Common use of Sole and Exclusive Remedy Clause in Contracts

Sole and Exclusive Remedy. Except in the event of fraud or any Willful Breach of any representation, warranty or covenant or agreement contained herein, if this Agreement is validly terminated pursuant to Section 8.1, Parent’s receipt of the Termination Fee to the extent owed pursuant to Section 8.3(b) and any amounts owed pursuant to Section 8.3(d), and Parent’s right to seek specific performance pursuant to Section 9.10 (subject to the limitations set forth in Section 9.10), will be the sole and exclusive remedies of Parent and Merger Sub against (A) the Company and its Subsidiaries; and (B) the former, current and future holders of any equity, controlling persons, Representatives, Affiliates, members, managers, general or limited partners, stockholders, directors, officers, employees, agents, attorneys and assignees of each of the Company, its Subsidiaries and each of their respective Affiliates and former, current and future holders of any equity, controlling persons, Representatives, Affiliates, members, managers, general or limited partners, stockholders, directors, officers, employees, agents, attorneys and assignees of each of the foregoing (the Persons in clauses (A) and (B) collectively, the “Company Related Parties”) in respect of this Agreement and the Transactions. Except in the event of fraud or any Willful Breach of any representation, warranty or covenant or agreement contained herein, upon payment of the Termination Fee to Parent or its designee, none of the Company Related Parties will have any further monetary liability or obligation to (A) Parent or Merger Sub; or (B) the former, current and future direct or indirect holders of any equity, controlling persons, Representatives, Affiliates (other than Parent or Merger Sub), members, managers, general or limited partners, stockholders and assignees of each of Parent and Merger Sub (the Persons in clauses (A) and (B) collectively, the “Parent Related Parties”) relating to or arising out of this Agreement or the Transactions (except that the Company and its Subsidiaries (or their Affiliates) will remain obligated with respect to, and Parent and Merger Sub may be entitled to remedies with respect to, the Confidentiality Agreement, Section 8.3(a) (with respect to the expenses of the Company) and Section 8.3(d), as applicable.

Sole and Exclusive Remedy. Except in the event of fraud or any Willful Breach of any representation, warranty or covenant or agreement contained herein, if (i) If this Agreement is validly terminated pursuant to Section 8.17.1, Parentthe Company’s receipt of the Parent Termination Fee to the extent owed pursuant to Section 8.3(b) and any amounts owed pursuant to Section 8.3(d7.3(c), the Parent Reimbursement Obligations, if any, and Parentthe Company’s right to seek specific performance pursuant to Section 9.10 (subject to the limitations set forth in Section 9.10), 9.12(b) will be the sole and exclusive remedies of the Company and the Company Related Parties against the Parent Related Parties in respect of this Agreement, any agreement executed in connection herewith and the transactions contemplated hereby and thereby, the termination of this Agreement, the failure to consummate the Merger Sub against or any claims or actions under applicable Law arising out of any breach, termination or failure. Upon payment of the Parent Termination Fee, none of the Parent Related Parties will have any further liability or obligation to any of (A) the Company and its SubsidiariesAffiliates; and (B) the former, current and future holders of any equity, controlling persons, Representativesdirectors, officers, employees, agents, attorneys, Affiliates, members, managers, general or limited partners, stockholders, directors, officers, employees, agents, attorneys stockholders and assignees of each of the Company, Company and its Subsidiaries and each of their respective Affiliates and former, current and future holders of any equity, controlling persons, Representatives, Affiliates, members, managers, general or limited partners, stockholders, directors, officers, employees, agents, attorneys and assignees of each of the foregoing (the Persons in clauses (A) and (B) collectively, the “Company Related Parties”) in respect relating to or arising out of this Agreement, any agreement executed in connection herewith or the transactions contemplated hereby and thereby for any matters forming the basis of such termination (except that the Parties (or their Affiliates) will remain obligated with respect to, and the Company may be entitled to remedies with respect to, the Confidentiality Agreement and Section 7.3(e), as applicable). Notwithstanding the Transactions. Except in foregoing, this Section 7.3(f)(i) will not relieve the event of Parent or Merger Sub from liability for (1) any fraud or Willful Breach of this Agreement, or (2) any breaches of the Confidentiality Agreement; provided that under no circumstances will the collective monetary damages payable by the Parent, Merger Sub or any of their Affiliates for breaches (including any Willful Breach of any representation, warranty or covenant or agreement contained herein, upon fraud) under this Agreement (taking into account the payment of the Parent Termination Fee pursuant to this Agreement) exceed an amount equal to $24,258,870 in the aggregate plus the Enforcement Expenses, if any, and the Parent or its designeeReimbursement Obligations, none if any (collectively, the “Parent Liability Limitation”). In no event will any of the Company Related Parties seek or obtain, nor will have they permit any further of their Representatives or any other Person acting on their behalf to seek or obtain, nor will any Person be entitled to seek or obtain, any monetary liability recovery or obligation to award in excess of the Parent Liability Limitation against (A) the Parent or Merger Sub; or (B) the former, current and future direct or indirect holders of any equity, controlling persons, Representativesdirectors, officers, employees, agents, attorneys, Debt Financing Sources Related Parties, Affiliates (other than the Parent or Merger Sub), members, managers, general or limited partners, stockholders and assignees of each of the Parent and Merger Sub (the Persons in clauses (A) and (B) collectively, the “Parent Related Parties”) ), and in no event will any Company Related Party be entitled to seek or obtain any monetary damages of any kind, including consequential, special, indirect or punitive damages, in excess of the Parent Liability Limitation against the Parent Related Parties for, or with respect to, this Agreement or the transactions contemplated hereby (including, any breach by the Parent or Merger Sub), the termination of this Agreement, the failure to consummate the Merger or any claims or actions under applicable Law arising out of any such breach, termination or failure. Other than the obligations of the Parent and Merger Sub to the extent expressly provided in this Agreement, in no event will any Parent Related Party or any other Person have any liability for monetary damages to the Company or any other Person relating to or arising out of this Agreement or the Transactions (except that the Company and its Subsidiaries (or their Affiliates) will remain obligated with respect to, and Parent and Merger Sub may be entitled to remedies with respect to, the Confidentiality Agreement, Section 8.3(a) (with respect to the expenses of the Company) and Section 8.3(d), as applicableMerger.

Sole and Exclusive Remedy. Except in the event of fraud or any Willful Breach of any representation, warranty or covenant or agreement contained herein, if (i) If this Agreement is validly terminated pursuant to Section 8.19.1, ParentXxxxxx’s receipt of the Termination Fee Reimbursement Payment and any other amount to the extent owed pursuant to Section 8.3(b) and any amounts owed pursuant to Section 8.3(d), 9.2 and Parent’s right to seek specific performance pursuant to Section 9.10 (subject to the limitations set forth in Section 9.10), 10.7 will be the sole and exclusive remedies of (x) Parent and Merger Acquirer Sub and (y) the former, current and future holders of any equity, controlling persons, directors, officers, employees, agents, attorneys, Affiliates (other than Parent or Acquirer Sub), members, managers, general or limited partners, stockholders and assignees of each of Parent and Acquirer Sub (the Persons in clauses (x) and (y) collectively, the “Parent Related Parties”) against any of (A) the Company and its SubsidiariesAffiliates; and (B) the former, current and future holders of any equity, controlling persons, Representativesdirectors, officers, employees, agents, attorneys, Affiliates, members, managers, general or limited partners, stockholders, directors, officers, employees, agents, attorneys stockholders and assignees of each of the Company, Company and its Subsidiaries and each of their respective Affiliates and former, current and future holders of any equity, controlling persons, Representatives, Affiliates, members, managers, general or limited partners, stockholders, directors, officers, employees, agents, attorneys and assignees of each of the foregoing (the Persons in clauses (A) and (B) collectively, the “Company Related Parties”) in respect of this Agreement Agreement, the Transactions, any agreement executed in connection herewith and the Transactions. Except in transactions contemplated hereby and thereby, the event termination of fraud this Agreement, the failure to consummate the Transactions or any Willful Breach claims or actions under applicable Laws arising out of any representationbreach, warranty termination or covenant failure. Parent’s receipt (or the receipt by such other Person as Parent may designate) of the Reimbursement Payment and any other amount to the extent owed pursuant to Section 9.2 will be the only monetary damages the Parent Related Parties may recover from Company Related Parties in respect of this Agreement, any agreement contained hereinexecuted in connection herewith and the transactions contemplated hereby and thereby, the termination of this Agreement, the failure to consummate the Transactions or any claims or actions under applicable Laws arising out of any such breach, termination or failure, and upon payment of the Termination Fee to Parent or its designeesuch amount, (A) none of the Company Related Parties will have any further monetary liability or obligation to (A) Parent or Merger Sub; or (B) any of the former, current and future direct or indirect holders of any equity, controlling persons, Representatives, Affiliates (other than Parent or Merger Sub), members, managers, general or limited partners, stockholders and assignees of each of Parent and Merger Sub (the Persons in clauses (A) and (B) collectively, the “Parent Related Parties”) Parties relating to or arising out of this Agreement Agreement, any agreement executed in connection herewith or the Transactions transactions contemplated hereby and thereby or any matters forming the basis of such termination (except that the Company and its Subsidiaries Parties (or their respective Affiliates) will remain obligated with respect to, and Parent and Merger Sub may be entitled to remedies with respect to, the Confidentiality Agreement, Section 8.3(a) (with respect to the expenses of the Company) Agreement and Section 8.3(d9.1(c), as applicable); and (B) none of Parent, Acquirer Sub or any other Person will be entitled to bring or maintain any Law against any Company Related Party arising out of this Agreement, the Transactions, any agreement executed in connection herewith or the transactions contemplated hereby and thereby or any matters forming the basis for such termination. Notwithstanding the foregoing, this Section 9.2(h)(i) will not relieve the Company from liability (I) for any Willful Breach of this Agreement or (II) for any breaches of the Confidentiality Agreement.

Sole and Exclusive Remedy. Except (i) Subject to the Company’s right to specific performance set forth in Section 8.12 (and notwithstanding anything to the event contrary in Section 7.2) and the rights of fraud or any Willful Breach the Company to enforce the Equity Commitment Letter and the Guaranty, (A) the Company’s right to receive payment of any representation, warranty or covenant or agreement contained herein, if this Agreement is validly terminated the Parent Termination Fee pursuant to Section 8.17.3(b) (including, Parent’s receipt for the avoidance of doubt, from the Termination Fee to the extent owed Guarantors pursuant to Section 8.3(b) and any amounts owed pursuant to Section 8.3(d)their respective obligations under the Guaranty, and Parent’s right to seek specific performance pursuant to Section 9.10 (subject to the limitations set forth in Section 9.10), will contained therein) shall be the sole and exclusive remedies of Parent and Merger Sub against remedy (A) the Company and its Subsidiaries; and (B) the formerwhether at law, current and future holders of any in equity, controlling personsin contract, Representatives, Affiliates, members, managers, general in tort or limited partners, stockholders, directors, officers, employees, agents, attorneys and assignees of each otherwise) of the Company, its Subsidiaries and each of its and their respective Affiliates against Parent, Merger Sub and any former, current and or future holders of any equitydirect or indirect equity holder, controlling persons, Representatives, Affiliates, members, managersPerson, general or limited partnerspartner, stockholdersstockholder, directorsmember, officersmanager, employeesdirector, agentsofficer, attorneys employee, agent, Affiliate, assignee, representative or Debt Financing Source of Parent or Merger Sub (any such Person, other than Parent and assignees of each Merger Sub, a “Parent Recourse Related Party”) for any damages suffered as a result of the foregoing (failure of the Persons transactions contemplated by this Agreement to be consummated, whether at law or equity, in clauses (A) contract, in tort or otherwise, and (B) collectivelyexcept (1) as provided in the immediately foregoing clause (A), (2) for the “Company Related Parties”obligations of Xxxxxxx Advisors (UK) in respect Ltd. under the Confidentiality Agreement, (3) the obligations of this Agreement the Guarantors under the Guaranty and the Transactions. Except in Equity Commitment Letter, and (4) for the event reimbursement obligations of fraud or any Willful Breach Parent pursuant to Section 5.14(c) and the indemnification obligations of any representation, warranty or covenant or agreement contained herein, upon payment of the Termination Fee Parent pursuant to Parent or its designeeSection 5.14(e), none of the Company Parent Recourse Related Parties will have any further monetary liability or obligation to (A) Parent the Company or Merger Sub; or (B) the former, current and future direct or indirect holders any of any equity, controlling persons, Representatives, its Affiliates (other than Parent or Merger Sub), members, managers, general or limited partners, stockholders and assignees of each of Parent and Merger Sub (the Persons in clauses (A) and (B) collectively, the “Parent Related Parties”) relating to or arising out of this Agreement Agreement, the Equity Commitment Letter (except, for the avoidance of doubt, for the Guarantors’ obligations under the Equity Commitment Letter, subject to the limitations contained therein), the Guaranty (except, for the avoidance of doubt, for the Guarantors’ obligations under the Guaranty, subject to the limitations contained therein), the Debt Financing Commitment Letter or in respect of any other document or theory of law or equity or in respect of any oral representations made or alleged to be made in connection herewith or therewith, whether at law or equity, in contract, in tort or otherwise. The parties acknowledge and agree that in no event will Parent or the Transactions (except that Guarantors be required to pay the Parent Termination Fee on more than one occasion. For the avoidance of doubt, while the Company may pursue both a grant of specific performance under Section 8.12 and its Subsidiaries (or their Affiliates) will remain obligated with respect to, and Parent and Merger Sub may be entitled to remedies with respect to, the Confidentiality Agreement, Section 8.3(a) (with respect to the expenses payment of the Company) and Parent Termination Fee under this Section 8.3(d)7.3, as applicable, under no circumstances shall the Company be permitted or entitled to receive both a grant of specific performance and the payment of the Parent Termination Fee.

Sole and Exclusive Remedy. Except in the event of fraud or any Willful Breach of any representation, warranty or covenant or agreement contained herein, if (i) If this Agreement is validly terminated pursuant to Section 8.1, Parentthe Company’s receipt of the Parent Termination Fee to the extent owed pursuant to Section 8.3(b8.3(c) (including the Company’s right to enforce the Guaranty with respect thereto and any amounts owed pursuant to Section 8.3(dreceive the Parent Termination Fee from Guarantor), the Reimbursement Obligations and Parentthe Company’s right to seek specific performance pursuant to Section 9.10 (subject to the limitations set forth in Section 9.10), 9.8 will be the sole and exclusive remedies of the Company and the Company Related Parties against the Parent Related Parties in respect of this Agreement, any agreement executed in connection herewith and the transactions contemplated hereby and thereby, the termination of this Agreement, the failure to consummate the Merger Sub against or any claims or actions under applicable Law arising out of any breach, termination or failure. Upon Payment of the Parent Termination Fee, none of the Parent Related Parties will have any further liability or obligation to any of (A) the Company and its SubsidiariesAffiliates; and (B) the former, current and future holders of any equity, controlling persons, Representativesdirectors, officers, employees, agents, attorneys, Affiliates, members, managers, general or limited partners, stockholders, directors, officers, employees, agents, attorneys stockholders and assignees of each of the Company, Company and its Subsidiaries and each of their respective Affiliates and former, current and future holders of any equity, controlling persons, Representatives, Affiliates, members, managers, general or limited partners, stockholders, directors, officers, employees, agents, attorneys and assignees of each of the foregoing (the Persons in clauses (A) and (B) collectively, the “Company Related Parties”) in respect relating to or arising out of this Agreement, any agreement executed in connection herewith or the transactions contemplated hereby and thereby for any matters forming the basis of such termination (except that the Parties (or their Affiliates) will remain obligated with respect to, and the Company may be entitled to remedies with respect to, the Confidentiality Agreement and Section 8.3(e), as applicable). Notwithstanding the Transactions. Except in the event of fraud foregoing, this Section 8.3(f)(i) will not relieve Parent, Merger Sub or Guarantor from liability (1) for any Willful Breach of this Agreement or (2) for any representationbreaches of the Confidentiality Agreement; provided that under no circumstances will the collective monetary damages payable by Parent, warranty Merger Sub or covenant or agreement contained herein, upon any of their Affiliates for breaches (including any Willful Breach) under this Agreement (taking into account the payment of the Parent Termination Fee pursuant to this Agreement), the Guaranty or the Equity Commitment Letter exceed an amount equal to $136,857,000 plus the Enforcement Expenses and the Reimbursement Obligations in the aggregate for all such breaches (the “Parent or its designee, none Liability Limitation”). In no event will any of the Company Related Parties seek or obtain, nor will have they permit any further of their Representatives or any other Person acting on their behalf to seek or obtain, nor will any Person be entitled to seek or obtain, any monetary liability recovery or obligation to award in excess of the Parent Liability Limitation against (A) Parent Parent, Merger Sub or Merger Subthe Guarantor; or (B) the former, current and future direct or indirect holders of any equity, controlling persons, Representativesdirectors, officers, employees, agents, attorneys, Financing Sources, Affiliates (other than Parent Parent, Merger Sub or Merger Subthe Guarantor), members, managers, general or limited partners, stockholders and assignees of each of Parent and Parent, Merger Sub and the Guarantor (the Persons in clauses (A) and (B) collectively, the “Parent Related Parties”) ), and in no event will the Company be entitled to seek or obtain any monetary damages of any kind, including consequential, special, indirect or punitive damages, in excess of the Parent Liability Limitation against the Parent Related Parties for, or with respect to, this Agreement, the Equity Commitment Letter, the Guaranty or the transactions contemplated hereby and thereby (including, any breach by the Guarantor, Parent or Merger Sub), the termination of this Agreement, the failure to consummate the Merger or any claims or actions under applicable Law arising out of any such breach, termination or failure; provided that the foregoing shall not preclude any liability of the Financing Sources to the Company, Parent or Merger Sub under the definitive agreements relating to the Debt Financing, nor limit the Company, Parent or Merger Sub from seeking to recover any such damages or obtain equitable relief from or with respect to any Financing Source pursuant to the definitive agreements relating to the Debt Financing. Other than the Guarantor’s obligations under the Guaranty and the Equity Commitment Letter and other than the obligations of Parent and Merger Sub to the extent expressly provided in this Agreement, in no event will any Parent Related Party or any other Person other than the Guarantor, Parent and Merger Sub have any liability for monetary damages to the Company or any other Person relating to or arising out of this Agreement or the Transactions (except that the Company and its Subsidiaries (or their Affiliates) will remain obligated with respect to, and Parent and Merger Sub may be entitled to remedies with respect to, the Confidentiality Agreement, Section 8.3(a) (with respect to the expenses of the Company) and Section 8.3(d), as applicableMerger.

Sole and Exclusive Remedy. Except (i) Under no circumstances will the collective monetary damages payable by the Buyer Parties or any of their Affiliates for breaches under this Agreement, the Guarantee or the Equity Commitment Letter exceed an amount equal to $156,674,686 plus the Reimbursement Obligations in the aggregate for all such breaches (the “Parent Liability Limitation”). In no event will any of fraud the Company Related Parties seek or obtain, nor will they permit any of their Representatives or any Willful Breach of other Person acting on their behalf to seek or obtain, nor will any representationPerson be entitled to seek or obtain, warranty any monetary recovery or covenant or agreement contained herein, if this Agreement is validly terminated pursuant to Section 8.1, Parent’s receipt monetary award in excess of the Termination Fee to the extent owed pursuant to Section 8.3(b) and any amounts owed pursuant to Section 8.3(d), and Parent’s right to seek specific performance pursuant to Section 9.10 (subject to the limitations set forth in Section 9.10), will be the sole and exclusive remedies of Parent and Merger Sub Liability Limitation against (A) the Company and its SubsidiariesBuyer Parties or the Guarantor; and or (B) the former, current and future holders of any equity, controlling persons, Representatives, Affiliates, members, managers, general or limited partners, stockholders, directors, officers, employees, agents, attorneys and assignees of each of the Companyattorneys, its Subsidiaries and each of their respective Affiliates and former, current and future holders of any equity, controlling persons, Representatives, Affiliates, members, managers, general or limited partners, stockholders, directors, officers, employees, agents, attorneys and assignees of each of the foregoing (the Persons in clauses (A) and (B) collectively, the “Company Related Parties”) in respect of this Agreement and the Transactions. Except in the event of fraud or any Willful Breach of any representation, warranty or covenant or agreement contained herein, upon payment of the Termination Fee to Parent or its designee, none of the Company Related Parties will have any further monetary liability or obligation to (A) Parent or Merger Sub; or (B) the former, current and future direct or indirect holders of any equity, controlling persons, RepresentativesFinancing Sources, Affiliates (other than Parent the Buyer Parties or Merger Subthe Guarantor), members, managers, general or limited partners, stockholders and assignees of each of Parent the Buyer Parties and Merger Sub the Guarantor (the Persons in clauses (A) and (B) collectively, the “Parent Related Parties”) ), and in no event will the Company Group be entitled to seek or obtain any monetary damages of any kind, including consequential, special, indirect or punitive damages, in excess of the Parent Liability Limitation against the Parent Related Parties for, or with respect to, this Agreement, the Equity Commitment Letter, the Guarantee or the transactions contemplated hereby and thereby (including any breach by the Guarantor or the Buyer Parties), the termination of this Agreement, the failure to consummate the Merger or any claims or actions under applicable law arising out of any such breach, termination or failure; provided that the foregoing shall not preclude any liability of the Financing Sources to the Company or the Buyer Parties under the definitive agreements relating to the Debt Financing, nor limit the Company or the Buyer Parties from seeking to recover any such damages or obtain equitable relief from or with respect to any Financing Source pursuant to the definitive agreements relating to the Debt Financing. Other than the Guarantor’s obligations under the Guarantee and the Equity Commitment Letter and other than the Buyer Parties’ obligations under this Agreement, in no event will any Parent Related Party or any other Person other than the Guarantor and the Buyer Parties have any liability for monetary damages to the Company or any other Person relating to or arising out of this Agreement or the Transactions (except that the Company and its Subsidiaries (or their Affiliates) will remain obligated with respect to, and Parent and Merger Sub may be entitled to remedies with respect to, the Confidentiality Agreement, Section 8.3(a) (with respect to the expenses of the Company) and Section 8.3(d), as applicableMerger.

Sole and Exclusive Remedy. Except in the event of fraud or any Willful Breach of any representation, warranty or covenant or agreement contained herein, if this Agreement is validly terminated pursuant to Section 8.1, (i) Parent’s receipt of the Cause Termination Fee or the Non-Cause Termination Fee, as applicable and to the extent owed pursuant to Section 8.3(b) 10.4 (and any amounts other payments owed pursuant to this Section 8.3(d), and Parent’s right to seek specific performance pursuant to Section 9.10 (subject to the limitations set forth in Section 9.10), 10.4) will be the sole and exclusive remedies of only monetary damages that Parent and Merger Sub against and each of their respective Affiliates may recover from (A) the Company Group and its SubsidiariesAffiliates; and (B) the former, current and future holders of any equity, controlling persons, Representativesdirectors, officers, employees, agents, attorneys, Affiliates, members, managers, general or limited partners, stockholders, directors, officers, employees, agents, attorneys stockholders and assignees of each of the Company, Company Group and its Subsidiaries and each of their respective Affiliates and former, current and future holders of any equity, controlling persons, Representatives, Affiliates, members, managers, general or limited partners, stockholders, directors, officers, employees, agents, attorneys and assignees of each of the foregoing (the Persons in clauses (A) and (B) collectively, the “Company Related Parties”) in respect of this Agreement Agreement, any agreement executed in connection herewith and the Transactions. Except in transactions contemplated hereby and thereby, the event termination of fraud this Agreement, the failure to consummate the Merger or any Willful Breach claims or actions under applicable Law arising out of any representationsuch breach, warranty termination or covenant or agreement contained hereinfailure, and upon payment of the Termination Fee to Parent or its designeesuch amount, (1) none of the Company Related Parties will have any further monetary liability or obligation to (A) Parent or Merger Sub; Sub or (B) the former, current and future direct or indirect holders of any equity, controlling persons, Representatives, their Affiliates (other than Parent or Merger Sub), members, managers, general or limited partners, stockholders and assignees of each of Parent and Merger Sub (the Persons in clauses (A) and (B) collectively, the “Parent Related Parties”) relating to or arising out of this Agreement Agreement, any agreement executed in connection herewith or the Transactions transactions contemplated hereby and thereby or any matters forming the basis of such termination (except that the Company and its Subsidiaries Parties (or their Affiliates) will remain obligated with respect to, and Parent and Merger Sub may be entitled to remedies with respect to, the Confidentiality Agreement and Section 10.4); and (2) none of Parent, Merger Sub or any other Person will be entitled to bring or maintain any claim, action or proceeding against the Company or any Company Related Party arising out of this Agreement, Section 8.3(aany agreement executed in connection herewith or the transactions contemplated hereby and thereby or any matters forming the basis for such termination (except that the Parties (or their Affiliates) (will remain obligated with respect to, and Parent and Merger Sub may be entitled to remedies with respect to, the expenses of the Company) Confidentiality Agreement and Section 8.3(d10.4). Under no circumstances will the collective monetary damages payable by the Company for breaches under this Agreement exceed, as applicable, the Cause Termination Fee or the Non-Cause Termination Fee in the aggregate for all such breaches (plus any payments owed pursuant to Section 10.4) (the “Company Liability Limitation”). In no event will any of the Parent Related Parties seek or obtain, nor will they permit any of their Representatives or any other Person acting on their behalf to seek or obtain, nor will any Person be entitled to seek or obtain, any monetary recovery or award in excess of the Company Liability Limitation against any of the Company Related Parties, and in no event will Parent or Merger Sub or their Affiliates be entitled to seek or obtain any monetary damages of any kind, including consequential, special, indirect or punitive damages, in excess of the Company Liability Limitation against the Company Related Parties for, or with respect to, this Agreement or the Merger, the termination of this Agreement, the failure to consummate the Merger or any claims or actions under applicable Law arising out of any such breach, termination or failure.

Sole and Exclusive Remedy. Except (i) Under no circumstances will the collective monetary damages payable by Parent, Merger Sub or any of their Affiliates for breaches under this Agreement, the Limited Guarantee or the Equity Commitment Letter, taking into account the payment of the Parent Termination Fee, the Reimbursement Obligations and the Fee Enforcement Expenses pursuant to this Agreement and the Enforcement Expenses (as defined in the event Limited Guarantee), exceed the aggregate amount of fraud $51,000,000 (the “Parent Liability Limitation”). Other than for any breach by Parent, Merger Sub or any Willful Breach of any representation, warranty or covenant or agreement contained herein, if this Agreement is validly terminated pursuant to Section 8.1, Parent’s receipt their Affiliates of the Termination Fee to Confidentiality Agreement, in no event will any of the extent owed pursuant to Section 8.3(b) and Company Related Parties seek or obtain, nor will they permit any amounts owed pursuant to Section 8.3(d), and Parent’s right of their Representatives or any other Person acting on their behalf to seek specific performance pursuant or obtain, nor will any Person be entitled to Section 9.10 (subject to seek or obtain, any monetary recovery or monetary award in excess of the limitations set forth in Section 9.10), will be the sole and exclusive remedies of Parent and Merger Sub Liability Limitation against (A) Parent, Merger Sub or the Company and its SubsidiariesGuarantor; and or (B) the former, current and future holders of any equity, controlling persons, Representatives, Affiliates, members, managers, general or limited partners, stockholders, directors, officers, employees, agents, attorneys and assignees of each of the Companyattorneys, its Subsidiaries and each of their respective Affiliates and former, current and future holders of any equity, controlling persons, Representatives, Affiliates, members, managers, general or limited partners, stockholders, directors, officers, employees, agents, attorneys and assignees of each of the foregoing (the Persons in clauses (A) and (B) collectively, the “Company Related Parties”) in respect of this Agreement and the Transactions. Except in the event of fraud or any Willful Breach of any representation, warranty or covenant or agreement contained herein, upon payment of the Termination Fee to Parent or its designee, none of the Company Related Parties will have any further monetary liability or obligation to (A) Parent or Merger Sub; or (B) the former, current and future direct or indirect holders of any equity, controlling persons, RepresentativesFinancing Sources, Affiliates (other than Parent Parent, Merger Sub or Merger Subthe Guarantor), members, managers, general or limited partners, stockholders and or assignees of each of Parent and Parent, Merger Sub and the Guarantor (the Persons in clauses (A) and (B) collectively, the “Parent Related Parties”) ), and in no event will the Company Group be entitled to seek or obtain any monetary damages of any kind, including consequential, special, indirect or punitive damages, in excess of the Parent Liability Limitation against the Parent Related Parties for, or with respect to, this Agreement, the Equity Commitment Letter, the Limited Guarantee or the transactions contemplated hereby and thereby (including, any breach by the Guarantor, Parent or Merger Sub), the termination of this Agreement, the failure to consummate any of the Transactions or any claims or actions under applicable law arising out of any such breach, termination or failure. Other than the Guarantor’s obligations under the Limited Guarantee and the Equity Commitment Letter, other than the obligations of Parent and Merger Sub to the extent expressly provided in this Agreement and other than the obligations of Parent, Merger Sub or any of their respective Affiliates to the extent expressly provided in the Confidentiality Agreement, in no event will any Parent Related Party or any other Person other than the Guarantor, Parent and Merger Sub have any liability for monetary damages to the Company or any other Person relating to or arising out of this Agreement or the Transactions (except that the Company and its Subsidiaries (or their Affiliates) will remain obligated with respect to, and Parent and Merger Sub may be entitled to remedies with respect to, the Confidentiality Agreement, Section 8.3(a) (with respect to the expenses of the Company) and Section 8.3(d), as applicableTransactions.

Sole and Exclusive Remedy. Except in the event of fraud or any Willful Breach of any representation, warranty or covenant or agreement contained herein, if (i) If this Agreement is validly terminated pursuant to Section 8.1, Parentthe Company’s receipt of the Parent Termination Fee to the extent owed pursuant to Section 8.3(b8.3(c) (including the Company’s right to enforce the Guaranty with respect thereto and any amounts owed pursuant to Section 8.3(dreceive the Parent Termination Fee from the Guarantor), the Parent Reimbursement Obligations and Parentthe Company’s right to seek specific performance pursuant to Section 9.10 (subject to the limitations set forth in Section 9.10), 9.8 will be the sole and exclusive remedies of the Company and the Company Related Parties against the Parent Related Parties in respect of this Agreement, any agreement executed in connection herewith and the transactions contemplated hereby and thereby, the termination of this Agreement, the failure to consummate the Merger Sub against or any claims or actions under applicable Law arising out of any breach, termination or failure. Upon payment of the Parent Termination Fee, none of the Parent Related Parties will have any further liability or obligation to any of (A) the Company and its SubsidiariesAffiliates; and (B) the former, current and future holders of any equity, controlling persons, Representativesdirectors, officers, employees, agents, attorneys, Affiliates, members, managers, general or limited partners, stockholders, directors, officers, employees, agents, attorneys stockholders and assignees of each of the Company, Company and its Subsidiaries and each of their respective Affiliates and former, current and future holders of any equity, controlling persons, Representatives, Affiliates, members, managers, general or limited partners, stockholders, directors, officers, employees, agents, attorneys and assignees of each of the foregoing (the Persons in clauses (A) and (B) collectively, the “Company Related Parties”) relating to or arising out of this Agreement, any agreement executed in connection herewith or the transactions contemplated hereby and thereby for any matters forming the basis of such termination (except that the Parties (and/or their respective Affiliates) will remain obligated with respect to, and the Company may be entitled to remedies with respect to, the Confidentiality Agreement and Section 8.3(e), as applicable). Notwithstanding the foregoing, this Section 8.3(f)(i) will not relieve Parent, Merger Sub or the Guarantor from any liability (I) for any fraud or Willful Breach of this Agreement and or (II) for any breaches of the Transactions. Except in Confidentiality Agreement; provided that under no circumstances will the event collective monetary damages payable by Parent, Merger Sub or any of fraud or their Affiliates for breaches (including any Willful Breach (but excluding, for the avoidance of any representationdoubt, warranty or covenant or agreement contained herein, upon for actual and intentional common law fraud)) under this Agreement (taking into account the payment of the Parent Termination Fee pursuant to this Agreement), the Guaranty or the Equity Commitment Letter exceed an amount equal to $365,000,000 plus the Enforcement Expenses and the Parent or its designee, none Reimbursement Obligations in the aggregate for all such breaches (the “Parent Liability Limitation”). In no event will any of the Company Related Parties seek or obtain, nor will have they permit any further of their Representatives or any other Person acting on their behalf to seek or obtain, nor will any Person be entitled to seek or obtain, any monetary liability recovery or obligation to award in excess of the Parent Liability Limitation (Aexcept for actual and intentional common law fraud) Parent against (x) Parent, Merger Sub or Merger Subthe Guarantor; or (By) the former, current and future direct or indirect holders of any equity, controlling persons, Representativesdirectors, officers, employees, agents, attorneys, Financing Sources, Affiliates (other than Parent Parent, Merger Sub or Merger Subthe Guarantor), members, managers, general or limited partners, stockholders and assignees of each of Parent and Parent, Merger Sub and the Guarantor (the Persons in clauses (Ax) and (By) collectively, the “Parent Related Parties”) ), and, other than with respect to actual and intentional common law fraud, in no event will the Company be entitled to seek or obtain any monetary damages of any kind, including consequential, special, indirect or punitive damages, in excess of the Parent Liability Limitation against the Parent Related Parties for, or with respect to, this Agreement, the Equity Commitment Letter, the Debt Commitment Letter, the Guaranty or the transactions contemplated hereby and thereby (including, any breach by the Guarantor, Parent or Merger Sub), the termination of this Agreement, the failure to consummate the Merger or any claims or actions under applicable Law arising out of any such breach, termination or failure; provided that the foregoing shall not preclude any liability of the Financing Sources to the Company, Parent or Merger Sub under the definitive agreements relating to the Debt Financing, nor limit the Company, Parent or Merger Sub from seeking to recover any such damages or obtain equitable relief from or with respect to any Financing Source pursuant to the definitive agreements relating to the Debt Financing. Other than the Guarantor’s obligations under the Guaranty and the Equity Commitment Letter and other than the obligations of Parent and Merger Sub to the extent expressly provided in this Agreement, in no event will any Parent Related Party or any other Person other than the Guarantor, Parent and Merger Sub have any liability for monetary damages to the Company or any other Person relating to or arising out of this Agreement or the Transactions (except that the Company and its Subsidiaries (or their Affiliates) will remain obligated with respect to, and Parent and Merger Sub may be entitled to remedies with respect to, the Confidentiality Agreement, Section 8.3(a) (with respect to the expenses of the Company) and Section 8.3(d), as applicableMerger.

Sole and Exclusive Remedy. Except Notwithstanding anything to the contrary contained in this Agreement, (x) the event of fraud or any Willful Breach of any representation, warranty or covenant or agreement contained herein, if Company’s right to terminate this Agreement is validly terminated pursuant to Section 8.1, Parent’s receipt of and receive the Parent Termination Fee to the extent owed pursuant to Section 8.3(b) and any amounts 8.5(a), the Company’s receipt of Parent Termination Fee Enforcement Costs to the extent owed pursuant to Section 8.3(d8.5(c), and Parentthe Company’s right to seek enforce its rights under the Confidentiality Agreement, the Reimbursement Obligations and, prior to the termination of this Agreement, the Company’s right to specific performance pursuant to Section 9.10 (subject to the limitations set forth in Section 9.10), 9.8(b) will be the sole and exclusive remedies (whether at law, in equity, in contract, in tort or otherwise) of Parent the Company and Merger Sub the Company Related Parties against (A) Parent, the Company Sponsors, the Financing Sources and its Subsidiariestheir respective Affiliates; and (B) the former, current and future holders of any equity, controlling persons, Representatives, Affiliates, members, managers, general or limited partners, stockholders, directors, officers, employees, agents, attorneys and assignees of each of the Company, its Subsidiaries and each of their respective Affiliates and former, current and future holders of any equity, controlling persons, Representatives, Affiliates, members, managers, general or limited partners, stockholders, directors, officers, employees, agents, attorneys and assignees of each of the foregoing (the Persons in clauses (A) and (B) collectively, the “Company Related Parties”) in respect of this Agreement and the Transactions. Except in the event of fraud or any Willful Breach of any representation, warranty or covenant or agreement contained herein, upon payment of the Termination Fee to Parent or its designee, none of the Company Related Parties will have any further monetary liability or obligation to (A) Parent or Merger Sub; or (B) the former, current and future direct or indirect holders of any equity, controlling persons, Representativesmanagement companies, Affiliates (other than Parent or Merger Sub)directors, officers, employees, incorporators, agents, attorneys, advisors, representatives, Affiliates, members, managers, general or limited partners, stockholders and assignees of each of Parent and Merger Sub the Persons in clause (A) (the Persons in clauses (A) and (B) collectively, the “Parent Related Parties”) in respect of this Agreement (or the termination thereof), any agreement executed in connection herewith (including the Equity Commitment Letter) (or the termination thereof) and the transactions contemplated hereby and thereby (or the failure of such transactions to occur for any reason or for no reason) or any breach (whether willful (including willful and material breach), intentional, unilateral or otherwise) of any representation, warranty, covenant or agreement or otherwise in respect of this Agreement or the Equity Commitment Letter or any oral representation made or alleged to be made in connection herewith or therewith; (y) upon payment in full of the Parent Termination Fee to the Company (and any Enforcement Costs and Reimbursement Obligations, if any) the Company Related Parties shall not be entitled to commence or pursue any Proceeding against any Parent Related Party arising out of or in connection with this Agreement, any certificate or ancillary agreement delivered pursuant to the express terms of this Agreement or the transactions contemplated hereby or thereby (regardless of the theory of liability); and (z) upon payment in full of the Parent Termination Fee to the Company (and any Enforcement Costs and Reimbursement Obligations, if any) no Parent Related Party shall have any further liability relating to or arising out of this Agreement, any certificate or ancillary agreement delivered pursuant to the express terms of this Agreement or the transactions contemplated hereby or thereby (regardless of the theory of liability), including in connection with the Debt Financing. The Parent Related Parties are intended third party beneficiaries of this Section 8.5(d). In no event shall Parent, Merger Sub, the Sponsors or any other Parent Related Party have liability for (nor shall any Company Related Party seek to recover) monetary damages (including monetary damages in lieu of specific performance), individually or in the aggregate in excess of an amount equal to the Parent Termination Fee relating to or arising out of this Agreement (or the Transactions termination thereof), any agreement executed in connection herewith (except that including the Company and its Subsidiaries Equity Commitment Letter) (or their Affiliatesthe termination thereof) will remain obligated with respect to, or the transactions contemplated hereby and Parent thereby (or the failure of such transactions to occur for any reason or for no reason) or any breach (whether willful (including willful and Merger Sub may be entitled to remedies with respect to, the Confidentiality Agreement, Section 8.3(a) (with respect to the expenses of the Company) and Section 8.3(dmaterial breach), as applicableintentional, unilateral or otherwise) of any representation, warranty, covenant or agreement or otherwise in respect of this Agreement or the Equity Commitment Letter or any oral representation made or alleged to be made in connection herewith or therewith.

Sole and Exclusive Remedy. Except (i) Under no circumstances will the collective monetary damages payable by Parent, Merger Sub or any of their Affiliates for breaches under this Agreement, the Guaranty or the Equity Commitment Letter exceed an amount equal to $275,800,000 plus the Reimbursement Obligations in the aggregate for all such breaches (the “Parent Liability Limitation”). In no event will any of fraud the Company Related Parties seek or obtain, nor will they permit any of their Representatives or any Willful Breach of other Person acting on their behalf to seek or obtain, nor will any representationPerson be entitled to seek or obtain, warranty any monetary recovery or covenant or agreement contained herein, if this Agreement is validly terminated pursuant to Section 8.1, Parent’s receipt award in excess of the Termination Fee to the extent owed pursuant to Section 8.3(b) and any amounts owed pursuant to Section 8.3(d), and Parent’s right to seek specific performance pursuant to Section 9.10 (subject to the limitations set forth in Section 9.10), will be the sole and exclusive remedies of Parent and Merger Sub Liability Limitation against (A) the Company and its SubsidiariesParent, Merger Sub or Guarantor; and or (B) the former, current and future holders of any equity, controlling persons, Representatives, Affiliates, members, managers, general or limited partners, stockholders, directors, officers, employees, agents, attorneys and assignees of each of the Companyattorneys, its Subsidiaries and each of their respective Affiliates and former, current and future holders of any equity, controlling persons, Representatives, Affiliates, members, managers, general or limited partners, stockholders, directors, officers, employees, agents, attorneys and assignees of each of the foregoing (the Persons in clauses (A) and (B) collectively, the “Company Related Parties”) in respect of this Agreement and the Transactions. Except in the event of fraud or any Willful Breach of any representation, warranty or covenant or agreement contained herein, upon payment of the Termination Fee to Parent or its designee, none of the Company Related Parties will have any further monetary liability or obligation to (A) Parent or Merger Sub; or (B) the former, current and future direct or indirect holders of any equity, controlling persons, RepresentativesFinancing Sources, Affiliates (other than Parent Parent, Merger Sub or Merger SubGuarantor), members, managers, general or limited partners, stockholders and assignees of each of Parent and Parent, Merger Sub and Guarantor (the Persons in clauses (A) and (B) collectively, the “Parent Related Parties”) ), and in no event will the Company or any of its Subsidiaries be entitled to seek or obtain any monetary damages of any kind, including consequential, special, indirect or punitive damages, in excess of the Parent Liability Limitation against the Parent Related Parties for, or with respect to, this Agreement, the Equity Commitment Letter, the Guaranty or the transactions contemplated hereby and thereby (including, any breach by Guarantor, Parent or Merger Sub), the termination of this Agreement, the failure to consummate the Merger or any claims or actions under applicable law arising out of any such breach, termination or failure. Other than Guarantor’s obligations under the Guaranty and the Equity Commitment Letter and other than the obligations of Parent and Merger Sub to the extent expressly provided in this Agreement, in no event will any Parent Related Party or any other Person other than Guarantor, Parent and Merger Sub have any liability for monetary damages to the Company or any other Person relating to or arising out of this Agreement or the Transactions (except that the Company and its Subsidiaries (or their Affiliates) will remain obligated with respect to, and Parent and Merger Sub may be entitled to remedies with respect to, the Confidentiality Agreement, Section 8.3(a) (with respect to the expenses of the Company) and Section 8.3(d), as applicableMerger.

Sole and Exclusive Remedy. Except (i) Under no circumstances will the collective monetary damages payable by Parent, Merger Sub or any of their Affiliates for breaches under this Agreement, the Guaranties or the Equity Commitment Letters exceed an amount equal to $107,100,000 plus the Reimbursement Obligations in the aggregate for all such breaches (the “Parent Liability Limitation”). In no event will any of fraud the Company Related Parties seek or obtain, nor will they permit any of their Representatives or any Willful Breach of other Person acting on their behalf to seek or obtain, nor will any representationPerson be entitled to seek or obtain, warranty any monetary recovery or covenant or agreement contained herein, if this Agreement is validly terminated pursuant to Section 8.1, Parent’s receipt award in excess of the Termination Fee to the extent owed pursuant to Section 8.3(b) and any amounts owed pursuant to Section 8.3(d), and Parent’s right to seek specific performance pursuant to Section 9.10 (subject to the limitations set forth in Section 9.10), will be the sole and exclusive remedies of Parent and Merger Sub Liability Limitation against (A) Parent, Merger Sub or the Company and its SubsidiariesGuarantors; and or (B) the former, current and future holders of any equity, controlling persons, Representatives, Affiliates, members, managers, general or limited partners, stockholders, directors, officers, employees, agents, attorneys and assignees of each of the Companyattorneys, its Subsidiaries and each of their respective Affiliates and former, current and future holders of any equity, controlling persons, Representatives, Affiliates, members, managers, general or limited partners, stockholders, directors, officers, employees, agents, attorneys and assignees of each of the foregoing (the Persons in clauses (A) and (B) collectively, the “Company Related Parties”) in respect of this Agreement and the Transactions. Except in the event of fraud or any Willful Breach of any representation, warranty or covenant or agreement contained herein, upon payment of the Termination Fee to Parent or its designee, none of the Company Related Parties will have any further monetary liability or obligation to (A) Parent or Merger Sub; or (B) the former, current and future direct or indirect holders of any equity, controlling persons, RepresentativesFinancing Sources, Affiliates (other than Parent Parent, Merger Sub or Merger Subthe Guarantors), members, managers, general or limited partners, stockholders and assignees of each of Parent and Parent, Merger Sub and the Guarantors (the Persons in clauses (A) and (B) collectively, the “Parent Related Parties”) ), and in no event will the Company or any of its Subsidiaries be entitled to seek or obtain any monetary damages of any kind, including consequential, special, indirect or punitive damages, in excess of the Parent Liability Limitation against the Parent Related Parties for, or with respect to, this Agreement, the Equity Commitment Letters, the Guaranties or the transactions contemplated hereby and thereby (including, any breach by the Guarantors, Parent or Merger Sub), the termination of this Agreement, the failure to consummate the Merger or any claims or actions under applicable law arising out of any such breach, termination or failure. Other than the Guarantors’ respective obligations under the Guaranties and the Equity Commitment Letters and other than the obligations of Parent and Merger Sub to the extent expressly provided in this Agreement, in no event will any Parent Related Party or any other Person other than the Guarantors, Parent and Merger Sub have any liability for monetary damages to the Company or any other Person relating to or arising out of this Agreement or the Transactions (except that the Company and its Subsidiaries (or their Affiliates) will remain obligated with respect to, and Parent and Merger Sub may be entitled to remedies with respect to, the Confidentiality Agreement, Section 8.3(a) (with respect to the expenses of the Company) and Section 8.3(d), as applicableMerger.

Sole and Exclusive Remedy. Except (i) Under no circumstances will the collective monetary damages payable by Parent, Merger Sub or any of their Affiliates for breaches under this Agreement, the Guaranty or the Equity Commitment Letter exceed an amount equal to $36,900,000 plus the Reimbursement Obligations in the aggregate for all such breaches (the “Parent Liability Limitation”). In no event will any of fraud the Company Related Parties seek or obtain, nor will they permit any of their Representatives or any Willful Breach of other Person acting on their behalf to seek or obtain, nor will any representationPerson be entitled to seek or obtain, warranty any monetary recovery or covenant or agreement contained herein, if this Agreement is validly terminated pursuant to Section 8.1, Parent’s receipt award in excess of the Termination Fee to the extent owed pursuant to Section 8.3(b) and any amounts owed pursuant to Section 8.3(d), and Parent’s right to seek specific performance pursuant to Section 9.10 (subject to the limitations set forth in Section 9.10), will be the sole and exclusive remedies of Parent and Merger Sub Liability Limitation against (A) Parent, Merger Sub or the Company and its SubsidiariesGuarantor; and or (B) the former, current and future holders of any equity, controlling persons, Representatives, Affiliates, members, managers, general or limited partners, stockholders, directors, officers, employees, agents, attorneys and assignees of each of the Companyattorneys, its Subsidiaries and each of their respective Affiliates and former, current and future holders of any equity, controlling persons, Representatives, Affiliates, members, managers, general or limited partners, stockholders, directors, officers, employees, agents, attorneys and assignees of each of the foregoing (the Persons in clauses (A) and (B) collectively, the “Company Related Parties”) in respect of this Agreement and the Transactions. Except in the event of fraud or any Willful Breach of any representation, warranty or covenant or agreement contained herein, upon payment of the Termination Fee to Parent or its designee, none of the Company Related Parties will have any further monetary liability or obligation to (A) Parent or Merger Sub; or (B) the former, current and future direct or indirect holders of any equity, controlling persons, RepresentativesFinancing Sources, Affiliates (other than Parent Parent, Merger Sub or Merger Subthe Guarantor), members, managers, general or limited partners, stockholders and assignees of each of Parent and Parent, Merger Sub and the Guarantor (the Persons in clauses (A) and (B) collectively, the “Parent Related Parties”) ), and in no event will the Company Group be entitled to seek or obtain any monetary damages of any kind, including consequential, special, indirect or punitive damages, in excess of the Parent Liability Limitation against the Parent Related Parties for, or with respect to, this Agreement, the Equity Commitment Letter, the Guaranty or the transactions contemplated hereby and thereby (including, any breach by the Guarantor, Parent or Merger Sub), the termination of this Agreement, the failure to consummate the Merger or any claims or actions under applicable law arising out of any such breach, termination or failure; provided that the foregoing shall not preclude any liability of the Financing Sources to the Company, Parent or Merger Sub under the definitive agreements relating to the Debt Financing, nor limit the Company, Parent or Merger Sub from seeking to recover any such damages or obtain equitable relief from or with respect to any Financing Source pursuant to the definitive agreements relating to the Debt Financing. Other than the Guarantor’s obligations under the Guaranty and the Equity Commitment Letter and other than the obligations of Parent and Merger Sub to the extent expressly provided in this Agreement, in no event will any Parent Related Party or any other Person other than the Guarantor, Parent and Merger Sub have any liability for monetary damages to the Company or any other Person relating to or arising out of this Agreement or the Transactions (except that the Company and its Subsidiaries (or their Affiliates) will remain obligated with respect to, and Parent and Merger Sub may be entitled to remedies with respect to, the Confidentiality Agreement, Section 8.3(a) (with respect to the expenses of the Company) and Section 8.3(d), as applicableMerger.

Sole and Exclusive Remedy. Except in the event of fraud or any Willful Breach of any representation, warranty or covenant or agreement contained herein, if (i) If this Agreement is validly terminated pursuant to Section 8.1, Parentthe Company’s receipt of the Parent Termination Fee to Fee, the extent owed Reimbursement Obligations and any amounts payable pursuant to Section 8.3(b8.3(e) and any amounts owed pursuant to Section 8.3(d)from Parent (in each case, and Parent’s right to seek specific performance pursuant to Section 9.10 if payable by Parent hereunder) (in each case subject to the limitations set forth in Section 9.10), terms and conditions of the Guarantee) will be the sole and exclusive remedies remedy for monetary damages of the Company and the Company Related Parties against the Parent Related Parties in respect of this Agreement, any agreement executed in connection herewith and the transactions contemplated hereby and thereby, the termination of this Agreement, the failure to consummate the Merger or any claims or actions under applicable Law arising out of any breach, termination or failure. Other than payment of the Parent Termination Fee, the Reimbursement Obligations and any amounts payable pursuant to Section 8.3(e) (in each case subject to the terms and conditions of the Guarantee) by Parent or Merger Sub against (in each case to the extent required pursuant to this Section 8.3), none of the Parent Related Parties will have any further liability or obligation to any of (A) the Company and its Subsidiaries; Affiliates and (B) the former, current and future holders of any equity, controlling personsPersons, Representativesdirectors, officers, employees, agents, attorneys, Affiliates, members, managers, general or limited partners, stockholders, directors, officers, employees, agents, attorneys stockholders and assignees of each of the Company, Company and its Subsidiaries and each of their respective Affiliates and former, current and future holders of any equity, controlling persons, Representatives, Affiliates, members, managers, general or limited partners, stockholders, directors, officers, employees, agents, attorneys and assignees of each of the foregoing (the Persons in clauses (A) and (B) collectively, the “Company Related Parties”) in respect relating to or arising out of this Agreement Agreement, any agreement executed in connection herewith and the Transactions. Except in , the event termination of fraud this Agreement, the failure to consummate the Merger or any Willful Breach claims or actions under applicable Law arising out of any representationbreach, warranty termination or covenant failure. Notwithstanding the foregoing, this Section 8.3(g) will not relieve Parent, Merger Sub or agreement contained herein, upon payment the Guarantors from liability for any breaches of the Termination Fee to Parent Confidentiality Agreement or its designee, none the Guarantee. In no event will any of the Company Related Parties seek or obtain, nor will have they permit any further monetary liability of their Representatives or obligation any other Person acting on their behalf to seek or obtain, nor will any Person be entitled to seek or obtain, any recovery or award other than the Parent Termination Fee plus the Reimbursement Obligations from Parent or Merger Sub when payable hereunder against (A) Parent Parent, Merger Sub or Merger Sub; the Guarantors or (B) the former, current and future direct or indirect holders of any equity, controlling personsPersons, Representativesdirectors, officers, employees, agents, attorneys, Financing Sources, Affiliates (other than Parent Parent, Merger Sub or Merger Subthe Guarantors), members, managers, general or limited partners, stockholders and assignees of each of Parent and Parent, Merger Sub and the Guarantors (the Persons in clauses (A) and (B) collectively, the “Parent Related Parties”) ), and in no event will the Company be entitled to seek or obtain any monetary damages of any kind, including consequential, special, indirect or punitive damages, other than the Parent Termination Fee and the Reimbursement Obligations from Parent or Merger Sub when payable hereunder against the Parent Related Parties for, or with respect to, this Agreement, the Financing Letters, the Guarantee or the transactions contemplated hereby and thereby (including, any Willful Breach by the Guarantors, Parent or Merger Sub), the termination of this Agreement, any agreement executed in connection herewith and the Transactions, the termination of this Agreement, the failure to consummate the Merger or any claims or actions under applicable Law arising out of any breach, termination or failure. Other than the Guarantors’ obligations under the Guarantee and the Equity Commitment Letter to the extent expressly provided therein to the other parties thereto and other than the obligations of Parent and Merger Sub to the extent expressly provided in this Agreement, in no event will any Parent Related Party or any other Person other than the Guarantors, Parent and Merger Sub have any liability for monetary damages to the Company or any other Person relating to or arising out of this Agreement Agreement, the Financing Letters, the Guarantee or the Transactions transactions contemplated hereby and thereby (except that including, any Willful Breach by the Company and its Subsidiaries (Guarantors, Parent or their Affiliates) will remain obligated with respect to, and Parent and Merger Sub may be entitled to remedies with respect toSub), the Confidentiality termination of this Agreement, Section 8.3(a) (with respect any agreement executed in connection herewith and the Transactions, the termination of this Agreement, the failure to consummate the expenses Merger or any claims or actions under applicable Law arising out of the Company) and Section 8.3(d)any breach, as applicable.termination or failure. 100

Sole and Exclusive Remedy. Except in (i) Subject to the event of fraud or any Willful Breach of any representation, warranty or covenant or agreement contained herein, if this Agreement is validly terminated pursuant to Section 8.1limitations set forth below, Parent’s receipt payment of the Parent Termination Fee to the extent owed pursuant to Section 8.3(b8.3(c) and any amounts owed pursuant to Section 8.3(d), and Parent’s right to seek specific performance pursuant to Section 9.10 (subject to the limitations set forth in Section 9.10), will be the sole and exclusive remedies of Parent and only monetary damages payable by Parent, Merger Sub against or any of their Affiliates for breaches under this Agreement, the Guaranty, the Equity Commitment Letter, any other agreement executed in connection herewith and the transactions contemplated hereby and thereby, the termination of this Agreement, the failure to consummate the Merger or any claims or actions under applicable law arising out of any such breach, termination or failure. Upon payment of such amount, (1) none of (A) Parent, Merger Sub or the Company and its SubsidiariesGuarantors; and or (B) the former, current and future holders of any equity, controlling persons, Representatives, Affiliates, members, managers, general or limited partners, stockholdersPersons, directors, officers, employees, agents, attorneys and assignees of each of the Companyattorneys, its Subsidiaries and each of their respective Affiliates and former, current and future holders of any equity, controlling persons, Representatives, Affiliates, members, managers, general or limited partners, stockholders, directors, officers, employees, agents, attorneys and assignees of each of the foregoing (the Persons in clauses (A) and (B) collectively, the “Company Related Parties”) in respect of this Agreement and the Transactions. Except in the event of fraud or any Willful Breach of any representation, warranty or covenant or agreement contained herein, upon payment of the Termination Fee to Parent or its designee, none of the Company Related Parties will have any further monetary liability or obligation to (A) Parent or Merger Sub; or (B) the former, current and future direct or indirect holders of any equity, controlling persons, RepresentativesFinancing Sources, Affiliates (other than Parent Parent, Merger Sub or Merger Subthe Guarantors), members, managers, general or limited partners, stockholders and assignees of each of Parent and Parent, Merger Sub and the Guarantors (the Persons in clauses (A) and (B) collectively, the “Parent Related Parties”) will have any further liability or obligation to the Company (or for the avoidance of doubt any Company Related Parties) relating to or arising out of this Agreement Agreement, the Equity Commitment Letter, the Guaranty, any other agreement executed in connection herewith or the Transactions transactions contemplated hereby and thereby or any matters forming the basis of such termination (except that the Company and its Subsidiaries Parties (or their Affiliates) or any other applicable Parent Related Parties will remain obligated with respect to, and Parent and Merger Sub the Company Group may be entitled to remedies with respect to, the Guaranty, the Confidentiality Agreement, Section 8.3(a) (with respect to the expenses any Willful Breach by Parent or Merger Sub of the Company) any of their representations, warranties, covenants or agreements contained in this Agreement, and Section 8.3(d8.3(c), as applicable); and (2) none of the Company or any other Person will be entitled to bring or maintain any claim, action or proceeding against Parent, Merger Sub or any Parent Related Party arising out of this Agreement, the Equity Commitment Letter, the Guaranty, any agreement executed in connection herewith or the transactions contemplated hereby and thereby or any matters forming the basis for such termination (except that the Parties (or their Affiliates) and any other applicable Parent Related Parties will remain obligated with respect to, and the Company Group may be entitled to remedies with respect to, the Guaranty, the Confidentiality Agreement, any Willful Breach by Parent or Merger Sub of any of their representations, warranties, covenants or agreements contained in this Agreement, and Section 8.3(c), as applicable). In no event will any of the Company Related Parties seek or obtain, nor will they permit any of their Representatives or any other Person acting on their behalf to seek or obtain, nor will any Person be entitled to seek or obtain, any monetary recovery or award in excess of, in the aggregate, the Parent Termination Fee against any Parent Related Parties, and in no event will the Company Group be entitled to seek or obtain any monetary damages of any kind, including consequential, special, indirect or punitive damages, in excess, in the aggregate, of the Parent Termination Fee against the Parent Related Parties for, or with respect to, this Agreement, the Equity Commitment Letter, the Guaranty or the transactions contemplated hereby and thereby (including, any breach by the Guarantors, Parent or Merger Sub), the termination of this Agreement, the failure to consummate the Merger or any claims or actions under applicable law arising out of any such breach, termination or failure (except that this sentence shall not apply in any respect to matters relating to the Guaranty, the Confidentiality Agreement, any Willful Breach by Parent or Merger Sub of any of their representations, warranties, covenants or agreements contained in this Agreement, and Section 8.3(c), as applicable). Other than the Guarantors’ obligations under the Guaranty and Equity Commitment Letter and other than the obligations of Parent and Merger Sub to the extent expressly provided in this Agreement (including in respect of any Willful Breach by Parent or Merger Sub of any of their representations, warranties, covenants or agreements contained in this Agreement, and Section 8.3(c)), in no event will any Parent Related Party or any other Person other than the Guarantors, Parent and Merger Sub have any liability for monetary damages to the Company or any other Person (including any Company Related Parties) relating to or arising out of this Agreement, the Merger, the Guaranty, the Equity Commitment Letter, or the transactions contemplated hereby or thereby (except that this sentence shall not apply in any respect to matters relating to the Confidentiality Agreement).

Sole and Exclusive Remedy. Except in the event of fraud or any Willful Breach of any representation, warranty or covenant or agreement contained herein, if (i) If this Agreement is validly terminated pursuant to Section 8.1, Parent’s receipt (A) the Parent Financing Termination Fee or the Parent Regulatory Termination Fee shall become due and payable in accordance with Section 8.3(b), from and after such termination and payment of the Parent Financing Termination Fee to or the extent owed Parent Regulatory Termination Fee, as applicable, in full pursuant to and in accordance with Section 8.3(b) and any amounts owed pursuant to Section 8.3(d), and Parent’s right none of the Parent Related Parties or the Debt Financing Related Parties will have any further Liability to seek specific performance pursuant to Section 9.10 any of (subject to the limitations set forth in Section 9.10), will be the sole and exclusive remedies of Parent and Merger Sub against (A1) the Company and its SubsidiariesAffiliates; and (B2) the former, current and future holders of any equity, controlling persons, Representatives, Affiliates, members, managers, general or limited partners, stockholders, directors, officers, employees, agents, attorneys and assignees of each of the Company, its Subsidiaries and each of their respective Affiliates and former, current and future holders of any equity, controlling persons, Representativesattorneys, Affiliates, members, managers, general or limited partners, stockholders, directors, officers, employees, agents, attorneys and assignees of each of the foregoing (the Persons in clauses (A) and (B) collectively, the “Company Related Parties”) in respect of this Agreement and the Transactions. Except in the event of fraud or any Willful Breach of any representation, warranty or covenant or agreement contained herein, upon payment of the Termination Fee to Parent or its designee, none of the Company Related Parties will have any further monetary liability or obligation to (A) Parent or Merger Sub; or (B) the former, current and future direct or indirect holders of any equity, controlling persons, Representatives, Affiliates (other than Parent or Merger Sub), members, managers, general or limited partners, stockholders and assignees of each of Parent the Company and Merger Sub its Affiliates (the Persons in clauses (A1) and (2) collectively, the “Company Related Parties”) arising out of this Agreement for any matters forming the basis of such termination, and (B) in no event will any of the Company Related Parties obtain any monetary recovery or award (including damages for fraud or breach, whether willful, intentional, unintentional or otherwise, or monetary damages in lieu of specific performance) in excess of $272,000,000 plus the Enforcement Expenses and the Reimbursement Obligations (collectively, the “Maximum Parent Liability Amount”) against (1) Parent, Teton Merger Sub, the Investors or the other Parent Restructuring Entities; or (2) the former, current and future holders of any equity, controlling persons, directors, officers, employees, agents, attorneys, Debt Financing Related Parties, Affiliates (other than Parent, Teton Merger Sub, the Investors or the other Parent Restructuring Entities), members, managers, general or limited partners, stockholders and assignees of any of Parent, Teton Merger Sub, the Investors or the Restructuring Parties (the Persons in clauses (1) and (2), collectively, the “Parent Related Parties”), in each case other than as set forth in this Article VIII. Other than the Investors’ Liabilities, obligations and agreements under the Guarantee and the Preferred Securities Commitment Letter and other than the Liabilities, obligations and agreements of Parent, Teton Merger Sub and the other Parent Restructuring Entities under this Agreement, in no event will any Parent Related Party have any Liability for monetary damages (including damages for fraud or breach, whether willful, intentional, unintentional or otherwise, or monetary damages in lieu of specific performance) relating to or any Company Related Party arising out of this Agreement or the Transactions (except that transactions contemplated hereby, including the Company and its Subsidiaries (or their AffiliatesTeton Merger. Notwithstanding the foregoing, this Section 8.3(e)(i) will remain obligated with respect to, and Parent and Merger Sub may be entitled to remedies with respect to, the Confidentiality Agreement, Section 8.3(a) (not relieve any party from Liability with respect to the expenses of the Company) and Section 8.3(d), as applicableConfidentiality Agreements.

Sole and Exclusive Remedy. Except in the event of fraud or any Willful Breach of any representation, warranty or covenant or agreement contained herein, if this Agreement is validly terminated pursuant Subject to Section 8.18.2(b), Parentthe Parent Payee’s receipt of the Company Termination Fee to the extent owed pursuant to this Section 8.3(b) 8.4 will constitute liquidated damages and any amounts owed pursuant to Section 8.3(d)be the only monetary damages, and Parent’s right to seek specific performance pursuant to Section 9.10 (subject to the limitations set forth in Section 9.10), will be the sole and exclusive remedies of remedy, that Parent and Merger Sub against and each of their respective Affiliates may recover from (A) the Company Group and its SubsidiariesAffiliates; and (B) the former, current and future direct or indirect holders of any equity, controlling persons, Representativesdirectors, officers, employees, incorporators, agents, attorneys, advisors, representatives, Affiliates, members, managers, general or limited partners, stockholders, directors, officers, employees, agents, attorneys stockholders and assignees of each of the Company, Company Group and its Subsidiaries and each of their respective Affiliates and former, current and future holders of any equity, controlling persons, Representatives, Affiliates, members, managers, general or limited partners, stockholders, directors, officers, employees, agents, attorneys and assignees of each of the foregoing (the Persons in clauses (A) and (B) collectively, the “Company Related Parties”) in respect of this Agreement Agreement, any agreement executed in connection herewith and the Transactions. Except in transactions contemplated hereby and thereby, the event termination of fraud this Agreement, the failure to consummate the Merger or any Willful Breach claims or actions under applicable law arising out of any representationsuch breach, warranty termination or covenant or agreement contained hereinfailure, and upon payment of the Termination Fee to Parent or its designeesuch amount, (1) none of the Company Related Parties will have any further monetary liability or obligation to (A) Parent or Merger Sub; or (B) the former, current and future direct or indirect holders of any equity, controlling persons, Representatives, Affiliates (other than Parent or Merger Sub), members, managers, general or limited partners, stockholders and assignees of each of Parent and Merger Sub (the Persons in clauses (A) and (B) collectively, the “Parent Related Parties”) relating to or arising out of this Agreement Agreement, any agreement executed in connection herewith or the Transactions transactions contemplated hereby and thereby or any matters forming the basis of such termination (except that the Company and its Subsidiaries Parties (or their Affiliates) will remain obligated with respect to, and Parent and Merger Sub the Company Group may be entitled to remedies with respect to, the Confidentiality Agreement, Section 8.3(a) (with respect to the expenses of the Company) 8.3 and Section 8.3(d8.4(c), as applicable); and (2) none of Parent, Merger Sub or any other Person will be entitled to bring or maintain any claim, action or proceeding against the Company or any Company Related Party arising out of this Agreement, any agreement executed in connection herewith or the transactions contemplated hereby and thereby or any matters forming the basis for such termination (except that the Parties (or their Affiliates) will remain obligated with respect to, and the Company Group may be entitled to remedies with respect to, the Confidentiality Agreement, Section 8.3 and Section 8.4(c), as applicable). The Company Related Parties are intended third party beneficiaries of this Section 8.4(d).

Sole and Exclusive Remedy. Except in the event of fraud or any Willful Breach of any representation, warranty or covenant or agreement contained herein, if (i) If this Agreement is validly terminated pursuant to Section 8.1, Parent’s receipt of the Termination Fee to the extent owed pursuant to Section 8.3(b(if payable) and any amounts owed payable pursuant to Section 8.3(d), and Parent’s right to seek specific performance pursuant to Section 9.10 (subject to the limitations set forth in Section 9.10), ) will be the sole and exclusive remedies of Parent and (A) Parent, Merger Sub or the Sponsor; or (B) the former, current and future holders of any equity, controlling persons, directors, officers, employees, agents, attorneys, Affiliates (other than Parent, Merger Sub or the Sponsor), members, managers, general or limited partners, stockholders and assignees of each of Parent, Merger Sub and the Sponsor (the Persons in clauses (A) and (B) collectively, the “Parent Related Parties”) against the (A) the Company and its SubsidiariesAffiliates; and (B) the former, current and future holders of any equity, controlling persons, Representativesdirectors, officers, employees, agents, attorneys, Affiliates, members, managers, general or limited partners, stockholders, directors, officers, employees, agents, attorneys stockholders and assignees of each of the Company, Company and its Subsidiaries and each of their respective Affiliates and former, current and future holders of any equity, controlling persons, Representatives, Affiliates, members, managers, general or limited partners, stockholders, directors, officers, employees, agents, attorneys and assignees of each of the foregoing (the Persons in clauses (A) and (B) collectively, the “Company Related Parties”) for money damages in respect of this Agreement Agreement, any agreement executed in connection herewith and the Transactions. Except in transactions contemplated hereby and thereby, the event termination of fraud this Agreement, the failure to consummate the Offer and the Merger or any Willful Breach claims or actions under applicable Law arising out of any representationbreach, warranty termination or covenant or agreement contained herein, upon payment of failure. Other than the Termination Fee and any amounts payable pursuant to Parent or its designeeSection 8.3(d), none of the Company Related Parties will have any further monetary liability or obligation to (A) Parent or Merger Sub; or (B) any of the former, current and future direct or indirect holders of any equity, controlling persons, Representatives, Affiliates (other than Parent or Merger Sub), members, managers, general or limited partners, stockholders and assignees of each of Parent and Merger Sub (the Persons in clauses (A) and (B) collectively, the “Parent Related Parties”) Parties relating to or arising out of this Agreement Agreement, any agreement executed in connection herewith or the Transactions (except that transactions contemplated hereby and thereby for any matters forming the Company basis of such termination. Parent’s receipt of the Termination Fee and its Subsidiaries (or their Affiliatesany amounts payable pursuant to Section 8.3(d) will remain obligated with respect to, and be the only monetary damages Parent and Merger Sub and each of their respective Affiliates may recover from Company Related Parties in respect of this Agreement, any agreement executed in connection herewith and the transactions contemplated hereby and thereby, the termination of this Agreement, the failure to consummate the Offer or the Merger or any claims or actions under applicable Law arising out of any such breach, termination or failure, and upon payment of such amount, (1) none of the Company Related Parties will have any further liability or obligation to Parent or Merger Sub relating to or arising out of this Agreement, any agreement executed in connection herewith or the transactions contemplated hereby and thereby or any matters forming the basis of such termination; and (2) none of Parent, Merger Sub or any other Person will be entitled to remedies with respect tobring or maintain any claim, action or proceeding against the Confidentiality Company or any Company Related Party arising out of this Agreement, any agreement executed in connection herewith or the transactions contemplated hereby and thereby or any matters forming the basis for such termination. Notwithstanding the foregoing, this Section 8.3(a8.3(e)(i) (with respect to will not limit the expenses rights of Parent and Merger Sub under Section 9.8(a) or relieve the Company) and Section 8.3(d), as applicableCompany Group from liability for any Willful Breach of this Agreement.

Sole and Exclusive Remedy. Except (i) Under no circumstances will the collective monetary damages payable by the Buyer Parties or any of their Affiliates for breaches under this Agreement, the Guaranty or the Equity Commitment Letter exceed an amount equal to $209,200,000 plus the Reimbursement Obligations in the aggregate for all such breaches (the “Parent Liability Limitation”). In no event will any of fraud the Company Related Parties seek or obtain, nor will they permit any of their Representatives or any Willful Breach of other Person acting on their behalf to seek or obtain, nor will any representationPerson be entitled to seek or obtain, warranty any monetary recovery or covenant or agreement contained herein, if this Agreement is validly terminated pursuant to Section 8.1, Parent’s receipt monetary award in excess of the Termination Fee to the extent owed pursuant to Section 8.3(b) and any amounts owed pursuant to Section 8.3(d), and Parent’s right to seek specific performance pursuant to Section 9.10 (subject to the limitations set forth in Section 9.10), will be the sole and exclusive remedies of Parent and Merger Sub Liability Limitation against (A) the Company and its SubsidiariesBuyer Parties or the Guarantor; and or (B) the former, current and future holders of any equity, controlling persons, Representatives, Affiliates, members, managers, general or limited partners, stockholders, directors, officers, employees, agents, attorneys and assignees of each of the Companyattorneys, its Subsidiaries and each of their respective Affiliates and former, current and future holders of any equity, controlling persons, Representatives, Affiliates, members, managers, general or limited partners, stockholders, directors, officers, employees, agents, attorneys and assignees of each of the foregoing (the Persons in clauses (A) and (B) collectively, the “Company Related Parties”) in respect of this Agreement and the Transactions. Except in the event of fraud or any Willful Breach of any representation, warranty or covenant or agreement contained herein, upon payment of the Termination Fee to Parent or its designee, none of the Company Related Parties will have any further monetary liability or obligation to (A) Parent or Merger Sub; or (B) the former, current and future direct or indirect holders of any equity, controlling persons, RepresentativesFinancing Sources, Affiliates (other than Parent the Buyer Parties or Merger Subthe Guarantor), members, managers, general or limited partners, stockholders and assignees of each of Parent the Buyer Parties and Merger Sub the Guarantor (the Persons in clauses (A) and (B) collectively, the “Parent Related Parties”) ), and in no event will the Company Group be entitled to seek or obtain any monetary damages of any kind, including consequential, special, indirect or punitive damages, in excess of the Parent Liability Limitation against the Parent Related Parties for, or with respect to, this Agreement, the Equity Commitment Letter, the Guaranty or the transactions contemplated hereby and thereby (including any breach by the Guarantor or the Buyer Parties), the termination of this Agreement, the failure to consummate the Offer and the Mergers or any claims or actions under applicable law arising out of any such breach, termination or failure; provided that the foregoing shall not preclude any liability of the Financing Sources to the Company Parties or the Buyer Parties under the definitive agreements relating to the Debt Financing, nor limit the Company Parties or the Buyer Parties from seeking to recover any such damages or obtain equitable relief from or with respect to any Financing Source pursuant to the definitive agreements relating to the Debt Financing. Other than the Guarantor’s obligations under the Guaranty and the Equity Commitment Letter and other than the Buyer Parties’ obligations under this Agreement, in no event will any Parent Related Party or any other Person other than the Guarantor and the Buyer Parties have any liability for monetary damages to the Company Parties or any other Person relating to or arising out of this Agreement Agreement, the Offer or the Transactions (except that the Company and its Subsidiaries (or their Affiliates) will remain obligated with respect to, and Parent and Merger Sub may be entitled to remedies with respect to, the Confidentiality Agreement, Section 8.3(a) (with respect to the expenses of the Company) and Section 8.3(d), as applicableMergers.

Sole and Exclusive Remedy. Except (i) Under no circumstances will the collective monetary damages payable by the Buyer Parties or any of their Affiliates for breaches under this Agreement, the Guarantee or the Equity Commitment Letter exceed an amount equal to $288,740,000 plus the Reimbursement Obligations in the aggregate for all such breaches (the “Parent Liability Limitation”). In no event will any of fraud the Company Related Parties seek or obtain, nor will they permit any of their Representatives or any Willful Breach of other Person acting on their behalf to seek or obtain, nor will any representationPerson be entitled to seek or obtain, warranty any monetary recovery or covenant or agreement contained herein, if this Agreement is validly terminated pursuant to Section 8.1, Parent’s receipt monetary award in excess of the Termination Fee to the extent owed pursuant to Section 8.3(b) and any amounts owed pursuant to Section 8.3(d), and Parent’s right to seek specific performance pursuant to Section 9.10 (subject to the limitations set forth in Section 9.10), will be the sole and exclusive remedies of Parent and Merger Sub Liability Limitation against (A) the Company and its SubsidiariesBuyer Parties or the Guarantor; and or (B) the former, current and future holders of any equity, controlling persons, Representatives, Affiliates, members, managers, general or limited partners, stockholders, directors, officers, employees, agents, attorneys and assignees of each of the Companyattorneys, its Subsidiaries and each of their respective Affiliates and former, current and future holders of any equity, controlling persons, Representatives, Affiliates, members, managers, general or limited partners, stockholders, directors, officers, employees, agents, attorneys and assignees of each of the foregoing (the Persons in clauses (A) and (B) collectively, the “Company Related Parties”) in respect of this Agreement and the Transactions. Except in the event of fraud or any Willful Breach of any representation, warranty or covenant or agreement contained herein, upon payment of the Termination Fee to Parent or its designee, none of the Company Related Parties will have any further monetary liability or obligation to (A) Parent or Merger Sub; or (B) the former, current and future direct or indirect holders of any equity, controlling persons, RepresentativesFinancing Sources, Affiliates (other than Parent the Buyer Parties or Merger Subthe Guarantor), members, managers, general or limited partners, stockholders and assignees of each of Parent the Buyer Parties and Merger Sub the Guarantor (the Persons in clauses (A) and (B) collectively, the “Parent Related Parties”) ), and in no event will the Company Group be entitled to seek or obtain any monetary damages of any kind, including consequential, special, indirect or punitive damages, in excess of the Parent Liability Limitation against the Parent Related Parties for, or with respect to, this Agreement, the Equity Commitment Letter, the Guarantee or the transactions contemplated hereby and thereby (including any breach by the Guarantor or the Buyer Parties), the termination of this Agreement, the failure to consummate the Merger or any claims or actions under applicable law arising out of any such breach, termination or failure; provided that the foregoing shall not preclude any liability of the Financing Sources to the Company or the Buyer Parties under the definitive agreements relating to the Debt Financing, nor limit the Company or the Buyer Parties from seeking to recover any such damages or obtain equitable relief from or with respect to any Financing Source pursuant to the definitive agreements relating to the Debt Financing. Other than the Guarantor’s obligations under the Guarantee and the Equity Commitment Letter and other than the Buyer Parties’ obligations under this Agreement, in no event will any Parent Related Party or any other Person other than the Guarantor and the Buyer Parties have any liability for monetary damages to the Company or any other Person relating to or arising out of this Agreement or the Transactions (except that the Company and its Subsidiaries (or their Affiliates) will remain obligated with respect to, and Parent and Merger Sub may be entitled to remedies with respect to, the Confidentiality Agreement, Section 8.3(a) (with respect to the expenses of the Company) and Section 8.3(d), as applicableMerger.

Sole and Exclusive Remedy. Except (i) Under no circumstances will the collective monetary damages payable by Parent, Merger Sub or any of their Affiliates for breaches under this Agreement, the Guaranty or the Equity Commitment Letter (taking into account the payment of the Parent Termination Fee pursuant to this Agreement) exceed an amount equal to $24,000,000 plus the Reimbursement Obligations, the Enforcement Expenses (as defined in the event of fraud or Guaranty) and any Willful Breach of any representation, warranty or covenant or agreement contained herein, if this Agreement is validly terminated costs and expenses in connection with a Legal Proceeding payable pursuant to Section 8.18.3(e) in the aggregate for all such breaches (the “Parent Liability Limitation”). Other than for any breach by Parent, Parent’s receipt Merger Sub or any of their Affiliates of the Termination Fee to Confidentiality Agreement, in no event will any of the extent owed pursuant to Section 8.3(b) and Company Related Parties seek or obtain, nor will they permit any amounts owed pursuant to Section 8.3(d), and Parent’s right of their Representatives or any other Person acting on their behalf to seek specific performance pursuant or obtain, nor will any Person be entitled to Section 9.10 (subject to seek or obtain, any monetary recovery or monetary award in excess of the limitations set forth in Section 9.10), will be the sole and exclusive remedies of Parent and Merger Sub Liability Limitation against (A) Parent, Merger Sub or the Company and its SubsidiariesGuarantor; and or (B) the former, current and future holders of any equity, controlling persons, Representatives, Affiliates, members, managers, general or limited partners, stockholders, directors, officers, employees, agents, attorneys and assignees of each of the Companyattorneys, its Subsidiaries and each of their respective Affiliates and former, current and future holders of any equity, controlling persons, Representatives, Affiliates, members, managers, general or limited partners, stockholders, directors, officers, employees, agents, attorneys and assignees of each of the foregoing (the Persons in clauses (A) and (B) collectively, the “Company Related Parties”) in respect of this Agreement and the Transactions. Except in the event of fraud or any Willful Breach of any representation, warranty or covenant or agreement contained herein, upon payment of the Termination Fee to Parent or its designee, none of the Company Related Parties will have any further monetary liability or obligation to (A) Parent or Merger Sub; or (B) the former, current and future direct or indirect holders of any equity, controlling persons, RepresentativesFinancing Sources, Affiliates (other than Parent Parent, Merger Sub or Merger Subthe Guarantor), members, managers, general or limited partners, stockholders and assignees of each of Parent and Parent, Merger Sub and the Guarantor (the Persons in clauses (A) and (B) collectively, the “Parent Related Parties”) ), and in no event will the Company Group be entitled to seek or obtain any monetary damages of any kind, including consequential, special, indirect or punitive damages, in excess of the Parent Liability Limitation against the Parent Related Parties for, or with respect to, this Agreement, the Equity Commitment Letter, the Guaranty or the transactions contemplated hereby and thereby (including, any breach by the Guarantor, Parent or Merger Sub), the termination of this Agreement, the failure to consummate any of the Transactions or any claims or actions under applicable law arising out of any such breach, termination or failure. Other than the Guarantor’s obligations under the Guaranty and the Equity Commitment Letter, other than the obligations of Parent and Merger Sub to the extent expressly provided in this Agreement and other than the obligations of Parent, Merger Sub or any of their respective Affiliates to the extent 84 expressly provided in the Confidentiality Agreement, in no event will any Parent Related Party or any other Person other than the Guarantor, Parent and Merger Sub have any liability for monetary damages to the Company or any other Person relating to or arising out of this Agreement or the Transactions (except that the Company and its Subsidiaries (or their Affiliates) will remain obligated with respect to, and Parent and Merger Sub may be entitled to remedies with respect to, the Confidentiality Agreement, Section 8.3(a) (with respect to the expenses of the Company) and Section 8.3(d), as applicableTransactions.

Sole and Exclusive Remedy. Except (i) Under no circumstances will the collective monetary damages payable by Parent, Merger Sub or any of their Affiliates for breaches under this Agreement, the Guaranty or the Equity Commitment Letter exceed an amount equal to $116,300,000 plus the Reimbursement Obligations in the aggregate for all such breaches (the "Parent Liability Limitation"). In no event will any of fraud the Company Related Parties seek or obtain, nor will they permit any of their Representatives or any Willful Breach of other Person acting on their behalf to seek or obtain, nor will any representationPerson be entitled to seek or obtain, warranty any monetary recovery or covenant or agreement contained herein, if this Agreement is validly terminated pursuant to Section 8.1, Parent’s receipt award in excess of the Termination Fee to the extent owed pursuant to Section 8.3(b) and any amounts owed pursuant to Section 8.3(d), and Parent’s right to seek specific performance pursuant to Section 9.10 (subject to the limitations set forth in Section 9.10), will be the sole and exclusive remedies of Parent and Merger Sub Liability Limitation against (A) Parent, Merger Sub or the Company and its SubsidiariesGuarantor; and or (B) the former, current and future holders of any equity, controlling persons, Representatives, Affiliates, members, managers, general or limited partners, stockholders, directors, officers, employees, agents, attorneys and assignees of each of the Companyattorneys, its Subsidiaries and each of their respective Affiliates and former, current and future holders of any equity, controlling persons, Representatives, Affiliates, members, managers, general or limited partners, stockholders, directors, officers, employees, agents, attorneys and assignees of each of the foregoing (the Persons in clauses (A) and (B) collectively, the “Company Related Parties”) in respect of this Agreement and the Transactions. Except in the event of fraud or any Willful Breach of any representation, warranty or covenant or agreement contained herein, upon payment of the Termination Fee to Parent or its designee, none of the Company Related Parties will have any further monetary liability or obligation to (A) Parent or Merger Sub; or (B) the former, current and future direct or indirect holders of any equity, controlling persons, RepresentativesFinancing Sources, Affiliates (other than Parent Parent, Merger Sub or Merger Subthe Guarantor), members, managers, general or limited partners, stockholders and assignees of each of Parent and Parent, Merger Sub and the Guarantor (the Persons in clauses (A) and (B) collectively, the “"Parent Related Parties”) "), and in no event will the Company or any of its Subsidiaries be entitled to seek or obtain any monetary damages of any kind, including consequential, special, indirect or punitive damages, in excess of the Parent Liability Limitation against the Parent Related Parties for, or with respect to, this Agreement, the Equity Commitment Letter, the Guaranty or the transactions contemplated hereby and thereby (including, any breach by the Guarantor, Parent or Merger Sub), the termination of this Agreement, the failure to consummate the Merger or any claims or actions under applicable law arising out of any such breach, termination or failure. Other than the Guarantor's obligations under the Guaranty and the Equity Commitment Letter and other than the obligations of Parent and Merger Sub to the extent expressly provided in this Agreement, in no event will any Parent Related Party or any other Person other than the Guarantor, Parent and Merger Sub have any liability for monetary damages to the Company or any other Person relating to or arising out of this Agreement or the Transactions (except that the Company and its Subsidiaries (or their Affiliates) will remain obligated with respect to, and Parent and Merger Sub may be entitled to remedies with respect to, the Confidentiality Agreement, Section 8.3(a) (with respect to the expenses of the Company) and Section 8.3(d), as applicableMerger.

Sole and Exclusive Remedy. Except Notwithstanding anything to the contrary in this Agreement, except in the event case of the fraud or any Willful Intentional Breach of, on the one hand, the Company, or on the other hand, the Parent Entities or the Founding Controlling Parent Shareholders of any representation, warranty or covenant or agreement contained herein, if this Agreement or the Parent Shareholder Support Agreement, and subject to Section 6.05, Section 11.04, Section 11.13, the Company Shareholder Support Agreement and the Parent Shareholder Support Agreement, (x) (i) if payment of the Company Termination Fee is validly terminated required to be paid pursuant to Section 8.110.03(a) and Parent or the Parent Fee Designee, Parent’s receipt of as applicable, receives and accepts the Company Termination Fee to from the extent owed Company pursuant to Section 8.3(b10.03(a) and any amounts owed or (ii) if payment of the Reverse Termination Fee or Parent No Vote Termination Fee is required to be paid pursuant to Section 8.3(d), 10.03(b) and Parent’s right to seek specific performance the Company receives and accepts the Reverse Termination Fee or Parent No Vote Termination Fee pursuant to Section 9.10 (subject to the limitations set forth in Section 9.1010.03(b), will such payment and acceptance, together with any costs, fees or expenses payable pursuant to Section 10.03(d), shall be the sole and exclusive remedies remedy of Parent and Merger Sub the receiving party against (A) the Company paying party and its Subsidiaries; Subsidiaries and (B) the their respective former, current and or future holders of any equitypartners, controlling personsshareholders, Representativesmanagers, members, Affiliates, membersRepresentatives and their respective successors and assigns and none of the paying party, any of its Subsidiaries or any of their respective former, current or future partners, shareholders, managers, general or limited partners, stockholders, directors, officers, employees, agents, attorneys and assignees of each of the Company, its Subsidiaries and each of their respective Affiliates and former, current and future holders of any equity, controlling persons, Representativesmembers, Affiliates, members, managers, general Representatives or limited partners, stockholders, directors, officers, employees, agents, attorneys and assignees of each of the foregoing (the Persons in clauses (A) and (B) collectively, the “Company Related Parties”) in respect of this Agreement and the Transactions. Except in the event of fraud their respective successors or any Willful Breach of any representation, warranty or covenant or agreement contained herein, upon payment of the Termination Fee to Parent or its designee, none of the Company Related Parties will assigns shall have any further monetary liability or obligation to (A) Parent or Merger Sub; or (B) the former, current and future direct or indirect holders of any equity, controlling persons, Representatives, Affiliates (other than Parent or Merger Sub), members, managers, general or limited partners, stockholders and assignees of each of Parent and Merger Sub (the Persons in clauses (A) and (B) collectively, the “Parent Related Parties”) relating to or arising out of this Agreement or the Transactions transactions contemplated hereby; provided that (except that i) if any termination of this Agreement resulted directly or indirectly from fraud or Intentional Breach of this Agreement by the Company and its Subsidiaries (or their Affiliates) will remain obligated with respect tosuch fraud or Intentional Breach by the Company shall directly or indirectly cause the Closing not to occur, and Parent and Merger Sub may shall be entitled to remedies with respect tothe payment of the Company Termination Fee (to the extent owed pursuant to Section 10.03(a)) and to any Damages, to the extent proven, resulting from or arising out of such fraud or Intentional Breach (as reduced by any Company Termination Fee previously paid by the Company), (ii) if any termination of this Agreement resulted directly or indirectly from fraud or Intentional Breach of this Agreement or of the Parent Shareholder Support Agreement by any of the Parent Entities or the Founding Controlling Parent Shareholders, or such fraud or Intentional Breach by any of the Parent Entities or the Founding Controlling Parent Shareholders shall directly or indirectly cause the Closing not to occur, the Confidentiality Agreement, Section 8.3(a) (with respect Company shall be entitled to the expenses payment of the CompanyParent No Vote Termination Fee or Reverse Termination Fee (to the extent owed pursuant to Section 10.03(b)) and to any Damages, to the extent proven, resulting from or arising out of such fraud or Intentional Breach (as reduced by any Reverse Termination Fee previously paid by Parent and HoldCo) and (iii) for the avoidance of doubt, the payment of the Company Termination Fee, Parent No Vote Termination Fee or Reverse Termination Fee by a party hereto, by and in itself, shall not render a purported termination of this Agreement under Section 8.3(d), 10.01 effective if such purported termination is not permitted in accordance with the terms of Section 10.01 and in such case the Parties shall be entitled to seek specific performance as applicableset forth in Section 11.13.

Sole and Exclusive Remedy. Except in the event of fraud or any Willful Breach of any representation, warranty or covenant or agreement contained herein, if (i) If this Agreement is validly terminated pursuant to Section 8.1, Parentthe Company’s receipt of the Parent Termination Fee to the extent owed pursuant to Section 8.3(b8.3(c) (including the Company’s right to enforce the Guaranties with respect thereto and any amounts owed pursuant to Section 8.3(dreceive the Parent Termination Fee from the Guarantors), the Reimbursement Obligations and Parentthe Company’s right to seek specific performance pursuant to Section 9.10 (subject to the limitations set forth in Section 9.10), 9.8 will be the sole and exclusive remedies of the Company and the Company Related Parties against the Parent Related Parties in respect of this Agreement, any agreement executed in connection herewith and the transactions contemplated hereby and thereby, the termination of this Agreement, the failure to consummate the Merger Sub against or any claims or actions under applicable Law arising out of any breach, termination or failure. Upon payment of the Parent Termination Fee, none of the Parent Related Parties will have any further liability or obligation to any of: (A) the Company and its SubsidiariesAffiliates; and (B) the former, current and future holders of any equity, controlling personsPersons, Representativesdirectors, officers, employees, agents, attorneys, Affiliates, members, managers, general or limited partners, stockholders, directors, officers, employees, agents, attorneys shareholders and assignees of each of the Company, Company and its Subsidiaries and each of their respective Affiliates and former, current and future holders of any equity, controlling persons, Representatives, Affiliates, members, managers, general or limited partners, stockholders, directors, officers, employees, agents, attorneys and assignees of each of the foregoing (the Persons in clauses (A) and (B) collectively, the “Company Related Parties”) relating to or arising out of this Agreement, any agreement executed in connection herewith or the transactions contemplated hereby and thereby for any matters forming the basis of such termination (except that the Parties (or their Affiliates) will remain obligated with respect to, and the Company may be entitled to remedies with respect to, the Confidentiality Agreements and Section 8.3(e), as applicable). Notwithstanding the foregoing, this Section 8.3(f)(i) will not relieve Parent, Merger Sub or the Guarantors from liability (1) for any fraud or Willful Breach of this Agreement (it being acknowledged and agreed that any failure by Parent or Merger Sub to consummate the Transactions. Except in Closing at any time at which the event Company shall have the right to terminate this Agreement pursuant to Section 8.1(g) shall be deemed to be a Willful Breach by Parent and Merger Sub) or (2) for any breaches of fraud the Confidentiality Agreements; provided that under no circumstances will the collective monetary damages payable by Parent, Merger Sub or any of their Affiliates for breaches (including any Willful Breach of any representation, warranty or covenant or agreement contained herein, upon Breach) under this Agreement (taking into account the payment of the Parent Termination Fee and Reimbursement Obligations pursuant to this Agreement), the Guaranties or the Equity Commitment Letters exceed an amount equal to $100,685,096 in the aggregate for all such breaches (the “Parent or its designee, none Liability Limitation”). In no event will any of the Company Related Parties seek or obtain, nor will have they permit any further of their Representatives or any other Person acting on their behalf to seek or obtain, nor will any Person be entitled to seek or obtain, any monetary liability recovery or obligation to award in excess of the Parent Liability Limitation against (A) Parent Parent, Merger Sub or Merger Subany Guarantor; or (B) the former, current and future direct or indirect holders of any equity, controlling personsPersons, Representativesdirectors, officers, employees, agents, attorneys, Financing Sources, Affiliates (other than Parent Parent, Merger Sub or Merger Subany Guarantor), members, managers, general or limited partners, stockholders shareholders and assignees of each of Parent and Parent, Merger Sub and each Guarantor (the Persons in clauses (A) and (B) collectively, the “Parent Related Parties”), and in no event will the Company be entitled to seek or obtain consequential, special, indirect or punitive damages, in excess of the Parent Liability Limitation against the Parent Related Parties for, or with respect to, this Agreement, the Financing Letters, the Guaranties or the transactions contemplated hereby and thereby (including, any breach by any Guarantor, Parent or Merger Sub), the termination of this Agreement, the failure to consummate the Merger or any claims or actions under applicable Law arising out of any such breach, termination or failure; provided that neither the foregoing nor any other provision of this Agreement shall preclude (x) any liability of the Financing Sources to Parent or Merger Sub under the Debt Commitment Letter or the definitive agreements relating to the Debt Financing, nor limit Parent or Merger Sub from seeking to recover any such damages or obtain equitable relief from or with respect to any Financing Source pursuant to the Debt Commitment Letter or the definitive agreements relating to the Debt Financing, (y) any liability of the Guarantors to the Company, Parent or Merger Sub under the Equity Commitment Letters, nor limit the Company, Parent or Merger Sub from seeking to recover any such damages or obtain equitable relief (including, for the avoidance of doubt, specific performance under the Equity Commitment Letters) from or with respect to any Guarantors pursuant to the Equity Commitment Letters or (z) any liability of the Guarantors to the Company under the Guaranty. Subject to the proviso in the immediately preceding sentence, other than the Guarantors’ obligations under the Guaranties and the Equity Commitment Letters and other than the obligations of Parent and Merger Sub to the extent expressly provided in this Agreement, in no event will any Parent Related Party or any other Person other than any Guarantor, Parent and Merger Sub have any liability for monetary damages to the Company or any other Person relating to or arising out of this Agreement or the Transactions (except that the Company and its Subsidiaries (or their Affiliates) will remain obligated with respect to, and Parent and Merger Sub may be entitled to remedies with respect to, the Confidentiality Agreement, Section 8.3(a) (with respect to the expenses of the Company) and Section 8.3(d), as applicableMerger.

Sole and Exclusive Remedy. Except in the event of fraud or any Willful Breach of any representation, warranty or covenant or agreement contained herein, if (i) If this Agreement is validly terminated pursuant to Section 8.17.1, Parentthe Company’s receipt of the Parent Termination Fee to the extent owed pursuant to Section 8.3(b7.3(c) (including the Company’s right to enforce the Guarantee with respect thereto and any amounts owed pursuant to Section 8.3(dreceive the Parent Termination Fee from the Guarantors), the Parent Reimbursement Obligations, and Parentthe Company’s right to seek specific performance pursuant to Section 9.10 (subject to the limitations set forth in Section 9.10), 9.10(b) will be the sole and exclusive remedies of the Company and the Company Related Parties against the Parent Related Parties in respect of this Agreement, any agreement executed in connection herewith and the transactions contemplated hereby and thereby, the termination of this Agreement, the failure to consummate the Merger Sub against or any claims or actions under applicable Law arising out of any breach, termination or failure. Upon payment of the Parent Termination Fee, none of the Parent Related Parties will have any further liability or obligation to any of (A) the Company and its SubsidiariesAffiliates; and (B) the former, current and future holders of any equity, controlling persons, Representativesdirectors, officers, employees, agents, attorneys, Affiliates, members, managers, general or limited partners, stockholders, directors, officers, employees, agents, attorneys stockholders and assignees of each of the Company, Company and its Subsidiaries and each of their respective Affiliates and former, current and future holders of any equity, controlling persons, Representatives, Affiliates, members, managers, general or limited partners, stockholders, directors, officers, employees, agents, attorneys and assignees of each of the foregoing (the Persons in clauses (A) and (B) collectively, the “Company Related Parties”) in respect relating to or arising out of this Agreement, any agreement executed in connection herewith or the transactions contemplated hereby and thereby for any matters forming the basis of such termination (except that the Parties (or their respective Affiliates) will remain obligated with respect to, and the Company may be entitled to remedies with respect to, the Confidentiality Agreement and Section 7.3(e), as applicable). Notwithstanding the Transactions. Except in foregoing, this Section 7.3(f)(i) will not relieve the event of Parent, Merger Sub or any Guarantor from liability for (1) any fraud or Willful Breach of this Agreement, or (2) any breaches of the Confidentiality Agreement; provided that under no circumstances will the collective monetary damages payable by the Parent, Merger Sub or any of their Affiliates for breaches (including any Willful Breach of any representation, warranty or covenant or agreement contained herein, upon fraud) under this Agreement (taking into account the payment of the Parent Termination Fee pursuant to this Agreement), the Equity Commitment Letter or the Guarantee exceed an amount equal to $6,000,000 in the aggregate for all such breaches, plus the Enforcement Expenses, if any, and the Parent or its designeeReimbursement Obligations, none if any (collectively, the “Parent Liability Limitation”). In no event will any of the Company Related Parties seek or obtain, nor will have they permit any further of their Representatives or any other Person acting on their behalf to seek or obtain, nor will any Person be entitled to seek or obtain, any monetary liability recovery or obligation to award in excess of the Parent Liability Limitation against (A) Parent the Parent, Merger Sub or Merger Subany Guarantor; or (B) the former, current and future direct or indirect holders of any equity, controlling persons, Representativesdirectors, officers, employees, agents, attorneys, Debt Financing Sources, Affiliates (other than Parent the Parent, Merger Sub or Merger Subany Guarantor), members, managers, general or limited partners, stockholders and assignees of each of Parent and the Parent, Merger Sub and each Guarantor (the Persons in clauses (A) and (B) collectively, the “Parent Related Parties”) ), and, in no event will the Company be entitled to seek or obtain any monetary damages of any kind, including consequential, special, indirect or punitive damages, in excess of the Parent Liability Limitation against the Parent Related Parties for, or with respect to, this Agreement, the Equity Commitment Letter, the Guarantee, or the transactions contemplated hereby and thereby (including, any breach by the Parent, Merger Sub or any Guarantor), the termination of this Agreement, the failure to consummate the Merger or any claims or actions under applicable Law arising out of any such breach, termination or failure. Other than the Guarantors’ obligations under the Guarantee and the Equity Commitment Letter and other than the obligations of the Parent and Merger Sub to the extent expressly provided in this Agreement, in no event will any Parent Related Party or any other Person, have any liability for monetary damages to the Company or any other Person relating to or arising out of this Agreement or the Transactions (except that the Company and its Subsidiaries (or their Affiliates) will remain obligated with respect to, and Parent and Merger Sub may be entitled to remedies with respect to, the Confidentiality Agreement, Section 8.3(a) (with respect to the expenses of the Company) and Section 8.3(d), as applicableMerger.

Sole and Exclusive Remedy. Except (i) Under no circumstances will the collective monetary damages payable by Parent, Merger Sub or any of their Affiliates for breaches under this Agreement, the Guaranty or the Equity Commitment Letter exceed an amount equal to $256,000,000.00 plus the Reimbursement Obligations in the aggregate for all such breaches (the “Parent Liability Limitation”). In no event will any of fraud the Company Related Parties seek or obtain, nor will they permit any of their Representatives or any Willful Breach of other Person acting on their behalf to seek or obtain, nor will any representationPerson be entitled to seek or obtain, warranty any monetary recovery or covenant or agreement contained herein, if this Agreement is validly terminated pursuant to Section 8.1, Parent’s receipt award in excess of the Termination Fee to the extent owed pursuant to Section 8.3(b) and any amounts owed pursuant to Section 8.3(d), and Parent’s right to seek specific performance pursuant to Section 9.10 (subject to the limitations set forth in Section 9.10), will be the sole and exclusive remedies of Parent and Merger Sub Liability Limitation against (A) Parent, Merger Sub or the Company and its SubsidiariesGuarantor; and or (B) the former, current and future holders of any equity, controlling persons, Representatives, Affiliates, members, managers, general or limited partners, stockholders, directors, officers, employees, agents, attorneys and assignees of each of the Companyattorneys, its Subsidiaries and each of their respective Affiliates and former, current and future holders of any equity, controlling persons, Representatives, Affiliates, members, managers, general or limited partners, stockholders, directors, officers, employees, agents, attorneys and assignees of each of the foregoing (the Persons in clauses (A) and (B) collectively, the “Company Related Parties”) in respect of this Agreement and the Transactions. Except in the event of fraud or any Willful Breach of any representation, warranty or covenant or agreement contained herein, upon payment of the Termination Fee to Parent or its designee, none of the Company Related Parties will have any further monetary liability or obligation to (A) Parent or Merger Sub; or (B) the former, current and future direct or indirect holders of any equity, controlling persons, RepresentativesFinancing Sources, Affiliates (other than Parent Parent, Merger Sub or Merger Subthe Guarantor), members, managers, general or limited partners, stockholders and assignees of each of Parent and Parent, Merger Sub and the Guarantor (the Persons in clauses (A) and (B) collectively, the “Parent Related Parties”) ), and in no event will the Company be entitled to seek or obtain any monetary damages of any kind, including consequential, special, indirect or punitive damages, in excess of the Parent Liability Limitation against the Parent Related Parties for, or with respect to, this Agreement, the Equity Commitment Letter, the Guaranty or the transactions contemplated hereby and thereby (including, any breach by the Guarantor, Parent or Merger Sub), the termination of this Agreement, the failure to consummate the Merger or any claims or actions under applicable law arising out of any such breach, termination or failure; provided that the foregoing shall not preclude any liability of the Financing Sources to the Company, Parent or Merger Sub under the definitive agreements relating to the Debt Financing, nor limit the Company, Parent or Merger Sub from seeking to recover any such damages or obtain equitable relief from or with respect to any Financing Source pursuant to the definitive agreements relating to the Debt Financing. Other than the Guarantor’s obligations under the Guaranty and the Equity Commitment Letter and other than the obligations of Parent and Merger Sub to the extent expressly provided in this Agreement, in no event will any Parent Related Party or any other Person other than the Guarantor, Parent and Merger Sub have any liability for monetary damages to the Company or any other Person relating to or arising out of this Agreement or the Transactions (except that the Company and its Subsidiaries (or their Affiliates) will remain obligated with respect to, and Parent and Merger Sub may be entitled to remedies with respect to, the Confidentiality Agreement, Section 8.3(a) (with respect to the expenses of the Company) and Section 8.3(d), as applicableMerger.

Sole and Exclusive Remedy. Except in the event of fraud or any Willful Breach of any representation, warranty or covenant or agreement contained herein, if this Agreement is validly terminated pursuant to Section 8.1, (i) Parent’s receipt of the Company Termination Fee to the extent owed pursuant to Section 8.3(b10.4(a) (and any amounts payments owed pursuant to Section 8.3(d10.4(c), and Parent’s right to seek specific performance pursuant to Section 9.10 (subject to the limitations set forth in Section 9.10), ) will be the sole and exclusive remedies of only monetary damages that Parent and Merger Sub against and each of their respective Affiliates may recover from (A) the Company Group and its SubsidiariesAffiliates; and (B) the former, current and future holders of any equity, controlling persons, Representativesdirectors, officers, employees, agents, attorneys, Affiliates, members, managers, general or limited partners, stockholders, directors, officers, employees, agents, attorneys stockholders and assignees of each of the Company, Company Group and its Subsidiaries and each of their respective Affiliates and former, current and future holders of any equity, controlling persons, Representatives, Affiliates, members, managers, general or limited partners, stockholders, directors, officers, employees, agents, attorneys and assignees of each of the foregoing (the Persons in clauses (A) and (B) collectively, the “Company Related Parties”) in respect of this Agreement Agreement, any agreement executed in connection herewith and the Transactions. Except in transactions contemplated hereby and thereby, the event termination of fraud this Agreement, the failure to consummate the Merger or any Willful Breach claims or actions under applicable Law arising out of any representationsuch breach, warranty termination or covenant or agreement contained hereinfailure, and upon payment of the Termination Fee to Parent or its designeesuch amount, (1) none of the Company Related Parties will have any further monetary liability or obligation to (A) Parent or Merger Sub; Sub or (B) the former, current and future direct or indirect holders of any equity, controlling persons, Representatives, their Affiliates (other than Parent or Merger Sub), members, managers, general or limited partners, stockholders and assignees of each of Parent and Merger Sub (the Persons in clauses (A) and (B) collectively, the “Parent Related Parties”) relating to or arising out of this Agreement Agreement, any agreement executed in connection herewith or the Transactions transactions contemplated hereby and thereby or any matters forming the basis of such termination (except that the Company and its Subsidiaries Parties (or their Affiliates) will remain obligated with respect to, and Parent and Merger Sub may be entitled to remedies with respect to, the Confidentiality Agreement, Section 8.3(a) (with respect to the expenses of the Company10.4(a) and Section 8.3(d10.4(c), as applicable); and (2) none of Parent, Merger Sub or any other Person will be entitled to bring or maintain any claim, action or proceeding against the Company or any Company Related Party arising out of this Agreement, any agreement executed in connection herewith or the transactions contemplated hereby and thereby or any matters forming the basis for such termination (except that the Parties (or their Affiliates) will remain obligated with respect to, and Parent and Merger Sub may be entitled to remedies with respect to, the Confidentiality Agreement, Section 10.4(a) and Section 10.4(c), as applicable). Under no circumstances will the collective monetary damages payable by the Company for breaches under this Agreement exceed the Company Termination Fee in the aggregate for all such breaches (plus any payments owed pursuant to Section 10.4(c)) (the “Company Liability Limitation”). In no event will any of the Parent Related Parties seek or obtain, nor will they permit any of their Representatives or any other Person acting on their behalf to seek or obtain, nor will any Person be entitled to seek or obtain, any monetary recovery or award in excess of the Company Liability Limitation against any of the Company Related Parties, and in no event will Parent or Merger Sub or their Affiliates be entitled to seek or obtain any monetary damages of any kind, including consequential, special, indirect or punitive damages, in excess of the Company Liability Limitation against the Company Related Parties for, or with respect to, this Agreement or the Merger, the termination of this Agreement, the failure to consummate the Merger or any claims or actions under applicable Law arising out of any such breach, termination or failure.

Sole and Exclusive Remedy. Except (i) Under no circumstances will the collective monetary damages payable by the Buyer Parties or any of their Affiliates for breaches under this Agreement, the Guaranty or the Equity Commitment Letter exceed an amount equal to $209,200,000 plus the Reimbursement Obligations in the aggregate for all such breaches (the “Parent Liability Limitation”). In no event will any of fraud the Company Related Parties seek or obtain, nor will they permit any of their Representatives or any Willful Breach of other Person acting on their behalf to seek or obtain, nor will any representationPerson be entitled to seek or obtain, warranty any monetary recovery or covenant or agreement contained herein, if this Agreement is validly terminated pursuant to Section 8.1, Parent’s receipt monetary award in excess of the Termination Fee to the extent owed pursuant to Section 8.3(b) and any amounts owed pursuant to Section 8.3(d), and Parent’s right to seek specific performance pursuant to Section 9.10 (subject to the limitations set forth in Section 9.10), will be the sole and exclusive remedies of Parent and Merger Sub Liability Limitation against (A) the Company and its SubsidiariesBuyer Parties or the Guarantor; and or (B) the former, current and future holders of any equity, controlling persons, Representatives, Affiliates, members, managers, general or limited partners, stockholders, directors, officers, employees, agents, attorneys and assignees of each of the Companyattorneys, its Subsidiaries and each of their respective Affiliates and former, current and future holders of any equity, controlling persons, Representatives, Affiliates, members, managers, general or limited partners, stockholders, directors, officers, employees, agents, attorneys and assignees of each of the foregoing (the Persons in clauses (A) and (B) collectively, the “Company Related Parties”) in respect of this Agreement and the Transactions. Except in the event of fraud or any Willful Breach of any representation, warranty or covenant or agreement contained herein, upon payment of the Termination Fee to Parent or its designee, none of the Company Related Parties will have any further monetary liability or obligation to (A) Parent or Merger Sub; or (B) the former, current and future direct or indirect holders of any equity, controlling persons, RepresentativesFinancing Sources, Affiliates (other than Parent the Buyer Parties or Merger Subthe Guarantor), members, managers, general or limited partners, stockholders and assignees of each of Parent the Buyer Parties and Merger Sub the Guarantor (the Persons in clauses (A) and (B) collectively, the “Parent Related Parties”) ), and in no event will the Company Group be entitled to seek or obtain any monetary damages of any kind, including consequential, special, indirect or punitive damages, in excess of the Parent Liability Limitation against the Parent Related Parties for, or with respect to, this Agreement, the Equity Commitment Letter, the Guaranty or the transactions contemplated hereby and thereby (including any breach by the Guarantor or the Buyer Parties), the termination of this Agreement, the failure to consummate the Mergers or any claims or actions under applicable law arising out of any such breach, termination or failure; provided that the foregoing shall not preclude any liability of the Financing Sources to the Company Parties or the Buyer Parties under the definitive agreements relating to the Debt Financing, nor limit the Company Parties or the Buyer Parties from seeking to recover any such damages or obtain equitable relief from or with respect to any Financing Source pursuant to the definitive agreements relating to the Debt Financing. Other than the Guarantor’s obligations under the Guaranty and the Equity Commitment Letter and other than the Buyer Parties’ obligations under this Agreement, in no event will any Parent Related Party or any other Person other than the Guarantor and the Buyer Parties have any liability for monetary damages to the Company Parties or any other Person relating to or arising out of this Agreement or the Transactions (except that the Company and its Subsidiaries (or their Affiliates) will remain obligated with respect to, and Parent and Merger Sub may be entitled to remedies with respect to, the Confidentiality Agreement, Section 8.3(a) (with respect to the expenses of the Company) and Section 8.3(d), as applicableMergers.

Sole and Exclusive Remedy. Except in the event of fraud or any Willful Breach of any representation, warranty or covenant or agreement contained herein, if (i) (A) If this Agreement is validly terminated pursuant to Section 8.16.1, Parent’s receipt and the Parent Financing Termination Fee shall become due and payable in accordance with Section 6.3(b), from and after such termination and payment of the Parent Financing Termination Fee to the extent owed in full pursuant to and in accordance with Section 8.3(b6.3(b) (together with the payment of the Collection Fees and any amounts owed pursuant to Section 8.3(d)Expenses, the Reimbursement Obligations and Parent’s right to seek specific performance pursuant to and Purchaser’s obligations under the final sentence of Section 9.10 (subject to the limitations set forth in 4.14(d) and Section 9.104.18(e)), none of the Parent Related Parties will be the sole and exclusive remedies have any further Liability to any of Parent and Merger Sub against (A1) the Company and its Subsidiaries; and (B2) the former, current and future holders of any equityequityholders, controlling persons, Representatives, Affiliates, members, managers, general or limited partners, stockholders, directors, officers, employees, agents, attorneys and assignees of each of the Companyattorneys, its Subsidiaries and each of their respective Affiliates and former, current and future holders of any equity, controlling persons, Representatives, Affiliates, members, managers, general or limited partners, stockholders, directors, officers, employees, agents, attorneys and assignees of each of the foregoing (the Persons in clauses (A) and (B) collectively, the “Company Related Parties”) in respect of this Agreement and the Transactions. Except in the event of fraud or any Willful Breach of any representation, warranty or covenant or agreement contained herein, upon payment of the Termination Fee to Parent or its designee, none of the Company Related Parties will have any further monetary liability or obligation to (A) Parent or Merger Sub; or (B) the former, current and future direct or indirect holders of any equity, controlling persons, Representatives, Affiliates (other than Parent or Merger Sub)Subsidiaries, members, managers, general or limited partners, stockholders and assignees of each of Parent the Company and Merger Sub its Affiliates (the Persons in clauses (A1) and (2) collectively, the “Company Related Parties”) arising out of this Agreement for any matters forming the basis of such termination, and (B) in no event will any of the Company Related Parties obtain any monetary recovery or award in excess of an amount equal to sum of the Parent Financing Termination Fee, the Collection Fees and Expenses, the Reimbursement Obligations and Parent’s and Purchaser’s obligations under the final sentence of Section 4.14(d) and Section 4.18(e) (collectively, the “Maximum Liability Amount”) against (1) Parent, Purchaser or the Equity Investors or (2) the former, current and future equityholders, controlling persons, directors, officers, employees, agents, attorneys, financing sources, Financing Parties, Affiliates (other than Parent, Purchaser or the Equity Investors) members, managers, general or limited partners, stockholders and assignees of any of Parent, Purchaser or the Equity Investors (the Persons in clauses (1) and (2) collectively, the “Parent Related Parties”), in each case other than as expressly set forth in this Article 6. Other than the Equity Investors’ Liabilities, obligations and agreements under the Limited Guarantees and the Equity Commitment Letters and other than the Liabilities, obligations and agreements of Parent and Purchaser under this Agreement, in no event will any Parent Related Party have any Liability for monetary damages (including damages for fraud or breach, whether willful, intentional, unintentional or otherwise, or monetary damages in lieu of specific performance) relating to or any Company Related Party arising out of this Agreement or the Transactions (except that transactions contemplated hereby, including the Company and its Subsidiaries (or their AffiliatesAcquisition. Notwithstanding the foregoing, this Section 6.3(g)(i) will remain obligated with respect to, and Parent and Merger Sub may be entitled to remedies with respect to, the Confidentiality Agreement, Section 8.3(a) (not relieve any party thereto from Liability with respect to the expenses of the Company) and Section 8.3(d), as applicableConfidentiality Agreements.

Sole and Exclusive Remedy. Except in the event of fraud or any Willful Breach of any representation, warranty or covenant or agreement contained herein, if (i) If this Agreement is validly terminated pursuant to Section 8.1, Parentthe Company’s receipt of the Parent Termination Fee to (if payable), the extent owed Parent Reimbursement Obligations and any amounts payable pursuant to Section 8.3(b) and any amounts owed pursuant to Section 8.3(d8.3(e), and Parent’s right to seek specific performance pursuant to Section 9.10 (in each case subject to the limitations set forth in Section 9.10)terms and conditions of the Guaranties, will be the sole and exclusive remedies of the Company and the Company Related Parties against the Parent Related Parties for money damages in respect of this Agreement, any agreement executed in connection herewith and the transactions contemplated hereby and thereby, the termination of this Agreement, the failure to consummate the Merger Sub against or any claims or actions under applicable Law arising out of any breach, termination or failure. Other than the Parent Termination Fee, the Parent Reimbursement Obligations and any amounts payable pursuant to Section 8.3(e), in each case subject to the terms and conditions of the Guaranties, none of the Parent Related Parties will have any further liability or obligation to any of (A) the Company and its SubsidiariesAffiliates; and (B) the former, current and future holders of any equity, controlling persons, Representativesdirectors, officers, employees, agents, attorneys, Affiliates, members, managers, general or limited partners, stockholders, directors, officers, employees, agents, attorneys stockholders and assignees of each of the Company, Company and its Subsidiaries and each of their respective Affiliates and former, current and future holders of any equity, controlling persons, Representatives, Affiliates, members, managers, general or limited partners, stockholders, directors, officers, employees, agents, attorneys and assignees of each of the foregoing (the Persons in clauses (A) and (B) collectively, the “Company Related Parties”) relating to or arising out of this Agreement, any agreement executed in connection herewith or the transactions contemplated hereby and thereby for any matters forming the basis of such termination. The Company’s receipt of the Parent Termination Fee, the Parent Reimbursement Obligations and any amounts payable pursuant to Section 8.3(e) will be the only monetary damages the Company and its Affiliates may recover from the Parent Related Parties in respect of this Agreement Agreement, any agreement executed in connection herewith and the Transactions. Except in transactions contemplated hereby and thereby, the event termination of fraud this Agreement, the failure to consummate the Merger or any Willful Breach claims or actions under applicable Law arising out of any representationsuch breach, warranty termination or covenant or agreement contained hereinfailure, and upon payment of the Termination Fee to Parent or its designeesuch amount, none of the Company Parent Related Parties will have any further monetary liability or obligation to the Company relating to or arising out of this Agreement, any agreement executed in connection herewith or the transactions contemplated hereby and thereby or any matters forming the basis of such termination (except that the Parties (or their Affiliates) will remain obligated with respect to, and the Company may be entitled to remedies with respect to, the Confidentiality Agreements and Section 8.3(e), as applicable). Notwithstanding the foregoing, this Section 8.3(f)(i) will not limit the rights of the Company under Section 9.8(a) or relieve Parent, Merger Sub or any Guarantor from liability for any breaches of the Confidentiality Agreements. In no event will any of the Company Related Parties seek or obtain, nor will they permit any of their Representatives or any other Person acting on their behalf to seek or obtain, nor will any Person be entitled to seek or obtain, any monetary recovery or award in excess of the Parent Termination Fee plus the Parent Reimbursement Obligations plus any amounts payable pursuant to Section 8.3(e) (subject to the terms and conditions of the Guaranties) against (A) Parent Parent, Merger Sub or Merger Subany Guarantor; or (B) the former, current and future direct or indirect holders of any equity, controlling persons, Representativesdirectors, officers, employees, agents, attorneys, Financing Sources, Affiliates (other than Parent Parent, Merger Sub or Merger Subany Guarantor), members, managers, general or limited partners, stockholders and assignees of each of Parent and Parent, Merger Sub and each Guarantor (the Persons in clauses (A) and (B) collectively, the “Parent Related Parties”) relating to or arising out of this Agreement or the Transactions (except that ), and in no event will the Company be entitled to seek or obtain any monetary damages of any kind, including consequential, special, indirect or punitive damages, other than the Parent Termination Fee, the Parent Reimbursement Obligations and its Subsidiaries any amounts payable pursuant to Section 8.3(e) (subject to the terms and conditions of the Guaranties) when payable hereunder against the Parent Related Parties for, or their Affiliates) will remain obligated with respect to, and this Agreement, the Merger, the termination of this Agreement, the failure to consummate the Merger or any claims or actions under applicable Law arising out of any such breach, termination or failure; provided that the foregoing shall not preclude any liability of the Financing Sources to the Company, Parent and or Merger Sub may be entitled under the definitive agreements relating to remedies with respect tothe Debt Financing, nor limit the Confidentiality AgreementCompany, Section 8.3(a) (Parent or Merger Sub from seeking to recover any such damages or obtain equitable relief from or with respect to any Financing Source pursuant to the expenses of definitive agreements relating to the Company) and Section 8.3(d), as applicableDebt Financing.

Sole and Exclusive Remedy. Except in the event of fraud or any Willful Breach of any representation, warranty or covenant or agreement contained herein, if (i) If this Agreement is validly terminated pursuant to Section 8.1‎8.1, Parentthe Company’s receipt of the Parent Termination Fee and the Enforcement Costs to the extent owed due and payable (and timely and fully paid) pursuant to Section 8.3(b‎8.3‎(c) and any amounts owed pursuant to Section 8.3(d), and Parent’s right to seek specific performance pursuant to Section 9.10 (subject to the limitations set forth in Section 9.10), will be the sole and exclusive remedies of Parent and Merger Sub against remedy (whether at law or in equity, whether in contract or in tort or otherwise) that (A) the Company Group and its SubsidiariesAffiliates; and (B) the former, current and future holders of any equity, controlling persons, Representatives, Affiliates, members, managers, general or limited partners, stockholders, directors, officers, employees, agents, attorneys and assignees of each of the Company, its Subsidiaries and each of their respective Affiliates and former, current and future holders of any equity, controlling persons, Representativesattorneys, Affiliates, members, managers, general or limited partners, stockholders, directors, officers, employees, agents, attorneys and assignees of each of the foregoing (the Persons in clauses (A) and (B) collectively, the “Company Related Parties”) in respect of this Agreement and the Transactions. Except in the event of fraud or any Willful Breach of any representation, warranty or covenant or agreement contained herein, upon payment of the Termination Fee to Parent or its designee, none of the Company Related Parties will have any further monetary liability or obligation to (A) Parent or Merger Sub; or (B) the former, current and future direct or indirect holders of any equity, controlling persons, Representatives, Affiliates (other than Parent or Merger Sub), members, managers, general or limited partners, stockholders and assignees of each member of Parent the Company Group and Merger Sub its Affiliates (the Persons in clauses (A) and (B) collectively, but excluding the Company, the “Company Related Parties”) may recover from (1) the Buyer Parties or the Guarantors; or (2) the former, current and future holders of any equity, controlling persons, directors, officers, employees, agents, attorneys, Debt Financing Sources, Affiliates, members, managers, general or limited partners, stockholders or assignees of the Buyer Parties or the Guarantors (the Persons in clauses (1) and (2) collectively, but excluding the Buyer Parties, the “Parent Related Parties”) in respect of this Agreement, the Debt Commitment Letters, the Guarantees, the Support Agreements and any other agreement executed in connection herewith and the transactions contemplated hereby and thereby, the termination of this Agreement, the failure to consummate the Merger or any claims or actions under applicable law arising out of any breach (including any Willful and Material Breach), termination or failure, and upon payment of the Parent Termination Fee (if the Parent Termination Fee is due and payable), (x) none of the Parent Related Parties will have any further liability or obligation to the Company Related Parties relating to or arising out of this Agreement, the Debt Commitment Letters, the Guarantees, the Support Agreements or any other agreement executed in connection herewith or the transactions contemplated hereby and thereby, the termination of this Agreement, the failure to consummate the Merger or any claims or actions under applicable law arising out of any breach (including any Willful and Material Breach), termination or failure (except that the Buyer Parties (or their Affiliates) will remain obligated with respect to Section ‎6.6(e), Section ‎6.6(f), Section 8.3(c) and Section 8.3(e), as applicable); and (2) none of the Company Related Parties or any other Person will be entitled to bring or maintain any claim, action or proceeding against any Buyer Party or any other Parent Related Party arising out of this Agreement, the Debt Commitment Letters, the Guarantees, the Support Agreements or any other agreement executed in connection herewith or the transactions contemplated hereby and thereby, the termination of this Agreement, the failure to consummate the Merger or any claims or actions under applicable law arising out of any breach (including any Willful and Material Breach), termination or failure (except that the Buyer Parties (or their Affiliates) will remain obligated with respect to Section ‎6.6(e), Section ‎6.6(f), Section 8.3(c) and Section 8.3(e), as applicable). Notwithstanding anything to the contrary in this Agreement, the Debt Commitment Letters, the Guarantees, the Support Agreements or any other agreement executed in connection herewith or the transactions contemplated hereby and thereby, the maximum aggregate liability, whether in equity or at law, in Contract, in tort or otherwise, of the Parent Related Parties collectively (including monetary damages for fraud or breach, whether willful, intentional, unintentional or otherwise (including any Willful and Material Breach), or monetary damages in lieu of specific performance) under this Agreement, the Debt Commitment Letters, the Guarantees, the Support Agreements, the Company Stockholders Agreement and any other agreement executed in connection herewith and the transactions contemplated hereby and thereby, will not exceed under any circumstances an amount equal to (i) the Parent Termination Fee, if any, due and owing to the Company pursuant to ‎8.3‎(c), plus (ii) the Enforcement Costs, if any, due and owing to the Company pursuant to Section ‎8.3‎(e), plus (iii) the Reimbursement Obligations (or such lower amount, if applicable, as a court of competent jurisdiction may determine to be enforceable in accordance with applicable Law) (the “Parent Liability Limitation”). In no event will any of the Company Related Parties seek or obtain, nor will they permit any of their Representatives or any other Person acting on their behalf to seek or obtain, nor will any Person be entitled to seek or obtain, any monetary recovery or award in excess of the Parent Liability Limitation against any of the Parent Related Parties, and in no event will the Company Related Parties be entitled to seek or obtain any monetary damages of any kind, including consequential, special, indirect or punitive damages, in excess of the Parent Liability Limitation against the Parent Related Parties for, or with respect to, this Agreement, the Debt Commitment Letters, the Guarantees, the Support Agreements or any agreement executed in connection herewith or the transactions contemplated hereby or thereby, the termination of this Agreement, the failure to consummate the Merger or any claims or actions under applicable law arising out of any breach, termination or failure; provided that the foregoing shall not preclude any liability of the Debt Financing Sources to the Buyer Parties under the definitive agreements relating to the Debt Financing, nor limit the Buyer Parties from seeking to recover any such damages or obtain equitable relief from or with respect to any Debt Financing Source pursuant to the definitive agreements relating to the Debt Financing. Other than each Guarantor’s obligations under the Guarantees, the applicable Sponsor Stockholders’ obligations under the Company Stockholder Agreement and other than the Buyer Parties’ obligations under this Agreement, in no event will any Parent Related Party or any other Person other than each Guarantor, such Sponsor Stockholder, and the Buyer Parties, as applicable, have any liability for monetary damages to the Company or any other Person relating to or arising out of this Agreement or the Transactions (except that Merger and, in each case, subject to the terms and conditions set forth herein, the Guarantees, and the Company and its Subsidiaries (or their Affiliates) will remain obligated with respect to, and Parent and Merger Sub may be entitled to remedies with respect to, the Confidentiality Stockholders Agreement, Section 8.3(a) (with respect to the expenses of the Company) and Section 8.3(d), as applicable.

Sole and Exclusive Remedy. Except in the event of fraud or any Willful Breach of any representation, warranty or covenant or agreement contained herein, if (i) If this Agreement is validly terminated pursuant to Section 8.17.1, Parentthe Company’s receipt of the Parent Termination Fee to the extent owed pursuant to Section 8.3(b) and any amounts owed pursuant to Section 8.3(d7.3(c), the Parent Reimbursement Obligations, if any, and Parentthe Company’s right to seek specific performance pursuant to Section 9.10 (subject to the limitations set forth in Section 9.10), 9.12(b) will be the sole and exclusive remedies of the Company and the Company Related Parties against the Parent Related Parties in respect of this Agreement, any agreement executed in connection herewith and the transactions contemplated hereby and thereby, the termination of this Agreement, the failure to consummate the Merger Sub against or any claims or actions under applicable Law arising out of any breach, termination or failure. Upon payment of the Parent Termination Fee, none of the Parent Related Parties will have any further liability or obligation to any of (A) the Company and its SubsidiariesAffiliates; and (B) the former, current and future holders of any equity, controlling persons, Representativesdirectors, officers, employees, agents, attorneys, Affiliates, members, managers, general or limited partners, stockholders, directors, officers, employees, agents, attorneys stockholders and assignees of each of the Company, Company and its Subsidiaries and each of their respective Affiliates and former, current and future holders of any equity, controlling persons, Representatives, Affiliates, members, managers, general or limited partners, stockholders, directors, officers, employees, agents, attorneys and assignees of each of the foregoing (the Persons in clauses (A) and (B) collectively, the “Company Related Parties”) in respect relating to or arising out of this Agreement, any agreement executed in connection herewith or the transactions contemplated hereby and thereby for any matters forming the basis of such termination (except that the Parties (or their Affiliates) will remain obligated with respect to, and the Company may be entitled to remedies with respect to, the Confidentiality Agreement and Section 7.3(e), as applicable). Notwithstanding the Transactions. Except in foregoing, this Section 7.3(f)(i) will not relieve the event of Parent or Merger Sub from liability for (1) any fraud or Willful Breach of this Agreement, or (2) any breaches of the Confidentiality Agreement; provided that under no circumstances will the collective monetary damages payable by the Parent, Merger Sub or any of their Affiliates for breaches (including any Willful Breach of any representation, warranty or covenant or agreement contained herein, upon fraud) under this Agreement (taking into account the payment of the Parent Termination Fee pursuant to this Agreement) exceed an amount equal to $24,258,870 in the aggregate plus the Enforcement Expenses, if any, and the Parent or its designeeReimbursement Obligations, none if any (collectively, the “Parent Liability Limitation”). In no event will any of the Company Related Parties seek or obtain, nor will have they permit any further of their Representatives or any other Person acting on their behalf to seek or obtain, nor will any Person be entitled to seek or obtain, any monetary liability recovery or obligation to award in excess of the Parent Liability Limitation against (A) the Parent or Merger Sub; or (B) the former, current and future direct or indirect holders of any equity, controlling persons, Representativesdirectors, Affiliates (other than Parent or Merger Sub), members, managers, general or limited partners, stockholders and assignees of each of Parent and Merger Sub (the Persons in clauses (A) and (B) collectively, the “Parent Related Parties”) relating to or arising out of this Agreement or the Transactions (except that the Company and its Subsidiaries (or their Affiliates) will remain obligated with respect to, and Parent and Merger Sub may be entitled to remedies with respect to, the Confidentiality Agreement, Section 8.3(a) (with respect to the expenses of the Company) and Section 8.3(d), as applicable.officers,

Sole and Exclusive Remedy. Except (i) Notwithstanding anything to the contrary in this Agreement, in the event of fraud or any Willful Breach of any representation, warranty or covenant or agreement contained herein, if this Agreement is validly terminated pursuant to Section 8.1, Parent’s receipt of the Termination Fee to the extent owed pursuant to Section 8.3(b) and any amounts owed pursuant to Section 8.3(d), and Parent’s right to seek specific performance pursuant to Section 9.10 (subject to the limitations set forth in Section 9.10), will be the sole and exclusive remedies of that Parent and Merger Sub fail to effect the Closing or otherwise breach this Agreement or fail to perform hereunder, then, except for an order of specific performance as permitted by Section 9.10, the Company’s sole and exclusive remedy against (A1) Parent, Merger Sub, the Company Guarantor and its Subsidiaries; and the Equity Investor, (B2) the former, current and future holders of any equity, partnership or limited liability company interest, controlling persons, Representativesdirectors, officers, employees, agents, attorneys, Affiliates, members, managers, general or limited partners, stockholdersstockholders or assignees of Parent, Merger Sub, the Guarantor or any Equity Investor, and (3) any future holders of any equity, partnership or limited liability company interest, controlling persons, directors, officers, employees, agents, attorneys and assignees of each of the Company, its Subsidiaries and each of their respective Affiliates and former, current and future holders of any equity, controlling persons, Representativesattorneys, Affiliates, members, managers, general or limited partners, stockholders, directors, officers, employees, agents, attorneys and stockholders or assignees of each any of the foregoing (the Persons in clauses (A) and (B) collectively, the “Company Related Parties”) in respect of this Agreement and the Transactions. Except in the event of fraud or any Willful Breach of any representation, warranty or covenant or agreement contained herein, upon payment of the Termination Fee to Parent or its designee, none of the Company Related Parties will have any further monetary liability or obligation to (A) Parent or Merger Sub; or (B) the former, current and future direct or indirect holders of any equity, controlling persons, Representatives, Affiliates (other than Parent or Merger Sub), members, managers, general or limited partners, stockholders and assignees of each of Parent and Merger Sub (the Persons in clauses (A) and (B) collectively, the “Parent Related PartiesGroup”) and the Lender Entities in respect of this Agreement, any agreement executed in connection herewith, including the Commitment Letters and the Guaranty, and the transactions contemplated hereby and thereby shall be (without limiting the proviso set forth in Section 8.02(b)(ii) or the Company’s right to collect the Parent Termination Fee in the event of a termination by Parent pursuant to Section 8.01(b)(i) in accordance with such proviso) to terminate this Agreement in accordance with this Article VIII and collect, if due, the Parent Termination Fee pursuant to Section 8.02(b) (including any Enforcement Expenses payable pursuant to Section 8.02(c)) and, as applicable, the reimbursements contemplated by Section 6.02(a), Section 6.03 and Section 6.07. If the Parent Termination Fee is due pursuant to Section 8.02(b), (A) the Company’s right to receive the Parent Termination Fee (including any Enforcement Expenses payable pursuant to Section 8.02(c)) and, as applicable, the reimbursements contemplated by Section 6.02(a), Section 6.03 and Section 6.07 shall be the sole and exclusive remedies of each and any member of the Company Group for any loss suffered as a result of any breach of this Agreement or the failure of the Closing to be consummated and (B) upon due payment of such amounts, no member of the Parent Group or Lender Entity shall have any further liability or obligation relating to or arising out of this Agreement Agreement, any agreement executed in connection herewith, the Commitment Letters or the Transactions (except that Guaranty, or the Company and its Subsidiaries (transactions contemplated hereby or their Affiliates) will remain obligated with respect tothereby. Notwithstanding anything to the contrary in this Agreement, and the maximum aggregate liability of Parent and Merger Sub may be entitled to remedies with respect toand the Lender Entities together for any losses, the Confidentiality Agreementdamages, Section 8.3(a) (with respect to the costs or expenses of the Company, its Subsidiaries or Affiliates related to the failure of the Closing to occur, or a breach of this Agreement or failure to perform hereunder by Parent or Merger Sub or otherwise, shall be limited to an aggregate amount equal to: (i) the amount of the Parent Termination Fee (plus any Enforcement Expenses payable pursuant to Section 8.02(c)) plus (ii) the amount of the reimbursements contemplated by Section 6.02(a), Section 6.03 and Section 8.3(d)6.07, and in no event shall the Company, its Subsidiaries, or its Affiliates seek any amount in excess of such aggregate amount in connection with this Agreement, the Commitment Letters or the Guaranty or the transactions contemplated thereby, whether at law or equity, in contract, in tort or otherwise. For the avoidance of doubt, notwithstanding anything to the contrary set forth herein, nothing in this Section 8.02(d)(i) limits Parent’s or its Affiliates’ liability under the Confidentiality Agreement or the Company’s right to pursue specific performance as applicableprovided in Section 9.10.

Sole and Exclusive Remedy. Except (i) Under no circumstances will the collective monetary damages payable by Parent, Merger Sub or any of their Affiliates for breaches under this Agreement, the Guaranty or the Equity Commitment Letter exceed an amount equal to $135,660,000 plus the Reimbursement Obligations in the aggregate for all such breaches (the “Parent Liability Limitation”). In no event will any of fraud the Company Related Parties seek or obtain, nor will they permit any of their Representatives or any Willful Breach of other Person acting on their behalf to seek or obtain, nor will any representationPerson be entitled to seek or obtain, warranty any monetary recovery or covenant or agreement contained herein, if this Agreement is validly terminated pursuant to Section 8.1, Parent’s receipt award in excess of the Termination Fee to the extent owed pursuant to Section 8.3(b) and any amounts owed pursuant to Section 8.3(d), and Parent’s right to seek specific performance pursuant to Section 9.10 (subject to the limitations set forth in Section 9.10), will be the sole and exclusive remedies of Parent and Merger Sub Liability Limitation against (A) Parent, Merger Sub or the Company and its SubsidiariesGuarantor; and or (B) the former, current and future holders of any equity, controlling persons, Representatives, Affiliates, members, managers, general or limited partners, stockholders, directors, officers, employees, agents, attorneys and assignees of each of the Companyattorneys, its Subsidiaries and each of their respective Affiliates and former, current and future holders of any equity, controlling persons, Representatives, Affiliates, members, managers, general or limited partners, stockholders, directors, officers, employees, agents, attorneys and assignees of each of the foregoing (the Persons in clauses (A) and (B) collectively, the “Company Related Parties”) in respect of this Agreement and the Transactions. Except in the event of fraud or any Willful Breach of any representation, warranty or covenant or agreement contained herein, upon payment of the Termination Fee to Parent or its designee, none of the Company Related Parties will have any further monetary liability or obligation to (A) Parent or Merger Sub; or (B) the former, current and future direct or indirect holders of any equity, controlling persons, RepresentativesFinancing Sources, Affiliates (other than Parent Parent, Merger Sub or Merger Subthe Guarantor), members, managers, general or limited partners, stockholders and assignees of each of Parent and Parent, Merger Sub and the Guarantor (the Persons in clauses (A) and (B) collectively, the “Parent Related Parties”) ), and in no event will the Company Group be entitled to seek or obtain any monetary damages of any kind, including consequential, special, indirect or punitive damages, in excess of the Parent Liability Limitation against the Parent Related Parties for, or with respect to, this Agreement, the Equity Commitment Letter, the Guaranty or the transactions contemplated hereby and thereby (including, any breach by the Guarantor, Parent or Merger Sub), the termination of this Agreement, the failure to consummate the Merger or any claims or actions under applicable law arising out of any such breach, termination or failure; provided that the foregoing shall not preclude any liability of the Financing Sources to the Company, Parent or Merger Sub under the definitive agreements relating to the Debt Financing, nor limit the Company, Parent or Merger Sub from seeking to recover any such damages or obtain equitable relief from or with respect to any Financing Source pursuant to the definitive agreements relating to the Debt Financing. Other than the Guarantor’s obligations under the Guaranty and the Equity Commitment Letter and other than the obligations of Parent and Merger Sub to the extent expressly provided in this Agreement, in no event will any Parent Related Party or any other Person other than the Guarantor, Parent and Merger Sub have any liability for monetary damages to the Company or any other Person relating to or arising out of this Agreement or the Transactions (except that the Company and its Subsidiaries (or their Affiliates) will remain obligated with respect to, and Parent and Merger Sub may be entitled to remedies with respect to, the Confidentiality Agreement, Section 8.3(a) (with respect to the expenses of the Company) and Section 8.3(d), as applicableMerger.

Sole and Exclusive Remedy. Except (i) Under no circumstances will the collective monetary damages payable by Parent, Merger Sub or any of their Affiliates for breaches under this Agreement, the Guaranties or the Equity Commitment Letter exceed an amount equal to $133,393,000 plus the Reimbursement Obligations in the aggregate for all such breaches (the “Parent Liability Limitation”). In no event will any of fraud the Company Related Parties seek or obtain, nor will they permit any of their Representatives or any Willful Breach of other Person acting on their behalf to seek or obtain, nor will any representationPerson be entitled to seek or obtain, warranty any monetary recovery or covenant or agreement contained herein, if this Agreement is validly terminated pursuant to Section 8.1, Parent’s receipt award in excess of the Termination Fee to the extent owed pursuant to Section 8.3(b) and any amounts owed pursuant to Section 8.3(d), and Parent’s right to seek specific performance pursuant to Section 9.10 (subject to the limitations set forth in Section 9.10), will be the sole and exclusive remedies of Parent and Merger Sub Liability Limitation against (A) Parent, Merger Sub or the Company and its SubsidiariesGuarantors; and or (B) the former, current and future holders of any equity, controlling persons, Representatives, Affiliates, members, managers, general or limited partners, stockholders, directors, officers, employees, agents, attorneys and assignees of each of the Companyattorneys, its Subsidiaries and each of their respective Affiliates and former, current and future holders of any equity, controlling persons, Representatives, Affiliates, members, managers, general or limited partners, stockholders, directors, officers, employees, agents, attorneys and assignees of each of the foregoing (the Persons in clauses (A) and (B) collectively, the “Company Related Parties”) in respect of this Agreement and the Transactions. Except in the event of fraud or any Willful Breach of any representation, warranty or covenant or agreement contained herein, upon payment of the Termination Fee to Parent or its designee, none of the Company Related Parties will have any further monetary liability or obligation to (A) Parent or Merger Sub; or (B) the former, current and future direct or indirect holders of any equity, controlling persons, RepresentativesFinancing Sources, Affiliates (other than Parent Parent, Merger Sub or Merger Subthe Guarantors), members, managers, general or limited partners, stockholders and assignees of each of Parent and Parent, Merger Sub and the Guarantors (the Persons in clauses (A) and (B) collectively, the “Parent Related Parties”) ), and in no event will the Company Group be entitled to seek or obtain any monetary damages of any kind, including consequential, special, indirect or punitive damages, in excess of the Parent Liability Limitation against the Parent Related Parties for, or with respect to, this Agreement, the Equity Commitment Letter, the Guaranties or the transactions contemplated hereby and thereby (including, any breach by the Guarantors, Parent or Merger Sub), the termination of this Agreement, the failure to consummate the Merger or any claims or actions under applicable law arising out of any such breach, termination or failure; provided that the foregoing shall not preclude any liability of the Financing Sources to the Table of Contents Company, Parent or Merger Sub under the definitive agreements relating to the Debt Financing, nor limit the Company, Parent or Merger Sub from seeking to recover any such damages or obtain equitable relief from or with respect to any Financing Source pursuant to the definitive agreements relating to the Debt Financing. Other than the Guarantors’ obligations under the Guaranties and the Equity Commitment Letter and other than the obligations of Parent and Merger Sub to the extent expressly provided in this Agreement, in no event will any Parent Related Party or any other Person other than the Guarantors, Parent and Merger Sub have any liability for monetary damages to the Company or any other Person relating to or arising out of this Agreement or the Transactions (except that the Company and its Subsidiaries (or their Affiliates) will remain obligated with respect to, and Parent and Merger Sub may be entitled to remedies with respect to, the Confidentiality Agreement, Section 8.3(a) (with respect to the expenses of the Company) and Section 8.3(d), as applicableMerger.

Sole and Exclusive Remedy. Except (i) Under no circumstances will the collective monetary damages payable by Parent, Merger Sub or any of their Affiliates for breaches under this Agreement, the Guaranty or the Equity Commitment Letter exceed an amount equal to $144,000,000 plus the Reimbursement Obligations in the aggregate for all such breaches (the “Parent Liability Limitation”). In no event will any of fraud the Company Related Parties seek or obtain, nor will they permit any of their Representatives or any Willful Breach of other Person acting on their behalf to seek or obtain, nor will any representationPerson be entitled to seek or obtain, warranty any monetary recovery or covenant or agreement contained herein, if this Agreement is validly terminated pursuant to Section 8.1, Parent’s receipt award in excess of the Termination Fee to the extent owed pursuant to Section 8.3(b) and any amounts owed pursuant to Section 8.3(d), and Parent’s right to seek specific performance pursuant to Section 9.10 (subject to the limitations set forth in Section 9.10), will be the sole and exclusive remedies of Parent and Merger Sub Liability Limitation against (A) Parent, Merger Sub or the Company and its SubsidiariesGuarantors; and or (B) the former, current and future holders of any equity, controlling persons, Representatives, Affiliates, members, managers, general or limited partners, stockholders, directors, officers, employees, agents, attorneys and assignees of each of the Companyattorneys, its Subsidiaries and each of their respective Affiliates and former, current and future holders of any equity, controlling persons, Representatives, Affiliates, members, managers, general or limited partners, stockholders, directors, officers, employees, agents, attorneys and assignees of each of the foregoing (the Persons in clauses (A) and (B) collectively, the “Company Related Parties”) in respect of this Agreement and the Transactions. Except in the event of fraud or any Willful Breach of any representation, warranty or covenant or agreement contained herein, upon payment of the Termination Fee to Parent or its designee, none of the Company Related Parties will have any further monetary liability or obligation to (A) Parent or Merger Sub; or (B) the former, current and future direct or indirect holders of any equity, controlling persons, RepresentativesFinancing Sources, Affiliates (other than Parent Parent, Merger Sub or Merger Subthe Guarantors), members, managers, general or limited partners, stockholders and assignees of each of Parent and Parent, Merger Sub and the Guarantors (the Persons in clauses (A) and (B) collectively, the “Parent Related Parties”) relating ), and in no event will the Company Group be entitled to seek or obtain any monetary damages of any kind, including consequential, special, indirect or punitive damages, in excess of the Parent Liability Limitation against the Parent Related Parties for, or with respect to, this Agreement, the Equity Commitment Letter, the Guaranty or the transactions contemplated hereby and thereby (including, any breach by the Guarantors, Parent or Merger Sub), the termination of this Agreement, the failure to consummate the Merger or any claims or actions under applicable Law arising out of this Agreement any such breach, termination or the Transactions failure (except that the Company and its Subsidiaries Parties (or their Affiliates) will remain obligated with respect to, and Parent and Merger Sub the Company Group may be entitled to remedies with respect to, the Confidentiality Agreement, Agreement and Section 8.3(a) (with respect to the expenses of the Company) and Section 8.3(d), as applicable); provided that the foregoing shall not preclude any liability of the Financing Sources to Parent, Merger Sub and its Affiliates under agreements among the Financing Sources and such Persons, and after the occurrence of the Effective Time, under any definitive agreements with the Company Group relating to any Debt Financing. Other than the Guarantors’ obligations under the Guaranty and the Equity Commitment Letter and other than the obligations of Parent and Merger Sub to the extent expressly provided in this Agreement, in no event will any Parent Related Party or any other Person other than the Guarantors, Parent and Merger Sub have any liability for monetary damages to the Company or any other Person relating to or arising out of this Agreement or the Merger.

Sole and Exclusive Remedy. Except (i) Under no circumstances will the collective monetary damages and any other amounts payable by Parent, Merger Sub or any of their Affiliates for breaches (including willful breach) under this Agreement, the Guarantee or the Equity Commitment Letter exceed an amount in the event aggregate for all such breaches (such aggregate amount, the “Parent Liability Limitation”) equal to (x) the amount of fraud or the Parent Termination Fee, plus (y) up to an additional $4,000,000 in the aggregate in respect of all of the Reimbursement Obligations and any Willful Breach of any representationcosts, warranty or covenant or agreement contained herein, if this Agreement is validly terminated interest and expenses in connection with a Legal Proceeding payable pursuant to Section 8.1, Parent’s receipt 8.3(e). In no event will any of the Termination Fee to the extent owed pursuant to Section 8.3(b) and Company Related Parties seek or obtain, nor will they permit any amounts owed pursuant to Section 8.3(d), and Parent’s right of their Representatives or any other Person acting on their behalf to seek specific performance pursuant or obtain, nor will any Person be entitled to Section 9.10 seek or obtain, any monetary recovery or monetary award (subject to the limitations set forth in Section 9.10), will be the sole and exclusive remedies of Parent and Merger Sub against including for willful breach) (A) in excess of the Company and its SubsidiariesParent Liability Limitation against Parent, Merger Sub or the Guarantor; and or (B) against the former, current and or future holders of any equity, controlling persons, Representatives, Affiliates, members, managers, general or limited partners, stockholders, directors, officers, employees, agents, attorneys and assignees of each of the Companyattorneys, its Subsidiaries and each of their respective Affiliates and former, current and future holders of any equity, controlling persons, Representatives, Affiliates, members, managers, general or limited partners, stockholders, directors, officers, employees, agents, attorneys and assignees of each of the foregoing (the Persons in clauses (A) and (B) collectively, the “Company Related Parties”) in respect of this Agreement and the Transactions. Except in the event of fraud or any Willful Breach of any representation, warranty or covenant or agreement contained herein, upon payment of the Termination Fee to Parent or its designee, none of the Company Related Parties will have any further monetary liability or obligation to (A) Parent or Merger Sub; or (B) the former, current and future direct or indirect holders of any equity, controlling persons, RepresentativesFinancing Sources, Affiliates (other than Parent Parent, Merger Sub or Merger Subthe Guarantor), members, managers, general or limited partners, stockholders and assignees of each of Parent and Parent, Merger Sub and the Guarantor (the Persons in clauses (A) and (B) collectively, the “Parent Related Parties”) ), and in no event will the Company Group be entitled to seek or obtain any monetary damages of any kind, including consequential, special, indirect or punitive damages, in excess of the Parent Liability Limitation against Parent, Merger Sub or the Guarantor or in any case against the other Parent Related Parties for, or with respect to, this Agreement, the Equity Commitment Letter, the Guarantee or the transactions contemplated hereby and thereby (including, any breach by the Guarantor, Parent or Merger Sub), the termination of this Agreement, the failure to consummate any of the Transactions or any claims or actions under applicable law arising out of any such breach, termination or failure. Other than the Guarantor’s obligations under the Guarantee and the Equity Commitment Letter, other than the obligations of Parent and Merger Sub to the extent expressly provided in this Agreement and other than the obligations of Parent, Merger Sub or any of their respective Affiliates to the extent expressly provided in the Confidentiality Agreement, in no event will any Parent Related Party or any other Person other than the Guarantor, Parent and Merger Sub have any liability for monetary damages to the Company or any other Person relating to or arising out of this Agreement or the Transactions (except that the Company and its Subsidiaries (or their Affiliates) will remain obligated with respect to, and Parent and Merger Sub may be entitled to remedies with respect to, the Confidentiality Agreement, Section 8.3(a) (with respect to the expenses of the Company) and Section 8.3(d), as applicableTransactions.