Common use of Waiver of Remedies Clause in Contracts

Waiver of Remedies. (a) The Parties hereby agree that, except with respect to Claims for fraud (but not constructive fraud), no Party shall have any liability, and no Party shall make any Claim, for any Loss or other matter under, relating to or arising out of this Agreement, the Company Assignment Agreements or the Closing Certificates, whether based on contract, tort, strict liability, other Laws or otherwise, except as provided in Section 6.11, Articles IX and X. (b) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, EXCEPT AS SET FORTH IN SECTION 6.13 AND SECTION 6.14, NO PARTY SHALL BE LIABLE FOR SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES OR LOST PROFITS, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OTHER LAW OR OTHERWISE AND WHETHER OR NOT ARISING FROM THE OTHER PARTY’S SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT (“NON-REIMBURSABLE DAMAGES”), PROVIDED THAT ANY AMOUNTS PAYABLE TO THIRD PARTIES PURSUANT A THIRD-PARTY CLAIM (OTHER THAN A CLAIM FOR CONSEQUENTIAL DAMAGES ARISING UNDER A CONTRACT PROVISION AGREED TO BY THE INDEMNIFIED PARTY THAT DOES NOT NEGATE CONSEQUENTIAL DAMAGES) SHALL NOT BE DEEMED NON-REIMBURSABLE DAMAGES. (c) Notwithstanding anything in this Agreement to the contrary, no Representative or Affiliate of a Party shall have any personal liability to the other Party or any other Person as a result of the breach of any representation, warranty, covenant, agreement or obligation of such Party in this Agreement.

Waiver of Remedies. (a) The Other than for instances of actual fraud, the Parties hereby agree that, except with respect to Claims for fraud (but not constructive fraud), that from and after Closing no Party shall have any liability, and no neither Party nor any of their respective Affiliates shall make any Claim, for any Loss or any other matter matter, under, relating to or arising out of this AgreementAgreement (including breach of representation, the Company Assignment Agreements warranty, covenant or agreement) or any other Contract or other matter delivered pursuant hereto, or the Closing Certificatestransactions contemplated hereby, whether based on contract, tort, strict liability, other Laws or otherwise, except as provided in Section 6.11, Articles IX and X.for a claim for indemnification pursuant to Article VII. (b) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, EXCEPT AS SET FORTH IN SECTION 6.13 AND SECTION 6.14THE CASE OF ACTUAL FRAUD, NO PARTY NOR ANY OF ITS AFFILIATES SHALL BE LIABLE FOR THE FOLLOWING (“Non-Reimbursable Damages”): SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES (INCLUDING ANY DAMAGES ON ACCOUNT OF LOST PROFITS OR OPPORTUNITIES, OR LOST PROFITSOR DELAYED BUSINESS BASED ON VALUATION METHODOLOGIES ASCRIBING A DECREASE IN VALUE TO THE COMPANY, ON THE BASIS OF A MULTIPLE OF A REDUCTION IN A MULTIPLE-BASED OR YIELD-BASED MEASURE OF FINANCIAL PERFORMANCE), WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OTHER LAW OR OTHERWISE AND WHETHER OR NOT ARISING FROM THE OTHER PARTY’S OR ANY OF ITS AFFILIATES’ SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT FAULT, EXCEPT ONLY IN THOSE PARTICULAR CIRCUMSTANCES WHERE THE CONSEQUENTIAL DAMAGES ARE REASONABLY FORESEEABLE (“NON-REIMBURSABLE DAMAGES”SUCH AS THE TERMINATION OF A CONTRACT OR A DELAY OR INTERRUPTION IN REVENUES OR OPERATIONS RESULTING THEREFROM), PROVIDED IN WHICH CASE THE BREACHING PARTY SHALL BE LIABLE FOR THE NET PRESENT VALUE OF ANY SUCH CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) THAT ARE THE REASONABLY FORESEEABLE RESULT OF A BREACH OF THIS AGREEMENT BY SUCH PARTY, SUBJECT TO THE OTHER LIMITATIONS AND REQUIREMENTS SET FORTH HEREIN, INCLUDING SECTION 7.11; PROVIDED, HOWEVER, ANY AMOUNTS PAYABLE TO THIRD PARTIES PURSUANT A THIRD-PARTY CLAIM (OTHER THAN TO A CLAIM FOR CONSEQUENTIAL DAMAGES ARISING UNDER BY A CONTRACT PROVISION AGREED TO BY THE INDEMNIFIED THIRD PARTY THAT DOES NOT NEGATE CONSEQUENTIAL DAMAGES) SHALL NOT BE DEEMED NON-REIMBURSABLE DAMAGES. (c) Notwithstanding anything in this Agreement to the contrary, no Representative or Affiliate of a Party shall have any personal liability to the other Party or any other Person as a result of the breach of any representation, warranty, covenant, agreement or obligation of such Party in this Agreement.

Waiver of Remedies. (a) The Parties hereby acknowledge and agree that, that except with respect to fraud in the making of representations and warranties in ARTICLES II and III or as provided in Section 4.5, their sole and exclusive remedy with respect to any and all Claims for fraud (but not constructive fraud)any breach of any agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement shall be pursuant to the indemnification provisions set forth in this ARTICLE V. The Parties hereby agree that except as specifically provided in Section 4.5, no Party shall have any liability, and no neither Party nor any of its respective Affiliates shall make any Claim, for any Loss or any other matter matter, under, relating to or arising out of this Agreement, the Company Assignment Agreements Agreement or the Closing Certificatesother Transaction Documents (including breach of representation, warranty, covenant or agreement) or any other document, agreement, certificate or other matter delivered pursuant hereto, whether based on contractContract, tort, strict liability, other Laws or otherwise, except with respect to fraud in the making of representations and warranties in ARTICLES II and III or as expressly provided in this ARTICLE V. Notwithstanding the foregoing provisions of this Section 6.115.4(a), Articles IX and X.nothing contained herein shall limit the Sellers’ rights under the Promissory Note, the Security Agreement or the Trademark Security Agreement. (b) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, EXCEPT AS SET FORTH IN SECTION 6.13 AND SECTION 6.14, NO PARTY NOR ANY OF ITS AFFILIATES SHALL BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES FOR SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES DAMAGES, OR LOST PROFITS, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OTHER LAW OR OTHERWISE AND WHETHER OR NOT ARISING FROM THE OTHER PARTY’S OR ANY OF ITS AFFILIATES’ SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT (“NONNon-REIMBURSABLE DAMAGESReimbursable Damages”), PROVIDED THAT ANY AMOUNTS PAYABLE TO THIRD PARTIES PURSUANT A THIRD-PARTY CLAIM (OTHER THAN A CLAIM FOR CONSEQUENTIAL DAMAGES ARISING UNDER A CONTRACT PROVISION AGREED TO BY THE INDEMNIFIED PARTY THAT DOES NOT NEGATE CONSEQUENTIAL DAMAGES) SHALL NOT BE DEEMED NON-REIMBURSABLE DAMAGES. (c) Notwithstanding anything in to the contrary contained herein or otherwise, this Agreement may only be enforced against, and any Claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the contrarynegotiation, execution or performance of this Agreement and the other Transaction Documents or the transactions contemplated hereby, may only be made against the Persons that are expressly identified as parties in their capacities as such, and no Representative Person who is not expressly identified as a party in its capacity as such, including, without limitation, any former, current or future direct or indirect stockholder, equity holder, controlling Person, director, officer, employee, general or limited partner, member, manager, agent or Affiliate of any party and any former, current or future direct or indirect stockholder, equity holder, controlling Person, director, officer, employee, general or limited partner, member, manager, agent or Affiliate of any of the foregoing (each, a Party “Non-Recourse Party”), shall have any personal liability to for any obligations or liabilities of the parties or for any Claim (whether in tort, Contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby and by the other Transaction Documents, or in respect of any representations made or alleged to be made in connection herewith. In no event shall any Party or any other Person as a result of the its Affiliates seek to enforce this Agreement against, make any Claims for breach of this Agreement or the other Transaction Documents against, or seek to recover monetary damages from, any representation, warranty, covenant, agreement or obligation of such Party in this AgreementNon-Recourse Party.

Waiver of Remedies. (a) The Parties hereby agree that, except with respect to Claims for fraud (but not constructive fraud), that no Party nor any of their respective Affiliates shall have any liability, and no Party nor any of their respective Affiliates shall make any Claim, for any Loss or any other matter matter, under, relating to or arising out of this AgreementAgreement or any other document, the Company Assignment Agreements agreement, certificate or the Closing Certificatesother matter delivered pursuant hereto, whether based on contract, tort, strict liability, other Laws or otherwise, except as expressly provided in Section 6.11Sections 9.02 or 11.03 or, Articles IX and X.to the extent this Agreement has not been terminated, Sections 11.15 or 10.02(c) or (d). (b) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, EXCEPT AS SET FORTH IN SECTION 6.13 AND SECTION 6.14, NO PARTY NOR ANY OF ITS AFFILIATES SHALL BE LIABLE FOR SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES OR LOST PROFITS, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OTHER LAW OR OTHERWISE AND WHETHER OR NOT ARISING FROM THE ANY OTHER PARTY’S OR ANY SUCH PARTY’S AFFILIATES’ SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT (“NON-REIMBURSABLE DAMAGES”), FAULT; PROVIDED THAT ANY AMOUNTS PAYABLE TO THIRD PARTIES PURSUANT A THIRD-PARTY CLAIM (OTHER THAN A CLAIM FOR CONSEQUENTIAL DAMAGES ARISING UNDER A CONTRACT PROVISION AGREED TO BY THE INDEMNIFIED PARTY THAT DOES NOT NEGATE CONSEQUENTIAL DAMAGESTHIS SECTION 10.04(b) SHALL NOT BE DEEMED NON-REIMBURSABLE DAMAGESAPPLY TO CLAIMS OR LOSSES OF A PARTY RESULTING FROM KNOWING AND WILLFUL BREACHES OF SECTION 6.13 (EXCLUSIVITY). (c) Notwithstanding anything in this Agreement or any other Transaction Document to the contrary, (i) no Representative or Affiliate of a Party CEH (nor any Representative of any such Affiliate or any Person directly or indirectly owning any interest in CEH) shall have any personal liability to the other any GSCAC Party or any other Person as a result of the breach of any representation, warranty, covenant, agreement or obligation of CEH or any other Project Company in this Agreement, or any certificate delivered pursuant to this Agreement, and (ii) no Representative or Affiliate of any GSCAC Party (nor any Representative of any such Affiliate or any Person directly or indirectly owning any interest in any GSCAC Party) shall have any liability to CEH or any other Person as a result of the breach of any representation, warranty, covenant, agreement or obligation of any GSCAC Party in this AgreementAgreement or in any certificate delivered pursuant to this Agreement (other than the GSCAC Parties).

Waiver of Remedies. (a) The Other than for instances of Fraud by a Party and except as otherwise provided pursuant to the terms of the OMO MIPSA (and the Transaction Documents as defined in the OMO MIPSA), the OSDO MIPSA (and the Transaction Documents as defined in the OSDO MIPSA), Escrow Agreement, the Transition Services Agreement, the Closing Releases, and any Non-Competition Agreement, the Parties hereby agree that, except with respect to Claims for fraud that from and after the Closing (but not constructive fraud), i) no Party shall will have any liability, and no neither Party shall will (and each Party will cause its respective Affiliates not to) make any Claim, for any Loss or any other matter matter, under, relating to or arising out of this AgreementAgreement (including breach of representation, the Company Assignment Agreements warranty, covenant or agreement) or any other contract or other matter delivered pursuant hereto, or the Closing Certificatestransactions contemplated hereby, whether based on contract, tort, strict liability, other Laws or otherwise, except as provided in for a claim for indemnification pursuant to Article 9 or a claim for set off pursuant to Section 6.112.4(h), Articles IX and X.(ii) this Article 9 and Section 2.4(h) set forth the sole and exclusive remedies available to the Parties and any other Person entitled to indemnification hereunder relating to the transactions contemplated by this Agreement, subject to Section 5.10, Section 5.12, Section 5.17 and Section 10.16. (b) NOTWITHSTANDING ANYTHING IN FURTHERANCE OF THE FOREGOING, EXCEPT AS OTHERWISE PROVIDED PURSUANT TO THE TERMS OF THE OMO MIPSA (AND THE TRANSACTION DOCUMENTS AS DEFINED IN THE OMO MIPSA), THE OSDO MIPSA (AND THE TRANSACTION DOCUMENTS AS DEFINED IN THE OSDO MIPSA), ESCROW AGREEMENT, THE TRANSITION SERVICES AGREEMENT, THE CLOSING RELEASES AND ANY NON-COMPETITION AGREEMENT), BUYER HEREBY WAIVES FROM AND AFTER THE CLOSING, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, ANY AND ALL CLAIMS, (OTHER THAN CLAIMS FOR (i) FRAUD OR (ii) EQUITABLE RELIEF RELATED TO THE BREACH OF ANY COVENANT OR AGREEMENT OF SELLER CONTAINED IN THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT REQUIRING PERFORMANCE AFTER THE CLOSING), BUYER OR ANY OF ITS AFFILIATES, INCLUDING THE COMPANY (WITH RESPECT TO THE CONTRARYPERIOD FROM AND AFTER THE CLOSING DATE), MAY HAVE AGAINST SELLER OR ANY OF ITS AFFILIATES (INCLUDING THE COMPANY WITH RESPECT TO THE PERIOD PRIOR TO THE CLOSING DATE), OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR ADVISORS ARISING FROM (I) THE TRANSACTION DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED THEREBY, (II) THE MEMBERSHIP INTERESTS, THE COMPANY OR ANY COMPANY ASSET PRIOR TO CLOSING, OR (III) ANY ACTIONS OR OMISSIONS BY ANY OFFICER, DIRECTOR OR EMPLOYEE OF THE COMPANY, SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES, IN SUCH PERSON’S CAPACITY AS SUCH, OR BY SELLER, IN ITS CAPACITY AS THE SOLE MEMBER OF THE COMPANY PRIOR TO THE CLOSING, PROVIDED ANY SUCH ACTIONS WERE TAKEN OR OMISSIONS WERE AVOIDED, IN EACH CASE, IN GOOD FAITH, EXCEPT AS PURSUANT TO THE INDEMNIFICATION PROVISIONS SET FORTH IN THIS ARTICLE 9, SECTION 6.13 2.3, SECTION 2.4(H) OR SECTION 10.16. SECTION 9.4(A)-(C) AND SECTION 6.14, NO PARTY 9.6(A)-(B) SHALL BE LIABLE FOR SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES OR LOST PROFITSAPPLY TO ANY LOSS, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OTHER LAW OR OTHERWISE AND WHETHER OR NOT ARISING FROM THE OTHER PARTY’S OR ANY OF ITS AFFILIATES’ SOLE, JOINT OR CONCURRENT NEGLIGENCE, GROSS NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT FAULT. (c) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, EXCEPT IN THE CASE OF FRAUD BY A PARTY WITH RESPECT TO, AND THEN ONLY TO THE EXTENT OF, A REPRESENTATION OR WARRANTY MADE BY SUCH PARTY IN THIS AGREEMENT, NO PARTY NOR ANY OF ITS AFFILIATES WILL BE LIABLE FOR THE FOLLOWING (“NON-REIMBURSABLE DAMAGES”): SPECIAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES (INCLUDING ANY DAMAGES ON ACCOUNT OF LOST PROFITS OR OPPORTUNITIES, OR LOST OR DELAYED BUSINESS BASED ON VALUATION METHODOLOGIES ASCRIBING A DECREASE IN VALUE TO THE COMPANY, ON THE BASIS OF A MULTIPLE REDUCTION IN A MULTIPLE BASED OR YIELD BASED MEASURE OF FINANCIAL PERFORMANCE), PROVIDED WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OTHER LAW OR OTHERWISE AND WHETHER OR NOT ARISING FROM THE OTHER PARTY’S OR ANY OF ITS AFFILIATES’ SOLE, JOINT OR CONCURRENT NEGLIGENCE, GROSS NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT; PROVIDED, HOWEVER, THAT (i) ANY AMOUNTS PAYABLE TO THIRD PARTIES (AND WHO ARE NOT AFFILIATES OF A PARTY) PURSUANT A THIRD-PARTY CLAIM (OTHER THAN TO A CLAIM FOR CONSEQUENTIAL DAMAGES BY A THIRD PARTY (AND WHO ARE NOT AFFILIATES OF A PARTY) WILL NOT BE DEEMED TO BE NON-REIMBURSABLE DAMAGES, (ii) ANY AMOUNTS PAYABLE UNDER SECTION 2.4 WITH RESPECT TO THE 2017 ODO EARN-OUT PAYMENT AMOUNT, THE 2018 ODO EARN-OUT PAYMENT AMOUNT, THE CHANGE OF CONTROL AMOUNT OR ANY SOLD EARN-OUT CONTRACT PAYMENT WILL NOT BE DEEMED TO BE NON-REIMBURSABLE DAMAGES; AND (iii) LOST REVENUES IN RESPECT OF ANY MATERIAL CONTRACT ARISING UNDER A OUT OF OR RELATING TO THE BREACH OF THE REPRESENTATIONS AND WARRANTIES WITH RESPECT TO SUCH MATERIAL CONTRACT PROVISION AGREED IN SECTION 3.14(B), TO BY THE INDEMNIFIED PARTY THAT DOES NOT NEGATE CONSEQUENTIAL EXTENT SUCH LOST REVENUES ARE BASED ON THE TERMS OF SUCH MATERIAL CONTRACT AS OF THE EXECUTION DATE AND/OR THE CLOSING DATE, AS APPLICABLE, AND CONSTITUTE DIRECT DAMAGES) , SHALL NOT BE DEEMED TO BE NON-REIMBURSABLE DAMAGES. (cd) Notwithstanding anything in this Agreement to the contraryNOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, no Representative or Affiliate of a Party shall have any personal liability to the other Party or any other Person as a result of the breach of any representationBUYER AGREES AND ACKNOWLEDGES THAT NO PERSON OTHER THAN SELLER (AND SELLER’S SUCCESSORS AND ASSIGNS) SHALL HAVE ANY OBLIGATION HEREUNDER, warrantyAND BUYER HAS NO RIGHTS OF RECOVERY HEREUNDER AGAINST ANY FORMER, covenantCURRENT OR FUTURE OFFICER, agreement or obligation of such Party in this AgreementDIRECTOR, MEMBER, MANAGER, PARTNER, EMPLOYEE, AGENT OR REPRESENTATIVE OF SELLER (AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS) (THE “SELLER AFFILIATED PERSONS”) AND EACH SELLER AFFILIATED PERSON’S FORMER, CURRENT OR FUTURE OFFICERS, DIRECTORS, MEMBERS, MANAGERS, PARTNERS, EMPLOYEES, AGENTS OR REPRESENTATIVES, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, AS A RESULT OF THE BREACH OF ANY REPRESENTATION, WARRANTY, COVENANT, AGREEMENT OR OBLIGATION IN THIS AGREEMENT OR ANY CERTIFICATE DELIVERED PURSUANT TO THIS AGREEMENT. BUYER HEREBY WAIVES, AND SHALL CAUSE EACH OF ITS AFFILIATES TO WAIVE, ANY CLAIMS OR OTHER METHOD OF RECOVERY, WHETHER BASED ON CONTRACT, TORT OR STRICT LIABILITY, OR UNDER APPLICABLE LAW, AGAINST ANY SUCH SELLER AFFILIATED PERSON AND EACH FORMER, CURRENT OR FUTURE OFFICER, DIRECTOR, MEMBER, MANAGER, PARTNER, EMPLOYEE, AGENT AND REPRESENTATIVE OF SUCH SELLER AFFILIATED PERSON (OTHER THAN SELLER), AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, RELATING TO A BREACH OF ANY REPRESENTATION, WARRANTY, COVENANT, AGREEMENT OR OBLIGATION IN THIS AGREEMENT OR ANY CERTIFICATE DELIVERED PURSUANT TO THIS AGREEMENT. (e) NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, SELLER AGREES AND ACKNOWLEDGES THAT NO PERSON OTHER THAN BUYER (AND BUYER’S SUCCESSORS AND ASSIGNS) SHALL HAVE ANY OBLIGATION HEREUNDER, AND SELLER HAS NO RIGHTS OF RECOVERY HEREUNDER AGAINST ANY FORMER, CURRENT OR FUTURE OFFICER, DIRECTOR, MEMBER, MANAGER, PARTNER, EMPLOYEE, AGENT OR REPRESENTATIVE OF BUYER (AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS) (THE “BUYER AFFILIATED PERSONS”) AND EACH BUYER AFFILIATED PERSON’S FORMER, CURRENT OR FUTURE OFFICERS, DIRECTORS, MEMBERS, MANAGERS, PARTNERS, EMPLOYEES, AGENTS OR REPRESENTATIVES, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, AS A RESULT OF THE BREACH OF ANY REPRESENTATION, WARRANTY, COVENANT, AGREEMENT OR OBLIGATION IN THIS AGREEMENT OR ANY CERTIFICATE DELIVERED PURSUANT TO THIS AGREEMENT. SELLER HEREBY WAIVES, AND SHALL CAUSE EACH OF ITS AFFILIATES TO WAIVE, ANY CLAIMS OR OTHER METHOD OF RECOVERY, WHETHER BASED ON CONTRACT, TORT OR STRICT LIABILITY, OR UNDER APPLICABLE LAW, AGAINST ANY SUCH BUYER AFFILIATED PERSON AND EACH FORMER, CURRENT OR FUTURE OFFICER, DIRECTOR, MEMBER, MANAGER, PARTNER, EMPLOYEE, AGENT AND REPRESENTATIVE OF SUCH BUYER AFFILIATED PERSON (OTHER THAN BUYER), AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, RELATING TO A BREACH OF ANY REPRESENTATION, WARRANTY, COVENANT, AGREEMENT OR OBLIGATION IN THIS AGREEMENT OR ANY CERTIFICATE DELIVERED PURSUANT TO THIS AGREEMENT.

Waiver of Remedies. (a) The Other than for instances of Fraud by a Party and except as otherwise provided pursuant to the terms of the OMO MIPSA (and the Transaction Documents as defined in the OMO MIPSA), the OSDO MIPSA (and the Transaction Documents as defined in the OSDO MIPSA), Escrow Agreement, the Transition Services Agreement, the Closing Releases, and any Non-Competition Agreement, the Parties hereby agree that, except with respect to Claims for fraud that from and after the Closing (but not constructive fraud), i) no Party shall will have any liability, and no neither Party shall will (and each Party will cause its respective Affiliates not to) make any Claim, for any Loss or any other matter matter, under, relating to or arising out of this AgreementAgreement (including breach of representation, the Company Assignment Agreements warranty, covenant or agreement) or any other contract or other matter delivered pursuant hereto, or the Closing Certificatestransactions contemplated hereby, whether based on contract, tort, strict liability, other Laws or otherwise, except as provided in for a claim for indemnification pursuant to Article 9 or a claim for set off pursuant to Section 6.112.4(h), Articles IX and X.(ii) this Article 9 and Section 2.4(h) set forth the sole and exclusive remedies available to the Parties and any other Person entitled to indemnification hereunder relating to the transactions contemplated by this Agreement, subject to Section 5.10, Section 5.12, Section 5.17 and Section 10.16. (b) NOTWITHSTANDING ANYTHING IN FURTHERANCE OF THE FOREGOING, EXCEPT AS OTHERWISE PROVIDED PURSUANT TO THE TERMS OF THE OMO MIPSA (AND THE TRANSACTION DOCUMENTS AS DEFINED IN THE OMO MIPSA), THE ODO MIPSA (AND THE TRANSACTION DOCUMENTS AS DEFINED IN THE ODO MIPSA), ESCROW AGREEMENT, THE TRANSITION SERVICES AGREEMENT, THE CLOSING RELEASES AND ANY NON-COMPETITION AGREEMENT), BUYER HEREBY WAIVES FROM AND AFTER THE CLOSING, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, ANY AND ALL CLAIMS, (OTHER THAN CLAIMS FOR (i) FRAUD OR (ii) EQUITABLE RELIEF RELATED TO THE BREACH OF ANY COVENANT OR AGREEMENT OF SELLER CONTAINED IN THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT REQUIRING PERFORMANCE AFTER THE CLOSING), BUYER OR ANY OF ITS AFFILIATES, INCLUDING THE COMPANY (WITH RESPECT TO THE CONTRARYPERIOD FROM AND AFTER THE CLOSING DATE), MAY HAVE AGAINST SELLER OR ANY OF ITS AFFILIATES (INCLUDING THE COMPANY WITH RESPECT TO THE PERIOD PRIOR TO THE CLOSING DATE), OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR ADVISORS ARISING FROM (I) THE TRANSACTION DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED THEREBY, (II) THE MEMBERSHIP INTERESTS, THE COMPANY OR ANY COMPANY ASSET PRIOR TO CLOSING, OR (III) ANY ACTIONS OR OMISSIONS BY ANY OFFICER, DIRECTOR OR EMPLOYEE OF THE COMPANY, SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES, IN SUCH PERSON’S CAPACITY AS SUCH, OR BY SELLER, IN ITS CAPACITY AS THE SOLE MEMBER OF THE COMPANY PRIOR TO THE CLOSING, PROVIDED ANY SUCH ACTIONS WERE TAKEN OR OMISSIONS WERE AVOIDED, IN EACH CASE, IN GOOD FAITH, EXCEPT AS PURSUANT TO THE INDEMNIFICATION PROVISIONS SET FORTH IN THIS ARTICLE 9, SECTION 6.13 2.3, SECTION 2.4(H) OR SECTION 10.16. SECTION 9.4(A)-(C) AND SECTION 6.14, NO PARTY 9.6(A)-(B) SHALL BE LIABLE FOR SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES OR LOST PROFITSAPPLY TO ANY LOSS, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OTHER LAW OR OTHERWISE AND WHETHER OR NOT ARISING FROM THE OTHER PARTY’S OR ANY OF ITS AFFILIATES’ SOLE, JOINT OR CONCURRENT NEGLIGENCE, GROSS NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT FAULT. (c) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, EXCEPT IN THE CASE OF FRAUD BY A PARTY WITH RESPECT TO, AND THEN ONLY TO THE EXTENT OF, A REPRESENTATION OR WARRANTY MADE BY SUCH PARTY IN THIS AGREEMENT, NO PARTY NOR ANY OF ITS AFFILIATES WILL BE LIABLE FOR THE FOLLOWING (“NON-REIMBURSABLE DAMAGES”): SPECIAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES (INCLUDING ANY DAMAGES ON ACCOUNT OF LOST PROFITS OR OPPORTUNITIES, OR LOST OR DELAYED BUSINESS BASED ON VALUATION METHODOLOGIES ASCRIBING A DECREASE IN VALUE TO THE COMPANY, ON THE BASIS OF A MULTIPLE REDUCTION IN A MULTIPLE BASED OR YIELD BASED MEASURE OF FINANCIAL PERFORMANCE), PROVIDED WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OTHER LAW OR OTHERWISE AND WHETHER OR NOT ARISING FROM THE OTHER PARTY’S OR ANY OF ITS AFFILIATES’ SOLE, JOINT OR CONCURRENT NEGLIGENCE, GROSS NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT; PROVIDED, HOWEVER, THAT (i) ANY AMOUNTS PAYABLE TO THIRD PARTIES (AND WHO ARE NOT AFFILIATES OF A PARTY) PURSUANT A THIRD-PARTY CLAIM (OTHER THAN TO A CLAIM FOR CONSEQUENTIAL BY A THIRD PARTY (AND WHO ARE NOT AFFILIATES OF A PARTY) WILL NOT BE DEEMED TO BE NON-REIMBURSABLE DAMAGES, (ii) ANY AMOUNTS PAYABLE UNDER SECTION 2.4 WITH RESPECT TO THE 2017 OSDO EARN-OUT PAYMENT AMOUNT, THE 2018 OSDO EARN-OUT PAYMENT AMOUNT, THE CHANGE OF CONTROL AMOUNT OR ANY SOLD EARN-OUT CONTRACT PAYMENT WILL NOT BE DEEMED TO BE NON-REIMBURSABLE DAMAGES; AND (iii) LOST REVENUES IN RESPECT OF ANY MATERIAL CONTRACT ARISING OUT OF OR RELATING TO THE BREACH OF THE REPRESENTATIONS AND WARRANTIES WITH RESPECT TO SUCH MATERIAL CONTRACT IN SECTION 3.14(B), TO THE EXTENT SUCH LOST REVENUES ARE BASED ON THE TERMS OF SUCH MATERIAL CONTRACT AS OF THE EXECUTION DATE AND/OR AS OF THE CLOSING DATE (AS APPLICABLE) AND CONSTITUTE DIRECT DAMAGES ARISING UNDER A CONTRACT PROVISION AGREED TO BY THE INDEMNIFIED PARTY THAT DOES NOT NEGATE CONSEQUENTIAL DAMAGES) SHALL NOT BE DEEMED TO BE NON-REIMBURSABLE DAMAGES. (cd) Notwithstanding anything in this Agreement to the contraryNOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, no Representative or Affiliate of a Party shall have any personal liability to the other Party or any other Person as a result of the breach of any representationBUYER AGREES AND ACKNOWLEDGES THAT NO PERSON OTHER THAN SELLER (AND SELLER’S SUCCESSORS AND ASSIGNS) SHALL HAVE ANY OBLIGATION HEREUNDER, warrantyAND BUYER HAS NO RIGHTS OF RECOVERY HEREUNDER AGAINST ANY FORMER, covenantCURRENT OR FUTURE OFFICER, agreement or obligation of such Party in this AgreementDIRECTOR, MEMBER, MANAGER, PARTNER, EMPLOYEE, AGENT OR REPRESENTATIVE OF SELLER (AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS) (THE “SELLER AFFILIATED PERSONS”) AND EACH SELLER AFFILIATED PERSON’S FORMER, CURRENT OR FUTURE OFFICERS, DIRECTORS, MEMBERS, MANAGERS, PARTNERS, EMPLOYEES, AGENTS OR REPRESENTATIVES, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, AS A RESULT OF THE BREACH OF ANY REPRESENTATION, WARRANTY, COVENANT, AGREEMENT OR OBLIGATION IN THIS AGREEMENT OR ANY CERTIFICATE DELIVERED PURSUANT TO THIS AGREEMENT. BUYER HEREBY WAIVES, AND SHALL CAUSE EACH OF ITS AFFILIATES TO WAIVE, ANY CLAIMS OR OTHER METHOD OF RECOVERY, WHETHER BASED ON CONTRACT, TORT OR STRICT LIABILITY, OR UNDER APPLICABLE LAW, AGAINST ANY SUCH SELLER AFFILIATED PERSON AND EACH FORMER, CURRENT OR FUTURE OFFICER, DIRECTOR, MEMBER, MANAGER, PARTNER, EMPLOYEE, AGENT AND REPRESENTATIVE OF SUCH SELLER AFFILIATED PERSON (OTHER THAN SELLER), AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, RELATING TO A BREACH OF ANY REPRESENTATION, WARRANTY, COVENANT, AGREEMENT OR OBLIGATION IN THIS AGREEMENT OR ANY CERTIFICATE DELIVERED PURSUANT TO THIS AGREEMENT. (e) NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, SELLER AGREES AND ACKNOWLEDGES THAT NO PERSON OTHER THAN BUYER (AND BUYER’S SUCCESSORS AND ASSIGNS) SHALL HAVE ANY OBLIGATION HEREUNDER, AND SELLER HAS NO RIGHTS OF RECOVERY HEREUNDER AGAINST ANY FORMER, CURRENT OR FUTURE OFFICER, DIRECTOR, MEMBER, MANAGER, PARTNER, EMPLOYEE, AGENT OR REPRESENTATIVE OF BUYER (AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS) (THE “BUYER AFFILIATED PERSONS”) AND EACH BUYER AFFILIATED PERSON’S FORMER, CURRENT OR FUTURE OFFICERS, DIRECTORS, MEMBERS, MANAGERS, PARTNERS, EMPLOYEES, AGENTS OR REPRESENTATIVES, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, AS A RESULT OF THE BREACH OF ANY REPRESENTATION, WARRANTY, COVENANT, AGREEMENT OR OBLIGATION IN THIS AGREEMENT OR ANY CERTIFICATE DELIVERED PURSUANT TO THIS AGREEMENT. SELLER HEREBY WAIVES, AND SHALL CAUSE EACH OF ITS AFFILIATES TO WAIVE, ANY CLAIMS OR OTHER METHOD OF RECOVERY, WHETHER BASED ON CONTRACT, TORT OR STRICT LIABILITY, OR UNDER APPLICABLE LAW, AGAINST ANY SUCH BUYER AFFILIATED PERSON AND EACH FORMER, CURRENT OR FUTURE OFFICER, DIRECTOR, MEMBER, MANAGER, PARTNER, EMPLOYEE, AGENT AND REPRESENTATIVE OF SUCH BUYER AFFILIATED PERSON (OTHER THAN BUYER), AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, RELATING TO A BREACH OF ANY REPRESENTATION, WARRANTY, COVENANT, AGREEMENT OR OBLIGATION IN THIS AGREEMENT OR ANY CERTIFICATE DELIVERED PURSUANT TO THIS AGREEMENT.

Waiver of Remedies. (a) The Other than for instances of actual fraud or under the other Transaction Documents and, without limiting the generality of the following with respect to the liability of Seller, excluding any Claims between Tioga and the Water Gathering Company, the Parties hereby agree that, except with respect to Claims for fraud (but not constructive fraud), that from and after Closing no Party shall have any liability, and no Party nor any of their respective Affiliates shall make any Claim, for any Loss or any other matter matter, under, relating to or arising out of this AgreementAgreement (including breach of representation, the Company Assignment Agreements warranty, covenant or agreement) or any other Contract or other matter delivered pursuant hereto, or the Closing Certificatestransactions contemplated hereby, whether based on contract, tort, strict liability, other Laws or otherwise, except as provided for a claim for indemnification pursuant to Article X, and, in the case of Section 6.15, the exercise of the right to enforce specific performance specified in Section 6.11, Articles IX and X.11.12. (b) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, EXCEPT AS SET FORTH IN SECTION 6.13 AND SECTION 6.14THE CASE OF ACTUAL FRAUD, NO PARTY NOR ANY OF ITS AFFILIATES SHALL BE LIABLE FOR THE FOLLOWING (“NON-REIMBURSABLE DAMAGES”): SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES (INCLUDING ANY DAMAGES ON ACCOUNT OF LOST PROFITS OR OPPORTUNITIES, OR LOST PROFITSOR DELAYED BUSINESS BASED ON VALUATION METHODOLOGIES ASCRIBING A DECREASE IN VALUE TO TIOGA OR THE WATER GATHERING COMPANY, ON THE BASIS OF A MULTIPLE OF A REDUCTION IN A MULTIPLE-BASED OR YIELD-BASED MEASURE OF FINANCIAL PERFORMANCE), WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OTHER LAW OR OTHERWISE AND WHETHER OR NOT ARISING FROM THE OTHER PARTY’S OR ANY OF ITS AFFILIATES’ SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT (“NON-REIMBURSABLE DAMAGES”)FAULT; PROVIDED, PROVIDED THAT HOWEVER, ANY AMOUNTS PAYABLE TO NON-AFFILIATE THIRD PARTIES PURSUANT A THIRD-PARTY CLAIM (OTHER THAN TO A CLAIM FOR CONSEQUENTIAL DAMAGES ARISING UNDER BY A CONTRACT PROVISION AGREED TO BY THE INDEMNIFIED NON-AFFILIATE THIRD PARTY THAT DOES NOT NEGATE CONSEQUENTIAL DAMAGES) SHALL NOT BE DEEMED NON-REIMBURSABLE DAMAGES. (c) Notwithstanding anything in this Agreement to the contrary, no Representative or Affiliate of a Party shall have any personal liability to the other Party or any other Person as a result of the breach of any representation, warranty, covenant, agreement or obligation of such Party in this Agreement.

Waiver of Remedies. (a) The Parties hereby agree that, except with respect to Claims for fraud (but not constructive fraud), that no Party shall have any liability, and no Party shall (and each Party shall cause its respective Affiliates not to) make any Claim, for any Loss or any other matter matter, under, relating to or arising out of this AgreementAgreement (including breach of representation, the Company Assignment Agreements warranty, covenant or the Closing Certificatesagreement) or any other document, agreement, certificate or other instrument delivered pursuant hereto, whether based on contract, tort, strict liability, other Laws or otherwise, except as expressly provided in Section 6.11Sections 6.2, Articles IX 7.1, 7.3, 7.4 and X.8.6. (b) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, EXCEPT AS SET FORTH IN SECTION 6.13 AND SECTION 6.14, NO PARTY NOR ANY OF ITS AFFILIATES SHALL BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES FOR SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES DAMAGES, OR LOST PROFITS, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OTHER LAW OR OTHERWISE AND WHETHER OR NOT ARISING FROM THE OTHER PARTY’S OR ANY OF ITS AFFILIATES’ SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT (“NONNon-REIMBURSABLE DAMAGESreimbursable Damages”); PROVIDED, PROVIDED THAT HOWEVER, IN NO EVENT SHALL THIS SECTION 7.6(b) BE A LIMITATION ON ANY AMOUNTS PAYABLE OBLIGATION OF A PARTY HEREUNDER WITH RESPECT TO A THIRD PARTIES PURSUANT A THIRD-PARTY CLAIM (OTHER THAN A CLAIM FOR CONSEQUENTIAL DAMAGES ARISING UNDER A CONTRACT PROVISION AGREED RELATING TO BY THE INDEMNIFIED PARTY THAT DOES NOT NEGATE CONSEQUENTIAL DAMAGES) SHALL NOT BE DEEMED NON-REIMBURSABLE DAMAGESSUCH OBLIGATION. (c) Notwithstanding anything in this Agreement to the contrary, (i) no Representative or Affiliate of a Party ASC (nor any Representative of any such Affiliate or any Person directly or indirectly owning any interest in ASC) shall have any personal liability to the other Party Buyer or any other Person as a result of the breach of any representation, warranty, covenant, agreement or obligation of ASC in this Agreement or in any certificate delivered pursuant to this Agreement, and (ii) no Representative or Affiliate of Buyer (nor any Representative of any such Party Affiliate or any Person directly or indirectly owning any interest in Buyer) shall have any liability to ASC or any other Person as a result of the breach of any representation, warranty, covenant or agreement of Buyer in this Agreement or in any certificate delivered pursuant to this Agreement.

Waiver of Remedies. (a) The Parties hereby agree that, except with respect to Claims limit their recourse for fraud (but not constructive fraud), no Party shall have any liabilityall matters, and no Party shall not make any Claim, Claim for any Loss or other matter matter, under, relating to or arising out of this AgreementAgreement or any other document, the Company Assignment Agreements agreement, certificate or the Closing Certificatesother matter delivered pursuant hereto, whether based on contract, tort, strict liability, other Laws or otherwise, except (i) for Claims for indemnification pursuant to this ARTICLE XI , (ii) as provided permitted in Section 6.11ARTICLE X, Articles IX or (iii) as permitted under SECTION 12.15 (Attorneys' Fees). From and X.after the Closing, the indemnification provisions of this ARTICLE XI shall be the sole and exclusive remedy of each Party (including the Seller Indemnified Parties and Purchaser Indemnified Parties) (i) for any breach of the other Party's representations, warranties or covenants contained in this Agreement or (ii) otherwise with respect to this Agreement or the transactions contemplated hereby. (b) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT TO THE CONTRARYAGREEMENT, EXCEPT AS SET FORTH IN SECTION 6.13 AND SECTION 6.14, UNDER NO CIRCUMSTANCES SHALL ANY PARTY SHALL BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT FOR SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES DAMAGES, OR LOST PROFITS, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OTHER LAW OR OTHERWISE AND WHETHER OR NOT ARISING FROM THE OTHER SUCH PARTY’S 'S SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT (“"NON-REIMBURSABLE DAMAGES”"), PROVIDED THAT ANY AMOUNTS PAYABLE TO THIRD PARTIES PURSUANT A THIRD-PARTY CLAIM (OTHER THAN A CLAIM FOR CONSEQUENTIAL DAMAGES ARISING UNDER A CONTRACT PROVISION AGREED TO BY THE INDEMNIFIED PARTY THAT DOES NOT NEGATE CONSEQUENTIAL DAMAGES) SHALL NOT BE DEEMED NON-REIMBURSABLE DAMAGES. (c) Notwithstanding anything to the contrary contained in this Agreement to the contraryAgreement, no Representative or of Seller, Affiliate of a Party shall Seller or Representative of any such Affiliate shall, except as provided in the Guaranty Agreement, have any personal liability to the other Party Purchaser or any other Person as a result of the breach of any representation, warranty, covenantcovenant or agreement of Seller contained herein and no Representative of Purchaser, Affiliate of Purchaser or Representative of any such Affiliate shall have any personal liability to Seller or any other Person as a result of the breach of any representation, warranty, covenant or agreement or obligation of such Party in this AgreementPurchaser contained herein.

Waiver of Remedies. (a) The Parties hereby agree that, except with respect to Claims for fraud (but not constructive fraud), no Party shall have any liability, and no Party or Indemnified Party shall make any Claim, for any Loss or other matter matter, under, relating to or arising out of this AgreementAgreement or any other document, the Company Assignment Agreements instrument or the Closing Certificatescertificate delivered pursuant hereto, whether based on contract, tort, strict liability, other Laws or otherwise, except as provided in this Article X and Section 6.116.14(c), Articles IX and, should the Closing occur, the foregoing indemnification provisions of this Article X and X.Section 6.14(c) shall be the sole and exclusive remedy of the Parties with respect to the transactions contemplated by this Agreement other than Claims for injunctive relief, specific performance or other equitable remedies; the Parties expressly intend that this Article X and Section 6.14(c) shall apply to direct Claims between the Parties for breach of this Agreement (whether or not involving a third party). (b) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, EXCEPT AS SET FORTH IN SECTION 6.13 AND SECTION 6.14, NO PARTY HERETO SHALL BE LIABLE FOR SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES OR LOST PROFITS, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OTHER LAW OR OTHERWISE AND WHETHER OR NOT ARISING FROM THE OTHER ANOTHER PARTY’S SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT (“NONNon-REIMBURSABLE DAMAGESReimbursable Damages”), ; PROVIDED THAT ANY AMOUNTS PAYABLE TO THIRD PARTIES PURSUANT TO A THIRD-PARTY CLAIM (OTHER THAN A CLAIM FOR CONSEQUENTIAL DAMAGES ARISING UNDER A CONTRACT PROVISION AGREED TO BY THE INDEMNIFIED PARTY THAT DOES NOT NEGATE CONSEQUENTIAL DAMAGES) SHALL NOT BE DEEMED NON-REIMBURSABLE DAMAGES. (c) Notwithstanding anything in this Agreement to the contrary, no Representative or Affiliate of a Party any Seller shall have any personal liability to the other Party Buyer or any other Person as a result of the breach of any representation, warranty, covenant, agreement or obligation of such Party any Seller in this Agreement and no Representative or Affiliate of Buyer shall have any liability to any Seller or any other Person as a result of the breach of any representation, warranty, covenant, agreement or obligation of Buyer in this Agreement.

Waiver of Remedies. (a) The Other than for instances of actual fraud, the Parties hereby agree that, except with respect to Claims for fraud (but not constructive fraud), that from and after Closing no Party shall have any liability, and no neither Party nor any of their respective Affiliates shall make any Claim, for any Loss or any other matter matter, under, relating to or arising out of this AgreementAgreement (including breach of representation, the Company Assignment Agreements warranty, covenant or agreement) or any other Contract or other matter delivered pursuant hereto, or the Closing Certificatestransactions contemplated hereby, whether based on contract, tort, strict liability, other Laws or otherwise, except as provided in Section 6.11, Articles IX and X.for a claim for indemnification pursuant to Article VII. (b) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, EXCEPT AS SET FORTH IN SECTION 6.13 AND SECTION 6.14THE CASE OF ACTUAL FRAUD, NO PARTY NOR ANY OF ITS AFFILIATES SHALL BE LIABLE FOR THE FOLLOWING (“NON-REIMBURSABLE DAMAGES”): SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES (INCLUDING ANY DAMAGES ON ACCOUNT OF LOST PROFITS OR OPPORTUNITIES, OR LOST PROFITSOR DELAYED BUSINESS BASED ON VALUATION METHODOLOGIES ASCRIBING A DECREASE IN VALUE TO AN ACQUIRED COMPANY, ON THE BASIS OF A MULTIPLE OF A REDUCTION IN A MULTIPLE-BASED OR YIELD-BASED MEASURE OF FINANCIAL PERFORMANCE), WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OTHER LAW OR OTHERWISE AND WHETHER OR NOT ARISING FROM THE OTHER PARTY’S OR ANY OF ITS AFFILIATES’ SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT FAULT, EXCEPT ONLY IN THOSE PARTICULAR CIRCUMSTANCES WHERE SUCH CONSEQUENTIAL OR INDIRECT DAMAGES ARE REASONABLY FORESEEABLE (“NON-REIMBURSABLE DAMAGES”SUCH AS THE TERMINATION OF A CONTRACT OR A DELAY OR INTERRUPTION IN REVENUES OR OPERATIONS RESULTING THEREFROM), PROVIDED IN WHICH CASE THE BREACHING PARTY SHALL BE LIABLE FOR THE NET PRESENT VALUE OF ANY SUCH CONSEQUENTIAL OR INDIRECT DAMAGES (INCLUDING LOST PROFITS) THAT ARE THE REASONABLY FORESEEABLE RESULT OF A BREACH OF THIS AGREEMENT BY SUCH PARTY, SUBJECT TO THE OTHER LIMITATIONS AND REQUIREMENTS SET FORTH HEREIN, INCLUDING SECTION 7.11; PROVIDED, HOWEVER, THAT TO THE EXTENT THE REASONABLY FORESEEABLE CONSEQUENTIAL OR INDIRECT DAMAGES COMPRISE A DELAY IN THE RECEIPT OF (BUT NOT A LOSS OF) REVENUES, THE MEASURE OF SUCH PORTION OF THE CONSEQUENTIAL DAMAGES SHALL BE THE TIME VALUE OF MONEY, DETERMINED IN GOOD FAITH, ATTRIBUTABLE TO ANY SUCH DELAY IN THE RECEIPT OF REVENUES; PROVIDED, FURTHER, ANY AMOUNTS PAYABLE TO THIRD PARTIES PURSUANT A THIRD-PARTY CLAIM (OTHER THAN TO A CLAIM FOR CONSEQUENTIAL DAMAGES ARISING UNDER BY A CONTRACT PROVISION AGREED TO BY THE INDEMNIFIED THIRD PARTY THAT DOES NOT NEGATE CONSEQUENTIAL DAMAGES) SHALL NOT BE DEEMED NON-REIMBURSABLE DAMAGES. (c) Notwithstanding anything in this Agreement to the contrary, no Representative or Affiliate of a Party shall have any personal liability to the other Party or any other Person as a result of the breach of any representation, warranty, covenant, agreement or obligation of such Party in this Agreement.

Waiver of Remedies. (a) The Parties hereby agree that, except with respect to Claims for fraud (but not constructive fraud), no neither Party shall have any liability, and no neither Party shall make any Claim, for any Loss or other matter matter, under, relating to or arising out of this Agreement, the Company Assignment Agreements or the Closing Certificates, whether based on contract, tort, strict liability, other Laws or otherwise, except as provided in Section 6.11, Articles IX and X. (b) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, EXCEPT AS SET FORTH IN SECTION 6.13 AND SECTION 6.14, NO PARTY SHALL BE LIABLE FOR SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES OR LOST PROFITS, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OTHER LAW OR OTHERWISE AND WHETHER OR NOT ARISING FROM THE OTHER PARTY’S SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT (“NON-REIMBURSABLE DAMAGES”), PROVIDED THAT ANY AMOUNTS PAYABLE TO THIRD PARTIES PURSUANT A THIRD-PARTY CLAIM (OTHER THAN A CLAIM FOR CONSEQUENTIAL DAMAGES ARISING UNDER A CONTRACT PROVISION AGREED TO BY THE INDEMNIFIED PARTY THAT DOES NOT NEGATE CONSEQUENTIAL DAMAGES) SHALL NOT BE DEEMED NON-REIMBURSABLE DAMAGES. (c) Notwithstanding anything in this Agreement to the contrary, no Representative or Affiliate of a Party shall have any personal liability to the other Party or any other Person as a result of the breach of any representation, warranty, covenant, agreement or obligation of such Party in this Agreement.

Waiver of Remedies. (a) The Parties hereby agree thatTHE PARTIES HEREBY AGREE THAT FROM AND AFTER THE CLOSING NO PARTY WILL HAVE ANY LIABILITY, except with respect to Claims for fraud AND NO PARTY WILL (but not constructive fraudAND EACH PARTY WILL CAUSE ITS RESPECTIVE AFFILIATES NOT TO) MAKE ANY CLAIM, FOR ANY LOSS OR ANY OTHER MATTER, UNDER, RELATING TO OR ARISING OUT OF THIS AGREEMENT (INCLUDING BREACH OF REPRESENTATION, WARRANTY, COVENANT OR AGREEMENT), no Party shall have any liabilityANY TRANSACTION DOCUMENT OR ANY OTHER CONTRACT OR OTHER MATTER DELIVERED PURSUANT HERETO, and no Party shall make any ClaimOR THE TRANSACTIONS CONTEMPLATED HEREBY, for any Loss or other matter underWHETHER BASED ON CONTRACT, relating to or arising out of this AgreementTORT, the Company Assignment Agreements or the Closing CertificatesSTRICT LIABILITY, whether based on contractSTATUTE (INCLUDING WITHOUT LIMITATION ENVIRONMENTAL LAWS), tortOTHER LAW OR OTHERWISE, strict liabilityEXCEPT FOR A CLAIM FOR INDEMNIFICATION PURSUANT TO THIS ARTICLE 9, other Laws or otherwiseAND THIS ARTICLE 9 SETS FORTH THE SOLE AND EXCLUSIVE REMEDIES AVAILABLE TO THE PARTIES AND ANY OTHER PERSON ENTITLED TO INDEMNIFICATION HEREUNDER RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, except as provided in Section 6.11SUBJECT ONLY TO SECTION 5.3(c), Articles IX and X.AND SECTION 10.16. FURTHER, EXCEPT FOR A CLAIM FOR INDEMNITY PURSUANT TO THIS ARTICLE 9, THE BUYER WAIVES, RELEASES, AND COVENANTS NOT TO XXX SELLER UNDER ANY STATUTE (INCLUDING WITHOUT LIMITATION ENVIRONMENTAL LAWS) OR THEORY OF RECOVERY RELATING TO OR ARISING OUT OF THIS AGREEMENT OR RELATED TO THE ACQUIRED ASSETS. NEITHER THE SELLER NOR THE BUYER WILL HAVE ANY REMEDIES OR CAUSE OF ACTION (WHETHER UNDER ANY STATUTE, IN CONTRACT OR IN TORT) FOR ANY STATEMENTS, COMMUNICATIONS, DISCLOSURES, FAILURES TO DISCLOSE, REPRESENTATIONS OR WARRANTIES NOT EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY TRANSACTION DOCUMENT. (b) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, EXCEPT AS SET FORTH IN SECTION 6.13 AND SECTION 6.14, NO PARTY SHALL NOR ANY OF ITS AFFILIATES WILL BE LIABLE FOR THE FOLLOWING (“NON-REIMBURSABLE DAMAGES”): SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES (INCLUDING ANY DAMAGES ON ACCOUNT OF LOST PROFITS OR OPPORTUNITIES, DIMINUTION IN VALUE OR LOST PROFITSOR DELAYED BUSINESS BASED ON VALUATION METHODOLOGIES ASCRIBING A DECREASE IN VALUE TO THE SELLER, ON THE BASIS OF A MULTIPLE OF A REDUCTION IN A MULTIPLE-BASED OR YIELD-BASED MEASURE OF FINANCIAL PERFORMANCE), WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OTHER LAW OR OTHERWISE AND WHETHER OR NOT ARISING FROM THE OTHER PARTY’S OR ANY OF ITS AFFILIATES’ SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT (“NON-REIMBURSABLE DAMAGES”)FAULT; PROVIDED, PROVIDED HOWEVER, THAT ANY AMOUNTS PAYABLE TO THIRD PARTIES PURSUANT A THIRD-PARTY CLAIM (OTHER THAN TO A CLAIM FOR CONSEQUENTIAL DAMAGES ARISING UNDER BY A CONTRACT PROVISION AGREED TO BY THE INDEMNIFIED THIRD PARTY THAT DOES NOT NEGATE CONSEQUENTIAL DAMAGES) SHALL WILL NOT BE DEEMED NON-REIMBURSABLE DAMAGES. (c) Notwithstanding anything in this Agreement to the contrary, no Representative or Affiliate of a Party shall have any personal liability to the other Party or any other Person as a result of the breach of any representation, warranty, covenant, agreement or obligation of such Party in this Agreement.

Waiver of Remedies. (a) The Other than for instances of actual fraud, the Parties hereby agree that, except with respect to Claims for fraud (but not constructive fraud), that from and after the Closing no Party shall have any liability, and no neither Party shall (and each Party shall cause its respective Affiliates not to) make any Claim, for any Loss or any other matter matter, under, relating to or arising out of this AgreementAgreement (including breach of representation, the Company Assignment Agreements warranty, covenant or agreement) or any other contract or other matter delivered pursuant hereto, or the Closing Certificatestransactions contemplated hereby, whether based on contract, tort, strict liability, other Laws or otherwise, except as for a claim for indemnification pursuant to Article 9; provided in Section 6.11, Articles IX and X.that the foregoing limitation shall not apply to any Loss under any of the Commercial Agreements based on facts or circumstances arising after the Closing. (b) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, EXCEPT AS SET FORTH IN SECTION 6.13 AND SECTION 6.14THE CASE OF ACTUAL FRAUD, NO PARTY NOR ANY OF ITS AFFILIATES SHALL BE LIABLE FOR THE FOLLOWING (“NON-REIMBURSABLE DAMAGES”): SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES (INCLUDING ANY DAMAGES ON ACCOUNT OF LOST PROFITS OR OPPORTUNITIES, OR LOST PROFITSOR DELAYED BUSINESS BASED ON VALUATION METHODOLOGIES ASCRIBING A DECREASE IN VALUE TO THE COMPANY, ON THE BASIS OF A MULTIPLE OF A REDUCTION IN A MULTIPLE-BASED OR YIELD-BASED MEASURE OF FINANCIAL PERFORMANCE), WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OTHER LAW OR OTHERWISE AND WHETHER OR NOT ARISING FROM THE OTHER PARTY’S OR ANY OF ITS AFFILIATES’ SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT FAULT, EXCEPT ONLY IN THOSE PARTICULAR CIRCUMSTANCES WHERE THE CONSEQUENTIAL DAMAGES ARE REASONABLY FORESEEABLE (“NON-REIMBURSABLE DAMAGES”SUCH AS THE TERMINATION OF A CONTRACT OR A DELAY OR INTERRUPTION IN REVENUES OR OPERATIONS RESULTING THEREFROM), PROVIDED IN WHICH CASE THE BREACHING PARTY SHALL BE LIABLE FOR THE NET PRESENT VALUE OF ANY SUCH CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) THAT ARE THE REASONABLY FORESEEABLE RESULT OF A BREACH OF THIS AGREEMENT BY SUCH PARTY, SUBJECT TO THE OTHER LIMITATIONS AND REQUIREMENTS SET FORTH HEREIN, INCLUDING SECTION 9.8; PROVIDED, HOWEVER, ANY AMOUNTS PAYABLE TO THIRD PARTIES PURSUANT A THIRD-PARTY CLAIM (OTHER THAN TO A CLAIM FOR CONSEQUENTIAL DAMAGES ARISING UNDER BY A CONTRACT PROVISION AGREED TO BY THE INDEMNIFIED THIRD PARTY THAT DOES NOT NEGATE CONSEQUENTIAL DAMAGES) SHALL NOT BE DEEMED NON-REIMBURSABLE DAMAGES. (c) Notwithstanding anything in this Agreement to the contrary, no Representative or Affiliate of a Party shall have any personal liability to the other Party or any other Person as a result of the breach of any representation, warranty, covenant, agreement or obligation of such Party in this Agreement.

Waiver of Remedies. (a) The Parties hereby agree that, except with respect other than in the case of Fraud or claims to Claims for fraud (but not constructive fraud)enforce the performance of covenants expressly required to be performed, in whole or in part, after the Closing, no Party shall have any liability, and no Party shall (and each Party shall cause its respective Affiliates not to) make any Claim, for any Loss or any other matter matter, under, relating to or arising out of this AgreementAgreement (including breach of representation, the Company Assignment Agreements warranty, covenant or the Closing Certificatesagreement) or any other document, agreement, certificate or other instrument delivered pursuant hereto, whether based on contract, tort, strict liability, other Laws or otherwise, except as expressly provided in Section 6.11, Articles IX 9.2 and this Article X. (b) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, EXCEPT AS SET FORTH IN SECTION 6.13 AND SECTION 6.14, NO PARTY SHALL BE LIABLE FOR SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL TO ANY OTHER PARTY OR INDIRECT DAMAGES OR LOST PROFITS, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OTHER LAW OR OTHERWISE AND WHETHER OR NOT ARISING FROM THE OTHER PARTY’S SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT (“NON-REIMBURSABLE DAMAGES”), PROVIDED THAT ANY AMOUNTS PAYABLE TO THIRD PARTIES PURSUANT A THIRD-PARTY CLAIM (OTHER THAN A CLAIM ITS AFFILIATES FOR CONSEQUENTIAL DAMAGES ARISING UNDER EXCEPT TO THE EXTENT SUCH CONSEQUENTIAL DAMAGES ARE THE NATURAL, PROBABLE AND REASONABLY FORESEEABLE RESULT OF THE EVENT GIVING RISE TO SUCH DAMAGES AND NOT BASED ON ANY SPECIAL CIRCUMSTANCES OF SUCH OTHER PARTY OR ITS AFFILIATES (“Non-Reimbursable Damages”); PROVIDED, HOWEVER, IN NO EVENT SHALL THIS SECTION 10.4(b) BE A CONTRACT PROVISION AGREED LIMITATION ON ANY OBLIGATION OF A PARTY HEREUNDER WITH RESPECT TO BY THE INDEMNIFIED A THIRD PARTY THAT DOES NOT NEGATE CONSEQUENTIAL DAMAGES) SHALL NOT BE DEEMED NON-REIMBURSABLE DAMAGESCLAIM RELATING TO SUCH OBLIGATION. (c) Notwithstanding anything in this Agreement to the contrary, other than in the case of Fraud, (i) no Representative or Affiliate of a Party Contributor (nor any Representative of any such Affiliate or any Person directly or indirectly owning any interest in Contributor) shall have any personal liability Liability to the other Party Buyer or any other Person as a result of the breach of any representation, warranty, covenant, agreement or obligation of such Party Contributor in this AgreementAgreement or in any Closing Certificate delivered by Contributor, and (ii) no Representative or Affiliate of Buyer (nor any Representative of any such Affiliate or any Person directly or indirectly owning any interest in Buyer) shall have any Liability to Contributor or any other Person as a result of the breach of any representation, warranty, covenant or agreement of Buyer in this Agreement or in any Closing Certificate delivered by Buyer.

Waiver of Remedies. (a) The Parties hereby agree that, except with respect to Claims for fraud (but not constructive fraud), that no Party shall have any liability, and no neither Party nor any of their respective Affiliates shall make any Claim, for any Loss or any other matter matter, under, relating to or arising out of this AgreementAgreement (including breach of representation, the Company Assignment Agreements warranty, covenant or the Closing Certificatesagreement) or any other Contract or other matter delivered pursuant hereto, whether based on contract, tort, strict liability, other Laws or otherwise, except as expressly provided in Section 6.11, Articles IX and X.herein. (b) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, EXCEPT AS SET FORTH IN SECTION 6.13 AND SECTION 6.14, NO PARTY NOR ANY OF ITS AFFILIATES SHALL BE LIABLE FOR SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES (INCLUDING ANY DAMAGES ON ACCOUNT OF LOST PROFITS OR OPPORTUNITIES, OR LOST PROFITSOR DELAYED BUSINESS BASED ON VALUATION METHODOLOGIES ASCRIBING A DECREASE IN VALUE TO THE COMPANIES, ON THE BASIS OF A MULTIPLE OF A REDUCTION IN A MULTIPLE-BASED OR YIELD-BASED MEASURE OF FINANCIAL PERFORMANCE), WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OTHER LAW OR OTHERWISE AND WHETHER OR NOT ARISING FROM THE OTHER PARTY’S OR ANY OF ITS AFFILIATES’ SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT FAULT, (“NON-REIMBURSABLE DAMAGES”)) PROVIDED HOWEVER, PROVIDED THAT ANY AMOUNTS PAYABLE TO THIRD PARTIES PURSUANT A THIRD-PARTY CLAIM (OTHER THAN A CLAIM FOR CONSEQUENTIAL DAMAGES ARISING UNDER A CONTRACT PROVISION AGREED TO BY THE INDEMNIFIED PARTY THAT DOES NOT NEGATE CONSEQUENTIAL DAMAGES) SHALL NOT BE DEEMED TERM “NON-REIMBURSABLE DAMAGES” SHALL NOT INCLUDE, AND THIS SECTION 9.7(b) SHALL NOT LIMIT AN INDEMNIFIED PERSON’S RIGHT TO INDEMNIFICATION WITH RESPECT TO, ANY SUCH DAMAGES ACTUALLY INCURRED BY SUCH INDEMNIFIED PERSON IN CONNECTION WITH A THIRD PARTY CLAIM. (c) Notwithstanding anything in this Agreement to the contrary, no Representative or Affiliate of a Party shall have any personal liability to the other Party or any other Person as a result of the breach of any representation, warranty, covenant, agreement or obligation of such Party in this Agreement.

Waiver of Remedies. (a) The Parties hereby agree that, except with respect to Claims for fraud (but not constructive fraud), no Party shall have any liability, and no Party shall make any Claim, for any Loss or other matter under, relating to or arising out of this Agreement, the Company Assignment Agreements or the Closing Certificates, whether based on contract, tort, strict liability, other Laws or otherwise, except as provided in Section 6.11, Articles IX and X. (b) NOTWITHSTANDING ANYTHING EXCEPT WITH RESPECT TO FRAUD OR WITH RESPECT TO ANY OF THE COVENANTS IN THIS AGREEMENT OR THE TRANSACTION DOCUMENTS THAT SURVIVE THE CLOSING, EACH PARTY KNOWINGLY, WILLINGLY, IRREVOCABLY AND EXPRESSLY ACKNOWLEDGES AND AGREES, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND REPRESENTATIVES, THAT FROM AND AFTER THE CLOSING, TO THE CONTRARYFULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EXCEPT AS SET FORTH IT HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION IT MAY HAVE AGAINST ANY PERSON RELATING TO (I) THE FURNISHING TO BUYER GROUP, OR BUYER’S USE OF, ANY DUE DILIGENCE INFORMATION, (II) THE OPERATION OF THE ACQUIRED COMPANIES OR THEIR RESPECTIVE SUBSIDIARIES OR THEIR RESPECTIVE BUSINESSES OR (III) THE SUBJECT MATTER OF THIS AGREEMENT OR ANY OTHER DOCUMENT CONTEMPLATED HEREBY, AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, IN SECTION 6.13 AND SECTION 6.14, NO PARTY SHALL BE LIABLE FOR SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES OR LOST PROFITS, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OTHER LAW OR OTHERWISE AND EACH CASE WHETHER OR NOT ARISING UNDER, OR BASED UPON, ANY LAW (INCLUDING ANY RIGHT, WHETHER ARISING AT LAW OR IN EQUITY, TO SEEK INDEMNIFICATION, CONTRIBUTION, COST RECOVERY, DAMAGES, OR ANY OTHER RECOURSE OR REMEDY). (b) FURTHERMORE, WITHOUT LIMITING THE GENERALITY OF THIS SECTION 10.03 FROM AND AFTER THE CLOSING, OTHER THAN IN THE CASE OF FRAUD OR WITH RESPECT TO ANY OF THE COVENANTS IN THIS AGREEMENT OR THE TRANSACTION DOCUMENTS THAT SURVIVE THE CLOSING, NO ACTION, SUIT, CLAIM, INVESTIGATION OR PROCEEDING WILL BE BROUGHT, ENCOURAGED, SUPPORTED OR MAINTAINED BY, OR ON BEHALF OF, ANY PARTY OR ITS AFFILIATES (INCLUDING, AFTER THE CLOSING, THE ACQUIRED COMPANIES AND ANY OF THEIR RESPECTIVE SUBSIDIARIES) AGAINST THE OTHER PARTY’S SOLEPARTY OR ITS AFFILIATES, JOINT AND NO RECOURSE WILL BE SOUGHT OR CONCURRENT NEGLIGENCEGRANTED AGAINST ANY OF THEM, STRICT LIABILITY BY VIRTUE OF, OR BASED UPON, ANY ALLEGED MISREPRESENTATION OR INACCURACY IN, OR BREACH OF, ANY OF THE REPRESENTATIONS, WARRANTIES, COVENANTS OR AGREEMENTS OF ANY PERSON SET FORTH OR CONTAINED IN THIS AGREEMENT OR ANY OTHER DOCUMENT CONTEMPLATED HEREBY OR ANY CERTIFICATE, INSTRUMENT, AGREEMENT OR OTHER FAULT (“NON-REIMBURSABLE DAMAGES”)DOCUMENT DELIVERED HEREUNDER, PROVIDED THAT THE SUBJECT MATTER OF THIS AGREEMENT OR ANY AMOUNTS PAYABLE TO THIRD PARTIES PURSUANT A THIRD-PARTY CLAIM (OTHER THAN A CLAIM FOR CONSEQUENTIAL DAMAGES ARISING UNDER A CONTRACT PROVISION AGREED TO DOCUMENT CONTEMPLATED HEREBY, THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE INDEMNIFIED PARTY THAT DOES NOT NEGATE CONSEQUENTIAL DAMAGES) SHALL BUSINESS, THE OWNERSHIP, OPERATION, MANAGEMENT, USE OR CONTROL OF THE BUSINESS OF THE ACQUIRED COMPANIES ANY OF THEIR SUBSIDIARIES, ANY OF THEIR ASSETS, OR ANY ACTIONS OR OMISSIONS AT, OR PRIOR TO, THE CLOSING. FURTHERMORE, WITHOUT LIMITING THE GENERALITY OF THIS SECTION 10.03, FROM AND AFTER THE CLOSING, BUYER WILL NOT BE DEEMED NON-REIMBURSABLE DAMAGESENTITLED TO RESCIND THIS AGREEMENT OR, SUBJECT TO ARTICLE IX, TREAT THIS AGREEMENT AS TERMINATED BY REASON OF ANY BREACH OF THIS AGREEMENT, AND BUYER KNOWINGLY, WILLINGLY, IRREVOCABLY AND EXPRESSLY WAIVES ANY AND ALL RIGHTS OF RESCISSION IT MAY HAVE IN RESPECT OF ANY SUCH MATTER. (c) Notwithstanding anything in this Agreement to the contrary, no Representative or Affiliate of a Party shall have any personal liability to the other Party or any other Person as a result of the breach of any representation, warranty, covenant, agreement or obligation of such Party in this Agreement.

Waiver of Remedies. (a) The Parties hereby agree thatTHE PARTIES HEREBY AGREE THAT FROM AND AFTER THE CLOSING NO PARTY WILL HAVE ANY LIABILITY, except with respect to Claims for fraud AND NO PARTY WILL (but not constructive fraud)AND EACH PARTY WILL CAUSE ITS RESPECTIVE AFFILIATES NOT TO) MAKE ANY CLAIM, no Party shall have any liabilityFOR ANY LOSS OR ANY OTHER MATTER, and no Party shall make any ClaimUNDER, for any Loss or other matter underRELATING TO OR ARISING OUT OF THIS AGREEMENT (INCLUDING BREACH OF REPRESENTATION, relating to or arising out of this AgreementWARRANTY, the Company Assignment Agreements or the Closing CertificatesCOVENANT OR AGREEMENT) OR ANY OTHER TRANSACTION DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, whether based on contractWHETHER BASED ON CONTRACT, tortTORT, strict liabilitySTRICT LIABILITY, other Laws or otherwiseOTHER LAW OR OTHERWISE, except as provided in Section EXCEPT FOR ANY ACTS OF FRAUD BY ANY PERSON OR ANY CLAIM FOR INDEMNIFICATION PURSUANT TO THIS ARTICLE 10, AND EXCEPT IN THE EVENT OF ANY ACTS OF FRAUD BY ANY PERSON, THIS ARTICLE 10 SETS FORTH THE SOLE AND EXCLUSIVE REMEDIES AVAILABLE TO THE PARTIES AND ANY OTHER PERSON ENTITLED TO INDEMNIFICATION HEREUNDER RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, SUBJECT TO SECTION 6.11, Articles IX and X.SECTION 6.16 AND SECTION 11.16. (b) IN FURTHERANCE OF THE FOREGOING, EACH PARTY HEREBY WAIVES AND RELEASES FROM AND AFTER THE CLOSING, TO THE FULLEST EXTENT PERMITTED UNDER LAW, AND AGREES NOT TO XXX, FOR ANY AND ALL CLAIMS (OTHER THAN CLAIMS FOR EQUITABLE RELIEF RELATED TO THE BREACH OF ANY COVENANT OR AGREEMENT OF A PARTY CONTAINED IN THIS AGREEMENT REQUIRING PERFORMANCE AFTER THE CLOSING OR ANY ACTS OF FRAUD BY ANY PERSON) THE OTHER PARTY OR ANY OF ITS AFFILIATES, MAY HAVE AGAINST THE OTHER PARTY OR ANY OF ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AGENTS OR ADVISORS RELATING TO OR ARISING FROM (I) THE TRANSACTION DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED THEREBY, OR (II) THE COMPANY BUSINESS, THE MEMBERSHIP INTERESTS, OR THE ASSETS OF THE ACQUIRED COMPANIES, INCLUDING THE COMPANY ASSETS, OR (III) ANY ACTIONS OR OMISSIONS BY ANY OFFICER, DIRECTOR OR EMPLOYEE OF THE ACQUIRED COMPANIES, THE SELLER OR ANY OF ITS AFFILIATES, IN SUCH PERSON’S CAPACITY AS SUCH, OR BY THE SELLER, IN ITS CAPACITY AS A MEMBER OF THE ACQUIRED COMPANIES PRIOR TO THE CLOSING, PROVIDED ANY SUCH ACTIONS WERE TAKEN OR OMISSIONS WERE AVOIDED, IN EACH CASE, IN GOOD FAITH, EXCEPT FOR ANY ACTS OF FRAUD BY ANY PERSON OR PURSUANT TO THE INDEMNIFICATION PROVISIONS SET FORTH IN THIS ARTICLE 10 AND REGARDLESS OF WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OTHER LAW OR OTHERWISE AND WHETHER OR NOT ARISING FROM THE SELLER’S OR ANY OF ITS AFFILIATES’ SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT. (c) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, EXCEPT AS SET FORTH IN SECTION 6.13 AND SECTION 6.14, NO PARTY SHALL NOR ANY OF ITS AFFILIATES WILL BE LIABLE FOR THE FOLLOWING (“NON-REIMBURSABLE DAMAGES”): INDIRECT DAMAGES, SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL OR INDIRECT (UNLESS PROBABLE AND REASONABLY FORESEEABLE CONSEQUENCES OF THE RELEVANT BREACH OF THIS AGREEMENT) DAMAGES OR LOST PROFITS, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OTHER LAW OR OTHERWISE AND WHETHER OR NOT ARISING FROM THE OTHER PARTY’S OR ANY OF ITS AFFILIATES’ SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT (“NON-REIMBURSABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT AND/OR THE TRANSACTIONS CONTEMPLATED HEREBY AND EACH OF BUYER AND SELLER, FOR ITSELF AND ON BEHALF OF THEIR RESPECTIVE INDEMNIFIED PARTIES, RESPECTIVELY, HEREBY EXPRESSLY WAIVES ANY RIGHT TO INDIRECT DAMAGES”), PROVIDED THAT ANY AMOUNTS PAYABLE TO THIRD PARTIES PURSUANT A THIRD-PARTY CLAIM (OTHER THAN A CLAIM FOR CONSEQUENTIAL DAMAGES ARISING UNDER A CONTRACT PROVISION AGREED TO BY THE INDEMNIFIED PARTY THAT DOES NOT NEGATE CONSEQUENTIAL DAMAGES, SPECIAL DAMAGES, EXEMPLARY DAMAGES, PUNITIVE DAMAGES OR LOST PROFITS UNDER OR IN CONNECTION WITH THIS AGREEMENT AND/OR THE TRANSACTIONS CONTEMPLATED HEREBY; PROVIDED, HOWEVER, THAT THIS SECTION 10.6(c) SHALL NOT BE DEEMED NON-REIMBURSABLE DAMAGESLIMIT A PARTY’S RIGHT TO RECOVERY UNDER THIS ARTICLE 10 FOR ANY SUCH DAMAGES TO THE EXTENT SUCH PARTY IS REQUIRED TO PAY SUCH DAMAGES TO AN UNAFFILIATED THIRD PARTY IN CONNECTION WITH A MATTER FOR WHICH SUCH PARTY IS OTHERWISE ENTITLED TO INDEMNIFICATION UNDER THIS ARTICLE 10. (c) Notwithstanding anything in this Agreement to the contrary, no Representative or Affiliate of a Party shall have any personal liability to the other Party or any other Person as a result of the breach of any representation, warranty, covenant, agreement or obligation of such Party in this Agreement.

Waiver of Remedies. LESSEE AGREES THAT UPON LESSEE’S ACCEPTANCE AT DELIVERY OF THE AIRCRAFT AND EACH ITEM OF EQUIPMENT, SUCH DELIVERY SHALL BE "AS-IS, WHERE-IS". LESSEE ACKNOWLEDGES AND AGREES THAT NO INDEMNITEE HAS, OR SHALL BE DEEMED TO HAVE MADE, (a) The Parties hereby agree thatWHETHER BY VIRTUE OF HAVING LEASED THE AIRCRAFT UNDER THIS LEASE, except with respect to Claims for fraud (but not constructive fraudOR HAVING ACQUIRED THE AIRCRAFT, OR Xxxxxxxxxx XX-600-2C10; MSN 10070 HAVING DONE OR FAILED TO DO ANY ACT, OR HAVING ACQUIRED OR FAILED TO ACQUIRE ANY STATUS UNDER OR IN RELATION TO THIS LEASE OR OTHERWISE), no Party shall have any liabilityAND LESSOR, and no Party shall make any ClaimFOR ITSELF AND FOR EACH INDEMNITEE, for any Loss or other matter underHEREBY SPECIFICALLY DISCLAIMS, relating to or arising out of this AgreementANY REPRESENTATION OR WARRANTY, the Company Assignment Agreements or the Closing CertificatesEXPRESS OR IMPLIED, whether based on contract, tort, strict liability, other Laws or otherwise, except as provided in Section 6.11, Articles IX and X. (b) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT AS TO THE CONTRARY, TITLE (EXCEPT AS HEREIN BELOW PROVIDED), AIRWORTHINESS, CONDITION, DESIGN, OPERATION, MERCHANTABILITY, FREEDOM FROM CLAIMS OF INFRINGEMENT OR THE LIKE, OR FITNESS FOR USE FOR A PARTICULAR PURPOSE OF THE AIRCRAFT, OR AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP OF THE AIRCRAFT, THE ABSENCE THEREFROM OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE OR CAPABLE OF DISCOVERY, OR AS TO ANY OTHER REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED (INCLUDING ANY IMPLIED WARRANTY ARISING FROM A COURSE OF PERFORMANCE OR DEALING OR USAGE OF TRADE), WITH RESPECT TO THE AIRCRAFT; AND LESSEE HEREBY WAIVES, RELEASES, RENOUNCES AND DISCLAIMS EXPECTATION OF OR RELIANCE UPON ANY SUCH WARRANTY OR WARRANTIES. NO INDEMNITEE SHALL HAVE ANY RESPONSIBILITY OR LIABILITY TO LESSEE OR ANY OTHER PERSON, WHETHER ARISING IN CONTRACT OR TORT OUT OF ANY NEGLIGENCE OR STRICT LIABILITY OF LESSOR OR OTHERWISE, FOR (i) ANY LIABILITY, LOSS OR DAMAGE CAUSED OR ALLEGED TO BE CAUSED DIRECTLY OR INDIRECTLY BY THE AIRCRAFT OR ANY ITEM OF EQUIPMENT OR BY ANY INADEQUACY THEREOF OR DEFICIENCY OR DEFECT THEREIN OR BY ANY OTHER CIRCUMSTANCE IN CONNECTION THEREWITH, (ii) THE USE, OPERATION OR PERFORMANCE OF THE AIRCRAFT OR ANY RISKS RELATING THERETO, (iii) THE DELIVERY OR DELAY IN DELIVERY OF THE AIRCRAFT, OR (iv) THE OPERATION, SERVICING, MAINTENANCE, REPAIR, IMPROVEMENT OR REPLACEMENT OF THE AIRCRAFT OR ANY ITEM OF EQUIPMENT. THE WARRANTIES AND REPRESENTATIONS SET FORTH IN SECTION 6.13 10.1 ARE EXCLUSIVE AND SECTION 6.14IN LIEU OF ALL OTHER REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, AND NO PARTY INDEMNITEE SHALL BE LIABLE DEEMED TO HAVE MADE ANY OTHER WARRANTIES. LESSEE REPRESENTS TO LESSOR THAT LESSEE HAS USED ITS OWN JUDGMENT IN SELECTING THE AIRCRAFT AND HAS DONE SO BASED ON ITS SIZE, DESIGN AND TYPE. LESSEE ACKNOWLEDGES THAT THE RENT AND OTHER AMOUNTS HAVE BEEN CALCULATED HAVING DUE REGARD FOR SPECIALTHE PROVISIONS OF THIS SECTION 10.3. LESSEE HEREBY AGREES THAT ITS ACCEPTANCE OF THE AIRCRAFT AT DELIVERY AND ITS EXECUTION AND DELIVERY OF THE ACCEPTANCE CERTIFICATE CONSTITUTE LESSEE'S WAIVER OF THE WARRANTY OF DESCRIPTION, PUNITIVEANY CLAIMS LESSEE MAY HAVE AGAINST LESSOR BASED UPON THE FAILURE OF THE AIRCRAFT TO CONFORM WITH SUCH DESCRIPTION AND ANY AND ALL RIGHTS IT MAY HAVE UNDER APPLICABLE LAW. EVEN IF AT ANY TIME THE FAILURE OF THE AIRCRAFT TO CONFORM TO SUCH DESCRIPTION SUBSTANTIALLY IMPAIRS THE VALUE AND UTILITY OF THE AIRCRAFT AND EITHER (1) LESSEE ACCEPTED THE AIRCRAFT BASED ON A REASONABLE ASSUMPTION THAT THE NONCONFORMITY WOULD BE CURED AND IT WAS NOT CURED WITHIN THE TIME PROVIDED OR, EXEMPLARYIF NOT PROVIDED, INCIDENTALWITHIN A Xxxxxxxxxx XX-600-2C10; MSN 10070 REASONABLE PERIOD OF TIME OR (2) LESSEE ACCEPTED THE AIRCRAFT WITHOUT DISCOVERING THE NONCONFORMITY BUT LESSEE'S ACCEPTANCE OF THE AIRCRAFT WAS REASONABLY INDUCED EITHER BY AN INDEMNITEE'S ASSURANCES OR BY THE DIFFICULTY OF DISCOVERING ANY DEFECT PRIOR TO ACCEPTANCE, CONSEQUENTIAL OR INDIRECT LESSEE AGREES NOT TO LOOK TO ANY INDEMNITEE FOR DAMAGES OR LOST PROFITSRELIEF ARISING OUT OF THE FAILURE OF THE AIRCRAFT TO CONFORM TO SUCH DESCRIPTION. DELIVERY BY LESSEE TO LESSOR OF THE ACCEPTANCE CERTIFICATE WILL BE CONCLUSIVE PROOF AS BETWEEN LESSOR AND LESSEE THAT LESSEE HAS EXAMINED AND INVESTIGATED THE AIRCRAFT, WHETHER BASED ON CONTRACTINCLUDING THE ENGINES AND THE AIRCRAFT DOCUMENTS AND THAT EACH IS IN THE CONDITION REQUIRED HEREUNDER AND WITHOUT DEFECT, TORTEXCEPT AS SPECIFICALLY SET FORTH IN SUCH CERTIFICATE, STRICT LIABILITY, OTHER LAW OR OTHERWISE AND (WHETHER OR NOT ARISING DISCOVERABLE OR DIFFICULT OF DISCOVERY AT DELIVERY) AND IS OTHERWISE IN EVERY WAY SATISFACTORY TO LESSEE. LESSEE HEREBY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS WHICH IT MAY NOW HAVE OR WHICH AT ANY TIME HEREAFTER MAY BE CONFERRED UPON IT, BY STATUTE OR OTHERWISE, TO SUSPEND ITS PERFORMANCE HEREUNDER OR TO TERMINATE, CANCEL, QUIT OR SURRENDER THIS LEASE. EACH PAYMENT OF RENT MADE BY LESSEE TO LESSOR SHALL BE ABSOLUTE AND FINAL AND LESSEE SHALL NOT HAVE ANY RIGHT TO AND WILL NOT SEEK TO RECOVER ANY PART OF SUCH PAYMENT FROM LESSOR FOR ANY REASON WHATSOEVER, EXCEPT FOR NEGLIGENCE OR MANIFEST ERROR IN THE CALCULATION OF THE AMOUNT OR REMITTANCE OF SUCH PAYMENT. LESSEE'S COVENANTS AND PROMISES IN THIS LEASE ARE IRREVOCABLE AND INDEPENDENT UPON DELIVERY HEREUNDER, AND NONE OF SUCH COVENANTS OR PROMISES IS SUBJECT TO CANCELLATION, TERMINATION, MODIFICATION, REPUDIATION, EXCUSE, OR SUBSTITUTION WITHOUT LESSOR'S CONSENT OR THE CONSENT OF SUCH OTHER PARTY’S SOLEPERSON IN WHOSE FAVOR THE COVENANT OR PROMISE RUNS. LESSEE AGREES THAT ITS ONLY RIGHT WITH RESPECT TO A DEFAULT BY LESSOR UNDER THIS LEASE IS, JOINT OR CONCURRENT NEGLIGENCEAFTER COMPLYING WITH ITS OBLIGATIONS UNDER THIS LEASE, STRICT LIABILITY OR OTHER FAULT (“NON-REIMBURSABLE DAMAGES”), PROVIDED THAT ANY AMOUNTS PAYABLE TO THIRD PARTIES PURSUANT A THIRD-PARTY CLAIM (OTHER THAN MAKE A CLAIM AGAINST LESSOR FOR CONSEQUENTIAL ACTUAL DAMAGES ARISING RESULTING DIRECTLY FROM SUCH DEFAULT AND LESSEE HEREBY WAIVES ANY OTHER RIGHTS OR REMEDIES IT MAY HAVE UNDER A CONTRACT PROVISION AGREED TO BY ARTICLE 2A (UNIFORM COMMERCIAL CODE—LEASES) OF THE INDEMNIFIED PARTY NEW YORK UNIFORM COMMERCIAL CODE OR OTHERWISE. DISCLAIMER AND WAIVER OF INCIDENTAL, CONSEQUENTIAL, SPECIAL AND PUNITIVE DAMAGES. LESSEE AGREES THAT DOES NOT NEGATE CONSEQUENTIAL DAMAGES) IT SHALL NOT BE DEEMED NONENTITLED TO RECOVER, AND HEREBY DISCLAIMS AND WAIVES ANY RIGHT THAT IT MAY OTHERWISE HAVE TO RECOVER, (i) INCIDENTAL, CONSEQUENTIAL, SPECIAL AND PUNITIVE DAMAGES, AND/OR (ii) DAMAGES IN CONNECTION WITH ANY INTERRUPTION OF SERVICE, LOSS OF BUSINESS OR ANTICIPATED PROFITS AS A RESULT OF ANY BREACH OR ALLEGED BREACH BY LESSOR OF ANY OF THE AGREEMENTS, REPRESENTATIONS OR WARRANTIES OF LESSOR CONTAINED IN THIS LEASE OR ANY OPERATIVE DOCUMENTS. NO DUTY OF INDEMNITEES TO INSPECT, ETC. NO INDEMNITEE SHALL HAVE ANY DUTY OR Xxxxxxxxxx XX-600-REIMBURSABLE DAMAGES. (c) Notwithstanding anything in this Agreement to the contrary, no Representative or Affiliate of a Party shall have any personal liability to the other Party or any other Person as a result of the breach of any representation, warranty, covenant, agreement or obligation of such Party in this Agreement.2C10; MSN 10070

Waiver of Remedies. (a) The Other than for instances of actual fraud, the Parties hereby agree that, except with respect to Claims for fraud (but not constructive fraud), that from and after Closing no Party shall have any liability, and no neither Party nor any of their respective Affiliates shall make any Claim, for any Loss or any other matter matter, under, relating to or arising out of this AgreementAgreement (including breach of representation, the Company Assignment Agreements warranty, covenant or agreement) or any other Contract or other matter delivered pursuant hereto, or the Closing Certificatestransactions contemplated hereby, whether based on contract, tort, strict liability, other Laws or otherwise, except as provided in Section 6.11, Articles IX and X.for a claim for indemnification pursuant to this Article VII. (b) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, EXCEPT AS SET FORTH IN SECTION 6.13 AND SECTION 6.14THE CASE OF ACTUAL FRAUD, NO PARTY NOR ANY OF ITS AFFILIATES SHALL BE LIABLE FOR THE FOLLOWING (“NON-REIMBURSABLE DAMAGES”): SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES (INCLUDING ANY DAMAGES ON ACCOUNT OF LOST PROFITS OR OPPORTUNITIES, OR LOST PROFITSOR DELAYED BUSINESS BASED ON VALUATION METHODOLOGIES ASCRIBING A DECREASE IN VALUE TO OPCO, OPCO GENERAL PARTNER OR AN ACQUIRED ENTITY, ON THE BASIS OF A MULTIPLE OF A REDUCTION IN A MULTIPLE-BASED OR YIELD-BASED MEASURE OF FINANCIAL PERFORMANCE), WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OTHER LAW OR OTHERWISE AND WHETHER OR NOT ARISING FROM THE OTHER PARTY’S OR ANY OF ITS AFFILIATES’ SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT FAULT, EXCEPT ONLY IN THOSE PARTICULAR CIRCUMSTANCES WHERE SUCH CONSEQUENTIAL OR INDIRECT DAMAGES ARE REASONABLY FORESEEABLE (“NON-REIMBURSABLE DAMAGES”SUCH AS THE TERMINATION OF A CONTRACT OR A DELAY OR INTERRUPTION IN REVENUES OR OPERATIONS RESULTING THEREFROM), PROVIDED IN WHICH CASE THE BREACHING PARTY SHALL BE LIABLE FOR THE NET PRESENT VALUE OF ANY SUCH CONSEQUENTIAL OR INDIRECT DAMAGES (INCLUDING LOST PROFITS) THAT ARE THE REASONABLY FORESEEABLE RESULT OF A BREACH OF THIS AGREEMENT BY SUCH PARTY, SUBJECT TO THE OTHER LIMITATIONS AND REQUIREMENTS SET FORTH HEREIN, INCLUDING SECTION 7.11; PROVIDED, HOWEVER, THAT TO THE EXTENT THE REASONABLY FORESEEABLE CONSEQUENTIAL OR INDIRECT DAMAGES COMPRISE A DELAY IN THE RECEIPT OF (BUT NOT A LOSS OF) REVENUES, THE MEASURE OF SUCH PORTION OF THE CONSEQUENTIAL DAMAGES SHALL BE THE TIME VALUE OF MONEY, DETERMINED IN GOOD FAITH, ATTRIBUTABLE TO ANY SUCH DELAY IN THE RECEIPT OF REVENUES; PROVIDED, FURTHER, ANY AMOUNTS PAYABLE TO THIRD PARTIES PURSUANT A THIRD-PARTY CLAIM (OTHER THAN TO A CLAIM FOR CONSEQUENTIAL DAMAGES ARISING UNDER BY A CONTRACT PROVISION AGREED TO BY THE INDEMNIFIED THIRD PARTY THAT DOES NOT NEGATE CONSEQUENTIAL DAMAGES) SHALL NOT BE DEEMED NON-REIMBURSABLE DAMAGES. (c) Notwithstanding anything in this Agreement to the contrary, no Representative or Affiliate of a Party shall have any personal liability to the other Party or any other Person as a result of the breach of any representation, warranty, covenant, agreement or obligation of such Party in this Agreement.

Waiver of Remedies. (a) The Parties hereby acknowledge and agree that, except that their sole and exclusive remedy with respect to Claims any and all claims for fraud (but not constructive fraud)any breach of any agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this ARTICLE VI. The Parties hereby agree that no Party shall have any liability, and no neither Party nor any of their respective Affiliates shall make any Claim, for any Loss or any other matter matter, under, relating to or arising out of this Agreement, the Company Assignment Agreements Agreement or the Closing Certificatesother Transaction Documents (including breach of representation, warranty, covenant or agreement) or any other document, agreement, certificate or other matter delivered pursuant hereto, whether based on contract, tort, strict liability, other Laws or otherwise, except as expressly provided in Section 6.11, Articles IX and X.ARTICLE VI. (b) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, EXCEPT AS SET FORTH IN SECTION 6.13 AND SECTION 6.14, NO PARTY NOR ANY OF ITS AFFILIATES SHALL BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES FOR SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES DAMAGES, OR LOST PROFITS, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OTHER LAW OR OTHERWISE AND WHETHER OR NOT ARISING FROM THE OTHER PARTY’S OR ANY OF ITS AFFILIATES’ SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT (“NONNon-REIMBURSABLE DAMAGESReimbursable Damages”), PROVIDED THAT ANY AMOUNTS PAYABLE TO THIRD PARTIES PURSUANT A THIRD-PARTY CLAIM (OTHER THAN A CLAIM FOR CONSEQUENTIAL DAMAGES ARISING UNDER A CONTRACT PROVISION AGREED TO BY THE INDEMNIFIED PARTY THAT DOES NOT NEGATE CONSEQUENTIAL DAMAGES) SHALL NOT BE DEEMED NON-REIMBURSABLE DAMAGES. (c) Notwithstanding anything to the contrary contained herein or otherwise, this Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement and the other Transaction Documents or the transactions contemplated hereby, may only be made against the entities and Persons that are expressly identified as Parties in their capacities as such and no Person who is not expressly identified as a Party in its capacity as such, including, without limitation, any former, current or future direct or indirect stockholder, equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, agent or Affiliate of any Party and any former, current or future direct or indirect stockholder, equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, agent or Affiliate of any of the foregoing (each, a “Non-Recourse Party”), shall have any liability for any obligations or liabilities of the Parties or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby and by the other Transaction Documents, or in respect of any representations made or alleged to be made in connection herewith. In no event shall any Party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement or the other Transaction Documents against, or seek to recover monetary damages from, any Non-Recourse Party. (d) Notwithstanding anything in this Agreement to the contrary, no Representative from and after the Closing, Buyer, on behalf of itself, hereby unconditionally waives and releases Sellers and their Affiliates and their respective Representatives from any and all Claims, demands, causes of action, obligations, liabilities (whether absolute, accrued, contingent, fixed or Affiliate of a Party shall have any personal liability otherwise, or whether due or to become due, whether known or unknown), costs or expenses with respect to the other Party Assumed Liabilities, whenever arising or any other Person as a result of the breach of any representationoccurring, warrantyand whether arising under Contract, covenantstatute, agreement common law or obligation of such Party otherwise. Notwithstanding anything in this AgreementAgreement to the contrary, from and after the Closing, Sellers, on behalf of themselves, hereby unconditionally waives and releases Buyer and its Affiliates and their respective Representatives from any and all Claims, demands, causes of action, obligations, liabilities (whether absolute, accrued, contingent, fixed or otherwise, or whether due or to become due, whether known or unknown), costs or expenses with respect to the Retained Liabilities, whenever arising or occurring, and whether arising under Contract, statute, common law or otherwise. (e) Each Party hereby waives any and all rights it has to the equitable remedy of rescission.

Waiver of Remedies. (a) The Parties hereby agree that, except with respect to Claims for fraud (but not constructive fraud), that no Party shall have any liability, and no neither Party nor any of their respective Affiliates shall make any Claim, for any Loss or any other matter matter, under, relating to or arising out of this Agreement, the Company Assignment Agreements Agreement or the Closing Certificatesother Transaction Documents (including breach of representation, warranty, covenant or agreement) or any other document, agreement, certificate or other matter delivered pursuant hereto, whether based on contract, tort, strict liability, other Laws or otherwise, except as expressly provided in Section 6.11, Articles IX and X.ARTICLE VI. (b) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, EXCEPT AS SET FORTH IN SECTION 6.13 AND SECTION 6.14, NO PARTY NOR ANY OF ITS AFFILIATES SHALL BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES FOR SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES DAMAGES, OR LOST PROFITS, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OTHER LAW OR OTHERWISE AND WHETHER OR NOT ARISING FROM THE OTHER PARTY’S OR ANY OF ITS AFFILIATES’ SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT (“NONNon-REIMBURSABLE DAMAGESReimbursable Damages”), PROVIDED THAT ANY AMOUNTS PAYABLE TO THIRD PARTIES PURSUANT A THIRD-PARTY CLAIM (OTHER THAN A CLAIM FOR CONSEQUENTIAL DAMAGES ARISING UNDER A CONTRACT PROVISION AGREED TO BY THE INDEMNIFIED PARTY THAT DOES NOT NEGATE CONSEQUENTIAL DAMAGES) SHALL NOT BE DEEMED NON-REIMBURSABLE DAMAGES. (c) Notwithstanding anything to the contrary contained herein or otherwise, this Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement and the other Transaction Documents or the transactions contemplated hereby, may only be made against the entities and Persons that are expressly identified as Parties in their capacities as such and no Person who is not expressly identified as a Party in its capacity as such, including, without limitation, any former, current or future direct or indirect stockholder, equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, agent or Affiliate of any Party and any former, current or future direct or indirect stockholder, equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, agent or Affiliate of any of the foregoing (each, a “Non-Recourse Party”), shall have any liability for any obligations or liabilities of the Parties or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby and by the other Transaction Documents, or in respect of any representations made or alleged to be made in connection herewith. In no event shall any Party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement or the other Transaction Documents against, or seek to recover monetary damages from, any Non-Recourse Party. (d) Notwithstanding anything in this Agreement to the contrary, no Representative from and after the Closing, Buyer, on behalf of itself, hereby unconditionally waives and releases Seller and its Affiliates and their respective Representatives from any and all Claims, demands, causes of action, obligations, liabilities (whether absolute, accrued, contingent, fixed or Affiliate of a Party shall have any personal liability otherwise, or whether due or to become due, whether known or unknown), costs or expenses with respect to the other Party Assumed Liabilities, whenever arising or any other Person as a result of the breach of any representationoccurring, warrantyand whether arising under Contract, covenantstatute, agreement common law or obligation of such Party otherwise. Notwithstanding anything in this AgreementAgreement to the contrary, from and after the Closing, Seller, on behalf of itself, hereby unconditionally waives and releases Buyer and its Affiliates and their respective Representatives from any and all Claims, demands, causes of action, obligations, liabilities (whether absolute, accrued, contingent, fixed or otherwise, or whether due or to become due, whether known or unknown), costs or expenses with respect to the Retained Liabilities, whenever arising or occurring, and whether arising under Contract, statute, common law or otherwise. (e) Each Party hereby waives any and all rights it has to the equitable remedy of rescission.

Waiver of Remedies. (a) The Parties hereby agree thatTHE PARTIES HEREBY AGREE THAT FROM AND AFTER CLOSING, except with respect to Claims for fraud (but not constructive fraud), no Party shall have any liability, and no Party shall make any Claim, for any Loss or other matter under, relating to or arising out of this Agreement, the Company Assignment Agreements or the Closing Certificates, whether based on contract, tort, strict liability, other Laws or otherwise, except as provided in Section 6.11, Articles IX and X. (b) NOTWITHSTANDING ANYTHING EXCEPT IN THIS AGREEMENT RELATION TO THE CONTRARY, EXCEPT PURCHASE PRICE ADJUSTMENT PURSUANT TO SECTION 2.3 (PURCHASE PRICE ADJUSTMENT) OR AS OTHERWISE SET FORTH IN SECTION 6.13 11.12 (SPECIFIC PERFORMANCE), AND SECTION 6.14WITH RESPECT TO BUYER’S INDEMNIFIED PERSONS, WITHOUT PREJUDICE TO THE R&W POLICY, (I) NO PARTY SHALL BE LIABLE HAVE ANY LIABILITY, AND NO PARTY MAY (AND EACH PARTY WILL CAUSE ITS RESPECTIVE AFFILIATES NOT TO) MAKE ANY CLAIM FOR SPECIALANY LOSS OR ANY OTHER MATTER, PUNITIVEUNDER, EXEMPLARYRELATING TO, INCIDENTALOR ARISING OUT OF THIS AGREEMENT (INCLUDING BREACH OF REPRESENTATION, CONSEQUENTIAL WARRANTY, COVENANT, OR INDIRECT DAMAGES AGREEMENT), ANY TRANSACTION DOCUMENT, OR LOST PROFITSANY OTHER CONTRACT OR OTHER MATTER DELIVERED PURSUANT TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, STATUTE (INCLUDING, WITHOUT LIMITATION, ENVIRONMENTAL LAWS), OTHER LAW LAW, OR OTHERWISE OTHERWISE, EXCEPT FOR A CLAIM FOR INDEMNIFICATION PURSUANT TO THIS ARTICLE X, AND (II) THIS ARTICLE X SHALL BE THE SOLE AND EXCLUSIVE REMEDY AVAILABLE TO THE PARTIES AND ANY OTHER PERSON ENTITLED TO INDEMNIFICATION HEREUNDER RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE TRANSACTION DOCUMENTS. NEITHER SELLER NOR BUYER WILL HAVE ANY REMEDY OR CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, STATUTE, INCLUDING, WITHOUT LIMITATION, ENVIRONMENTAL LAWS, OTHER LAW, OR OTHERWISE) FOR ANY STATEMENTS, COMMUNICATIONS, DISCLOSURES, FAILURES TO DISCLOSE, REPRESENTATIONS, OR WARRANTIES NOT EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY TRANSACTION DOCUMENT. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, INCLUDING SECTION 10.1 (SURVIVAL), THIS SECTION 10.6 (WAIVER OF REMEDIES), AND SECTION 10.9 (RELEASE), NOTHING CONTAINED IN THIS AGREEMENT SHALL LIMIT THE PARTIES’ RIGHTS OR REMEDIES IN RESPECT OF FRAUD OR BUYER’S RIGHTS IN THE R&W POLICY. (b) IN FURTHERANCE OF THE FOREGOING, BUYER HEREBY WAIVES AND RELEASES, FROM AND AFTER CLOSING, TO THE FULLEST EXTENT PERMITTED UNDER LAW, AND AGREES NOT TO SUE FOR, ANY AND ALL CLAIMS THAT BUYER’S INDEMNIFIED PERSONS, INCLUDING THE COMPANY WITH RESPECT TO THE PERIOD FROM AND AFTER THE CLOSING DATE, MAY HAVE AGAINST ANY SELLER’S INDEMNIFIED PERSONS, INCLUDING THE COMPANY WITH RESPECT TO THE PERIOD PRIOR TO THE CLOSING DATE, OR ANY OF THEIR RESPECTIVE REPRESENTATIVES, RELATING TO OR ARISING FROM (I) THIS AGREEMENT AND THE TRANSACTION DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND SUCH DOCUMENTS, OR (II) THE BUSINESS, THE COMPANY, OR THE ASSETS AND LIABILITIES OF THE COMPANY, OR (III) ANY ACTIONS OR OMISSIONS BY ANY REPRESENTATIVE OF SELLER OR ANY OF ITS AFFILIATES, IN SUCH PERSON’S CAPACITY AS SUCH, EXCEPT PURSUANT TO THE INDEMNIFICATION PROVISIONS SET FORTH IN THIS ARTICLE X, AND REGARDLESS OF WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OTHER LAW, OR OTHERWISE, AND WHETHER OR NOT ARISING FROM THE OTHER PARTYSELLER’S OR ANY OF ITS AFFILIATES’ SOLE, JOINT JOINT, OR CONCURRENT NEGLIGENCE, STRICT LIABILITY LIABILITY, OR OTHER FAULT FAULT. (c) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, NO PARTY NOR ANY OF ITS AFFILIATES SHALL BE LIABLE FOR ANY PUNITIVE DAMAGES (COLLECTIVELY, “NON-REIMBURSABLE DAMAGES”); PROVIDED, PROVIDED HOWEVER, THAT ANY AMOUNTS PAYABLE ACTUALLY PAID TO THIRD PARTIES PURSUANT A THIRD-PARTY CLAIM (OTHER THAN TO A CLAIM FOR CONSEQUENTIAL DAMAGES ARISING SUBJECT TO INDEMNIFICATION UNDER THIS ARTICLE X BY A CONTRACT PROVISION AGREED TO BY THE INDEMNIFIED THIRD PARTY THAT DOES NOT NEGATE CONSEQUENTIAL DAMAGES) SHALL NOT BE DEEMED NON-REIMBURSABLE DAMAGES. (c) Notwithstanding anything in this Agreement to the contrary, no Representative or Affiliate of a Party shall have any personal liability to the other Party or any other Person as a result of the breach of any representation, warranty, covenant, agreement or obligation of such Party in this Agreement.

Waiver of Remedies. (a) The Parties hereby agree that, except with respect to Claims for fraud (but not constructive fraud), that no Party shall have any liability, and no neither Party nor any of their respective Affiliates shall make any Claim, for any Loss or any other matter matter, under, relating to or arising out of this AgreementAgreement (including breach of representation, the Company Assignment Agreements warranty, covenant or the Closing Certificatesagreement) or any other Contract or other matter delivered pursuant hereto, whether based on contract, tort, strict liability, other Laws or otherwise, except as expressly provided in Section 6.11, Articles IX and X.herein. (b) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, EXCEPT AS SET FORTH IN SECTION 6.13 AND SECTION 6.14, NO PARTY NOR ANY OF ITS AFFILIATES SHALL BE LIABLE FOR SPECIAL, PUNITIVEPUNITIVE OR EXEMPLARY DAMAGES, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES THAT ARE NOT THE REASONABLY FORESEEABLE CONSEQUENCE OF THE BREACH OR LOST PROFITSACTION (OR INACTION) IN QUESTION, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OTHER LAW OR OTHERWISE AND WHETHER OR NOT ARISING FROM THE OTHER PARTY’S OR ANY OF ITS AFFILIATES’ SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT FAULT, (“NON-REIMBURSABLE DAMAGES”)) PROVIDED HOWEVER, PROVIDED THAT ANY AMOUNTS PAYABLE TO THIRD PARTIES PURSUANT A THIRD-PARTY CLAIM (OTHER THAN A CLAIM FOR CONSEQUENTIAL DAMAGES ARISING UNDER A CONTRACT PROVISION AGREED TO BY THE INDEMNIFIED PARTY THAT DOES NOT NEGATE CONSEQUENTIAL DAMAGES) SHALL NOT BE DEEMED TERM “NON-REIMBURSABLE DAMAGES” SHALL NOT INCLUDE, AND THIS SECTION 9.6(b) SHALL NOT LIMIT AN INDEMNIFIED PERSON’S RIGHT TO INDEMNIFICATION WITH RESPECT TO, ANY SUCH DAMAGES ACTUALLY INCURRED BY SUCH INDEMNIFIED PERSON IN CONNECTION WITH A THIRD PARTY CLAIM. (c) Notwithstanding anything in this Agreement to the contrary, no Representative or Affiliate of a Party shall have any personal liability to the other Party or any other Person as a result of the breach of any representation, warranty, covenant, agreement or obligation of such Party in this Agreement.

Waiver of Remedies. (a) The Parties hereby agree that, except with respect to Claims limit their recourse for fraud (but not constructive fraud), no Party shall have any liabilityall matters, and no Party shall not make any Claim, Claim for any Loss or other matter matter, under, relating to or arising out of this AgreementAgreement or any other document, the Company Assignment Agreements agreement, certificate or the Closing Certificatesother matter delivered pursuant hereto, whether based on contract, tort, strict liability, other Laws or otherwise, except (i) for Claims for indemnification pursuant to this Article XI , (ii) as provided permitted in Article X, or (iii) as permitted under Section 6.1112.15 (Attorneys' Fees). From and after the Closing, Articles IX the indemnification provisions of this Article XI shall be the sole and X.exclusive remedy of each Party (including the Seller Indemnified Parties and Purchaser Indemnified Parties) (i) for any breach of the other Party's representations, warranties or covenants contained in this Agreement or (ii) otherwise with respect to this Agree ment or the transactions contemplated hereby. (b) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT TO THE CONTRARYAGREEMENT, EXCEPT AS SET FORTH IN SECTION 6.13 AND SECTION 6.14, UNDER NO CIRCUMSTANCES SHALL ANY PARTY SHALL BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT FOR SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES DAMAGES, OR LOST PROFITS, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OTHER LAW OR OTHERWISE AND WHETHER OR NOT ARISING FROM THE OTHER SUCH PARTY’S 'S SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT (“NON"Non-REIMBURSABLE DAMAGES”reimbursable Damages"), PROVIDED THAT ANY AMOUNTS PAYABLE TO THIRD PARTIES PURSUANT A THIRD-PARTY CLAIM (OTHER THAN A CLAIM FOR CONSEQUENTIAL DAMAGES ARISING UNDER A CONTRACT PROVISION AGREED TO BY THE INDEMNIFIED PARTY THAT DOES NOT NEGATE CONSEQUENTIAL DAMAGES) SHALL NOT BE DEEMED NON-REIMBURSABLE DAMAGES. (c) Notwithstanding anything to the contrary contained in this Agreement to the contraryAgreement, no Representative or of Seller, Affiliate of a Party shall Seller or Representative of any such Affiliate shall, except as provided in the Guaranty Agreement, have any personal liability to the other Party Purchaser or any other Person as a result of the breach of any representation, warranty, covenantcovenant or agreement of Seller contained herein and no Representative of Purchaser, Affiliate of Purchaser or Representative of any such Affiliate shall have any personal liability to Seller or any other Person as a result of the breach of any representation, warranty, covenant or agreement or obligation of such Party in this AgreementPurchaser contained herein.

Waiver of Remedies. (a) The Other than for instances of actual fraud or under the other Transaction Documents and, without limiting the generality of the following with respect to the liability of Seller, excluding any Claims between Tioga and the Hydrocarbon Gathering Company, the Parties hereby agree that, except with respect to Claims for fraud (but not constructive fraud), that from and after Closing no Party shall have any liability, and no Party nor any of their respective Affiliates shall make any Claim, for any Loss or any other matter matter, under, relating to or arising out of this AgreementAgreement (including breach of representation, the Company Assignment Agreements warranty, covenant or agreement) or any other Contract or other matter delivered pursuant hereto, or the Closing Certificatestransactions contemplated hereby, whether based on contract, tort, strict liability, other Laws or otherwise, except as provided for a claim for indemnification pursuant to Article X, and, in the case of Section 6.14, the exercise of the right to enforce specific performance specified in Section 6.11, Articles IX and X.11.12. (b) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, EXCEPT AS SET FORTH IN SECTION 6.13 AND SECTION 6.14THE CASE OF ACTUAL FRAUD, NO PARTY NOR ANY OF ITS AFFILIATES SHALL BE LIABLE FOR THE FOLLOWING (“NON-REIMBURSABLE DAMAGES”): SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES (INCLUDING ANY DAMAGES ON ACCOUNT OF LOST PROFITS OR OPPORTUNITIES, OR LOST PROFITSOR DELAYED BUSINESS BASED ON VALUATION METHODOLOGIES ASCRIBING A DECREASE IN VALUE TO TIOGA OR THE HYDROCARBON GATHERING COMPANY, ON THE BASIS OF A MULTIPLE OF A REDUCTION IN A MULTIPLE-BASED OR YIELD-BASED MEASURE OF FINANCIAL PERFORMANCE), WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OTHER LAW OR OTHERWISE AND WHETHER OR NOT ARISING FROM THE OTHER PARTY’S OR ANY OF ITS AFFILIATES’ SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT (“NON-REIMBURSABLE DAMAGES”)FAULT; PROVIDED, PROVIDED THAT HOWEVER, ANY AMOUNTS PAYABLE TO NON-AFFILIATE THIRD PARTIES PURSUANT A THIRD-PARTY CLAIM (OTHER THAN TO A CLAIM FOR CONSEQUENTIAL DAMAGES ARISING UNDER BY A CONTRACT PROVISION AGREED TO BY THE INDEMNIFIED NON-AFFILIATE THIRD PARTY THAT DOES NOT NEGATE CONSEQUENTIAL DAMAGES) SHALL NOT BE DEEMED NON-REIMBURSABLE DAMAGES. (c) Notwithstanding anything in this Agreement to the contrary, no Representative or Affiliate of a Party shall have any personal liability to the other Party or any other Person as a result of the breach of any representation, warranty, covenant, agreement or obligation of such Party in this Agreement.

Waiver of Remedies. (a) The Parties hereby agree that, except with respect to Claims for fraud (but not constructive fraud), no neither Party shall have any liability, and no neither Party shall make any Claim, for any Loss or other matter matter, under, relating to or arising out of this AgreementAgreement or any other document, the Company Assignment Agreements agreement, certificate or the Closing Certificatesother matter delivered pursuant hereto, whether based on contract, tort, strict liability, other Laws or otherwise, except as provided in Section 6.11, Articles IX and X. (b) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, EXCEPT AS SET FORTH IN SECTION 6.13 AND SECTION 6.14, NO PARTY SHALL BE LIABLE FOR SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES OR LOST PROFITS, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OTHER LAW OR OTHERWISE AND WHETHER OR NOT ARISING FROM THE OTHER PARTY’S SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT (“NON-REIMBURSABLE DAMAGESNon reimbursable Damages”), PROVIDED THAT ANY AMOUNTS PAYABLE TO THIRD PARTIES PURSUANT A THIRD-PARTY CLAIM (OTHER THAN A CLAIM FOR CONSEQUENTIAL DAMAGES ARISING UNDER A CONTRACT PROVISION AGREED TO BY THE INDEMNIFIED PARTY THAT DOES NOT NEGATE CONSEQUENTIAL DAMAGES) SHALL NOT BE DEEMED NON-REIMBURSABLE DAMAGES. (c) Notwithstanding anything in this Agreement to the contrary, no Representative or Affiliate of a Party Seller shall have any personal liability to the other Party Buyer or any other Person as a result of the breach of any representation, warranty, covenant, agreement or obligation of such Party Seller in this Agreement and, except as set forth in the commitment letter executed by the Funds as of the date hereof with respect to obligations relating to Section 9.3, no Representative or Affiliate of Buyer shall have any liability to Seller or any other Person as a result of the breach of any representation, warranty, covenant, agreement or obligation of Buyer in this Agreement.

Waiver of Remedies. (a) The Other than for instances of actual fraud, the Parties hereby agree that, except with respect to Claims for fraud (but not constructive fraud), that from and after Closing no Party shall have any liability, and no neither Party nor any of their respective Affiliates shall make any Claim, for any Loss or any other matter matter, under, relating to or arising out of this AgreementAgreement (including breach of representation, the Company Assignment Agreements warranty, covenant or agreement) or any other Contract or other matter delivered pursuant hereto, or the Closing Certificatestransactions contemplated hereby, whether based on contract, tort, strict liability, other Laws or otherwise, except as provided in Section 6.11, Articles IX and X.for a claim for indemnification pursuant to Article VII. (b) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, EXCEPT AS SET FORTH IN SECTION 6.13 AND SECTION 6.14THE CASE OF ACTUAL FRAUD, NO PARTY NOR ANY OF ITS AFFILIATES SHALL BE LIABLE FOR THE FOLLOWING (“NON-REIMBURSABLE DAMAGES”): SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES (INCLUDING ANY DAMAGES ON ACCOUNT OF LOST PROFITS OR OPPORTUNITIES, OR LOST PROFITSOR DELAYED BUSINESS BASED ON VALUATION METHODOLOGIES ASCRIBING A DECREASE IN VALUE TO THE COMPANY, ON THE BASIS OF A MULTIPLE OF A REDUCTION IN A MULTIPLE-BASED OR YIELD-BASED MEASURE OF FINANCIAL PERFORMANCE), WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OTHER LAW OR OTHERWISE AND WHETHER OR NOT ARISING FROM THE OTHER PARTY’S OR ANY OF ITS AFFILIATES’ SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT FAULT, EXCEPT ONLY IN THOSE PARTICULAR CIRCUMSTANCES WHERE THE CONSEQUENTIAL DAMAGES ARE REASONABLY FORESEEABLE (“NON-REIMBURSABLE DAMAGES”SUCH AS THE TERMINATION OF A CONTRACT OR A DELAY OR INTERRUPTION IN REVENUES OR OPERATIONS RESULTING THEREFROM), PROVIDED IN WHICH CASE THE BREACHING PARTY SHALL BE LIABLE FOR THE NET PRESENT VALUE OF ANY SUCH CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) THAT ARE THE REASONABLY FORESEEABLE RESULT OF A BREACH OF THIS AGREEMENT BY SUCH PARTY, SUBJECT TO THE OTHER LIMITATIONS AND REQUIREMENTS SET FORTH HEREIN, INCLUDING SECTION 7.11; PROVIDED, HOWEVER, ANY AMOUNTS PAYABLE TO THIRD PARTIES PURSUANT A THIRD-PARTY CLAIM (OTHER THAN TO A CLAIM FOR CONSEQUENTIAL DAMAGES ARISING UNDER BY A CONTRACT PROVISION AGREED TO BY THE INDEMNIFIED THIRD PARTY THAT DOES NOT NEGATE CONSEQUENTIAL DAMAGES) SHALL NOT BE DEEMED NON-REIMBURSABLE DAMAGES. (c) Notwithstanding anything in this Agreement to the contrary, no Representative or Affiliate of a Party shall have any personal liability to the other Party or any other Person as a result of the breach of any representation, warranty, covenant, agreement or obligation of such Party in this Agreement.

Waiver of Remedies. LESSEE AGREES THAT UPON LESSEE’S ACCEPTANCE AT DELIVERY OF THE AIRCRAFT AND EACH ITEM OF EQUIPMENT, SUCH DELIVERY SHALL BE "AS-IS, WHERE-IS". LESSEE ACKNOWLEDGES AND AGREES THAT NO INDEMNITEE HAS, OR SHALL BE DEEMED TO HAVE MADE, (a) The Parties hereby agree thatWHETHER BY VIRTUE OF HAVING LEASED THE AIRCRAFT UNDER THIS LEASE, except with respect to Claims for fraud (but not constructive fraudOR HAVING ACQUIRED THE AIRCRAFT, OR HAVING DONE OR FAILED TO DO ANY ACT, OR HAVING ACQUIRED OR FAILED TO ACQUIRE ANY STATUS UNDER OR IN RELATION TO THIS LEASE OR OTHERWISE), no Party shall have any liabilityAND LESSOR, and no Party shall make any ClaimFOR ITSELF AND FOR EACH INDEMNITEE, for any Loss or other matter underHEREBY SPECIFICALLY DISCLAIMS, relating to or arising out of this AgreementANY REPRESENTATION OR WARRANTY, the Company Assignment Agreements or the Closing CertificatesEXPRESS OR IMPLIED, whether based on contract, tort, strict liability, other Laws or otherwise, except as provided in Section 6.11, Articles IX and X. (b) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT AS TO THE CONTRARYTITLE (EXCEPT AS HEREIN BELOW PROVIDED), AIRWORTHINESS, CONDITION, DESIGN, OPERATION, MERCHANTABILITY, FREEDOM FROM CLAIMS OF INFRINGEMENT OR THE LIKE, OR FITNESS FOR USE FOR A PARTICULAR PURPOSE OF THE AIRCRAFT, OR AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP OF THE AIRCRAFT, THE ABSENCE THEREFROM OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE OR CAPABLE OF DISCOVERY, OR AS TO ANY OTHER REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED (INCLUDING ANY IMPLIED WARRANTY ARISING FROM A COURSE OF PERFORMANCE OR DEALING OR USAGE OF TRADE), WITH RESPECT TO THE AIRCRAFT; AND LESSEE HEREBY WAIVES, RELEASES, RENOUNCES AND DISCLAIMS EXPECTATION OF OR RELIANCE UPON ANY SUCH WARRANTY OR WARRANTIES. NO INDEMNITEE SHALL HAVE ANY RESPONSIBILITY OR LIABILITY TO LESSEE OR ANY OTHER PERSON, WHETHER ARISING IN CONTRACT OR TORT OUT OF ANY NEGLIGENCE OR STRICT LIABILITY OF LESSOR OR OTHERWISE, FOR (i) ANY LIABILITY, LOSS OR DAMAGE CAUSED OR ALLEGED TO BE CAUSED DIRECTLY OR INDIRECTLY BY THE AIRCRAFT OR ANY ITEM OF EQUIPMENT OR BY ANY INADEQUACY THEREOF OR DEFICIENCY OR DEFECT THEREIN OR BY ANY OTHER CIRCUMSTANCE IN CONNECTION THEREWITH, (ii) THE USE, OPERATION OR PERFORMANCE OF THE AIRCRAFT OR ANY RISKS RELATING THERETO, (iii) THE DELIVERY OR DELAY IN DELIVERY OF THE AIRCRAFT, OR (iv) THE OPERATION, SERVICING, MAINTENANCE, REPAIR, IMPROVEMENT OR REPLACEMENT OF THE AIRCRAFT OR ANY ITEM OF EQUIPMENT. THE Xxxxxxxxxx XX-600-2C10; MSN 10070 LESSEE REPRESENTS TO LESSOR THAT LESSEE HAS USED ITS OWN JUDGMENT IN SELECTING THE AIRCRAFT AND HAS DONE SO BASED ON ITS SIZE, DESIGN AND TYPE. LESSEE ACKNOWLEDGES THAT THE RENT AND OTHER AMOUNTS HAVE BEEN CALCULATED HAVING DUE REGARD FOR THE PROVISIONS OF THIS SECTION 10.3. LESSEE HEREBY AGREES THAT ITS ACCEPTANCE OF THE AIRCRAFT AT DELIVERY AND ITS EXECUTION AND DELIVERY OF THE ACCEPTANCE CERTIFICATE CONSTITUTE LESSEE'S WAIVER OF THE WARRANTY OF DESCRIPTION, ANY CLAIMS LESSEE MAY HAVE AGAINST LESSOR BASED UPON THE FAILURE OF THE AIRCRAFT TO CONFORM WITH SUCH DESCRIPTION AND ANY AND ALL RIGHTS IT MAY HAVE UNDER APPLICABLE LAW. EVEN IF AT ANY TIME THE FAILURE OF THE AIRCRAFT TO CONFORM TO SUCH DESCRIPTION SUBSTANTIALLY IMPAIRS THE VALUE AND UTILITY OF THE AIRCRAFT AND EITHER (1) LESSEE ACCEPTED THE AIRCRAFT BASED ON A REASONABLE ASSUMPTION THAT THE NONCONFORMITY WOULD BE CURED AND IT WAS NOT CURED WITHIN THE TIME PROVIDED OR, IF NOT PROVIDED, WITHIN A REASONABLE PERIOD OF TIME OR (2) LESSEE ACCEPTED THE AIRCRAFT WITHOUT DISCOVERING THE NONCONFORMITY BUT LESSEE'S ACCEPTANCE OF THE AIRCRAFT WAS REASONABLY INDUCED EITHER BY AN INDEMNITEE'S ASSURANCES OR BY THE DIFFICULTY OF DISCOVERING ANY DEFECT PRIOR TO ACCEPTANCE, LESSEE AGREES NOT TO LOOK TO ANY INDEMNITEE FOR DAMAGES OR RELIEF ARISING OUT OF THE FAILURE OF THE AIRCRAFT TO CONFORM TO SUCH DESCRIPTION. DELIVERY BY LESSEE TO LESSOR OF THE ACCEPTANCE CERTIFICATE WILL BE CONCLUSIVE PROOF AS BETWEEN LESSOR AND LESSEE THAT LESSEE HAS EXAMINED AND INVESTIGATED THE AIRCRAFT, INCLUDING THE ENGINES AND THE AIRCRAFT DOCUMENTS AND THAT EACH IS IN THE CONDITION REQUIRED HEREUNDER AND WITHOUT DEFECT, EXCEPT AS SPECIFICALLY SET FORTH IN SECTION 6.13 AND SECTION 6.14SUCH CERTIFICATE, NO PARTY SHALL BE LIABLE FOR SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES OR LOST PROFITS, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OTHER LAW OR OTHERWISE AND (WHETHER OR NOT ARISING DISCOVERABLE OR DIFFICULT OF DISCOVERY AT DELIVERY) AND IS OTHERWISE IN EVERY WAY SATISFACTORY TO LESSEE. LESSEE HEREBY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS WHICH IT MAY NOW HAVE OR WHICH AT ANY TIME HEREAFTER MAY BE CONFERRED UPON IT, BY STATUTE OR OTHERWISE, TO SUSPEND ITS PERFORMANCE HEREUNDER OR TO TERMINATE, CANCEL, QUIT OR SURRENDER THIS LEASE. EACH PAYMENT OF RENT MADE BY LESSEE TO LESSOR SHALL BE ABSOLUTE AND FINAL AND LESSEE SHALL NOT HAVE ANY RIGHT TO AND WILL NOT SEEK TO RECOVER ANY PART OF SUCH PAYMENT FROM LESSOR FOR ANY REASON WHATSOEVER, EXCEPT FOR NEGLIGENCE OR MANIFEST ERROR Xxxxxxxxxx XX-600-2C10; MSN 10070 IN THE CALCULATION OF THE AMOUNT OR REMITTANCE OF SUCH PAYMENT. LESSEE'S COVENANTS AND PROMISES IN THIS LEASE ARE IRREVOCABLE AND INDEPENDENT UPON DELIVERY HEREUNDER, AND NONE OF SUCH COVENANTS OR PROMISES IS SUBJECT TO CANCELLATION, TERMINATION, MODIFICATION, REPUDIATION, EXCUSE, OR SUBSTITUTION WITHOUT LESSOR'S CONSENT OR THE CONSENT OF SUCH OTHER PARTY’S SOLEPERSON IN WHOSE FAVOR THE COVENANT OR PROMISE RUNS. LESSEE AGREES THAT ITS ONLY RIGHT WITH RESPECT TO A DEFAULT BY LESSOR UNDER THIS LEASE IS, JOINT OR CONCURRENT NEGLIGENCEAFTER COMPLYING WITH ITS OBLIGATIONS UNDER THIS LEASE, STRICT LIABILITY OR OTHER FAULT (“NON-REIMBURSABLE DAMAGES”), PROVIDED THAT ANY AMOUNTS PAYABLE TO THIRD PARTIES PURSUANT A THIRD-PARTY CLAIM (OTHER THAN MAKE A CLAIM AGAINST LESSOR FOR CONSEQUENTIAL ACTUAL DAMAGES ARISING RESULTING DIRECTLY FROM SUCH DEFAULT AND LESSEE HEREBY WAIVES ANY OTHER RIGHTS OR REMEDIES IT MAY HAVE UNDER A CONTRACT PROVISION AGREED TO BY ARTICLE 2A (UNIFORM COMMERCIAL CODE—LEASES) OF THE INDEMNIFIED PARTY NEW YORK UNIFORM COMMERCIAL CODE OR OTHERWISE. DISCLAIMER AND WAIVER OF INCIDENTAL, CONSEQUENTIAL, SPECIAL AND PUNITIVE DAMAGES. LESSEE AGREES THAT DOES NOT NEGATE CONSEQUENTIAL DAMAGES) IT SHALL NOT BE DEEMED NON-REIMBURSABLE ENTITLED TO RECOVER, AND HEREBY DISCLAIMS AND WAIVES ANY RIGHT THAT IT MAY OTHERWISE HAVE TO RECOVER, (i) INCIDENTAL, CONSEQUENTIAL, SPECIAL AND PUNITIVE DAMAGES, AND/OR (ii) DAMAGES IN CONNECTION WITH ANY INTERRUPTION OF SERVICE, LOSS OF BUSINESS OR ANTICIPATED PROFITS AS A RESULT OF ANY BREACH OR ALLEGED BREACH BY LESSOR OF ANY OF THE AGREEMENTS, REPRESENTATIONS OR WARRANTIES OF LESSOR CONTAINED IN THIS LEASE OR ANY OPERATIVE DOCUMENTS. NO DUTY OF INDEMNITEES TO INSPECT, ETC. NO INDEMNITEE SHALL HAVE ANY DUTY OR OBLIGATION TO DETERMINE WHETHER ANY ITEM OF EQUIPMENT IS REQUIRED TO BE OVERHAULED OR MAINTAINED, OR TO OBSERVE OR INSPECT THE OVERHAUL OR MAINTENANCE OF ANY ITEM OF EQUIPMENT OR TO CONFIRM OR VERIFY THE FITNESS OR QUALIFICATION OF LESSEE OR ANY APPROVED MAINTENANCE ORGANIZATION TO PERFORM ANY MAINTENANCE TO ANY ITEM OF EQUIPMENT AND NO INDEMNITEE SHALL INCUR ANY LIABILITY OR OBLIGATION IN CONNECTION WITH THE FOREGOING OR BY REASON OF THE FAILURE OF ANY ITEM TO BE PROPERLY MAINTAINED OR BY REASON OF ANY INDEMNITEE'S ELECTION TO OBSERVE OR INSPECT OR NOT TO OBSERVE OR INSPECT ANY MAINTENANCE CHECK OR OTHER MAINTENANCE OF ANY ITEM OF EQUIPMENT PERFORMED DURING THE LEASE TERM. (c) Notwithstanding anything in this Agreement to the contrary, no Representative or Affiliate of a Party shall have any personal liability to the other Party or any other Person as a result of the breach of any representation, warranty, covenant, agreement or obligation of such Party in this Agreement.

Waiver of Remedies. (a) The Other than for instances of Fraud by a Party and except as otherwise provided pursuant to the terms of the ODO MIPSA (and any Transaction Documents as defined in the ODO MIPSA), the OSDO MIPSA (and any Transaction Documents as defined in the OSDO MIPSA), the Escrow Agreement, the Transition Services Agreement, the Closing Releases, and any Non-Competition Agreement, the Parties hereby agree that, except with respect to Claims for fraud that from and after the Closing (but not constructive fraud), i) no Party shall will have any liability, and no neither Party shall will (and each Party will cause its respective Affiliates not to) make any Claim, for any Loss or any other matter matter, under, relating to or arising out of this AgreementAgreement (including breach of representation, the Company Assignment Agreements warranty, covenant or agreement) or any other contract or other matter delivered pursuant hereto, or the Closing Certificatestransactions contemplated hereby, whether based on contract, tort, strict liability, other Laws or otherwise, except as provided in for a claim for indemnification pursuant to Article 9 or a claim for set off pursuant to Section 6.112.4(h), Articles IX and X.(ii) this Article 9 and Section 2.4(h) set forth the sole and exclusive remedies available to the Parties and any other Person entitled to indemnification hereunder relating to the transactions contemplated by this Agreement, subject to Section 5.10, Section 5.12, Section 5.17 and Section 10.16. (b) NOTWITHSTANDING ANYTHING IN FURTHERANCE OF THE FOREGOING, EXCEPT AS OTHERWISE PROVIDED PURSUANT TO THE TERMS OF THE ODO MIPSA (AND THE TRANSACTION DOCUMENTS AS DEFINED IN THE ODO MIPSA), THE OSDO MIPSA (AND THE TRANSACTION DOCUMENTS AS DEFINED IN THE OSDO MIPSA), ESCROW AGREEMENT, THE TRANSITION SERVICES AGREEMENT, THE CLOSING RELEASES AND ANY NON-COMPETITION AGREEMENT), BUYER HEREBY WAIVES FROM AND AFTER THE CLOSING, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, ANY AND ALL CLAIMS, (OTHER THAN CLAIMS FOR (i) FRAUD OR (ii) EQUITABLE RELIEF RELATED TO THE BREACH OF ANY COVENANT OR AGREEMENT OF SELLER CONTAINED IN THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT REQUIRING PERFORMANCE AFTER THE CLOSING), BUYER OR ANY OF ITS AFFILIATES, INCLUDING THE COMPANY (WITH RESPECT TO THE CONTRARYPERIOD FROM AND AFTER THE CLOSING DATE), MAY HAVE AGAINST SELLER OR ANY OF ITS AFFILIATES (INCLUDING THE COMPANY WITH RESPECT TO THE PERIOD PRIOR TO THE CLOSING DATE), OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR ADVISORS ARISING FROM (I) THE TRANSACTION DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED THEREBY, (II) THE MEMBERSHIP INTERESTS, THE COMPANY OR ANY COMPANY ASSET PRIOR TO CLOSING, OR (III) ANY ACTIONS OR OMISSIONS BY ANY OFFICER, DIRECTOR OR EMPLOYEE OF THE COMPANY, SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES, IN SUCH PERSON’S CAPACITY AS SUCH, OR BY SELLER, IN ITS CAPACITY AS THE SOLE MEMBER OF THE COMPANY PRIOR TO THE CLOSING, PROVIDED ANY SUCH ACTIONS WERE TAKEN OR OMISSIONS WERE AVOIDED, IN EACH CASE, IN GOOD FAITH, EXCEPT AS PURSUANT TO THE INDEMNIFICATION PROVISIONS SET FORTH IN THIS ARTICLE 9, SECTION 6.13 2.3, SECTION 2.4(H) OR SECTION 10.16. SECTION 9.4(A)-(C) AND SECTION 6.14, NO PARTY 9.6(A)-(B) SHALL BE LIABLE FOR SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES OR LOST PROFITSAPPLY TO ANY LOSS, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OTHER LAW OR OTHERWISE AND WHETHER OR NOT ARISING FROM THE OTHER PARTY’S OR ANY OF ITS AFFILIATES’ SOLE, JOINT OR CONCURRENT NEGLIGENCE, GROSS NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT FAULT. (c) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, EXCEPT IN THE CASE OF FRAUD BY A PARTY WITH RESPECT TO, AND THEN ONLY TO THE EXTENT OF, A REPRESENTATION OR WARRANTY MADE BY SUCH PARTY IN THIS AGREEMENT, NO PARTY NOR ANY OF ITS AFFILIATES WILL BE LIABLE FOR THE FOLLOWING (“NON-REIMBURSABLE DAMAGES”): SPECIAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES (INCLUDING ANY DAMAGES ON ACCOUNT OF LOST PROFITS OR OPPORTUNITIES, OR LOST OR DELAYED BUSINESS BASED ON VALUATION METHODOLOGIES ASCRIBING A DECREASE IN VALUE TO THE COMPANY, ON THE BASIS OF A MULTIPLE REDUCTION IN A MULTIPLE BASED OR YIELD BASED MEASURE OF FINANCIAL PERFORMANCE), PROVIDED WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OTHER LAW OR OTHERWISE AND WHETHER OR NOT ARISING FROM THE OTHER PARTY’S OR ANY OF ITS AFFILIATES’ SOLE, JOINT OR CONCURRENT NEGLIGENCE, GROSS NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT; PROVIDED, HOWEVER, THAT (i) ANY AMOUNTS PAYABLE TO THIRD PARTIES (AND WHO ARE NOT AFFILIATES OF A PARTY) PURSUANT A THIRD-PARTY CLAIM (OTHER THAN TO A CLAIM FOR CONSEQUENTIAL DAMAGES BY A THIRD PARTY (AND WHO ARE NOT AFFILIATES OF A PARTY) WILL NOT BE DEEMED TO BE NON-REIMBURSABLE DAMAGES, (ii) ANY AMOUNTS PAYABLE UNDER SECTION 2.4 WITH RESPECT TO THE 2017 EARN-OUT PAYMENT AMOUNT, THE 2018 EARN-OUT PAYMENT AMOUNT, THE CHANGE OF CONTROL AMOUNT OR ANY SOLD EARN-OUT CONTRACT PAYMENT WILL NOT BE DEEMED TO BE NON-REIMBURSABLE DAMAGES; AND (iii) LOST REVENUES IN RESPECT OF ANY MATERIAL CONTRACT ARISING UNDER A OUT OF OR RELATING TO THE BREACH OF THE REPRESENTATIONS AND WARRANTIES WITH RESPECT TO SUCH MATERIAL CONTRACT PROVISION AGREED IN SECTION 3.14(B), TO BY THE INDEMNIFIED PARTY THAT DOES NOT NEGATE CONSEQUENTIAL EXTENT SUCH LOST REVENUES ARE BASED ON THE TERMS OF SUCH MATERIAL CONTRACT AS OF THE EXECUTION DATE AND/OR THE CLOSING DATE, AS APPLICABLE, AND CONSTITUTE DIRECT DAMAGES) , SHALL NOT BE DEEMED TO BE NON-REIMBURSABLE DAMAGES. (cd) Notwithstanding anything in this Agreement to the contraryNOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, no Representative or Affiliate of a Party shall have any personal liability to the other Party or any other Person as a result of the breach of any representationBUYER AGREES AND ACKNOWLEDGES THAT NO PERSON OTHER THAN SELLER (AND SELLER’S SUCCESSORS AND ASSIGNS) SHALL HAVE ANY OBLIGATION HEREUNDER, warrantyAND BUYER HAS NO RIGHTS OF RECOVERY HEREUNDER AGAINST ANY FORMER, covenantCURRENT OR FUTURE OFFICER, agreement or obligation of such Party in this AgreementDIRECTOR, MEMBER, MANAGER, PARTNER, EMPLOYEE, AGENT OR REPRESENTATIVE OF SELLER (AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS) (THE “SELLER AFFILIATED PERSONS”) AND EACH SELLER AFFILIATED PERSON’S FORMER, CURRENT OR FUTURE OFFICERS, DIRECTORS, MEMBERS, MANAGERS, PARTNERS, EMPLOYEES, AGENTS OR REPRESENTATIVES, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, AS A RESULT OF THE BREACH OF ANY REPRESENTATION, WARRANTY, COVENANT, AGREEMENT OR OBLIGATION IN THIS AGREEMENT OR ANY CERTIFICATE DELIVERED PURSUANT TO THIS AGREEMENT. BUYER HEREBY WAIVES, AND SHALL CAUSE EACH OF ITS AFFILIATES TO WAIVE, ANY CLAIMS OR OTHER METHOD OF RECOVERY, WHETHER BASED ON CONTRACT, TORT OR STRICT LIABILITY, OR UNDER APPLICABLE LAW, AGAINST ANY SUCH SELLER AFFILIATED PERSON AND EACH FORMER, CURRENT OR FUTURE OFFICER, DIRECTOR, MEMBER, MANAGER, PARTNER, EMPLOYEE, AGENT AND REPRESENTATIVE OF SUCH SELLER AFFILIATED PERSON (OTHER THAN SELLER), AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, RELATING TO A BREACH OF ANY REPRESENTATION, WARRANTY, COVENANT, AGREEMENT OR OBLIGATION IN THIS AGREEMENT OR ANY CERTIFICATE DELIVERED PURSUANT TO THIS AGREEMENT. (e) NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, SELLER AGREES AND ACKNOWLEDGES THAT NO PERSON OTHER THAN BUYER (AND BUYER’S SUCCESSORS AND ASSIGNS) SHALL HAVE ANY OBLIGATION HEREUNDER, AND SELLER HAS NO RIGHTS OF RECOVERY HEREUNDER AGAINST ANY FORMER, CURRENT OR FUTURE OFFICER, DIRECTOR, MEMBER, MANAGER, PARTNER, EMPLOYEE, AGENT OR REPRESENTATIVE OF BUYER (AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS) (THE “BUYER AFFILIATED PERSONS”) AND EACH BUYER AFFILIATED PERSON’S FORMER, CURRENT OR FUTURE OFFICERS, DIRECTORS, MEMBERS, MANAGERS, PARTNERS, EMPLOYEES, AGENTS OR REPRESENTATIVES, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, AS A RESULT OF THE BREACH OF ANY REPRESENTATION, WARRANTY, COVENANT, AGREEMENT OR OBLIGATION IN THIS AGREEMENT OR ANY CERTIFICATE DELIVERED PURSUANT TO THIS AGREEMENT. SELLER HEREBY WAIVES, AND SHALL CAUSE EACH OF ITS AFFILIATES TO WAIVE, ANY CLAIMS OR OTHER METHOD OF RECOVERY, WHETHER BASED ON CONTRACT, TORT OR STRICT LIABILITY, OR UNDER APPLICABLE LAW, AGAINST ANY SUCH BUYER AFFILIATED PERSON AND EACH FORMER, CURRENT OR FUTURE OFFICER, DIRECTOR, MEMBER, MANAGER, PARTNER, EMPLOYEE, AGENT AND REPRESENTATIVE OF SUCH BUYER AFFILIATED PERSON (OTHER THAN BUYER), AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, RELATING TO A BREACH OF ANY REPRESENTATION, WARRANTY, COVENANT, AGREEMENT OR OBLIGATION IN THIS AGREEMENT OR ANY CERTIFICATE DELIVERED PURSUANT TO THIS AGREEMENT.

Waiver of Remedies. (a) The Parties hereby agree that, except with respect to Claims for fraud (but not constructive fraud), that no Party shall have any liability, and no Party shall (and each Party shall cause its respective Affiliates not to) make any Claim, for any Loss or any other matter matter, under, relating to or arising out of this AgreementAgreement (including breach of representation, the Company Assignment Agreements warranty, covenant or the Closing Certificatesagreement) or any other document, agreement, certificate or other instrument delivered pursuant hereto, whether based on contract, tort, strict liability, other Laws or otherwise, except as expressly provided in Section 6.11Sections 7.2(b), Articles IX 10.2, 11.1, 11.3, 11.4 and X.12.14. (b) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, EXCEPT AS SET FORTH IN SECTION 6.13 AND SECTION 6.14, NO PARTY NOR ANY OF ITS AFFILIATES SHALL BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES FOR SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES DAMAGES, OR LOST PROFITS, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OTHER LAW OR OTHERWISE AND WHETHER OR NOT ARISING FROM THE OTHER PARTY’S OR ANY OF ITS AFFILIATES’ SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT (“NONNon-REIMBURSABLE DAMAGESreimbursable Damages”); PROVIDED, PROVIDED THAT HOWEVER, IN NO EVENT SHALL THIS SECTION 11.6(b) BE A LIMITATION ON ANY AMOUNTS PAYABLE OBLIGATION OF A PARTY HEREUNDER WITH RESPECT TO A THIRD PARTIES PURSUANT A THIRD-PARTY CLAIM (OTHER THAN A CLAIM FOR CONSEQUENTIAL DAMAGES ARISING UNDER A CONTRACT PROVISION AGREED RELATING TO BY THE INDEMNIFIED PARTY THAT DOES NOT NEGATE CONSEQUENTIAL DAMAGES) SHALL NOT BE DEEMED NON-REIMBURSABLE DAMAGESSUCH OBLIGATION. (c) Notwithstanding anything in this Agreement to the contrary, (i) no Representative or Affiliate of a Party any Seller (nor any Representative of any such Affiliate or any Person directly or indirectly owning any interest in any Seller) shall have any personal liability to the other Party Buyer or any other Person as a result of the breach of any representation, warranty, covenant, agreement or obligation of any Seller in this Agreement or in any certificate delivered pursuant to this Agreement, and (ii) no Representative or Affiliate of Buyer (nor any Representative of any such Party Affiliate or any Person directly or indirectly owning any interest in Buyer) shall have any liability to Sellers or any other Person as a result of the breach of any representation, warranty, covenant or agreement of Buyer in this Agreement or in any certificate delivered pursuant to this Agreement.

Waiver of Remedies. (a) The Except in the case of Fraud or “Fraud” (as defined in the Canada Asset Purchase Agreement), the Parties hereby agree thatthat from and after the Closing, except with respect to Claims for fraud (but not constructive fraud), i) no Party shall have any liability, and no Party shall make any Claim, Liability for any Loss for any breach of any representation or other matter under, relating to or arising out of warranty set forth in this Agreement, the Company Assignment Agreements Agreement or the Closing CertificatesCanada Asset Purchase Agreement and (ii) neither Iconex Canada nor Canada Buyer shall have any Liability for any Loss for any breach of any representation or warranty set forth in the Canada Asset Purchase Agreement, whether based on in contract, tort, strict liability, other Laws or otherwise; provided, except as provided however, that nothing in Section 6.11this Agreement shall prevent Buyer from seeking recovery, Articles IX and X.or recovering, under any R&W Policy in accordance with its terms. (b) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, EXCEPT AS SET FORTH IN SECTION 6.13 AND SECTION 6.14, NO PARTY NOR ANY OF ITS AFFILIATES SHALL BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES FOR SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL PUNITIVE OR INDIRECT DAMAGES OR LOST PROFITSEXEMPLARY DAMAGES, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OTHER LAW OR OTHERWISE AND WHETHER OR NOT ARISING FROM THE OTHER PARTY’S OR ANY OF ITS AFFILIATES’ SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT (“NON-REIMBURSABLE DAMAGES”)FAULT; PROVIDED, PROVIDED THAT HOWEVER, IN NO EVENT SHALL THIS Section 9.4(b) BE A LIMITATION ON ANY AMOUNTS PAYABLE OBLIGATION OF A PARTY HEREUNDER WITH RESPECT TO THIRD PARTIES PURSUANT A THIRD-PARTY CLAIM RELATING TO SUCH OBLIGATION OR WITH RESPECT TO FRAUD OR “FRAUD” (OTHER THAN A CLAIM FOR CONSEQUENTIAL DAMAGES ARISING UNDER A CONTRACT PROVISION AGREED TO BY AS DEFINED IN THE INDEMNIFIED PARTY THAT DOES NOT NEGATE CONSEQUENTIAL DAMAGES) SHALL NOT BE DEEMED NON-REIMBURSABLE DAMAGESCANADA ASSET PURCHASE AGREEMENT). (c) Notwithstanding anything in this Agreement to the contrary, no Representative or Affiliate of a Party shall have any personal liability to the other Party or any other Person as a result of the breach of any representation, warranty, covenant, agreement or obligation of such Party in this Agreement.