Common use of Sole Remedy Clause in Contracts

Sole Remedy. (i) The Breach Severance Payment, Product Severance Payment and/or the Territory Severance Payment payable by MEC to Distributor, pursuant to the provisions of this Section 12, if any, and MEC’s repurchase of Distributor’s inventory of Products, advertising materials and MEC Equipment pursuant to Section 12(e)(iv) below, or Distributor’s right to sell such inventory if not so repurchased by MEC, shall constitute Distributor’s sole and exclusive remedy for the termination or non-renewal of this Agreement, including, without limitation, in the case of a breach and shall be in lieu of all other claims that Distributor may have against MEC as a result thereof. Without in any way detracting from or limiting the provisions of Sections 12(e)(iii) and 12(e)(v) below and, in addition thereto, under no circumstances shall MEC be liable to Distributor by reason of the termination or non-renewal of this Agreement for compensation, reimbursement or damages of whatsoever nature including, without limitation, for (A) loss of prospective compensation or earnings, (B) goodwill or loss thereof, or (C) expenditures, investments, leases or any type of commitment made in connection with the business of Distributor or in reliance on the existence of this Agreement. (ii) The Breach Severance Payment payable by Distributor to MEC pursuant to the provisions of this Section 12, if any, and MEC’s repurchase of Distributor’s inventory of Products, advertising materials and MEC Equipment pursuant to Section 12(e)(iv) below, or Distributor’s right to sell such inventory if not so repurchased by MEC, shall constitute MEC’s sole and exclusive remedy for the termination or non-renewal of this Agreement, including, without limitation, in the case of a breach and shall be in lieu of all other claims that MEC may have against Distributor as a result thereof. Without in any way detracting from or limiting the provisions of Sections 12(e)(iii) and 12(e)(v) below and, in addition thereto, under no circumstances shall Distributor be liable to MEC by reason of the termination or non-renewal of this Agreement for compensation, reimbursement or damages of whatsoever nature including, without limitation, for (A) loss of prospective compensation or earnings, (B) goodwill or loss thereof, or (C) expenditures, investments, leases or any type of commitment made in connection with the business of MEC or in reliance on the existence of this Agreement.

Sole Remedy. (i) The Breach Severance Payment, Product Severance Payment and/or the Territory Severance Payment payable by MEC to Distributor, pursuant Notwithstanding anything herein to the provisions of this contrary, but except as otherwise provided in Section 12, if any, and MEC’s repurchase of Distributor’s inventory of Products, advertising materials and MEC Equipment pursuant to Section 12(e)(iv) below, or Distributor’s right to sell such inventory if not so repurchased by MEC, shall constitute Distributor’s sole and exclusive remedy for the termination or non-renewal of this Agreement, including, without limitation, in the case of a breach and shall be in lieu of all other claims that Distributor may have against MEC as a result thereof. Without in any way detracting from or limiting the provisions of Sections 12(e)(iii7.3(b) and 12(e)(v) below and, in addition theretoexcept for equitable relief sought by Sellers hereunder (including injunction or specific performance), under no circumstances shall MEC be liable to Distributor by reason Buyer have any Liability under this Agreement in excess of the termination or non-renewal of this Agreement for compensation, reimbursement or damages of whatsoever nature including, without limitation, for (A) loss of prospective compensation or earnings, (B) goodwill or loss thereof, or (C) expenditures, investments, leases or any type of commitment made in connection with the business of Distributor or in reliance on the existence of this AgreementDeposit Amount. (ii) The Breach Severance Payment payable by Distributor to MEC pursuant to Retaining the provisions of this Section 12, if any, and MEC’s repurchase of Distributor’s inventory of Products, advertising materials and MEC Equipment pursuant to Section 12(e)(iv) below, or Distributor’s right to sell such inventory if not so repurchased by MEC, Deposit Amount shall constitute MEC’s be the sole and exclusive remedy of Sellers against Buyer for the or upon any termination or non-renewal of this Agreement; provided, including, without limitationthat Sellers shall only be entitled to retain the Deposit Amount (A) pursuant to a Pre-Funding Termination by Sellers or a Financing Termination (as described in Section 8.2(c) above) and, in the case latter case, only if Sellers are not pursuing specific performance of the obligations of Buyer pursuant to Section 5.6, which, for clarity, must be abandoned by Sellers upon any termination of this Agreement; or (B) if Sellers have validly terminated this Agreement other than for a breach Financing Termination or Pre-Funding Termination, in which event (1) the Master License Agreement shall have been delivered by Sellers and become effective as described in Section 8.2(a) against contemporaneous delivery of payment from the Escrow Account to Sellers of the amount required under the Escrow Agreement upon the coming into force of the Master License Agreement, (2) the amounts in the Escrow Account shall be in lieu of all other claims that MEC may have against Distributor as a result thereof. Without in any way detracting from or limiting disbursed to Sellers, the provisions of Sections 12(e)(iii) and 12(e)(v) below Buyer Subscriber Parties and, if applicable, Buyer, in addition theretoaccordance with the Escrow Agreement, and (3) Buyer, Buyer Parent, any Buyer Subscriber Party and each of their respective Affiliates and Representatives shall be fully released and discharged from any Liability or obligation under no circumstances this Agreement, and Sellers shall Distributor be liable not have any other remedy or cause of action under or relating to MEC by reason this Agreement or any applicable Law. (iii) In the event of the termination or non-renewal of this Agreement by the Sellers in circumstances where the Sellers are entitled to retain the Deposit Amount, neither Sellers nor any of the Parent Entities or their respective Affiliates shall pursue or seek to pursue any other remedy against Buyer, Buyer Parent, any Buyer Subscriber Party and each of their respective Affiliates and Representatives for compensation, reimbursement or damages of whatsoever nature including, without limitation, for (A) loss of prospective compensation or earnings, (B) goodwill or loss thereof, or (C) expenditures, investments, leases or any type of commitment made in connection with the business of MEC or in reliance on the existence termination of this Agreement.

Sole Remedy. (i) i. The Breach Severance Payment, Product Severance Payment and/or the Territory Severance Payment payable by MEC to Distributor, pursuant to the provisions of this Section 12, if any, and MEC’s repurchase of Distributor’s inventory of Products, advertising materials and MEC Equipment pursuant to Section 12(e)(iv) below, or Distributor’s right to sell such inventory if not so repurchased by MEC, shall constitute Distributor’s sole and exclusive remedy for the termination or non-renewal of this Agreement, including, without limitation, in the case of a breach and shall be in lieu of all other claims that Distributor may have against MEC as a result thereof. Without in any way detracting from or limiting the provisions of Sections 12(e)(iii12(e)(ii i) and 12(e)(v) below and, in addition thereto, under no circumstances shall MEC be liable to Distributor by reason of the termination or non-renewal of this Agreement for compensation, reimbursement or damages of whatsoever nature including, without limitation, for (A) loss of prospective compensation or earnings, (B) goodwill or loss thereof, or (C) expenditures, investments, leases of any type or any commitment or type of commitment made in connection with the business of Distributor or in reliance on the existence of this Agreement. (ii) . The Breach Severance Payment payable by Distributor to MEC pursuant to the provisions of this Section 12, if any, and MEC’s repurchase of Distributor’s inventory of Products, advertising materials and MEC Equipment pursuant to Section 12(e)(iv) below, or Distributor’s right to sell such inventory if not so repurchased by MEC, shall constitute MEC’s sole sale and exclusive remedy for the termination or non-renewal of this Agreement, including, without limitation, in the case of a breach and shall be in lieu of all other claims that MEC may have against Distributor as a result thereof. Without in any way detracting from or limiting the provisions of Sections 12(e)(iii) and 12(e)(v) below and, in addition thereto, under no circumstances shall Distributor be liable to MEC by reason of the termination or non-renewal of this Agreement for compensation, reimbursement or damages of whatsoever nature including, without limitation, for (A) loss of prospective compensation or earnings, (B) goodwill or loss thereof, or (C) expenditures, investments, leases of any type or any commitment or type of commitment made in connection with the business of MEC or in reliance on the existence of this Agreement.

Sole Remedy. (i) i. The Breach Severance Payment, Product Severance Payment and/or the Territory Severance Payment payable by MEC XXX to Distributor, pursuant to the provisions of this Section 12, if any, and MECMEL’s repurchase of Distributor’s inventory of Products, Products and advertising materials and MEC Equipment pursuant to Section 12(e)(iv) belowthis Agreement, or Distributor’s right to sell such inventory if not so repurchased by MECXXX, shall constitute Distributor’s sole and exclusive remedy for the termination or non-renewal of this Agreement, including, without limitation, in the case of a breach and shall be in lieu of all other claims that Distributor may have against MEC XXX as a result thereof. Without in any way detracting from or limiting the provisions of Sections 12(e)(iii) and 12(e)(v) below and, in addition thereto, under no circumstances shall MEC XXX be liable to Distributor by reason of the termination or non-renewal of this Agreement for compensation, reimbursement or damages of whatsoever nature including, without limitation, for (A) loss of prospective compensation or earnings, (B) goodwill or loss thereof, or (C) expenditures, investments, leases or any type of commitment made in connection with the business of Distributor or in reliance on the existence of this Agreement. (ii) . The Breach Severance Payment payable by Distributor to MEC XXX pursuant to the provisions of this Section 12, if any, and MECMEL’s repurchase of Distributor’s inventory of Products, Products and advertising materials and MEC Equipment pursuant to Section 12(e)(iv) below, or Distributor’s right to sell such inventory if not so repurchased by MECXXX, shall constitute MECMEL’s sole and exclusive remedy for the termination or non-renewal of this Agreement, including, without limitation, in the case of a breach and shall be in lieu of all other claims that MEC XXX may have against Distributor as a result thereof. Without in any way detracting from or limiting the provisions of Sections 12(e)(iii) and 12(e)(v) below and, in addition thereto, under no circumstances shall Distributor be liable to MEC XXX by reason of the termination or non-renewal of this Agreement for compensation, reimbursement or damages of whatsoever nature including, without limitation, for (A) loss of prospective compensation or earnings, (B) goodwill or loss thereof, or (C) expenditures, investments, leases or any type of commitment made in connection with the business of MEC XXX or in reliance on the existence of this Agreement.

Sole Remedy. (i) The Breach Severance Payment, Product Severance Payment and/or If this Agreement is terminated under circumstances in which the Territory Severance Payment payable by MEC Company is obligated to Distributor, pursuant to pay the provisions of this Section 12, if any, and MEC’s repurchase of Distributor’s inventory of Products, advertising materials and MEC Equipment Termination Fee pursuant to Section 12(e)(iv) below11.04(b), or Distributorthen Parent’s right to sell such inventory if not so repurchased by MECreceive the Termination Fee pursuant to Section 11.04(b) (together with any interest, costs and expenses pursuant to Section 11.04(c)), shall constitute Distributor’s be the sole and exclusive 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 for any loss or damage suffered as a result of any breach of any representation, warranty, covenant or agreement or failure to perform hereunder or other failure of the termination Merger to be consummated (whether willfully, intentionally, unintentionally or non-renewal 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), then 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, includingother than the payment by the Company of the Termination Fee pursuant to Section 11.04(b) (together with any interest, without limitationcosts and expenses pursuant to Section 11.04(c)), and in no event shall any of Parent, Merger Subsidiary or any other Subsidiary of the case Parent seek, or permit to be sought, any monetary damages in connection with this Agreement or any of a breach and shall be the transactions contemplated by this Agreement, other than from the Company to the extent provided in lieu of all other claims that Distributor may have against MEC as a result thereof. Without in any way detracting from or limiting the provisions of Sections 12(e)(iiiSection 11.04(b) and 12(e)(vSection 11.04(c). Notwithstanding anything to the contrary in this Section 11.04(d), this Section 11.04(d) below andshall not limit Parent’s and Merger Subsidiary’s remedies, in addition thereto, under no circumstances shall MEC be liable to Distributor by reason or release the Company or any of the termination or non-renewal of this Agreement for compensation, reimbursement or damages of whatsoever nature including, without limitationits Subsidiaries from any liability, for (i) fraud or (ii) any intentional (A) loss failure of prospective compensation the Company to perform a covenant set forth in this Agreement or earnings, (B) goodwill or loss thereof, or (C) expenditures, investments, leases or breach by the Company of any type of commitment made representation and warranty set forth in connection with the business of Distributor or in reliance on the existence of this Agreement. (ii) . The Breach Severance Payment parties acknowledge and agree that only one Termination Fee shall be payable by Distributor to MEC pursuant to the provisions of this Company as set forth in Section 12, if any, and MEC’s repurchase of Distributor’s inventory of Products, advertising materials and MEC Equipment pursuant to Section 12(e)(iv) below, or Distributor’s right to sell such inventory if not so repurchased by MEC, shall constitute MEC’s sole and exclusive remedy for the termination or non-renewal of this Agreement, including, without limitation, in the case of a breach and shall be in lieu of all other claims that MEC may have against Distributor as a result thereof. Without in any way detracting from or limiting the provisions of Sections 12(e)(iii11.04(b) and 12(e)(v) below and, in addition thereto, under no circumstances event shall Distributor any such Termination Fee be liable to MEC payable by reason of the termination or non-renewal of this Agreement for compensation, reimbursement or damages of whatsoever nature including, without limitation, for (A) loss of prospective compensation or earnings, (B) goodwill or loss thereof, or (C) expenditures, investments, leases or any type of commitment made in connection with the business of MEC or in reliance Company on the existence of this Agreementmore than one occasion.

Sole Remedy. (i) The Breach Severance PaymentNotwithstanding anything to the contrary in this Agreement, Product Severance Payment and/or each of the Territory Severance Payment Company, Parent and Merger Sub acknowledges and agrees that, in the event that the Company Termination Fee becomes payable by MEC to Distributor, Parent pursuant to this Article VII, (A) the provisions of this Section 12, if any, and MEC’s repurchase of Distributor’s inventory of Products, advertising materials and MEC Equipment pursuant to Section 12(e)(iv) below, or Distributor’s right to sell such inventory if not so repurchased by MEC, receive the Company Termination Fee shall constitute Distributor’s be the sole and exclusive remedy for of, and the Company Termination Fee shall constitute liquidated damages in respect of, Parent, Merger Sub, the Sponsor, any Alternative Financing Source, any Equity Financing Source or any of their respective former, current and future direct or indirect equityholders, controlling persons, Representatives, Affiliates, members, managers, general or limited partners, directors, officers, agents, employees, stockholders and assignees (collectively, other than Parent or Merger Sub, the “Parent Related Parties”), with respect to (w) any loss suffered as a result of the failure of the Merger to be consummated, (x) the termination or non-renewal of this Agreement, including(y) any liabilities or obligations arising under this Agreement or (z) any claims or actions arising out of or relating to this Agreement ((w) through (z), without limitationthe “Merger Claims”), and (B) upon Parent’s receipt of the Company Termination Fee and if applicable, the Collection Costs with respect thereto, (x) in no event will Parent, Merger Sub or any Parent Related Parties seek to recover any other money damages or seek any other remedy based on a claim in law or equity with respect to the case Merger Claims from the Company or any of a breach its former, current and shall be in lieu of all future direct and indirect equityholders, controlling persons, Subsidiaries, Representatives, Affiliates, members, managers, general or limited partners, directors, officers, agents, employees, stockholders and assignees (collectively, other claims that Distributor may have against MEC as a result thereof. Without in any way detracting from or limiting than the provisions of Sections 12(e)(iiiCompany, the “Company Related Parties”) and 12(e)(v(y) below and, none of the Company and the Company Related Parties shall have any further liability or obligation relating to or rising out of this Agreement or the transactions contemplated hereby. The Company expressly acknowledges and agrees that Parent shall not need to prove damages to receive the Company Termination Fee when it is payable. In no event will the Company be required to pay more than one Company Termination Fee. While Parent may pursue both a grant of specific performance in addition theretoaccordance with Section 8.5(c) and the payment of the Company Termination Fee under Section 7.5(b), under no circumstances shall MEC the Parent, Merger Sub, and the Parent Related Parties be liable permitted or entitled to Distributor by reason receive both (i) a grant of specific performance that results in a Closing in accordance with the terms hereof and (ii) all or any portion of the termination or non-renewal of this Agreement for compensation, reimbursement or damages of whatsoever nature including, without limitation, for Company Termination Fee (A) loss of prospective compensation or earnings, (B) goodwill or loss thereof, or (C) expenditures, investments, leases or any type of commitment made in connection with the business of Distributor or in reliance on the existence of this Agreementother damages). (ii) The Breach Severance Payment Notwithstanding anything to the contrary in this Agreement, each of the Company, Parent and Merger Sub acknowledges and agrees that, in the event that the Parent Termination Fee becomes payable by Distributor to MEC the Company pursuant to this Article VII, (A) the provisions of this Section 12, if any, and MEC’s repurchase of Distributor’s inventory of Products, advertising materials and MEC Equipment pursuant to Section 12(e)(iv) below, or Distributor’s right to sell such inventory receive the Parent Termination Fee and if not so repurchased by MECapplicable, the Collection Costs with respect thereto and Xxxxxx’s fulfillment of the Reimbursement Obligations shall constitute MEC’s be the sole and exclusive remedy for the termination or non-renewal of this Agreementof, including, without limitation, in the case of a breach and shall be constitute liquidated damages in lieu of all other claims that MEC may have against Distributor as a result thereof. Without in any way detracting from or limiting respect of, the provisions of Sections 12(e)(iii) Company and 12(e)(v) below the Company Related Parties with respect to the Merger Claims, and, in addition thereto, under no circumstances shall Distributor be liable to MEC by reason of the termination or non-renewal of this Agreement for compensation, reimbursement or damages of whatsoever nature including, without limitation, for (A) loss of prospective compensation or earnings, (B) goodwill or loss thereof, or (C) expenditures, investments, leases or any type of commitment made in connection with the business of MEC or in reliance on the existence of this Agreement.

Sole Remedy. (i) The Breach Severance Payment, Product Severance Payment and/or the Territory Severance Payment payable by MEC to Distributor, pursuant to the provisions of this Section 12, if any, and MEC’s repurchase of Distributor’s inventory of Products, advertising materials and MEC Equipment pursuant to Section 12(e)(iv) below, or Distributor’s right to sell such inventory if not so repurchased by MEC, shall constitute Distributor’s sole and exclusive remedy for the termination or non-renewal of this Agreement, including, without limitation, in the case of a breach and shall be in lieu of all other claims that Distributor may have against MEC as a result thereof. Without in any way detracting from or limiting the provisions of Sections 12(e)(iii) and 12(e)(v) below and, in addition thereto, under no circumstances shall MEC be liable to Distributor by reason of the termination or non-renewal of this Agreement for compensation, reimbursement or damages of whatsoever nature including, without limitation, for (A) loss of prospective compensation or earnings, (B) goodwill or loss thereof, or (C) expenditures, investments, leases of any type or any commitment or type of commitment made in connection with the business of Distributor or in reliance on the existence of this Agreement. (ii) The Breach Severance Payment payable by Distributor to MEC pursuant to the provisions of this Section 12, if any, and MEC’s repurchase of Distributor’s inventory of Products, advertising materials and MEC Equipment pursuant to Section 12(e)(iv) below, or Distributor’s right to sell such inventory if not so repurchased by MEC, shall constitute MEC’s sole and exclusive remedy for the termination or non-renewal of this Agreement, including, without limitation, in the case of a breach and shall be in lieu of all other claims that MEC may have against Distributor as a result thereof. Without in any way detracting from or limiting the provisions of Sections 12(e)(iii) and 12(e)(v) below and, in addition thereto, under no circumstances shall Distributor be liable to MEC by reason of the termination or non-renewal of this Agreement for compensation, reimbursement or damages of whatsoever nature including, without limitation, for (A) loss of prospective compensation or earnings, (B) goodwill or loss thereof, or (C) expenditures, investments, leases of any type of commitment or any type of commitment made in connection with the business of MEC or in reliance on the existence of this Agreement.

Sole Remedy. (i) The Breach Severance Payment, Product Severance Payment and/or the Territory Severance Payment payable by MEC to Distributor, pursuant to the provisions of this Section 12, if any, and MEC’s repurchase of Distributor’s inventory of Products, Products and advertising materials and MEC Equipment pursuant to Section 12(e)(iv) belowthis Agreement, or Distributor’s right to sell such inventory if not so repurchased by MEC, shall constitute Distributor’s sole and exclusive remedy for the termination or non-renewal of this Agreement, including, without limitation, in the case of a breach and shall be in lieu of all other claims that Distributor may have against MEC as a result thereof. Without in any way detracting from or limiting the provisions of Sections 12(e)(iii) and 12(e)(v) below and, in addition thereto, under no circumstances shall MEC be liable to Distributor by reason of the termination or non-renewal of this Agreement for compensation, reimbursement or damages of whatsoever nature including, without limitation, for (A) loss of prospective compensation or earnings, (B) goodwill or loss thereof, or (C) expenditures, investments, leases or any type of commitment made in connection with the business of Distributor or in reliance on the existence of this Agreement. (ii) The Breach Severance Payment payable by Distributor to MEC pursuant to the provisions of this Section 12, if any, and MEC’s repurchase of Distributor’s inventory of Products, Products and advertising materials and MEC Equipment pursuant to Section 12(e)(iv) below, or Distributor’s right to sell such inventory if not so repurchased by MEC, shall constitute MEC’s sole and exclusive remedy for the termination or non-renewal of this Agreement, including, without limitation, in the case of a breach and shall be in lieu of all other claims that MEC may have against Distributor as a result thereof. Without in any way detracting from or limiting the provisions of Sections 12(e)(iii) and 12(e)(v) below and, in addition thereto, under no circumstances shall Distributor be liable to MEC by reason of the termination or non-renewal of this Agreement for compensation, reimbursement or damages of whatsoever nature including, without limitation, for (A) loss of prospective compensation or earnings, (B) goodwill or loss thereof, or (C) expenditures, investments, leases or any type of commitment made in connection with the business of MEC or in reliance on the existence of this Agreement.

Sole Remedy. The Parties agree and acknowledge that if an Investor exercises a Special Put Option as a result of a Put Event described in Section 12.1(d)(ii)(1) or (i4) The Breach Severance Payment(and/or its rights under Sections 12.3 in connection with an exercise of its Special Put Option under the circumstances described in the foregoing): (a) the Company, Product Severance Payment and/or the Territory Severance Payment payable by MEC Existing Shareholders or the Founder, as the case may be, shall, upon the consummation of a transfer of Shares under Section 12.1 or a recovery from the Founder under Section 12.3, as the case may be (each, a “Recovery”), cease to Distributor, pursuant be liable to the provisions Investor for (and the Investor shall not be entitled to recover damages or obtain payment, reimbursement, restitution, indemnity or other remedy, whether under Law or otherwise, from the Company, the Existing Shareholders or the Founder in respect of) any and all breaches, violations or non-performance, whether arising prior to or after such Recovery, of this Section 12any and all representations, if anywarranties, covenants or agreements contained in the Investment Documents (other than Sections 12.1 and MEC12.3 hereof); and (b) the Investor’s repurchase of Distributor’s inventory of Productsrights under Sections 12.1(b) and/or 12.3, advertising materials and MEC Equipment pursuant to Section 12(e)(iv) belowas the case may be, or Distributor’s right to sell such inventory if not so repurchased by MECshall, shall constitute Distributor’s upon a Recovery, be the sole and exclusive remedy of the Investor and its successors and assigns against the Company, the Existing Shareholders and the Founder for or in respect of any and all claims, liabilities or obligations arising under, or in connection with, any of the termination Investment Documents or non-renewal the transactions contemplated hereby and thereby (including without limitation the negotiation, entry into, terms, breach or claimed breach of this Agreementany of them); and (c) to the extent that the Investor or any of its Investor Indemnitees has, includingprior to such Recovery, without limitationrecovered any damages or obtained any payment, in reimbursement, restitution, indemnity or other remedy from the Company, the Existing Shareholders or the Founder, as the case of a breach and shall be in lieu of all other claims that Distributor may have against MEC as a result thereof. Without in any way detracting from or limiting the provisions of Sections 12(e)(iii) and 12(e)(v) below and, in addition theretobe, under no circumstances shall MEC be liable to Distributor by reason of the termination or non-renewal of this Agreement for compensation, reimbursement or damages of whatsoever nature including, without limitation, for (A) loss of prospective compensation or earnings, (B) goodwill or loss thereof, or (C) expenditures, investments, leases or any type of commitment made in connection with any of the business of Distributor or in reliance on Investment Documents, the existence of this Agreement. Investor shall (iior, as appropriate, shall procure that the Investor Indemnitees shall) The Breach Severance Payment payable by Distributor to MEC pursuant forthwith repay to the provisions of this Section 12Company, if anythe Existing Shareholders or the Founder, and MEC’s repurchase of Distributor’s inventory of Productsas applicable, advertising materials and MEC Equipment pursuant an amount equal to Section 12(e)(iv) below, the sum previously recovered (or Distributor’s right to sell such inventory if not so repurchased by MEC, shall constitute MEC’s sole and exclusive remedy for the termination or non-renewal of this Agreement, including, without limitation, in the case of a breach and shall be in lieu of all other claims that MEC may have against Distributor as a result thereof. Without in any way detracting from or limiting the provisions of Sections 12(e)(iii) and 12(e)(v) below and, in addition thereto, under no circumstances shall Distributor be liable to MEC by reason value of the termination or non-renewal of this Agreement for compensation, reimbursement or damages of whatsoever nature including, without limitation, for (A) loss of prospective compensation or earnings, (B) goodwill or loss thereof, or (C) expenditures, investments, leases or any type of commitment made in connection with the business of MEC or in reliance on the existence of this Agreementrelief previously obtained).

Sole Remedy. Except (i) The Breach Severance Payment, Product Severance Payment and/or the Territory Severance Payment payable by MEC to Distributor, pursuant to the provisions of this Section 12, if any, and MEC’s repurchase of Distributor’s inventory of Products, advertising materials and MEC Equipment pursuant to Section 12(e)(iv) below, or Distributorfor a party’s right to sell such inventory if not so repurchased by MECspecific performance or injunctive relief under Section 6.6 or 10.9 or in any other Continuing Relationship Document or the Escrow Agreement, and (ii) claims with respect to intentional misrepresentation or fraud, the parties hereto acknowledge and agree that the remedies provided for in this Section 8 shall constitute Distributor’s be the sole and exclusive remedy remedies for any breach of the termination representations and warranties or non-renewal of covenants contained in this Agreement, includingthe Bill of Sale, without limitationProprietary Rights Assignment, Assignment of Trademarks, Assignment of Domain Names, Assignment and Assumption Agreement, the Assignment Agreements, the Perpetual Licensing Agreement, the Inbound Transition Services Agreement or the Outbound Transition Services Agreement or any claims relating to this Agreement or the Bill of Sale, Proprietary Rights Assignment, Assignment of Trademarks, Assignment of Domain Names, Assignment and Assumption Agreement, the Assignment Agreements, the Perpetual Licensing Agreement, the Inbound Transition Services Agreement or the Outbound Transition Services Agreement, but not with respect to the other agreements entered into in connection herewith, including the case Continuing Relationship Documents (other than the Perpetual Licensing Agreement, the Inbound Transition Services Agreement and the Outbound Transition Services Agreement) and the Escrow Agreement. The parties hereto agree and acknowledge that, notwithstanding anything in this Agreement to the contrary, with respect to the Continuing Relationship Documents (other than the Perpetual Licensing Agreement, the Inbound Transition Services Agreement and the Outbound Transition Services Agreement), each party thereto has the right to seek indemnification from any other party thereto with respect to any misrepresentation, breach or inaccuracy of any representation or warranty of a party thereto and for any nonfulfillment, breach or violation of any covenant or agreement only as provided for or permitted in each such Continuing Relationship Documents (other than the Perpetual Licensing Agreement, the Inbound Transition Services Agreement and the Outbound Transition Services Agreement), which shall not be in lieu of all other claims that Distributor may have against MEC as a result thereof. Without in any way detracting from or limiting the provisions of Sections 12(e)(iii) and 12(e)(v) below and, in addition thereto, under no circumstances shall MEC be liable to Distributor by reason of the termination or non-renewal of this Agreement for compensation, reimbursement or damages of whatsoever nature including, without limitation, for (A) loss of prospective compensation or earnings, (B) goodwill or loss thereof, or (C) expenditures, investments, leases or any type of commitment made in connection with the business of Distributor or in reliance on the existence of this Agreement. (ii) The Breach Severance Payment payable by Distributor to MEC pursuant subject to the rights, limitations and other provisions of this Section 12, if any, and MEC’s repurchase of Distributor’s inventory of Products, advertising materials and MEC Equipment pursuant to Section 12(e)(iv) below, or Distributor’s right to sell such inventory if not so repurchased by MEC, shall constitute MEC’s sole and exclusive remedy for the termination or non-renewal of set forth in this Agreement, including, without limitation, in the case of a breach and shall be in lieu of all other claims that MEC may have against Distributor as a result thereof. Without in any way detracting from or limiting the provisions of Sections 12(e)(iii) and 12(e)(v) below and, in addition thereto, under no circumstances shall Distributor be liable to MEC by reason of the termination or non-renewal of including this Agreement for compensation, reimbursement or damages of whatsoever nature including, without limitation, for (A) loss of prospective compensation or earnings, (B) goodwill or loss thereof, or (C) expenditures, investments, leases or any type of commitment made in connection with the business of MEC or in reliance on the existence of this AgreementSection 8.

Sole Remedy. (i) i. The Breach Severance Payment, Product Severance Payment and/or the Territory Severance Payment payable by MEC XXX to Distributor, pursuant to the provisions of this Section 12, if any, and MECMEL’s repurchase of Distributor’s inventory of Products, advertising materials and MEC XXX Equipment pursuant to Section 12(e)(iv) below, or Distributor’s right to sell such inventory if not so repurchased by MECXXX, shall constitute Distributor’s sole and exclusive remedy for the termination or non-renewal of this Agreement, including, without limitation, in the case of a breach and shall be in lieu of all other claims that Distributor may have against MEC XXX as a result thereof. Without in any way detracting from or limiting the provisions of Sections 12(e)(iii) and 12(e)(v) below and, in addition thereto, under no circumstances shall MEC XXX be liable to Distributor by reason of the termination or non-renewal of this Agreement for compensation, reimbursement or damages of whatsoever nature including, without limitation, for (A) loss of prospective compensation or earnings, (B) goodwill or loss thereof, or (C) expenditures, investments, leases of any type or any commitment or type of commitment made in connection with the business of Distributor or in reliance on the existence of this Agreement. (ii) . The Breach Severance Payment payable by Distributor to MEC XXX pursuant to the provisions of this Section 12, if any, and MECMEL’s repurchase of Distributor’s inventory of Products, advertising materials and MEC XXX Equipment pursuant to Section 12(e)(iv) below, or Distributor’s right to sell such inventory if not so repurchased by MECXXX, shall constitute MECMEL’s sole and exclusive remedy for the termination or non-renewal of this Agreement, including, without limitation, in the case of a breach and shall be in lieu of all other claims that MEC XXX may have against Distributor as a result thereof. Without in any way detracting from or limiting the provisions of Sections 12(e)(iii) and 12(e)(v) below and, in addition thereto, under no circumstances shall Distributor be liable to MEC XXX by reason of the termination or non-renewal of this Agreement for compensation, reimbursement or damages of whatsoever nature including, without limitation, for (A) loss of prospective compensation or earnings, (B) goodwill or loss thereof, or (C) expenditures, investments, leases of any type or any commitment or type of commitment made in connection with the business of MEC XXX or in reliance on the existence of this Agreement.

Sole Remedy. (i) i. The Breach Severance Payment, Product Severance Payment and/or the Territory Severance Payment payable by MEC to Distributor, pursuant to the provisions of this Section 12, if any, and MEC’s repurchase of Distributor’s inventory of Products, advertising materials and MEC Equipment pursuant to Section 12(e)(iv) below, or Distributor’s right to sell such inventory if not so repurchased by MEC, shall constitute Distributor’s sole and exclusive remedy for the termination or non-renewal of this Agreement, including, without limitation, in the case of a breach and shall be in lieu of all other claims that Distributor may have against MEC as a result thereof. Without in any way detracting from or limiting the provisions of Sections 12(e)(iii) and 12(e)(v) below and, in addition thereto, under no circumstances shall MEC be liable to Distributor by reason of the termination or non-renewal of this Agreement for compensation, reimbursement or damages of whatsoever nature including, without limitation, for (A) loss of prospective compensation or earnings, (B) goodwill or loss thereof, or (C) expenditures, investments, leases of any type or any commitment or type of commitment made in connection with the business of Distributor or in reliance on the existence of this Agreement. (ii) . The Breach Severance Payment payable by Distributor to MEC pursuant to the provisions of this Section 12, if any, and MEC’s repurchase of Distributor’s inventory of Products, advertising materials and MEC Equipment pursuant to Section 12(e)(iv) below, or Distributor’s right to sell such inventory if not so repurchased by MEC, shall constitute MEC’s sole and exclusive remedy for the termination or non-renewal of this Agreement, including, without limitation, in the case of a breach and shall be in lieu of all other claims that MEC may have against Distributor as a result thereof. Without in any way detracting from or limiting the provisions of Sections 12(e)(iii) and 12(e)(v) below and, in addition thereto, under no circumstances shall Distributor be liable to MEC by reason of the termination or non-renewal of this Agreement for compensation, reimbursement or damages of whatsoever nature including, without limitation, for (A) loss of prospective compensation or earnings, (B) goodwill or loss thereof, or (C) expenditures, investments, leases of any type or any commitment or type of commitment made in connection with the business of MEC or in reliance on the existence of this Agreement.

Sole Remedy. (ia) The Breach Severance PaymentEach of Harsco and CD&R Investor acknowledges and agrees that its sole and exclusive post-Closing remedy with respect to any and all claims (arising at law, Product Severance Payment in equity, under contract, in tort or otherwise) relating to this 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 the Territory Severance Payment payable Cap Ex Shortfall, which shall be governed by MEC to Distributor, Section 1.9 and (z) claims arising under any Ancillary Agreement) shall be pursuant to the indemnification provisions set forth in ARTICLE V and this ARTICLE VIII. In furtherance of this Section 12the foregoing, if any, each of Harsco and MEC’s repurchase CD&R Investor hereby waives on its own behalf and on behalf of Distributor’s inventory of Products, advertising materials and MEC Equipment pursuant to Section 12(e)(iv) below, or Distributor’s right to sell such inventory if not so repurchased by MEC, shall constitute Distributor’s sole and exclusive remedy for the termination or non-renewal of this Agreement, including, without limitation, its Affiliates (including in the case of a breach CD&R Investor, Buyer and the Target Entities following the Closing), from and after the Closing, to the 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 in lieu of all other claims that Distributor governed by Section 1.9) it may have against MEC as a result thereof. Without in the other Parties hereto or any way detracting from of their Affiliates arising under or limiting the provisions of Sections 12(e)(iii) and 12(e)(v) below and, in addition thereto, under no circumstances shall MEC be liable to Distributor by reason of the termination or non-renewal of based upon this Agreement for compensation, reimbursement or damages of whatsoever nature including, without limitation, for (A) loss of prospective compensation or earnings, (B) goodwill or loss thereof, or (C) expenditures, investments, leases or any type of commitment made document or certificate delivered in connection herewith (other than any Ancillary Agreement or any document executed in connection with the business 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 ability or right of Distributor CD&R Investor, Buyer or in reliance on the existence Harsco to seek injunctive relief or other equitable relief for any breach or alleged breach of any provision of this AgreementAgreement (subject to any applicable limitations set forth in Sections 9.2 and 9.3); provided that any procedures in respect of, and limitations on, Losses or Liabilities in ARTICLE V and this Article VIII shall in no event be diminished or circumvented by such relief. (iib) The Breach Severance Payment payable by Distributor to MEC pursuant Notwithstanding any other provision in this Agreement to the provisions contrary, there shall be no right to indemnification hereunder for any Losses if and to the extent expressly taken into account in the final determination of this Closing Net Working Capital (except with respect to reserves, which are governed by Section 128.6(a)), if anyClosing Cash, and MEC’s repurchase of Distributor’s inventory of Products, advertising materials and MEC Equipment Closing Indebtedness or Closing Cap Ex Shortfall pursuant to Section 12(e)(iv1.9. (c) belowEach party shall take, or Distributor’s right and shall cause its Affiliates to sell such inventory if not so repurchased take, actions to mitigate Losses, to the extent required by MECapplicable Law, shall constitute MEC’s sole upon and exclusive remedy after becoming aware of any event which could reasonably be expected to give rise to a claim for indemnification hereunder. (d) Notwithstanding anything herein to the termination or non-renewal of this Agreement, including, without limitationcontrary, in the case of a breach and no event shall be in lieu of all other claims that MEC may have against Distributor as a result thereof. Without in any way detracting from or limiting the provisions of Sections 12(e)(iii) and 12(e)(v) below and, in addition thereto, under no circumstances shall Distributor Indemnifying Party be liable to MEC by reason for any indirect, special, consequential, exemplary or punitive damages except (i) in the event of the termination fraud or non-renewal of this Agreement for compensation, reimbursement or damages of whatsoever nature including, without limitation, for (A) loss of prospective compensation or earnings, (B) goodwill or loss thereof, willful misconduct or (Cii) expenditures, investments, leases or any type of commitment made in connection with to the business of MEC or in reliance on the existence of this Agreementextent awarded against an Indemnitee pursuant to a claim by a third party.

Sole Remedy. (i) The Breach Severance Payment, Product Severance Payment and/or Except for specific performance as contemplated by Section 11.11 hereof and injunctive relief as contemplated by Section 11.10 hereof and except for claims or causes of action which arise by reason of the Territory Severance Payment payable deliberate concealment or intentional misrepresentation by MEC any of the persons set forth in Section 9.05 of the Disclosure Schedule of information which is required to Distributor, be disclosed pursuant to the provisions terms of this Section 12Agreement, if anyeach Party hereby acknowledges and agrees that, and MEC’s repurchase of Distributor’s inventory of Productsafter the Closing, advertising materials and MEC Equipment pursuant to Section 12(e)(iv) below, or Distributor’s right to sell such inventory if not so repurchased by MEC, shall constitute Distributor’s its sole and exclusive remedy for with respect to any and all claims relating to the termination or non-renewal subject matter of this AgreementAgreement shall be pursuant to the indemnification provisions set forth in this Article IX. In furtherance of the foregoing, except (i) as to any instance of deliberate concealment or intentional misrepresentation by any of the persons set forth in Section 9.05 of the Disclosure Schedule of information which is required to be disclosed pursuant to the terms of this Agreement as set forth in the foregoing sentence and (ii) as set forth in Sections 11.10 and 11.11, Purchaser hereby waives, to the fullest extent permitted under applicable Law, any and all rights, claims, causes of action, and remedies it may have against any of Sellers and every other Seller Indemnified Party, arising under or based upon any Law (including, without limitation, any such rights, claims or causes of action arising under or based upon common law or otherwise, whether sounding in breach of contract, negligence or other tort, fraud, violation of the case securities laws of a breach any jurisdiction, or otherwise) and shall be in lieu of all other claims that Distributor may have against MEC as a result thereof. Without hereby covenants not to assert any such claim in any form of action, including without limitation any direct action or by way detracting from of counterclaim, cross-claim, contribution, indemnity, or limiting the provisions otherwise. Similarly, except for claims or causes of Sections 12(e)(iii) and 12(e)(v) below and, in addition thereto, under no circumstances shall MEC be liable to Distributor action which arise by reason of the termination deliberate concealment or non-renewal intentional misrepresentation by the managing member of this Agreement for compensationPurchaser or as set forth in Sections 11.10 and 11.11, reimbursement Sellers hereby waive, to the fullest extent permitted under applicable Law, any and all rights, claims, causes of action and remedies any of Sellers may have against Purchaser and every other Purchaser Indemnified Party, arising under or damages of whatsoever nature based upon any Law (including, without limitation, for (A) loss any such rights, claims or causes or action arising under or based upon common law or otherwise, whether sounding in breach of prospective compensation contract, negligence or earningsother tort, (B) goodwill or loss thereoffraud, violation of the securities laws of any jurisdiction, or (C) expenditures, investments, leases or any type of commitment made in connection with the business of Distributor or in reliance on the existence of this Agreementotherwise). (ii) The Breach Severance Payment payable by Distributor to MEC pursuant to the provisions of this Section 12, if any, and MEC’s repurchase of Distributor’s inventory of Products, advertising materials and MEC Equipment pursuant to Section 12(e)(iv) below, or Distributor’s right to sell such inventory if not so repurchased by MEC, shall constitute MEC’s sole and exclusive remedy for the termination or non-renewal of this Agreement, including, without limitation, in the case of a breach and shall be in lieu of all other claims that MEC may have against Distributor as a result thereof. Without in any way detracting from or limiting the provisions of Sections 12(e)(iii) and 12(e)(v) below and, in addition thereto, under no circumstances shall Distributor be liable to MEC by reason of the termination or non-renewal of this Agreement for compensation, reimbursement or damages of whatsoever nature including, without limitation, for (A) loss of prospective compensation or earnings, (B) goodwill or loss thereof, or (C) expenditures, investments, leases or any type of commitment made in connection with the business of MEC or in reliance on the existence of this Agreement.

Sole Remedy. (i) The Breach Severance Payment, Product Severance Payment and/or the Territory Severance Payment payable by MEC to Distributor, pursuant to the provisions of If this Section 12, if any, and MEC’s repurchase of Distributor’s inventory of Products, advertising materials and MEC Equipment Agreement is terminated pursuant to Section 12(e)(iv‎8.1 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)) below, or Distributorto the extent owed pursuant to Section ‎8.3(c) (including the Company’s right to sell such inventory if not so repurchased by MECenforce the Guarantee with respect thereto and receive the Parent Termination Fee from Guarantors), shall constitute Distributorthe Reimbursement Obligations and the Company’s right to specific performance pursuant to Section ‎9.8 will be the sole and exclusive remedy for remedies of the termination Company and the Company Related Parties against (A) Parent, Merger Sub, the Financing Sources 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 (other than Parent, Merger Sub or non-renewal the Financing Sources), members, managers, general or limited partners, shareholders and successors, heirs and assignees of each of Parent, Merger Sub, Guarantors and each of their Affiliates (collectively, the “Parent Related Parties”), the Debt Financing Sources and the Debt Financing Source Parties in respect of this Agreement, includingany agreement executed in connection herewith (including the Commitment Letters and the Guarantee) and the transactions contemplated hereby and thereby, without limitationand upon payment of such amounts (which recourse shall be sought solely against Parent and Merger Sub and subject to the limitations 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 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 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, the failure of the Closing to be consummated or the Commitment Letters and the financings contemplated therein, including the Debt Financing and the financing of the Equity Financing (and the abandonment or termination thereof). Notwithstanding the foregoing, this Section ‎8.3(f)(i) will not relieve Parent, Merger Sub or Guarantors from liability (1) for any Willful and Material Breach of this Agreement or (2) for any breaches of the Confidentiality Agreement (except as further set forth in the case immediately following proviso); provided that (x) under no circumstances will the collective monetary damages payable by Pxxxxx, Merger Sub or any of 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 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 or any Company Related Party seek to recover any money damages in excess of such amount and (y) in the event Parent (or Guarantors) pays the Parent Termination Fee (or an aggregate dollar amount equal to the Parent Termination Fee, whether or not such amount is identified as the “Parent Termination Fee”) to the Company following a breach valid termination of this Agreement in accordance with its terms when such Parent Termination Fee is payable, and the 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 be in lieu have no further rights or remedies whatsoever against any of all other the Parent Related Parties, including any claims that Distributor may have against MEC for monetary damages of any kind or nature whatsoever, whether or not arising as a result thereof. Without in any way detracting from of or limiting the provisions of Sections 12(e)(iii) and 12(e)(v) below and, in addition thereto, under no circumstances shall MEC be liable to Distributor by reason of the termination or non-renewal of this Agreement for compensation, reimbursement or damages of whatsoever nature including, without limitation, for (A) loss of prospective compensation or earnings, (B) goodwill or loss thereof, or (C) expenditures, investments, leases or any type of commitment made in connection with the business of Distributor any Willful and Material Breach and whether sounding, in contract, tort, at law or in reliance equity, or based on any other legal theory or argument. If this Agreement is terminated pursuant to Section ‎8.1, other than the existence remedies described in this Section ‎8.3(f)(i), no Parent Related Party, Debt Financing Sources or Debt Financing Source Parties shall have any further liability or obligation (whether in tort, contract or otherwise), whether by or through attempted piercing of this Agreementthe corporate (or limited liability company or limited partnership) veil, by or through a claim against Guarantors or any other Parent Related Party, the Debt Financing Sources or any Debt Financing Source Parties, in each case to the Company or any Company Related Party, and 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. (ii) The Breach Severance Payment payable by Distributor to MEC pursuant to Except for any claims permitted under the provisions of this Section 12Rollover Agreement against the parties thereto in accordance with the terms thereof, if any, and MEC’s repurchase of Distributor’s inventory of Products, advertising materials and MEC Equipment this Agreement is terminated pursuant to Section 12(e)(iv‎8.1 under circumstances in which Parent is entitled to the Company Termination Fee, Parent’s receipt of the Company Termination Fee (and any amounts to which Parent is entitled under Section 8.3(e)) below, or Distributorto the extent owed pursuant to Section 8.3(b) and Parent’s right to sell such inventory if not so repurchased by MECspecific performance pursuant to Section ‎9.8, shall constitute MEC’s will be the sole and exclusive remedy for remedies of Parent and Merger Sub and each of their respective Parent Related Parties against (A) the termination 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 non-renewal limited partners, shareholders and successors, heirs 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, includingany agreement executed in connection herewith and the transactions contemplated hereby and thereby, without limitationand upon payment of such amount, none of the Company Related Parties will have any further liability or obligation to Parent, Merger Sub or any Parent Related Parties relating to or arising out of this Agreement, any 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 the Confidentiality Agreement, Section ‎8.2, Section ‎8.3(a), Section ‎8.3(e) and Section ‎8.3(f), as applicable), and none of Parent, Merger Sub or their respective Parent Related Parties shall be entitled to bring or maintain any claim, action or proceeding against the Company, its Subsidiaries or any other Company 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 or the failure of the Closing to be consummated under circumstances in which Parent is entitled to the Company Termination Fee. Notwithstanding the foregoing, this Section ‎8.3(f)(ii) will not relieve the Company from liability for (1) any Willful and Material Breach of this Agreement or (2) for any breaches of the Confidentiality Agreement (except as further set forth in the case immediately following proviso); provided that, (x) under no circumstances will the collective monetary damages payable by the Company or any of its Affiliates for breaches under this Agreement exceed an amount equal to $92,000,000 plus any obligations under Section ‎8.3(e) in the aggregate for all such breaches (taking into account, for the avoidance of doubt, any payment of the Company Termination Fee and/or any obligations under Section ‎8.3(e)) and in no event shall Parent or any Parent Related Party seek to recover any money damages in excess of such amount and (y) in the event the Company pays the Company Termination Fee (or an aggregate dollar amount equal to the Company Termination Fee, whether or not such amount is identified as the “Company Termination Fee”) to Parent following a breach valid termination of this Agreement in accordance with its terms when such Company Termination Fee is payable, and Parent accepts such fee or does not return it to the Company within two (2) Business Days of Parent’s receipt thereof, the Parent Related Parties shall be in lieu have no further rights or remedies whatsoever against any of all other the Company Related Parties, including any claims that MEC may have against Distributor for monetary damages of any kind or nature whatsoever, whether or not arising as a result thereof. Without in any way detracting from of or limiting the provisions of Sections 12(e)(iii) and 12(e)(v) below and, in addition thereto, under no circumstances shall Distributor be liable to MEC by reason of the termination or non-renewal of this Agreement for compensation, reimbursement or damages of whatsoever nature including, without limitation, for (A) loss of prospective compensation or earnings, (B) goodwill or loss thereof, or (C) expenditures, investments, leases or any type of commitment made in connection with the business of MEC any Willful and Material Breach and whether sounding, in contract, tort, at law or in reliance equity, or based on any other legal theory or argument. If this Agreement is terminated pursuant to Section ‎8.1, other than the existence remedies described in this Section ‎8.3(f)(ii), neither the Company nor any Company Related Party shall have any further liability or obligation (whether in tort, contract or otherwise), whether by or through attempted piercing of this Agreementthe corporate (or limited liability company or limited partnership) veil, by or through a claim against any other Company Related Party, in each case, to Parent, Merger Sub or any Parent Related Party and each of Parent and Merger Sub covenants and agrees that it shall not institute, and shall cause its directors, officers and Subsidiaries and direct its other Representatives, Affiliates and other Parent Related Parties not to institute, a Legal Proceeding to seek recourse for such further liability or obligation.

Sole Remedy. (i) The Breach Severance Payment, Product Severance Payment and/or the Territory Product Severance Payment payable by MEC HBC to Distributor, Distributor pursuant to the provisions of this Section 1212.a.(i)(A) and/or Section 12.b.(ii) above respectively, if any, and MECHBC’s repurchase of Distributor’s inventory of Products, Products and advertising materials and MEC Equipment pursuant to Section 12(e)(iv) belowthis Agreement, or Distributor’s right to sell such inventory if not so repurchased by MECHBC, shall constitute Distributor’s sole and exclusive remedy for the termination or non-renewal of this Agreement, including, without limitation, in the case of a breach and shall be in lieu of all other claims that Distributor may have against MEC HBC as a result thereof. Without in any way detracting from or limiting the provisions of Sections 12(e)(iii) and 12(e)(vSection 12.e.(iii) below and, in addition thereto, under no circumstances shall MEC HBC be liable to Distributor by reason of the termination or non-renewal of this Agreement for compensation, reimbursement or damages of whatsoever nature including, without limitation, for (A) loss of prospective compensation or *** Portions hereof have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment in accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as amended. earnings, (B) goodwill or loss thereof, or (C) expenditures, investments, leases or any type of commitment made in connection with the business of Distributor or in reliance on the existence of this Agreement. (ii) The Breach Severance Payment and/or the Distributor Severance Payment payable by Distributor to HBC pursuant to the provisions of Section 12.a.(i)A. or Section 12.c.(ii) above respectively, if any, and HBC’s repurchase of Distributor’s inventory of Products and advertising materials pursuant to Section 12.e.(iv) below, or Distributor’s right to sell such inventory if not so repurchased by HBC, shall constitute HBC’s sole and exclusive remedy for the termination or non-renewal of this Agreement, including, without limitation, in the case of a breach and shall be in lieu of all other claims that HBC may have against Distributor as a result thereof. Without in any way detracting from or limiting the provisions of Section 12.e.(iii) below and, in addition thereto, under no circumstances shall Distributor be liable to HBC by reason of the termination or non-renewal of this Agreement for compensation, reimbursement or damages of whatsoever nature including, without limitation, for (A) loss of prospective compensation or earnings, (B) goodwill or loss thereof, or (C) expenditures, investments, leases or any type of commitment made in connection with the business of Distributor HBC or in reliance on the existence of this Agreement. (ii) The Breach Severance Payment payable by Distributor to MEC pursuant to the provisions of this Section 12, if any, and MEC’s repurchase of Distributor’s inventory of Products, advertising materials and MEC Equipment pursuant to Section 12(e)(iv) below, or Distributor’s right to sell such inventory if not so repurchased by MEC, shall constitute MEC’s sole and exclusive remedy for the termination or non-renewal of this Agreement, including, without limitation, in the case of a breach and shall be in lieu of all other claims that MEC may have against Distributor as a result thereof. Without in any way detracting from or limiting the provisions of Sections 12(e)(iii) and 12(e)(v) below and, in addition thereto, under no circumstances shall Distributor be liable to MEC by reason of the termination or non-renewal of this Agreement for compensation, reimbursement or damages of whatsoever nature including, without limitation, for (A) loss of prospective compensation or earnings, (B) goodwill or loss thereof, or (C) expenditures, investments, leases or any type of commitment made in connection with the business of MEC or in reliance on the existence of this Agreement.

Sole Remedy. Notwithstanding anything contained in this Agreement to the contrary, the sole remedy for any and all claims of the nature described in Section 10.1 or otherwise in this Agreement, other than for (ia) The Breach Severance PaymentPayable Claims for fraud or arising from breaches of Sections 6.1, Product Severance Payment 6.2, 6.3, 6.4(a), 6.10, 6.11 and/or 6.12 (solely for wage laws), above, but subject to the 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 4.5(b) and (c) any amounts due by the Surviving Corporation or Parent, including costs and expenses, in respect of Company Common Shareholders who exercise dissenter rights in 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 and/or the Territory Severance Payment payable by MEC Surviving Corporation may pursue any and all remedies available to Distributorthem at law or in equity with respect to any such Payable Claim to enforce the indemnification provisions of Section 10.1, pursuant above, subject to the provisions of this Section 12, if anyArticle X. Any claims for indemnification made in good faith by Parent and/or the Surviving Corporation in writing prior to the expiration of the Indemnity Escrow Period, and MEC’s repurchase the right of Distributor’s inventory of Products, advertising materials and MEC Equipment pursuant to Section 12(e)(iv) below, or Distributor’s right to sell such inventory if not so repurchased by MECindemnity with respect thereto, shall constitute Distributor’s sole and exclusive remedy for the termination survive until resolved or non-renewal of this Agreement, including, without limitation, in the case of a breach and shall be in lieu of all other claims that Distributor may have against MEC as a result thereof. Without in any way detracting from or limiting the provisions of Sections 12(e)(iii) and 12(e)(v) below and, in addition thereto, under no circumstances shall MEC be liable to Distributor by reason of the termination or non-renewal of this Agreement for compensation, reimbursement or damages of whatsoever nature including, without limitation, for (A) loss of prospective compensation or earnings, (B) goodwill or loss thereof, or (C) expenditures, investments, leases or any type of commitment made in connection with the business of Distributor or in reliance on the existence of this Agreement. (ii) The Breach Severance Payment payable by Distributor to MEC judicially determined pursuant to the provisions provision of this Section 12, if any, and MEC’s repurchase Article X. Holders of Distributor’s inventory Company Stock prior to the Closing will not have any right of Products, advertising materials and MEC Equipment contribution from the Surviving Corporation for liabilities for such holders’ obligations pursuant to Section 12(e)(iv) below, or Distributor’s right to sell such inventory if not so repurchased by MEC, shall constitute MEC’s sole and exclusive remedy for the termination or non-renewal of this Agreement, including, without limitation, in the case of a breach and shall be in lieu of all other claims that MEC may have against Distributor as a result thereof. Without in any way detracting from or limiting the provisions of Sections 12(e)(iii) and 12(e)(v) below and, in addition thereto, under no circumstances shall Distributor be liable to MEC by reason of the termination or non-renewal of this Agreement for compensation, reimbursement or damages of whatsoever nature including, without limitation, for (A) loss of prospective compensation or earnings, (B) goodwill or loss thereof, or (C) expenditures, investments, leases or any type of commitment made in connection with the business of MEC or in reliance on the existence of this Agreement.Article X.

Sole Remedy. (i) The Breach Severance Payment, Product Severance Payment and/or the Territory Severance Payment payable by MEC HBC to Distributor, Distributor pursuant to the provisions of this Section 1212.a.(i)A., Section 12.b.(ii) and/or Section 12.b.(iii) above respectively, if any, and MECHBC’s repurchase of Distributor’s inventory of Products, Products and advertising materials and MEC Equipment pursuant to Section 12(e)(iv) belowthis Agreement, or Distributor’s right to sell such inventory if not so repurchased by MECHBC, shall constitute Distributor’s sole and exclusive remedy for the termination or non-renewal of this Agreement, including, without limitation, in the case of a breach and shall be in lieu of all other claims that Distributor may have against MEC HBC as a result thereof. Without in any way detracting from or limiting the provisions of Sections 12(e)(iii) and 12(e)(vSection 12.e.(iii) below and, in addition thereto, under no circumstances shall MEC HBC be liable to Distributor by reason of the termination or non-renewal of this Agreement for compensation, reimbursement or damages of whatsoever nature including, without limitation, for (A) loss of prospective compensation or earnings, (B) goodwill or loss thereof, or (C) expenditures, investments, leases or any type of commitment made in connection with the business of Distributor or in reliance on the existence of this Agreement. (ii) The Breach Severance Payment and/or the Distributor Severance Payment payable by Distributor to MEC HBC pursuant to the provisions of this Section 1212.a.(i)(A). and Section 12.c.(ii) above respectively, if any, and MECHBC’s repurchase of Distributor’s inventory of Products, Products and advertising materials and MEC Equipment pursuant to Section 12(e)(iv12.e.(iv) below, or Distributor’s right to sell such inventory if not so repurchased by MECHBC, shall constitute MECHBC’s sole and exclusive remedy for the termination or non-renewal of this Agreement, including, without limitation, in the case of a breach and shall be in lieu of all other claims that MEC HBC may have against Distributor as a result thereof. Without in any way detracting from or limiting the provisions of Sections 12(e)(iii) and 12(e)(vSection 12.e.(iii) below and, in addition thereto, under no circumstances shall Distributor be liable to MEC HBC by reason of the termination or non-renewal of this Agreement for compensation, reimbursement or damages of whatsoever nature including, without limitation, for (A) loss of prospective compensation or earnings, (B) goodwill or loss thereof, or (C) expenditures, investments, leases or any type of commitment made in connection with the business of MEC HBC or in reliance on the existence of this Agreement.

Sole Remedy. (i) The Breach Severance Payment, Product Severance Payment and/or the Territory Severance Payment payable by MEC HBC to Distributor, Distributor pursuant to the provisions of this Section 1212.a.(i)A., Section 12.b.(ii) and/or Section 12.b.(iii) above respectively, if any, and MECHBC’s repurchase of Distributor’s inventory of Products, Products and advertising materials and MEC Equipment pursuant to Section 12(e)(iv) belowthis Agreement, or Distributor’s right to sell such inventory if not so repurchased by MECHBC, shall constitute Distributor’s sole and exclusive remedy for the termination or non-renewal of this Agreement, including, without limitation, in the case of a breach and shall be in lieu of all other claims that Distributor may have against MEC HBC as a result thereof. Without in any way detracting from or limiting the provisions of Sections 12(e)(iii) and 12(e)(vSection 12.e.(iii) below and, in addition thereto, under no circumstances shall MEC HBC be liable to Distributor by reason of the termination or non-renewal of this Agreement for compensation, reimbursement or damages of whatsoever nature including, without limitation, for (A) loss of prospective compensation or earnings, (B) goodwill or loss thereof, or (C) expenditures, investments, leases or any type of commitment made in connection with the business of Distributor or in reliance on the existence of this Agreement. (ii) The Breach Severance Payment and/or the Distributor Severance Payment payable by Distributor to MEC HBC pursuant to the provisions of this Section 1212.a.(i)(A). and Section 12.c.(ii) above respectively, if any, and MECHBC’s repurchase of Distributor’s inventory of Products, Products and advertising materials and MEC Equipment pursuant to Section 12(e)(iv12.e.(iv) below, or Distributor’s right to sell such inventory if not so repurchased by MECHBC, shall constitute MECHBC’s sole and exclusive remedy for the termination or non-renewal of this Agreement, including, without limitation, in the case of a breach and shall be in lieu of all other claims that MEC *** Portions hereof have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment in accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as amended. HBC may have against Distributor as a result thereof. Without in any way detracting from or limiting the provisions of Sections 12(e)(iii) and 12(e)(vSection 12.e.(iii) below and, in addition thereto, under no circumstances shall Distributor be liable to MEC HBC by reason of the termination or non-renewal of this Agreement for compensation, reimbursement or damages of whatsoever nature including, without limitation, for (A) loss of prospective compensation or earnings, (B) goodwill or loss thereof, or (C) expenditures, investments, leases or any type of commitment made in connection with the business of MEC HBC or in reliance on the existence of this Agreement.

Sole Remedy. (ia) The Breach Severance PaymentIt is the intention of the parties that the Buyer’s and Buyer Group’s sole remedies in connection with the Sale and the transactions contemplated by the UK Share Sale Agreement will be as set out in this agreement. (b) No Seller, Product Severance Payment and/or Seller Representative or Adviser, nor Deloitte LLP, has any liability to a Buyer Group Member or a Target Entity: (1) in connection with the Territory Severance Payment payable Sale, the transactions contemplated by MEC to Distributor, pursuant to the provisions UK Share Sale Agreement or the matters the subject of this Section 12agreement or the Disclosure Materials; or (2) resulting from or implied by conduct made in the course of communications or negotiations in respect of the Sale, if any, and MEC’s repurchase of Distributor’s inventory of Products, advertising materials and MEC Equipment pursuant to Section 12(e)(iv) below, the transactions contemplated by the UK Share Sale Agreement or Distributor’s right to sell such inventory if not so repurchased by MEC, shall constitute Distributor’s sole and exclusive remedy for the termination or non-renewal matters the subject of this Agreementagreement or the Disclosure Materials, under a claim unless the claim may be made under the terms of this agreement or arises out of a statutory right or other claim that cannot be excluded by contract, including, without limitation, fraud, dishonesty or wilful concealment, or, in the case respect of a breach of an agreement or undertaking of the Sellers for the period prior to Completion, fraud, dishonesty, wilful misconduct or wilful concealment. (c) The Buyer unconditionally and shall be irrevocably releases, and must procure that each Target Entity and each Buyer Group Member unconditionally and irrevocably releases, all current and former directors, officers and employees of a Target Entity from any claim relating to any act, omission or conduct of those directors, officers and employees at any time prior to Completion, except in lieu respect of all other claims that Distributor may have against MEC as fraud, dishonesty or wilful concealment by a result thereof. Without in any way detracting from director, officer or limiting the provisions of Sections 12(e)(iii) and 12(e)(v) below andemployee, or, in addition thereto, under no circumstances shall MEC be liable to Distributor by reason respect of a breach of an agreement or undertaking of the termination Sellers for the period prior to Completion, fraud, dishonesty, wilful misconduct or non-renewal wilful concealment except that this clause 9.13(a) shall not apply in respect of any person in their capacity as Warrantor or Seller. (d) The Buyer must not, and must procure that each Target Entity and other Buyer Group Member does not, make a claim: (1) that the Buyer would not be entitled to make under this Agreement for compensation, reimbursement agreement or damages of whatsoever nature including, without limitation, for that is otherwise inconsistent with the Buyer’s entitlement to make a claim under this agreement; or (A2) loss of prospective compensation or earnings, (B) goodwill or loss thereof, or (C) expenditures, investments, leases against Deloitte LLP or any type of commitment made Seller Representative or Adviser with respect to or in connection with the business of Distributor or in reliance on the existence of this Agreement. (ii) The Breach Severance Payment payable by Distributor to MEC pursuant to the provisions of this Section 12, if any, and MEC’s repurchase of Distributor’s inventory of Products, advertising materials and MEC Equipment pursuant to Section 12(e)(iv) below, or Distributor’s right to sell such inventory if not so repurchased by MEC, shall constitute MEC’s sole and exclusive remedy for the termination or non-renewal of this Agreement, including, without limitation, in the case of a breach and shall be in lieu of all other claims that MEC may have against Distributor as a result thereof. Without in any way detracting from or limiting the provisions of Sections 12(e)(iii) and 12(e)(v) below and, in addition thereto, under no circumstances shall Distributor be liable to MEC by reason of the termination or non-renewal of this Agreement for compensation, reimbursement or damages of whatsoever nature including, without limitation, for (A) loss of prospective compensation or earnings, (B) goodwill or loss thereof, or (C) expenditures, investments, leases or any type of commitment made in connection with the business of MEC or in reliance on the existence of this Agreement.agreement,

Sole Remedy. (a) The Company acknowledges and agrees that, as of the date hereof, neither Parent nor Merger Sub has any assets other than their respective rights under the Merger Agreement, the Equity Commitment Letter and the agreements contemplated thereby. Except as specifically contemplated by this Limited Guarantee, 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 certain equity contributions to Parent (the “Equity Commitment Letter”), except to the extent necessary to pay the filing fees and related expenses of Parent or Merger Sub prior to the Closing in connection with the the obligations of Parent and Merger Sub under the Merger Agreement or as is required to comply with Parent’s or Merger Sub’s reimbursement and indemnification obligations pursuant to Sections 6.6(e) and 6.6(f) of the 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 Section 9.8(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 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 Xxxxxx Sub’s reimbursement and indemnification obligations pursuant to Sections 6.6(e) and 6.6(f) of the Merger Agreement prior to the Closing. (b) The Guarantor shall not have any obligation or liability to any Person relating to, arising out of or in connection with this Limited Guarantee other than as expressly set forth herein. The Company further agrees that it has no remedy, recourse or right of recovery against, or right to contribution from, and no personal liability shall attach to, (i) The Breach Severance Paymentany former, Product Severance Payment and/or current or future, direct or indirect director, officer, employee, agent or Affiliate of the Territory Severance Payment payable Guarantor, Parent or Merger Sub, (ii) any lender or prospective lender, lead arranger, arranger, agent or representative of or to Parent or Merger Sub, (iii) any former, current or future, direct or indirect holder of any securities or any equity interests of any kind of the Guarantor, Parent, Merger Sub or any other Person (whether such holder is a limited or general partner, member, stockholder or otherwise), or (iv) any former, current or future assignee of the Guarantor, Parent or Merger Sub or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate, controlling person, representative or assignee of any of the foregoing (those Persons described in the foregoing clauses (i), (ii), (iii) and (iv), together, with any other Non-Recourse Parent Party (as defined in the Equity Commitment Letter), but excluding in all cases Parent, Merger Sub, and the Guarantor, being referred to herein collectively as “Guarantor Affiliates”), through the Guarantor, Parent or Merger Sub or otherwise, whether by MEC or through attempted piercing of the corporate veil or similar action, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any applicable law, by or through a claim by or on behalf of the Guarantor, Parent or Merger Sub against the Guarantor, any Guarantor Affiliates, Parent or Merger Sub or otherwise in respect of any liabilities or obligations relating to, arising out of or in connection with, this Limited Guarantee, except, in each case, for (w) its rights against the Guarantor under this Limited Guarantee, (x) its third party beneficiary rights under the Equity Commitment Letter, (y) its rights against Parent or Merger Sub under, and in accordance with, the terms and conditions of the Merger Agreement and (z) its rights against Vista Equity Partners Management, LLC under, and in accordance with, the terms and conditions of the Confidentiality Agreement; provided, that in the event the Guarantor (A) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (B) transfers or conveys all or a substantial portion of its properties and other assets to Distributor, pursuant any Person such that the sum of the Guarantor’s remaining net assets plus uncalled capital is less than an amount equal to the provisions of Parent Liability Limitation (less amounts paid under this Section 12Limited Guarantee prior to such event), if anythen, and MEC’s repurchase in each such case, the Company shall be entitled to recourse, whether by the enforcement of Distributor’s inventory any judgment or assessment or by any legal or equitable proceeding or by virtue of Productsany applicable law, advertising materials against such continuing or surviving entity or such Person (in either case, a “Successor Entity”), as the case may be, but only to the extent of the unpaid liability of the Guarantor hereunder up to the amount of the Guaranteed Obligations for which the Guarantor is liable, as determined in accordance with this Limited Guarantee. Except for Guarantee Claims, Merger Agreement Claims and MEC Equipment pursuant to Section 12(e)(iv) Equity Commitment Claims (each as defined below), or Distributor’s right to sell such inventory if not so repurchased by MEC, recourse against the Guarantor under this Limited Guarantee shall constitute Distributor’s be the sole and exclusive remedy of the Company and all of its Affiliates and Subsidiaries against the Guarantor and any Guarantor Affiliate in respect of any liabilities or obligations arising under, or in connection with, the Transaction Agreements or the transactions contemplated thereby, and such recourse shall be subject to the limitations described herein and therein. (c) The Company hereby covenants and agrees that it shall not institute, and shall cause its controlled Affiliates not to institute, any Legal Proceeding in connection with the Transaction Agreements or the transactions contemplated hereby or thereby, against the Guarantor or any Guarantor Affiliate except for (i) claims by the termination or non-renewal of Company against the Guarantor and any Successor Entity under and in accordance with this AgreementLimited Guarantee (“Guarantee Claims”), (ii) claims, including, without limitation, claims for specific performance by the Company against Parent or Merger Sub under and in accordance with the case of a breach Merger Agreement and/or Vista Equity Partners Management, LLC under and shall be in lieu of all other claims that Distributor may have against MEC as a result thereof. Without in any way detracting from or limiting accordance with the provisions of Sections 12(e)(iiiConfidentiality Agreement (“Merger Agreement Claims”) and 12(e)(v(iii) below and, in addition thereto, under no circumstances shall MEC be liable to Distributor by reason of the termination or non-renewal of this Agreement for compensation, reimbursement or damages of whatsoever nature including, without limitation, for (A) loss of prospective compensation or earnings, (B) goodwill or loss thereof, or (C) expenditures, investments, leases or any type of commitment made in connection with the business of Distributor or in reliance on the existence of this Agreement. (ii) The Breach Severance Payment payable by Distributor to MEC pursuant to the provisions of this Section 12, if any, and MEC’s repurchase of Distributor’s inventory of Products, advertising materials and MEC Equipment pursuant to Section 12(e)(iv) below, or Distributor’s right to sell such inventory if not so repurchased by MEC, shall constitute MEC’s sole and exclusive remedy for the termination or non-renewal of this Agreementclaims, including, without limitation, in the case of a breach and shall be in lieu of all other claims that MEC may have against Distributor as a result thereof. Without in any way detracting from or limiting the provisions of Sections 12(e)(iii) and 12(e)(v) below andfor specific performance, in addition thereto, under no circumstances shall Distributor be liable to MEC by reason of the termination or non-renewal of this Agreement for compensation, reimbursement or damages of whatsoever nature including, without limitation, for (A) loss of prospective compensation by the Company against the Guarantor or earnings, any Successor Entity under and in accordance with the Merger Agreement and the Equity Commitment Letter and (B) goodwill by the Company against the Guarantor, Parent or loss thereofany respective Successor Entity, or any party to, the Support Agreement (C) expenditures, investments, leases or any type of commitment made in connection all cases under and in accordance with the business of MEC or in reliance on the existence Support Agreement) (“Equity Commitment Claims”). (d) For all purposes of this AgreementLimited Guarantee, a Person shall be deemed to have instituted a Legal Proceeding against another Person if such first Person brings a Legal Proceeding against such Person or adds such other Person to an existing Legal Proceeding, in each case other than Legal Proceedings as are expressly contemplated and permitted in the Merger Agreement and the other agreements contemplated hereby and thereby (including Guarantee Claims, Merger Agreement Claims and Equity Commitment Claims).

Sole Remedy. (i) The Breach Severance Payment, Product Severance Payment and/or the Territory Severance Payment payable by MEC to Distributor, pursuant Notwithstanding anything to the provisions contrary provided in this Agreement but subject to Section 8.3(g) and the last sentence of this Section 128.3(f)(i), if anyParent 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 rights under Section 9.8 to require Parent and Merger Sub to specifically perform its obligations under this Agreement (solely to the extent permitted by Section 9.8), (y) the Company’s rights under the Equity Commitment Letter and the Guarantee solely to the extent provided therein, and MEC(z) the Company’s repurchase of Distributor’s inventory of Productsrights under Section 6.6(e) and Section 6.6(f) with respect to any Reimbursement Obligations and under Section 8.3(e) with respect to any Collection Costs, advertising materials and MEC Equipment pursuant to Section 12(e)(iv) below, or Distributor’s right to sell such inventory if not so repurchased by MEC, shall constitute Distributorthe Company’s sole and exclusive remedy for (whether at law, in equity, in contract, in tort or otherwise) against Parent, Merger Sub or any of the termination other Parent Related Parties in respect of this Agreement and the transactions contemplated hereby shall be to terminate this Agreement in accordance with Section 8.1(g) or non-renewal Section 8.1(i) and receive payment of the Parent Termination Fee, 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 and Merger Sub shall have no further liability or obligation relating to or arising out of this Agreement, includingany Contract executed in connection herewith (including the Financing Letters) or any of the transactions contemplated hereby or thereby. Except with respect to the Company’s rights under Section 8.3(c), without limitationSection 8.3(e), Section 6.6(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 case of a breach and shall be in lieu of all other claims that Distributor may have against MEC as a result thereof. Without in any way detracting from or limiting the provisions of Sections 12(e)(iii) and 12(e)(v) below and, in addition thereto, under no circumstances shall MEC be liable Guarantee to Distributor by reason seek payment of the Parent Termination Fee, any Reimbursement Obligations and any Collection Costs from the Guarantor, following a valid termination or non-renewal of this Agreement for compensation, reimbursement or damages of whatsoever nature including, without limitation, for (A) loss of prospective compensation or earnings, (B) goodwill or loss thereof, or (C) expenditures, investments, leases or any type of commitment made in connection with the business of Distributor or in reliance on the existence of this Agreement. (ii) The Breach Severance Payment payable by Distributor to MEC pursuant to the provisions of this Section 12, if any, and MEC’s repurchase of Distributor’s inventory of Products, advertising materials and MEC Equipment pursuant to Section 12(e)(iv) below8.1, the Company shall thereafter not be entitled to bring and shall in no event support, facilitate, encourage or Distributor’s right to sell such inventory if not so repurchased by MECtake any Legal Proceeding other than opposing the bringing of any Legal Proceeding (under any legal theory, shall constitute MEC’s sole and exclusive remedy whether sounding in law (whether for the termination or non-renewal breach of this Agreement, including, without limitationcontract, in the case of a breach and shall be tort or otherwise) or in lieu of all other claims that MEC may have equity) against Distributor as a result thereof. Without in Parent, Merger Sub, Guarantor or any way detracting from or limiting the provisions of Sections 12(e)(iii) and 12(e)(v) below and, in addition thereto, under no circumstances shall Distributor be liable to MEC by reason of the termination or non-renewal of this Agreement for compensation, reimbursement or damages of whatsoever nature including, without limitation, for (A) loss of prospective compensation or earnings, (B) goodwill or loss thereof, or (C) expenditures, investments, leases or any type of commitment made in connection with the business of MEC or in reliance on the existence of this Agreement.other Parent

Sole Remedy. (i) ). The Breach Severance Payment, Product Severance Payment and/or the Territory Severance Payment payable by MEC XXX to Distributor, Distributor pursuant to the provisions of this Section 1212.a.(i)(A), Section 12.b.(ii) and/or Section 12.b.(iii) above respectively, if any, and MECMEL’s repurchase of Distributor’s inventory of Products, Products and advertising materials and MEC Equipment pursuant to Section 12(e)(iv) belowthis Agreement, or Distributor’s right to sell such inventory if not so repurchased by MECXXX, shall constitute Distributor’s sole and exclusive remedy for the termination or non-renewal of this Agreement, including, without limitation, in the case of a breach and shall be in lieu of all other claims that Distributor may have against MEC XXX as a result thereof. Without in any way detracting from or limiting the provisions of Sections 12(e)(iii) and 12(e)(vSection 12.e.(iii) below and, in addition thereto, under no circumstances shall MEC XXX be liable to Distributor by reason of the termination or non-renewal of this Agreement for compensation, reimbursement or damages of whatsoever nature including, without limitation, for (A) loss of prospective compensation or earnings, (B) goodwill or loss thereof, or (C) expenditures, investments, leases or any type of commitment made in connection with the business of Distributor or in reliance on the existence of this Agreement. (ii) ). The Breach Severance Payment and/or the Distributor Severance Payment payable by Distributor to MEC XXX pursuant to the provisions of this Section 1212.a.(i)(A) and Section 12.c.(ii) above respectively, if any, *** Portions hereof have been omitted and MECfiled separately with the Securities and Exchange Commission pursuant to a request for confidential treatment in accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as amended. and MEL’s repurchase of Distributor’s inventory of Products, Products and advertising materials and MEC Equipment pursuant to Section 12(e)(iv12.e.(iv) below, or Distributor’s right to sell such inventory if not so repurchased by MECXXX, shall constitute MECMEL’s sole and exclusive remedy for the termination or non-renewal of this Agreement, including, without limitation, in the case of a breach and shall be in lieu of all other claims that MEC XXX may have against Distributor as a result thereof. Without in any way detracting from or limiting the provisions of Sections 12(e)(iii) and 12(e)(vSection 12.e.(iii) below and, in addition thereto, under no circumstances shall Distributor be liable to MEC XXX by reason of the termination or non-renewal of this Agreement for compensation, reimbursement or damages of whatsoever nature including, without limitation, for (A) loss of prospective compensation or earnings, (B) goodwill or loss thereof, or (C) expenditures, investments, leases or any type of commitment made in connection with the business of MEC XXX or in reliance on the existence of this Agreement.