Common use of No Recourse; Sole Remedy Clause in Contracts

No Recourse; Sole Remedy. The Company acknowledges and agrees that the sole cash asset of Parent is cash in a de minimis amount and that no additional funds are expected to be contributed to Parent unless and until the Effective Time. The Guarantor shall not have any obligation or liability to any Person relating to, arising out of or in connection with the Merger Agreement, this Limited Guaranty, the Equity Financing Commitment or the transactions contemplated hereby or thereby other than as expressly set forth herein or in the Equity Financing Commitment. The Company acknowledges and agrees that it has no right of recovery against any former, current or future equity holder, controlling Person, director, officer, employee, agent, Affiliate, member, manager, management company, stockholder, financing source, general or limited partner or assignee of the Guarantor, Parent or Merger Sub or any former, current or future equity holder, controlling Person, director, officer, employee, agent, Affiliate, member, manager, management company, stockholder, financing source, general or limited partner or assignee of any of the foregoing, and any and all former, current or future heirs, executors, administrators, trustees, successors or assigns of any of the foregoing (any such Person, a “Non-Recourse Party”), whether by or through attempted piercing of the corporate, limited liability company or partnership veil, by or through a claim by or on behalf of Parent or Merger Sub against the Guarantor or any other Non-Recourse Party, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise, except for its rights (a) against the Guarantor under this Limited Guaranty, (b) under the Equity Financing Commitment, (c) against Parent and Merger Sub under the Merger Agreement and (d) under the Confidentiality Agreement. Recourse against the Guarantor under this Limited Guaranty shall be the sole and exclusive remedy of the Company and all of its Affiliates against the Guarantor and the Non-Recourse Parties in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby, other than any remedies available pursuant to the Merger Agreement, the Equity Financing Commitment or the Confidentiality Agreement. The Company hereby covenants and agrees that it shall not institute, and shall cause its Affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Merger Agreement, the Equity Financing Commitment or the transactions contemplated thereby, or in respect of any oral representations made or alleged to be made in connection therewith, against the Guarantor or any other Non-Recourse Party, except for (i) claims against Parent and/or Merger Sub under the Merger Agreement, (ii) claims against the Guarantor under this Limited Guaranty in accordance with its terms, (iii) the Company’s limited rights to cause enforcement of the Equity Financing Commitment pursuant to the terms thereof and the conditions in the Merger Agreement or (iv) claims by the Company for breach of the Confidentiality Agreement. Nothing set forth in this Limited Guaranty shall confer or give to any Person other than the Company any rights or remedies against the Guarantor, except as expressly set forth herein. The Company acknowledges that the Guarantor is agreeing to enter into this Limited Guaranty in reliance on the provisions set forth in this Section 3. This Section 3 shall survive termination of this Limited Guaranty.

No Recourse; Sole Remedy. The Subject in all respects to Section 15, notwithstanding the fact that any Guarantor may be a partnership, by its acceptance of the benefits of this Guarantee, the Company acknowledges and agrees that the sole cash asset neither it nor any of Parent is cash in a de minimis amount and that no additional funds are expected to be contributed to Parent unless and until the Effective Time. The Guarantor shall not have any obligation its former, current or liability to any Person relating tofuture direct or indirect equity holders, arising out of controlling persons, stockholders, directors, officers, employees, members, managers, agents, affiliates, or in connection with the Merger Agreementassignees, this Limited Guaranty, the Equity Financing Commitment or the transactions contemplated hereby or thereby other than as expressly set forth herein or in the Equity Financing Commitment. The Company acknowledges and agrees that it has no right of recovery against any former, current or future direct or indirect equity holder, controlling Personperson, stockholder, general or limited partner, director, officer, employee, agent, Affiliate, member, manager, management companyagent, stockholderlender, financing sourceaffiliate or assignee of any of the foregoing (collectively, each of the foregoing, a “Company Related Party”), has any right of recovery pursuant to this Guarantee against, and no liability or obligation pursuant to this Guarantee will attach to, the former, current or future direct or indirect equity holders, controlling persons, stockholders, directors, officers, employees, members, managers, agents, affiliates, general or limited partner partners, or assignee assignees of the Guarantorany Guarantor or Parent, Parent or Merger Sub or any former, current or future direct or indirect equity holder, controlling Personperson, stockholder, director, officer, employee, agent, Affiliate, member, manager, management company, stockholder, financing source, general or limited partner partner, affiliate, agent, lender or assignee of any of the foregoingforegoing (collectively, and any and all former, current or future heirs, executors, administrators, trustees, successors or assigns of any each of the foregoing (any such Personforegoing, a “Non-Recourse Party”), whether based on contract, tort or strict liability, and whether by or through attempted piercing of the corporate, limited liability company corporate or partnership veil, by or through a claim claim, cause of action or proceeding by or on behalf of Parent or Merger Sub Sub, against the Guarantor or any other a Non-Recourse Party, Party by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwiseotherwise (each of such above-described legal, except for its rights equitable or other theories or sources of liability, a “Claim”). The Retained Claims (aas defined below) against the Guarantor under this Limited Guaranty, (b) under the Equity Financing Commitment, (c) against Parent and Merger Sub under the Merger Agreement and (d) under the Confidentiality Agreement. Recourse against the Guarantor under this Limited Guaranty shall will be the sole and exclusive remedy of the Company and all of its Affiliates any Company Related Party against the Guarantor Guarantors and the other Non-Recourse Parties in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby, other than any remedies available pursuant to the Merger Agreement, the Equity Financing Commitment or the Confidentiality Agreement. The Company hereby covenants and agrees that it shall not institute, and shall cause its Affiliates not to institute, any proceeding or bring any other claim arising underto, or in connection with, the Merger Agreement, the Equity Financing Commitment Letter, this Guarantee, the Confidentiality Agreement or any other agreement or other document entered into or delivered, or any other action taken, in connection with the transactions contemplated therebyTransactions (the “Transaction Documents”). Notwithstanding anything to the contrary in this Guarantee, each Guarantor acknowledges and agrees to, and nothing in this Guarantee will restrict, the Company’s rights against Parent and Merger Sub to specific performance to which it is entitled pursuant to the Merger Agreement, subject to the limitations set forth in the Merger Agreement and the Equity Commitment Letter. The Company hereby covenants and agrees not to institute or bring, and will cause the Company Related Parties not to institute or bring, any proceeding or any other claim arising pursuant to, or in connection with, the Transaction Documents or the Transactions against any Guarantor or any of the Non-Recourse Parties, except for (a) Parent’s and Merger Sub’s obligations under, and pursuant to the terms of, the Merger Agreement; (b) claims against such Guarantor or any of its successors and assigns (i) pursuant to this Guarantee (subject to such Guarantor’s Cap) or (ii) pursuant to the Equity Commitment Letter; and (c) claims against the Persons party to the Confidentiality Agreement in respect of the Confidentiality Agreement in accordance with the terms thereof (the claims described in clauses (a), (b) and (c) against any oral representations made of the Persons specified in clauses (a), (b) and (c) or alleged any of their respective permitted successors or assigns, collectively, the “Retained Claims”). Without limiting the foregoing, to be made the maximum extent permitted under applicable Law, the Company, on behalf of itself and the other Company Related Parties, hereby waives, releases and disclaims any and all Claims against all Non-Recourse Parties, including any Claims to avoid or disregard the entity form of any Guarantor or otherwise seek to impose any liability arising out of, related to or in connection therewithwith a Claim on any Guarantor, against the Guarantor Parent, Merger Sub or any other Non-Recourse Party, except whether a Claim is granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, and disclaims any reliance upon any Guarantor, Parent, Merger Sub or any other Non-Recourse Party with respect to the performance of this Guarantee or any representation or warranty made in, in connection with, or as an inducement to this Guarantee except, in each case, for (i) claims the Retained Claims. Notwithstanding anything to the contrary in this Guarantee, Guarantor acknowledges and agrees to, and nothing in this Guarantee will restrict, the Company’s rights against Parent and/or and Merger Sub under to damages or specific performance to which it is entitled pursuant to the Merger Agreement, (ii) claims against the Guarantor under this Limited Guaranty in accordance with its terms, (iii) the Company’s limited rights to cause enforcement of the Equity Financing Commitment pursuant subject to the terms thereof and the conditions in of the Merger Agreement or (iv) claims by the Company for breach of the Confidentiality Agreement. Nothing set forth in this Limited Guaranty shall Guarantee will affect, or be construed to affect, any liability of Parent or Merger Sub to the Company under the Merger Agreement or confer or give give, or will be construed to confer or give, to any Person other than the Company any rights or remedies against any Guarantor. Each Party covenants and agrees not to institute, and will cause the GuarantorCompany Related Parties and the Non-Recourse Parties, except as expressly set forth hereinapplicable, not to institute, any Claim asserting that this Guarantee or any part hereof (including this Section 4) is illegal, invalid or unenforceable. The Company acknowledges that the each Guarantor is agreeing to enter into this Limited Guaranty Guarantee in reliance on the provisions set forth in this Section 34, and each Guarantor acknowledges that the Company is agreeing to enter into the Merger Agreement in reliance on this Guarantee. For all purposes of this Guarantee, pursuit of a claim against a Person by the Company or any of its controlled Affiliates will be deemed to be a pursuit of a claim by the Company. A Person will be deemed to have pursued a claim against another Person if such first Person brings legal action against such other Person, adds such other Person to an existing Legal Proceeding, or otherwise asserts a legal claim of any nature against such other Person. This Section 3 shall 4 will survive termination of this Limited GuarantyGuarantee.

No Recourse; Sole Remedy. The Notwithstanding the fact that the Guarantor may be a partnership, by its acceptance of the benefits of this Guaranty, the Company acknowledges and agrees that the sole cash asset neither it nor any of Parent is cash in a de minimis amount and that no additional funds are expected to be contributed to Parent unless and until the Effective Time. The Guarantor shall not have any obligation its former, current or liability to any Person relating tofuture direct or indirect equity holders, arising out of controlling persons, stockholders, directors, officers, employees, members, managers, agents, affiliates, or in connection with the Merger Agreement, this Limited Guaranty, the Equity Financing Commitment or the transactions contemplated hereby or thereby other than as expressly set forth herein or in the Equity Financing Commitment. The Company acknowledges and agrees that it has no right of recovery against any former, current or future direct or indirect equity holder, controlling Personperson, stockholder, director, officer, employee, agent, Affiliate, member, manager, management company, stockholder, financing source, general or limited partner or assignee of the Guarantorpartner, Parent or Merger Sub or any formeraffiliate, current or future equity holder, controlling Person, director, officer, employee, agent, Affiliate, member, manager, management company, stockholder, financing source, general or limited partner agent or assignee of any of the foregoing, has any right of recovery under this Guaranty against, and any and all no liability under this Guaranty shall attach to, the former, current or future heirsdirect or indirect equity holders, executorscontrolling persons, administratorsstockholders, trusteesdirectors, successors officers, employees, members, managers, agents, affiliates, general or assigns limited partners or assignees of the Guarantor, of Parent, of Acquisition Sub or of any former, current or future direct or indirect equity holder, controlling person, stockholder, director, officer, employee, member, manager, general or limited partner, affiliate, agent or assignee of any of the foregoing (any such Personcollectively, a but not including the Guarantor, Parent or Acquisition Sub, each an “Non-Recourse PartyAffiliate”), whether based on contract, tort or strict liability, and whether by or through attempted piercing of the corporate, limited liability company corporate or partnership veil, by or through a claim by or on behalf of Parent or Merger Acquisition Sub against an Affiliate, the Guarantor Guarantor, Parent or any other Non-Recourse PartyAcquisition Sub (including a claim to enforce the Equity Commitment Letter), by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise). Other than pursuant to the Confidentiality Agreement, except for its rights (a) solely with respect to the parties thereto, recourse against the Guarantor under this Limited Guaranty, (b) under the Equity Financing Commitment, (c) against Parent and Merger Sub under the Merger Agreement and (d) under the Confidentiality Agreement. Recourse against the Guarantor under this Limited Guaranty shall be the sole and exclusive remedy of the Company and all of its Affiliates affiliates against the Guarantor and the Non-Recourse Parties any of its Affiliates (other than against Parent or Acquisition Sub) in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby, other than any remedies available pursuant to the Merger Agreement, the Equity Financing Commitment or the Confidentiality Agreement. The Company hereby covenants and agrees that it shall not institute, and shall cause its Affiliates respective affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Merger Agreement, the Equity Financing Commitment Agreement or the transactions contemplated thereby, or in respect of any oral representations made or alleged to be made in connection therewith, against the Guarantor or any of its Affiliates (other Non-Recourse Party, than against Parent or Acquisition Sub) except for (i) claims against Parent and/or Merger Sub under the Merger Agreement, (ii) claims against the Guarantor under this Limited Guaranty in accordance with its terms, (iii) for up to the Company’s limited rights to cause enforcement amount of the Equity Financing Commitment pursuant to the terms thereof Guaranteed Obligations and the conditions except for claims in the Merger Agreement or (iv) claims by the Company for breach respect of the Confidentiality AgreementAgreement solely with respect to the parties thereto. Nothing set forth in this Limited Guaranty shall affect or be construed to affect any liability of Parent or Acquisition Sub to the Company or shall confer or give or shall be construed to confer or give to any Person person other than the Company any rights or remedies against the Guarantor. The Guarantor hereby covenants and agrees that it shall not institute, except as expressly set forth hereinand shall cause its respective Affiliates not to institute, any proceeding asserting that this Guaranty is illegal, invalid or unenforceable in accordance with its terms. The Company acknowledges that the Guarantor is agreeing to enter into this Limited Guaranty in reliance on the provisions set forth in this Section 34, and the Guarantor acknowledges that the Company is agreeing to enter into the Merger Agreement in reliance on this Guaranty. For all purposes of this Guaranty, pursuit of a claim against a person by the Company or any of its controlled affiliates shall be deemed a pursuit of a claim by the Company. A person shall be deemed to have pursued a claim against another person if such first person brings legal action against such other person, adds such other person to an existing legal proceeding, or otherwise asserts a legal claim of any nature against such other person. This Section 3 4 shall survive termination of this Limited Guaranty.

No Recourse; Sole Remedy. The Notwithstanding the fact that the Guarantor may be a partnership, by its acceptance of the benefits of this Guaranty, the Company acknowledges and agrees that the sole cash asset neither it nor any of Parent is cash in a de minimis amount and that no additional funds are expected to be contributed to Parent unless and until the Effective Time. The Guarantor shall not have any obligation its former, current or liability to any Person relating tofuture direct or indirect equity holders, arising out of controlling persons, stockholders, directors, officers, employees, members, managers, agents, affiliates, or in connection with the Merger Agreement, this Limited Guaranty, the Equity Financing Commitment or the transactions contemplated hereby or thereby other than as expressly set forth herein or in the Equity Financing Commitment. The Company acknowledges and agrees that it has no right of recovery against any former, current or future direct or indirect equity holder, controlling Personperson, stockholder, director, officer, employee, agent, Affiliate, member, manager, management company, stockholder, financing source, general or limited partner or assignee of the Guarantorpartner, Parent or Merger Sub or any formeraffiliate, current or future equity holder, controlling Person, director, officer, employee, agent, Affiliate, member, manager, management company, stockholder, financing source, general or limited partner agent or assignee of any of the foregoing, has any right of recovery under this Guaranty against, and any and all no liability under this Guaranty shall attach to, the former, current or future heirsdirect or indirect equity holders, executorscontrolling persons, administratorsstockholders, trusteesdirectors, successors officers, employees, members, managers, agents, affiliates, general or assigns limited partners or assignees of the Guarantor, of Parent, of Purchaser or of any former, current or future direct or indirect equity holder, controlling person, stockholder, director, officer, employee, member, manager, general or limited partner, affiliate, agent or assignee of any of the foregoing (any such Personcollectively, a but not including the Guarantor, Parent or Purchaser, each an “Non-Recourse PartyAffiliate”), whether based on contract, tort or strict liability, and whether by or through attempted piercing of the corporate, limited liability company corporate or partnership veil, by or through a claim by or on behalf of Parent or Merger Sub Purchaser against an Affiliate, the Guarantor Guarantor, Parent or any other Non-Recourse PartyPurchaser, including a claim to enforce the Equity Financing Letter, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise, except for its rights . Other than (a) pursuant to the Confidentiality Agreement, solely with respect to the parties thereto and in accordance with the terms thereof (any claims arising under the Confidentiality Agreement, “Confidentiality Agreement Claims”) and (b) with respect to the right to seek specific performance of the Equity Financing Letter to the extent permitted by and in accordance with the terms and conditions of Section 11.16 of the Merger Agreement and the sixth and eighth sections of the Equity Financing Letter (any such claims for specific performance of the Equity Financing Letter under the Equity Financing Letter, the “EFL Claims”), recourse against the Guarantor under this Limited Guaranty, (b) under the Equity Financing Commitment, (c) against Parent and Merger Sub under the Merger Agreement and (d) under the Confidentiality Agreement. Recourse against the Guarantor under this Limited Guaranty shall be the sole and exclusive remedy of the Company and all of its Affiliates affiliates against the Guarantor and the Non-Recourse Parties any of its Affiliates (other than against Parent or Purchaser) in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby, other than any remedies available pursuant to . Guarantor acknowledges and agrees that the Merger Agreement, Company is an express third party beneficiary of the Equity Financing Commitment or Letter as and to the Confidentiality Agreementextent expressly set forth therein. The Company hereby covenants and agrees that it shall not institute, and shall cause its Affiliates respective controlled affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Merger Agreement, the Equity Financing Commitment Agreement or the transactions contemplated thereby, or in respect of any oral representations made or alleged to be made in connection therewith, against the Guarantor or any of its Affiliates (other Non-Recourse Party, than against Parent or Purchaser) except for (i) claims against Parent and/or Merger Sub the Guarantor under the Merger Agreementthis Guaranty, (ii) claims against the Guarantor under this Limited Guaranty in accordance with its terms, Confidentiality Agreement Claims and (iii) the Company’s limited rights to cause enforcement of the Equity Financing Commitment pursuant to the terms thereof and the conditions in the Merger Agreement or (iv) claims by the Company for breach of the Confidentiality AgreementEFL Claims. Nothing set forth in this Limited Guaranty shall affect or be construed to affect any liability of Parent or Purchaser to the Company or shall confer or give or shall be construed to confer or give to any Person other than the Company any rights or remedies against the Guarantor. The Guarantor hereby covenants and agrees that it shall not institute, except as expressly set forth hereinand shall cause its respective Affiliates not to institute, any proceeding asserting that this Guaranty is illegal, invalid or unenforceable in accordance with its terms. The Company acknowledges that the Guarantor is agreeing to enter into this Limited Guaranty in reliance on the provisions set forth in this Section 34, and the Guarantor acknowledges that the Company is agreeing to enter into the Merger Agreement in reliance on this Guaranty. For all purposes of this Guaranty, pursuit of a claim against a Person by the Company or any of its stockholders or affiliates shall be deemed a pursuit of a claim by the Company. A Person shall be deemed to have pursued a claim against another Person if such first Person brings legal action against such other Person, adds such other Person to an existing legal proceeding, or otherwise asserts a legal claim of any nature against such other Person. This Section 3 4 shall survive termination of this Limited Guaranty.

No Recourse; Sole Remedy. The Notwithstanding anything that may be expressed or implied in this Guaranty or any document or instrument delivered in connection herewith or the fact that the Guarantor may be a partnership, by its acceptance of the benefits of this Guaranty, the Company acknowledges and agrees that the sole cash asset of Parent is cash in a de minimis amount and that (a) no additional funds are expected to be contributed to Parent unless and until the Effective Time. The Person other than Guarantor shall not have has any liability, obligation or liability commitment of any nature, known or unknown, whether due or to become due, absolute, contingent or otherwise, hereunder and (b) neither the Company nor any Person relating to, arising out of its Affiliates has any right of recovery under this Guaranty or under any document or instrument delivered in connection with the Merger Agreementherewith, this Limited Guarantyor for any claim based on, the Equity Financing Commitment in respect of, or by reason of, such obligations or their creation, the transactions contemplated hereby or thereby in respect of any oral representations made or alleged to be made in connection herewith, against, and no personal liability whatsoever will attach to, be imposed upon or be incurred by, any Person (other than as expressly set forth herein or in the Equity Financing Commitment. The Company acknowledges and agrees that it has no right of recovery against Guarantor), including any former, current or future equity holder, controlling Person, director, officer, employee, agent, AffiliateAffiliate (other than any delegee permitted under Section 14 hereof), member, manager, management company, stockholder, financing source, manager or general or limited partner or assignee of the Guarantor, Parent or Merger Sub or any former, current or future equity holder, controlling Person, director, officer, employee, agent, Affiliategeneral or limited partner, member, manager, management company, stockholder, financing source, general Affiliate (other than any delegee permitted under Section 14 hereof) or limited partner or assignee of any of the foregoing, and any and all former, current or future heirs, executors, administrators, trustees, successors or assigns agent of any of the foregoing (any such Personcollectively, but not including Parent or Merger Sub, each a “Non-Recourse Party”), whether based on contract, tort, strict liability or otherwise, and whether by or through attempted piercing of the corporate, limited liability company corporate or partnership veil, by or through a claim by or on behalf of Parent or Merger Sub or otherwise, against the Guarantor any Parent Party or any other Non-Recourse PartyParty (including a claim to enforce the Equity Financing Commitment), by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Applicable Law, or otherwise. The Company acknowledges and agrees that the sole and exclusive direct or indirect remedies of the Company and its Affiliates against any Parent Party or any Non-Recourse Party relating to or arising out of the transactions contemplated by the Merger Agreement, except any agreement executed in connection therewith, including this Guaranty and the Equity Financing Commitment, or the transactions contemplated hereby or thereby will be limited to (i) claims against Parent or Merger Sub pursuant to the Merger Agreement for its rights the remedies under the Merger Agreement, but subject to the limitations therein, (aii) claims against the Guarantor under this Limited GuarantyGuaranty for any of the Guaranteed Obligations, but subject to the limitations herein, (biii) under the Equity Financing Commitment, (c) against Parent and Merger Sub under the Merger Agreement and (d) under the Confidentiality Agreement. Recourse against the Guarantor under this Limited Guaranty shall be the sole and exclusive remedy of claims by the Company and all of its Affiliates against the Guarantor and the Non-Recourse Parties in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby, other than any remedies available pursuant to the Merger Agreement, specifically enforce the Equity Financing Commitment or in accordance with its terms, but only to the extent expressly set forth therein, and (iv) claims against Xxxxxxxxxxx Partners, L.P. under the Confidentiality Agreement. The Company hereby covenants and agrees that it shall will not institute, and shall will cause (x) its controlled Affiliates and (y) its other Affiliates that are acting on its behalf or at its direction (collectively, the “Company Related Parties”) not to institute, directly or indirectly, any proceeding or bring any other claim arising under, or in connection with, the Merger Agreement, the Equity Financing Commitment agreements executed in connection therewith or the transactions contemplated thereby, or in respect of against any oral representations made or alleged to be made in connection therewith, against the Guarantor Parent Party or any other Non-Recourse Party, except for (i) claims against Parent and/or or Merger Sub pursuant to the Merger Agreement for the remedies under the Merger Agreement, but subject to the limitations therein, (ii) claims against the Guarantor under this Limited Guaranty for any of the Guaranteed Obligations, but subject to the limitations herein, (iii) claims by the Company to specifically enforce the Equity Financing Commitment in accordance with its terms, (iii) the Company’s limited rights to cause enforcement of the Equity Financing Commitment pursuant but only to the terms thereof extent expressly set forth therein, and the conditions in the Merger Agreement or (iv) claims by the Company for breach of against Xxxxxxxxxxx Partners, L.P. under the Confidentiality Agreement. Nothing set forth The Guarantor hereby covenants and agrees that it will not institute, and will cause its Affiliates not to institute, directly or indirectly, any proceeding or bring any other claim asserting that this Guaranty is illegal, invalid or unenforceable in this Limited Guaranty shall confer or give to any Person accordance with its terms, other than by reason of fraud by the Company any rights or remedies against the Guarantor, except as expressly set forth hereinCompany. The Company acknowledges that the Guarantor is agreeing to enter into this Limited Guaranty in reliance on the provisions set forth in this Section 34, and the Guarantor acknowledges that the Company is agreeing to enter into the Merger Agreement in reliance on this Guaranty. For all purposes of this Guaranty, pursuit of a claim against a Person by the Company or any of the Company Related Parties will be deemed a pursuit of a claim by the Company. A Person will be deemed to have pursued a claim against another Person if such first Person brings legal action against such other Person, adds such other Person to an existing legal proceeding, or otherwise asserts a legal claim of any nature against such other Person. Nothing set forth in this Guaranty will confer, give or be construed to give to any Person other than the Guarantor and the Company any rights or remedies against any Person, including the Guarantor. The Company acknowledges and agrees that Parent has no assets other than certain contract rights and that no additional funds are expected to be contributed to Parent except at the Closing and then only on the terms and subject to the conditions set forth in the Equity Financing Commitment. This Section 3 shall 4 will survive termination of this Limited Guaranty.