim, action or proceeding against Parent, Merger Sub, any other Parent Related Party, any Debt Financing Sources or any of the Debt Financing Sources Related Parties arising out of, related to or otherwise in connection with this Agreement (or any breach of any representation, warranty, covenant, agreement or obligation contained herein), the transactions contemplated by this Agreement, the failure of the Closing to be consummated or the Financing Letters and the financings contemplated therein, including the Debt Financing and the financing of the Equity Financing (and the abandonment or termination thereof). The parties acknowledge Notwithstanding the foregoing, this Section 8.3(f)(i) will not relieve Parent, Merger Sub or Guarantor from liability (1) for any Willful and agree that while Material Breach of this Agreement or (2) for any breaches of the Company may pursue a grant Confidentiality Agreement; provided that, under no circumstances will the collective monetary damages payable by Parent, Merger Sub or any of specific performance their Affiliates (including the Guarantor) for breaches under this Agreement, the Guarantee or the Equity Commitment Letter exceed an amount equal to $91,800,000 plus the Reimbursement Obligations and any obligations under Section 8.3(e) in accordance with Section 9.8(b) and the aggregate for all such breaches (taking into account, for the avoidance of doubt, any payment of the Parent Termination Fee, the Reimbursement Obligations and/or any obligations under Section 8.3(e)) and in no event shall the Company be entitled or any Company Related Party seek to obtain both (x) a grant recover any money damages in excess of specific performance such amount. If this Agreement is terminated pursuant to Section 9.8(b) that results 8.1, other than the remedies described in the Closing occurring and (y) payment of monetary damages in accordance with this Section 8.3(f). The Parent Related Parties are intended third party beneficiaries of this Section 8.3(f)(i). In , no event Parent Related Party, Debt Financing Sources or Debt Financing Sources Related Parties shall Parenthave any further liability or obligation (whether in tort, Merger Subcontract or otherwise), Kaseya Parent whether by or Kaseya Inc. have liability for monetary damages (including monetary damages in lieu of specific performance and damages pursuant to the penultimate sentence of Section 8.2(b)) other than payment through attempted piercing of the corporate (or limited liability company or limited partnership) veil, by or through a claim against the Guarantor or any other Parent Termination Fee plus Related Party, the Debt Financing Sources or any amounts owed by Parent under Section 8.3(e)Debt Financing Sources Related Parties and the Company covenants and agrees that it shall not institute, and the amount of the Parent Termination Fee shall be the maximum aggregate cause its directors, officers and Subsidiaries and direct its other Representatives, Affiliates and other Company Related Parties not to institute, a Legal Proceeding to seek recourse for such further liability of Parent, Merger Sub, Kaseya Parent and Kaseya Inc. hereunderor obligation.

Sole Remedy. (i) The Company’s receipt Under no circumstances will the collective monetary damages payable by Parent, Merger Sub or the Guarantor or any of their respective Affiliates for breaches under this Agreement, the Guarantee or the Equity Commitment Letter exceed an amount equal to $188,500,000 plus the Reimbursement Obligations in the aggregate for all such breaches (the “Parent Liability Limitation”). In no event will the Company be entitled to seek or obtain, any monetary recovery or monetary award in excess of the Parent Termination Fee to the extent owed pursuant to Section 8.3(c) and the Company’s right to specific performance pursuant to Section 9.8 will be the sole and exclusive remedies of the Company and its Affiliates Liability Limitation against (A) Parent, Merger Sub, Kaseya Parent, Kaseya Inc. Sub or the Guarantor and each of their respective Affiliates Guarantor; and (B) the former, current and future holders of any equity, controlling persons, directors, officers, employees, agents, agents and attorneys, AffiliatesAffiliates (other than Parent, Merger Sub or the Guarantor), Representatives, Financing Sources, members, managers, general or limited partners, stockholders and assignees of each of Parent, Merger Sub, Kaseya Parent, Kaseya Inc. Sub and the Guarantor and each of their respective Affiliates (collectively, the “Parent Related Parties”) in respect of this Agreement, any agreement executed in connection herewith and the transactions contemplated hereby and thereby), and upon payment of the full amount of the Parent Termination FeeLiability Limitation, none of the Parent Related Parties will have any further liability or obligation to the Company or any of its Subsidiaries relating to or arising out of this Agreement, any agreement executed in connection herewith (including the Guarantee) or the transactions contemplated hereby and thereby (except that the Parties (or their Affiliates) will remain obligated with respect to, and the Company and its Subsidiaries may be entitled to remedies with respect to, the Confidentiality Agreement, the Reimbursement Obligations and Section 8.3(a) and Section 8.3(e), as applicable). The parties acknowledge and agree that while the Company may pursue a grant of specific performance in accordance with Section 9.8(b) and payment of monetary damages up to the Parent Termination FeeLiability Limitation, in no event shall the Company be entitled to obtain both (x) a grant of specific performance pursuant to Section 9.8(b) that results in the Closing occurring and (y) payment of monetary damages in accordance with this Section 8.3(f8.2(b). The Parent Related Parties are intended third party beneficiaries of this Section 8.3(f)(i). In no event shall Parent, Merger Sub, Kaseya the Parent or Kaseya Inc. Related Parties have liability for monetary damages (including monetary damages in lieu of specific performance and damages for fraud and Willful and Material Breach pursuant to the penultimate sentence of Section 8.2(b)) other than payment in the aggregate in excess of the Parent Termination Fee plus Liability Limit (in each case, less any amounts owed by Parent under Section 8.3(eportion thereof that has been paid), and the amount of the Parent Termination Fee Liability Limit shall be the maximum aggregate liability of Parent, Merger Sub, Kaseya the Parent and Kaseya Inc. Related Parties hereunder.

Sole Remedy. (i) The Company’s receipt of the Parent Termination Fee to the extent owed pursuant to Section 8.3(c) (including the Company’s right to enforce the Guarantee with respect thereto and receive the Parent Termination Fee, together with interest on such amount), subject in all respects to the Company’s right to enforce its rights under the Confidentiality Agreement and the Company’s right to specific performance pursuant to Section 9.8 9.8(b), will be the sole and exclusive remedies remedy of the Company and its Affiliates against (A) Parent, Merger Sub, Kaseya Parent, Kaseya Inc. Sub or the Guarantor and each of their respective Affiliates Guarantors; and (B) the former, current and future holders of any equity, controlling persons, directors, officers, employees, agents, attorneysAffiliates (other than Parent, AffiliatesMerger Sub or Guarantors), Representatives, Financing Sources, members, managers, current or future general or limited partners, stockholders and assignees of each of Parent, Merger Sub, Kaseya Parent, Kaseya Inc. Sub and the Guarantor and each of their respective Affiliates Guarantors (collectively, the “Parent Related Parties”) in respect of this Agreement, the Transactions, any agreement executed in connection herewith (including the Financing Letters and the Guarantee) or the transactions contemplated hereby and thereby, and upon payment of the Parent Termination Feesuch amounts, none of the Parent Related Parties will have any further liability or obligation to the Company or any of its Subsidiaries relating to or arising out of this Agreement, the Transactions, any agreement executed in connection herewith (including the Financing Letters and the Guarantee) or the transactions contemplated hereby and thereby (except that the Parties (or their Affiliates) will remain obligated with respect to, and the Company and its Subsidiaries may be entitled to remedies with respect to, the Confidentiality Agreement, the Reimbursement Obligations, Section 8.2, Section 8.3(a) and Section 8.3(e)) (and the Guarantors will remain obligated with respect to, as applicable). The parties acknowledge and agree that while the Company and its Subsidiaries may pursue a grant of specific performance in accordance with Section 9.8(b) and payment of the Parent Termination Fee, in no event shall the Company be entitled to obtain both (x) a grant of specific performance pursuant to Section 9.8(b) that results in remedies with respect to, the Closing occurring and (y) payment of monetary damages in accordance with this Section 8.3(f). The Parent Related Parties are intended third party beneficiaries of this Section 8.3(f)(i). In no event shall Parent, Merger Sub, Kaseya Parent or Kaseya Inc. have liability for monetary damages (including monetary damages in lieu of specific performance and damages pursuant Guarantee solely to the penultimate sentence of Section 8.2(b)) other than payment extent that any of the Parent Termination Fee plus any amounts owed by Parent under Section 8.3(eimmediately foregoing obligations are guaranteed thereunder), and the amount of the Parent Termination Fee shall be the maximum aggregate liability of Parent, Merger Sub, Kaseya Parent and Kaseya Inc. hereunder).

Sole Remedy. (i) The Notwithstanding anything to the contrary provided in this Agreement but subject to Section 8.3(g) and the last sentence of this Section 8.3(f)(i), if Parent or Merger Sub fails to effect the Closing or otherwise breaches this Agreement or fails to perform hereunder (in any case, whether willfully, intentionally, unintentionally or by Willful and Material Breach or otherwise) when required to do so, then, except for (x) the Company’s receipt of the rights under Section 9.8 to require Parent Termination Fee and Merger Sub to specifically perform its obligations under this Agreement (solely to the extent owed pursuant to permitted by Section 8.3(c9.8), (y) and the Company’s right rights under the Equity Commitment Letter and the Guarantee solely to specific performance pursuant the extent provided therein, and (z) the Company’s rights under Section 6.6(e) and Section 6.6(f) with respect to any Reimbursement Obligations and under Section 9.8 will be 8.3(e) with respect to any Collection Costs, the Company’s sole and exclusive remedies of the Company and its Affiliates remedy (whether at law, in equity, in contract, in tort or otherwise) against (A) Parent, Merger Sub, Kaseya Parent, Kaseya Inc. Sub or any of the Guarantor and each of their respective Affiliates and (B) the former, current and future holders of any equity, controlling persons, directors, officers, employees, agents, attorneys, Affiliates, Representatives, Financing Sources, members, managers, general or limited partners, stockholders and assignees of each of Parent, Merger Sub, Kaseya Parent, Kaseya Inc. and the Guarantor and each of their respective Affiliates (collectively, the “other Parent Related Parties”) Parties in respect of this Agreement, any agreement executed in connection herewith Agreement and the transactions contemplated hereby shall be to terminate this Agreement in accordance with Section 8.1(g) or Section 8.1(i) and thereby, and upon receive payment of the Parent Termination Fee, none any Reimbursement Obligations and any Collection Costs (in each case from Parent or from the Guarantor pursuant to the Guarantee solely to the extent provided therein) to the extent payable hereunder, and upon payment of such amounts by Parent (or by the Guarantor pursuant to the Guarantee solely to the extent provided therein), Parent Related Parties will and Merger Sub shall have any no further liability or obligation to the Company or any of its Subsidiaries relating to or arising out of this Agreement, any agreement Contract executed in connection herewith (including the GuaranteeFinancing Letters) or any of the transactions contemplated hereby and thereby (except that the Parties (or their Affiliates) will remain obligated thereby. Except with respect toto the Company’s rights under Section 8.3(c), and the Company and its Subsidiaries may be entitled to remedies with respect to, the Confidentiality Agreement, Section 8.3(a) and Section 8.3(e), as applicable). The parties acknowledge and agree that while the Company may pursue a grant of specific performance in accordance with Section 9.8(b6.6(e) and Section 6.6(f) to receive the Parent Termination Fee, any Reimbursement Obligations and any Collection Costs and as expressly set forth in the Guarantee to seek payment of the Parent Termination Fee, any Reimbursement Obligations and any Collection Costs from the Guarantor, following a valid termination of this Agreement pursuant to Section 8.1, the Company shall thereafter not be entitled to bring and shall in no event shall support, facilitate, encourage or take any Legal Proceeding other than opposing the Company be entitled to obtain both bringing of any Legal Proceeding (xunder any legal theory, whether sounding in law (whether for breach of contract, in tort or otherwise) a grant of specific performance pursuant to Section 9.8(bor in equity) that results in the Closing occurring and (y) payment of monetary damages in accordance with this Section 8.3(f). The Parent Related Parties are intended third party beneficiaries of this Section 8.3(f)(i). In no event shall against Parent, Merger Sub, Kaseya Parent Guarantor or Kaseya Inc. have liability for monetary damages (including monetary damages in lieu of specific performance and damages pursuant to the penultimate sentence of Section 8.2(b)) other than payment any of the Parent Termination Fee plus any amounts owed by Parent under Section 8.3(e), and the amount of the Parent Termination Fee shall be the maximum aggregate liability of other Parent, Merger Sub, Kaseya Parent and Kaseya Inc. hereunder.