Common use of Exclusive Remedy of Parent Clause in Contracts

Exclusive Remedy of Parent. In the event that Parent or its designee shall receive full payment of the Company Termination Fee pursuant to the terms of this Agreement: (i) the receipt of the Company Termination Fee shall be the sole and exclusive remedy of Parent and Acquisition Sub against the Company and its subsidiaries and any of their respective former, current or future officers, directors, partners, stockholders, managers, members or Affiliates (collectively, the “Company Related Parties”) for any loss suffered as a result of the failure of the Merger to be consummated or for a breach or failure to perform hereunder or otherwise, upon payment of such amount(s), (ii) none of the Company Related Parties shall have any further liability or obligation (whether at law, in equity, in contract, in tort or otherwise) relating to or arising out of this Agreement or the transactions contemplated by this Agreement, (iii) the Company Termination Fee shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by Parent, Acquisition Sub, any of their respective Affiliates or any other person in connection with this Agreement (and the termination hereof), the transactions contemplated hereby (and the abandonment thereof) or any matter forming the basis for such termination, and (iv) none of Parent, Acquisition Sub, any of their respective Affiliates or any other person shall be entitled to bring or maintain any claim, action or proceeding (whether at law, in equity, in contract, in tort or otherwise) against the Company Related Parties arising out of or in connection with this Agreement, any of the transactions contemplated hereby or any matters forming the basis for such termination; provided, however, that nothing in this Section 8.4(a) shall limit the rights of Parent and Acquisition Sub under Section 9.10.

Exclusive Remedy of Parent. In the event that Parent or its designee shall Subject to ‎Section 11.11, Parent’s right to terminate this Agreement and receive full payment of the Company Termination Fee pursuant to the terms of this Agreement: ‎Section 11.04(b) and any other costs and expenses under ‎Section 11.04(c) (isubject to their terms, conditions and limitations) the receipt of the Company Termination Fee shall be the sole and exclusive remedy of Parent and Acquisition Sub against the Company and its subsidiaries and any of their respective former, current or future officers, directors, partners, stockholders, managers, members or Affiliates (collectively, the “Company Related Parties”) for any loss suffered as a result of the failure of the Merger to be consummated or for a breach or failure to perform hereunder or otherwise, upon payment of such amount(s), (ii) none of the Company Related Parties shall have any further liability or obligation (whether at law, in equity, in contract, in tort or otherwise) relating of any member of the Parent Group against any member of the Company Group for any loss or damage suffered as a result of any breach of any representation, warranty, covenant or agreement (whether willfully, intentionally, unintentionally or otherwise) or failure to perform hereunder (whether willfully, intentionally, unintentionally or otherwise) or other failure of the Merger or the Transactions to be consummated (whether willfully, intentionally, unintentionally or otherwise). Neither the Company nor any other member of the Company Group shall have any liability for monetary damages of any kind or nature or arising out of this Agreement or the transactions contemplated by this Agreement, (iii) the Company Termination Fee shall be deemed to be liquidated damages for in any and all losses or damages suffered or incurred by Parent, Acquisition Sub, any of their respective Affiliates or any other person circumstance in connection with this Agreement (or any of the Transactions other than the payment by the Company of the Company Termination Fee pursuant to ‎Section 11.04(b) and the termination hereofother costs and expenses under ‎Section 11.04(c), the transactions contemplated hereby (and the abandonment thereof) or in no event shall any matter forming the basis for such termination, and (iv) none of Parent, Acquisition Sub, any of their respective Affiliates Merger Subsidiary or any other person shall member of the Parent Group seek, or permit to be entitled to bring or maintain sought, on behalf of any claimmember of the Parent Group, action or proceeding (whether at law, in equity, in contract, in tort or otherwise) against any monetary damages from any member of the Company Related Parties arising out of or Group in connection with this Agreement, Agreement or any of the transactions contemplated hereby or any matters forming Transactions, other than (without duplication) from the basis for such termination; provided, however, that nothing Company to the extent provided in this Section 8.4(a) shall limit the rights of Parent and Acquisition Sub under Section 9.10‎Section 11.04.