Common use of Sole Remedies Clause in Contracts

Sole Remedies. The Guaranteed Party agrees that it has and shall have no right of recovery against any of the Guarantors, any former, current or future, direct or indirect director, manager, officer, employee, agent, financing source or Affiliate of any of the Guarantors, any former, current or future, direct or indirect holder of any equity interests or securities of any of the Guarantors (whether such holder is a limited or general partner, manager, member, stockholder, securityholder or otherwise), any former, current or future assignee of any of the Guarantors, any former, current or future director, officer, employee, agent, financing source, general or limited partner, manager, management company, member, stockholder, securityholder, Affiliate, controlling Person or representative or assignee of any of the foregoing, or any former, current or future heir, executor, administrator, trustee, successor or assign of any of the foregoing other than Parent, Merger Sub or their successors and assignees under the Merger Agreement (any such person or entity, other than the undersigned, or Parent, Merger Sub, the Debt Financing Borrower or their successors and assignees under the Merger Agreement, a “Related Person”), through Parent, Merger Sub, the Debt Financing Borrower or otherwise. The Guaranteed Party acknowledges and agrees that the limitation set forth in the preceding sentence applies without regard to whether any claim is asserted by attempting to xxxxxx the corporate, limited liability company or limited partnership veil, by or through a claim by or on behalf of Parent or Merger Sub against any of the Guarantors or any Related Person of any Guarantor, or otherwise. The foregoing limitation shall not apply, however, to: (a) rights and claims against any counterparty to the Confidentiality Agreement (or a joinder thereto) ; (b) rights and claims against Parent, Merger Sub or the Debt Financing Borrower under or relating to the Merger Agreement (including in respect of fraud), subject to the limitations set forth therein; or (c) rights and claims against the Guarantors and their successors and assigns (i) under this Limited Guarantee and pursuant to the terms and subject to the conditions of this Limited Guarantee, (ii) to (A) an injunction or injunctions, specific performance or other equitable remedies to prevent breaches of the Equity Commitment Letter or to enforce specifically the terms and provisions of the Equity Commitment Letter pursuant to, and subject to the limitations, thereof, and to Section 9.12 and Section 9.15 of the Merger Agreement and or (B) to enforce the Guaranteed Party’s rights to consent to certain matters as expressly provided under the Equity Commitment Letter (each, a “Permitted Claim”). Except for the Permitted Claims, recourse against the Guarantors under this Limited Guarantee shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) of the Guaranteed Party and its shareholders and all of their respective Affiliates against the Guarantors and any Related Person of any Guarantor in respect of any breach, loss or damage arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby. The Guaranteed Party covenants and agrees that neither it nor its shareholders shall institute, and shall cause their respective Affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Merger Agreement or the Transactions contemplated thereby, against the Guarantors or any Related Person of any Guarantor, except for any Permitted Claims. Notwithstanding the foregoing, if any Guarantor (x) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (y) transfers or conveys all or a substantial portion of its properties and other assets to any person such that the sum of such Guarantor’s remaining net assets plus its uncalled capital, plus available funds is less than the Maximum Guarantor Amount, then, and in each such case, the Guaranteed Party may seek recourse against such continuing or surviving entity or such Person, as the case may be, but only to the extent of the unpaid liability of such Guarantor hereunder up to the amount of the Guaranteed Obligations for which such Guarantor is liable, as determined in accordance with this Limited Guarantee. Other than in respect of Permitted Claims, the Guaranteed Party further covenants and agrees that: (I) neither it nor its shareholders shall have the right to recover, and shall not recover, and neither it nor its shareholders shall institute, directly or indirectly, and shall cause their respective Affiliates not to institute, any proceeding or bring any other claim to recover, more than the Maximum Amount in the aggregate from the Guarantors or the Maximum Guarantor Amount from any Guarantor, their permitted assignees and Parent or Merger Sub in respect of any liabilities or obligations of the Guarantors, Parent or Merger Sub arising under or in connection with the Merger Agreement, this Limited Guarantee or the transactions contemplated hereby or thereby; and (II) the Guaranteed Party shall promptly return all monies paid to it or its Subsidiaries or Affiliates in excess of such liabilities or obligations. Nothing set forth in this Limited Guarantee shall confer or give to any Person other than the Guaranteed Party any rights or remedies against any Person, including the Guarantors, except as expressly set forth in this Limited Guarantee. The Guaranteed Party acknowledges that the Guarantors are agreeing to enter into this Limited Guarantee in reliance on the provisions set forth in this Section 3. This Section 3 shall survive termination of this Limited Guarantee.

Sole Remedies. The Guaranteed Party acknowledges and agrees that the sole cash asset of Parent is cash in a de minimis amount and that no additional funds are expected to be contributed to Parent unless and until the Closing occurs. No Guarantor shall have any obligation or liability to any Person relating to, arising out of or in connection with the Merger Agreement, this Limited Guarantee, the Equity Commitment Letter or the transactions contemplated thereby other than as expressly set forth herein and therein. The Guaranteed Party further agrees that it has and shall have no right of recovery against any of the Guarantors, any former, current or future assignee of any of the Guarantors or any current or future, direct or indirect director, managerpartner, principal, officer, employee, agent, or other financing source source, Representative or Affiliate of any of the Guarantors, any former, current or future, direct or indirect holder of any equity interests or securities of any of the Guarantors (whether such holder is a limited or general partner, manager, member, stockholder, securityholder or otherwise), any former, current or future assignee of any of the Guarantorsdirector, any formerpartner, current or future directorprincipal, officer, employee, agent, financing source, general or limited partner, manager, management company, member, stockholder, securityholder, Affiliate, controlling Person or representative or assignee of any of the foregoingother financing source, or any former, current or future heir, executor, administrator, trustee, successor or assign Representative of any of the foregoing other than permitted assignees of the Guarantors, and Parent, Merger Sub Subsidiary or their successors and permitted assignees under the Merger Agreement (any such person or entity, other than (x) the undersigned, undersigned and their permitted assignees hereunder or (y) Parent, Merger Sub, the Debt Financing Borrower Subsidiary or their successors and permitted assignees under the Merger Agreement, a “Guarantor Related Person”), through Parent, Merger Sub, the Debt Financing Borrower Parent or otherwise. The Guaranteed Party acknowledges and agrees that the limitation set forth in the preceding sentence applies without regard to , whether any claim is asserted by attempting to xxxxxx or through attempted piercing of the corporate, limited liability company or limited partnership veil, by or through a claim by or on behalf of Parent or Merger Sub against any of the Guarantors or any Guarantor Related Person of any GuarantorPerson, or otherwise. The foregoing limitation shall not apply, however, to: (a) except for its rights and claims against any counterparty to the Confidentiality Agreement (or a joinder thereto) ; (b) rights and claims against Parent, Merger Sub or the Debt Financing Borrower under or relating to the Merger Agreement (including in respect of fraud), subject to the limitations set forth therein; or (c) rights and claims against the Guarantors and their successors and assigns (i) Guarantor entities that are expressly identified as parties hereto under this Limited Guarantee and pursuant to the terms and subject to the conditions of this Limited Guarantee, (ii) to (A) an injunction or injunctions, specific performance or other equitable remedies to prevent breaches hereof and its rights in connection with the enforcement of the Equity Commitment Letter or (pursuant to enforce specifically the terms and provisions of the Equity Commitment Letter pursuant to, and subject to Section 5 thereof) and the limitations, thereof, enforcement of its rights set forth in Sections 8.3(f)(i) and to Section 9.12 and Section 9.15 9.11(e) of the Merger Agreement and or (B) to enforce the Guaranteed Party’s rights to consent to certain matters as expressly provided under the Equity Commitment Letter (each, a “Permitted Claim”)Agreement. Except for the Permitted Claims, recourse Recourse against the Guarantors Guarantor entities that are expressly identified as parties hereto under this Limited Guarantee shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) of the Guaranteed Party and its shareholders and all of their respective its Affiliates against the Guarantors and any Guarantor Related Person of any Guarantor in respect of any breach, loss or damage arising under, or in connection with, the Merger Agreement or the transactions contemplated therebythereby (including in respect of any oral representations made or alleged to be made in connection therewith), other than any remedies available to the Guaranteed Party pursuant to the terms of the Equity Commitment Letter (pursuant to and subject to Section 5 thereof) and under the terms set forth in the Merger Agreement. The Guaranteed Party hereby covenants and agrees that neither it nor its shareholders shall not institute, and shall cause their respective its controlled Affiliates not to institute, any proceeding or bring any other claim (whether at law, in equity, in contract, in tort or otherwise) arising under, or in connection with, the Merger Agreement Agreement, the Equity Commitment Letter or the Transactions transactions contemplated thereby, or in respect of any oral representations made or alleged to be made in connection herewith, against any of the Guarantors or any Guarantor Related Person of any GuarantorPerson, except for any Permitted Claimsclaims of the Guaranteed Party against the Guarantor entities that are expressly identified as parties hereto (and their permitted assignees) under this Limited Guarantee and claims permitted pursuant to the terms of the Equity Commitment Letter (subject to Section 5 thereof) and the terms set forth in Sections 8.3(f)(i) and 9.11(e) of the Merger Agreement. Notwithstanding the foregoing, if any Guarantor (x) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (y) transfers or conveys all or a substantial portion of its properties and other assets Without prejudice to any person such right to specific performance that the sum of such Guarantor’s remaining net assets plus its uncalled capital, plus available funds is less than the Maximum Guarantor Amount, then, and in each such case, the Guaranteed Party may seek recourse against such continuing have under the Merger Agreement or surviving entity or such Personthe Equity Commitment Letter (including the right to cause the Guarantors to fund the Equity Financing, as the case may be, but only to the extent permitted under Section 9.11 of the unpaid liability of such Guarantor hereunder up to the amount Merger Agreement, or rights set forth in Section 8.3(f)(i) of the Guaranteed Obligations for which such Guarantor is liable, as determined in accordance with this Limited Guarantee. Other than in respect of Permitted ClaimsMerger Agreement), the Guaranteed Party further covenants and agrees that: (I) neither that it nor its shareholders shall not have the right to recover, and shall not recover, and neither it nor its shareholders shall not institute, directly or indirectly, and shall cause their respective its controlled Affiliates not to institute, any proceeding or bring any other claim to recover, more than the Maximum Aggregate Amount in the aggregate from the Guarantors or the Maximum Guarantor Amount from any Guarantorentities that are expressly identified as parties hereto, their permitted assignees and Parent or Merger Sub the applicable Maximum Guarantor Amount from each Guarantor entity that is expressly identified as a party hereto and its permitted assignees in respect of any liabilities or obligations of the Guarantors, Parent or Merger Sub Subsidiary arising under or in connection with the Merger Agreement, this Limited Guarantee or the transactions contemplated hereby or thereby; , and (II) the Guaranteed Party shall promptly return all monies paid to it or its Subsidiaries or controlled Affiliates in excess of such liabilities or obligations. Nothing set forth in this Limited Guarantee shall confer or give to any Person other than the Guaranteed Party any rights or remedies against any Person, including the Guarantors, except as expressly set forth in this Limited Guaranteeherein. The Guaranteed Party acknowledges that the Guarantors are each Guarantor is agreeing to enter into this Limited Guarantee in reliance on the provisions set forth in this Section 3. This Section 3 shall survive termination of this Limited Guarantee.

Sole Remedies. The Guaranteed Party agrees that that, other than the Permitted Claims, it has and shall have no right of recovery against any arising out of, relating to or in connection with the transactions contemplated by the Merger Agreement, the Company Disclosure Schedule, the Equity Commitment Letter, the Voting Agreement or the Confidentiality Agreement or arising out of the GuarantorsMerger Agreement, the Company Disclosure Schedule, the Equity Commitment Letter, the Voting Agreement or the Confidentiality Agreement, against the Guarantor, any former, current or future, direct or indirect director, manager, officer, employee, agent, financing source or Affiliate of any of the GuarantorsGuarantor, any former, current or future, direct or indirect holder of any equity interests or securities of any of the Guarantors Guarantor (whether such holder is a limited or general partner, manager, member, stockholder, securityholder or otherwise), any former, current or future assignee of any of the GuarantorsGuarantor, any former, current or future director, officer, employee, agent, financing source, general or limited partner, manager, management company, member, stockholder, securityholder, Affiliate, controlling Person or representative or assignee of any of the foregoing, or any former, current or future heir, executor, administrator, trustee, successor or assign of any of the foregoing foregoing, other than Parent, Merger Sub or their successors and assignees under the Merger Agreement (any such person or entity, other than the undersignedGuarantor, or Parent, Merger Sub, the Debt Financing Borrower Sub or their successors and assignees under the Equity Commitment Letter, this Limited Guaranty or the Merger Agreement, a “Related Person”), through Parent, Merger Sub, the Debt Financing Borrower Sub or otherwise. The Guaranteed Party acknowledges and agrees that the limitation set forth in the preceding sentence applies without regard to whether any claim is asserted by attempting to xxxxxx the corporate, limited liability company or limited partnership veil, by or through a claim by or on behalf of Parent or Merger Sub against any of the Guarantors Guarantor or any Related Person of any the Guarantor, or otherwise. The foregoing limitation shall not apply, however, to: (a) rights and claims Claims against any counterparty party to the Confidentiality Agreement (or a and any joinder thereto) ; (b) rights and claims against Parent, Merger Sub or the Debt Financing Borrower under or relating Voting Agreement pursuant to the Merger Agreement (including in respect of fraud), terms thereof and subject to the limitations set forth therein; (b) rights and Claims against Parent or Merger Sub under the Merger Agreement pursuant to the terms thereof and subject to the limitations set forth therein; (c) rights and claims Claims against the Guarantors Guarantor and their its successors and permitted assigns (i) under this Limited Guarantee and Guaranty pursuant to the terms and subject to the conditions limitations of this Limited GuaranteeGuaranty, (ii) to (A) an injunction or injunctions, specific performance or other equitable remedies to prevent breaches of the Equity Commitment Letter or to enforce specifically the terms and provisions of the Equity Commitment Letter pursuant to, to the terms thereof and subject to the limitations, thereoflimitations set forth therein, and to Section 9.12 8.02 (Effect of Termination; Termination Fees), Section 9.10 (Specific Enforcement) and Section 9.15 (No Recourse Against Nonparty Affiliates) of the Merger Agreement and or and/or (B) to enforce the Guaranteed Party’s rights to consent to certain matters as expressly provided under the Equity Commitment Letter pursuant to the terms thereof and subject to the limitations set forth therein (eacheach of clauses (a) through (c), a “Permitted Claim”). Except for the Permitted Claims, recourse against the Guarantors Guarantor under this Limited Guarantee Guaranty shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) of the Guaranteed Party and its shareholders and all of their respective Affiliates against the Guarantors Guarantor and any Related Person of any the Guarantor in respect of any breach, loss or damage arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby. The Guaranteed Party covenants and agrees that neither it nor its shareholders shall not institute, and shall cause their respective its controlled Affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Merger Agreement or the Transactions transactions contemplated thereby, or the ownership of Company Common Stock by the Guarantor or any of its Related Persons, against the Guarantors Guarantor or any Related Person of any the Guarantor, except for any Permitted Claims. Notwithstanding the foregoing, if any the Guarantor (x) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (y) transfers or conveys all or a substantial portion of its properties and other assets to any person Person such that the sum of such the Guarantor’s remaining net assets plus its uncalled capitalassets, plus available funds is less than the Maximum Guarantor Amount, then, and in each such case, the Guaranteed Party may seek recourse recourse, whether by enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any applicable Law, against such continuing or surviving entity or such Person, as the case may be, but only to the extent of the unpaid liability of such the Guarantor hereunder up to the amount of the Guaranteed Obligations for which such Guarantor is liable, as determined in accordance with this Limited GuaranteeMaximum Amount. Other than in respect of Permitted Claims, the Guaranteed Party further covenants and agrees that: (I) neither it nor its shareholders shall have the right to recover, and shall not recover, and neither it nor its shareholders shall not institute, directly or indirectly, and shall cause their respective its controlled Affiliates not to institute, any proceeding or bring any other claim to recover, recover more than the Maximum Amount in the aggregate from the Guarantors or the Maximum Guarantor Amount from any Guarantor, their its permitted assignees and Parent or Merger Sub in respect of any liabilities or obligations of the GuarantorsGuarantor, Parent or Merger Sub arising under or in connection with the Merger Agreement, this Limited Guarantee Guaranty or the transactions contemplated hereby or thereby; and (II) the Guaranteed Party shall promptly return all monies paid to it or its Subsidiaries by or Affiliates on behalf of Guarantor, Parent or Merger Sub in excess of such liabilities or obligations. Nothing set forth in this Limited Guarantee Guaranty shall confer or give to any Person other than the Guaranteed Party any rights or remedies against any Person, including the GuarantorsGuarantor, except as expressly set forth in this Limited GuaranteeGuaranty. The Guaranteed Party acknowledges that the Guarantors are Guarantor is agreeing to enter into this Limited Guarantee Guaranty in reliance on the provisions set forth in this Section 3. This Section 3 shall survive termination of this Limited GuaranteeGuaranty. No failure on the part of the Guaranteed Party to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof; nor shall any single or partial exercise by any Guaranteed Party of any right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power hereunder. Each and every right, remedy and power hereby granted to the Guaranteed Party shall be cumulative and not exclusive of any other right, remedy or power. The Guaranteed Party shall not have any obligation to proceed at any time or in any manner against, or exhaust any or all of the Guaranteed Party’s rights against, Parent, Merger Sub or any other Person prior to proceeding against the Guarantor hereunder.

Sole Remedies. The Guaranteed Party acknowledges and agrees that the sole cash asset of Parent is cash in a de minimis amount and that no additional funds are expected to be contributed to Parent (other than any Expenses Amount (as defined in the Equity Funding Letter)) unless and until the Offer Acceptance Time occurs. The Guaranteed Party further agrees that it has and shall have no right of recovery against any of the Guarantors, any former, current or future, direct or indirect director, manager, officer, employee, agent, financing source or Affiliate of any of the Guarantors, any former, current or future, direct or indirect holder of any equity interests or securities of any of the Guarantors (whether such holder is a limited or general partner, manager, member, stockholder, securityholder or otherwise), any former, current or future assignee of any of the Guarantors, any former, current or future director, officer, employee, agent, financing source, general or limited partner, manager, management company, member, stockholder, securityholder, Affiliate, controlling Person or representative or assignee of any of the foregoing, or any former, current or future heir, executor, administrator, trustee, successor or assign of any of the foregoing other than ParentParent or Merger Sub, Merger Sub or their its successors and assignees under the Merger Agreement (any such person or entity, other than the undersigned, or Parent, Merger Sub, the Debt Financing Borrower or their successors and assignees under the Merger Agreementassigns, a “Related Person”), through Parent, Merger Sub, the Debt Financing Borrower Sub or otherwise. The Guaranteed Party acknowledges and agrees that the limitation set forth in the preceding sentence applies without regard to , whether any claim is asserted by attempting to xxxxxx or through attempted piercing of the corporate, limited liability company or limited partnership veil, by or through a claim by or on behalf of Parent or Merger Sub against any of the Guarantors or any Related Person of any GuarantorPerson, or otherwise. The foregoing limitation shall not apply, however, to: except for (aA) rights and claims against any counterparty to the Confidentiality Agreement (or a joinder thereto) ; ), (bB) rights and claims against Parent, Parent or Merger Sub or the Debt Financing Borrower under or relating to the Merger Agreement (including in respect of fraud), subject to the limitations set forth therein; or (cC) rights and claims against the Guarantors and their successors and assigns (i) under this Limited Guarantee and pursuant to the terms hereof and subject to the conditions of this Limited Guaranteelimitations set forth herein, (ii) to (Ax) an injunction or injunctions, specific performance or other equitable remedies relief to prevent breaches of the Equity Commitment Funding Letter or to enforce specifically the terms and provisions of the Equity Commitment Funding Letter pursuant to, and subject to the limitationslimitations of, thereof, and to Section 9.12 5 thereof and Section 9.15 8.08 of the Merger Agreement and or Agreement, (By) to enforce the Guaranteed Party’s rights to consent to certain matters as expressly provided under the Equity Commitment Funding Letter or (z) to enforce the Guarantors’ obligations to fund the Expenses Amount in accordance with the terms and conditions of the Equity Funding Letter (each, a “Permitted Claim”). Except for the Permitted Claims, recourse against the Guarantors under this Limited Guarantee shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) of the Guaranteed Party and its shareholders and all of their respective Affiliates against the Guarantors and any Related Person of any Guarantor in respect of any breach, loss or damage arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby. The Guaranteed Party hereby covenants and agrees that neither it nor its shareholders shall institute, and shall cause their respective Affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Merger Agreement or the Transactions transactions contemplated thereby, against any of the Guarantors or any Related Person of any GuarantorPerson, except for any Permitted Claims. Notwithstanding the foregoing, if in the event the any Guarantor (xi) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (yii) transfers or conveys all or a substantial portion of its properties and other assets to any person Person such that the sum of such Guarantor’s remaining net assets plus its uncalled capital, plus available funds capital is less than the Maximum Guarantor AmountAmount (less amounts paid under this Limited Guarantee prior to such event), then, and in each such case, the Guaranteed Party may seek recourse recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any applicable Law, against such continuing or surviving entity or such PersonPerson (in either case, a “Successor Entity”), as the case may be, but only to the extent of the unpaid liability of such Guarantor hereunder up to the amount of the Guaranteed Obligations for which such Guarantor is liable, as determined in accordance with this Limited Guarantee. Other than in respect of Permitted Claims, the Guarantee The Guaranteed Party further covenants and agrees that: (I) that neither it nor its shareholders shall have the right to recover, and shall not recover, and neither it nor its shareholders shall institute, directly or indirectly, and shall cause their respective Affiliates not to institute, any proceeding or bring any other claim to recover, more than the Maximum Aggregate Amount in the aggregate from the Guarantors or the Maximum Guarantor Amount from any GuarantorGuarantors, their permitted assignees and Parent or Merger Sub or the applicable Maximum Guarantor Amount from each Guarantor and its permitted assignees in respect of any liabilities or obligations of the Guarantors, Parent or Merger Sub arising under or in connection with the Merger Agreement, this Limited Guarantee or the transactions contemplated hereby or thereby; , and (II) the Guaranteed Party shall promptly return all monies paid to it or its Subsidiaries or Affiliates in excess of such liabilities or obligations, in each case other than pursuant to any Permitted Claims. Nothing set forth in this Limited Guarantee shall confer or give to any Person other than the Guaranteed Party any rights or remedies against any Person, including the GuarantorsGuarantor, except as expressly set forth in this Limited Guaranteeherein. The Guaranteed Party acknowledges that the Guarantors are each Guarantor is agreeing to enter into this Limited Guarantee in reliance on the provisions set forth in this Section 3. This Section 3 shall survive termination of this Limited Guarantee.

Sole Remedies. The Guaranteed Party agrees that with respect to its rights hereunder it has and shall have no right of recovery against the Guarantor or any of the Guarantors, its Affiliates or any former, current or future, direct or indirect director, manager, officer, employee, agent, financing source agent or Affiliate of any of the Guarantorsforegoing, any former, current or future, direct or indirect holder of any equity interests or securities of any of the Guarantors foregoing (whether such holder is a limited or general partner, manager, member, stockholder, securityholder or otherwise), any former, current or future assignee of any of the Guarantors, foregoing or any former, current or future director, officer, employee, agent, financing source, general or limited partner, manager, management company, member, stockholder, securityholder, Affiliate, controlling Person or representative Representative or assignee of any of the foregoing, or any former, current or future heir, executor, administrator, trustee, successor or assign of any of the foregoing other than Parent, Merger Sub Purchaser or their successors and its assignees under the Merger Purchase Agreement (any such person Person or entity, other than the undersigned, Guarantor or Parent, Merger Sub, the Debt Financing Borrower Purchaser or their successors and assignees under the Merger Purchase Agreement, a “Related Person”), whether by or through Parent, Merger Sub, the Debt Financing Borrower or otherwise. The Guaranteed Party acknowledges and agrees that the limitation set forth in the preceding sentence applies without regard to whether any claim is asserted by attempting to xxxxxx attempted piercing of the corporate, limited liability company or limited partnership veil, by or through a claim by or on behalf of Parent or Merger Sub Purchaser against any of the Guarantors Guarantor or any Related Person of any GuarantorPerson, or otherwise. The foregoing limitation shall not apply, however, to: (a) except for its rights and claims against any counterparty to the Confidentiality Agreement (or a joinder thereto) ; (b) rights and claims against Parent, Merger Sub or the Debt Financing Borrower under or relating to the Merger Agreement (including in respect of fraud), subject to the limitations set forth therein; or (c) rights and claims against the Guarantors and their successors and assigns (i) Guarantor under this Limited Guarantee and pursuant to the terms and subject to the conditions of this Limited Guarantee, (ii) to (A) an injunction or injunctions, specific performance or other equitable remedies to prevent breaches of the Equity Commitment Letter or to enforce specifically the terms and provisions of the Equity Commitment Letter pursuant to, and subject to the limitations, thereof, and to Section 9.12 and Section 9.15 of the Merger Agreement and or (B) to enforce the Guaranteed Party’s rights to consent to certain matters as expressly provided under the Equity Commitment Letter (each, a “Permitted Claim”)hereof. Except for the Permitted Claims, recourse Recourse against the Guarantors Guarantor under this Limited Guarantee shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) of the Guaranteed Party and its shareholders and all of their respective its Affiliates against the Guarantors Guarantor and any Related Person of any Guarantor (other than the Purchaser) in respect of the Guaranteed Obligations and/or any breach, loss or damage arising under, or in connection with, the Merger Purchase Agreement or the transactions contemplated therebyContemplated Transactions. The Guaranteed Party hereby covenants and agrees that neither it nor its shareholders shall not institute, and shall cause their respective its Affiliates not to institute, any proceeding Legal Proceeding or bring any other claim arising under, or in connection with, the Merger Purchase Agreement or the Transactions contemplated therebyContemplated Transactions, against the Guarantors Guarantor or any Related Person of any Guarantor(other than the Purchaser), except for any Permitted Claims. Notwithstanding the foregoing, if any Guarantor (x) consolidates with or merges with any other Person and is not the continuing or surviving entity claims of such consolidation or merger or (y) transfers or conveys all or a substantial portion of its properties and other assets to any person such that the sum of such Guarantor’s remaining net assets plus its uncalled capital, plus available funds is less than the Maximum Guarantor Amount, then, and in each such case, the Guaranteed Party may seek recourse against such continuing or surviving entity or such Person, as the case may be, but only to the extent of the unpaid liability of such Guarantor hereunder up to the amount of the Guaranteed Obligations for which such Guarantor is liable, as determined in accordance with under this Limited Guarantee. Other than in respect of Permitted Claims, the Guaranteed Party further covenants and agrees that: (I) neither it nor its shareholders shall have the right to recover, and shall not recover, and neither it nor its shareholders shall institute, directly or indirectly, and shall cause their respective Affiliates not to institute, any proceeding or bring any other claim to recover, more than the Maximum Amount in the aggregate from the Guarantors or the Maximum Guarantor Amount from any Guarantor, their permitted assignees and Parent or Merger Sub in respect of any liabilities or obligations of the Guarantors, Parent or Merger Sub arising under or in connection with the Merger Agreement, this Limited Guarantee or the transactions contemplated hereby or thereby; and (II) the Guaranteed Party shall promptly return all monies paid to it or its Subsidiaries or Affiliates in excess of such liabilities or obligations. Nothing set forth in this Limited Guarantee shall confer or give to any Person other than the Guaranteed Party any rights or remedies against any Person, including the GuarantorsGuarantor, except as expressly set forth in this Limited Guaranteeherein. The Guaranteed Party acknowledges that the Guarantors are Guarantor is agreeing to enter into this Limited Guarantee in reliance on the provisions set forth in this Section 3. This Section 3 shall survive termination of this Limited Guarantee.

Sole Remedies. The Guaranteed Party acknowledges and agrees that the sole cash asset of Parent is cash in a de minimis amount and that except as provided in this Limited Guarantee no additional funds are expected to be contributed, directly or indirectly, to Parent unless and until the Offer Closing and/or Merger Closing occurs. The Guaranteed Party further agrees that with respect to its rights hereunder it has and shall have no right of recovery against the Guarantor or any of the Guarantors, its Affiliates or any former, current or future, direct or indirect director, manager, officer, employee, agent, financing source agent or Affiliate of any of the Guarantorsforegoing, any former, current or future, direct or indirect holder of any equity interests or securities of any of the Guarantors foregoing (whether such holder is a limited or general partner, manager, member, stockholder, securityholder or otherwise), any former, current or future assignee of any of the Guarantors, foregoing or any former, current or future director, officer, employee, agent, financing source, general or limited partner, manager, management company, member, stockholder, securityholder, Affiliate, controlling Person or representative Representative or assignee of any of the foregoing, or any former, current or future heir, executor, administrator, trustee, successor or assign of any of the foregoing other than Parent, Merger Sub Purchaser or their successors and assignees under the Merger Agreement (any such person Person or entity, other than the undersignedGuarantor, Parent or Parent, Merger Sub, the Debt Financing Borrower Purchaser or their successors and assignees under the Merger Agreement, a “Related Person”), through Parent, Merger Sub, the Debt Financing Borrower Parent or otherwise. The Guaranteed Party acknowledges and agrees that the limitation set forth in the preceding sentence applies without regard to , whether any claim is asserted by attempting to xxxxxx or through attempted piercing of the corporate, limited liability company or limited partnership veil, by or through a claim by or on behalf of Parent or Merger Sub against any of the Guarantors Guarantor or any Related Person of any GuarantorPerson, or otherwise. The foregoing limitation shall not apply, however, to: (a) except for its rights and claims against any counterparty to the Confidentiality Agreement (or a joinder thereto) ; (b) rights and claims against Parent, Merger Sub or the Debt Financing Borrower under or relating to the Merger Agreement (including in respect of fraud), subject to the limitations set forth therein; or (c) rights and claims against the Guarantors and their successors and assigns (i) Guarantor under this Limited Guarantee and pursuant to the terms and subject to the conditions of this Limited Guarantee, (ii) hereof and its specific rights to (A) an injunction or injunctions, specific performance or other equitable remedies to prevent breaches of enforce the Equity Commitment Letter or of the Guarantor dated as of the date hereof (the “Equity Commitment Letter”). Recourse against the Guarantor under this Limited Guarantee and, if the Company is entitled to enforce specifically specific performance pursuant to Section 8.7(b) of the terms and provisions of Merger Agreement, the Equity Commitment Letter pursuant to, and subject to the limitations, thereof, and to Section 9.12 and Section 9.15 of the Merger Agreement and or (B) to enforce the Guaranteed Party’s rights to consent to certain matters as expressly provided under the Equity Commitment Letter (each, a “Permitted Claim”). Except for the Permitted Claims, recourse against the Guarantors under this Limited Guarantee shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) of the Guaranteed Party and its shareholders and all of their respective its Affiliates against the Guarantors Guarantor and any Related Person of any Guarantor in respect of any breach, loss or damage arising under, or in connection with, the Merger Agreement or the transactions contemplated therebythereby (other than any remedies available pursuant to the terms of the Equity Commitment Letter), including if Parent and Purchaser fail to effect the Offer Closing or Merger Closing for any reason or no reason or they otherwise breach the Merger Agreement (except for claims based on Fraud). The Guaranteed Party hereby covenants and agrees that neither it nor its shareholders shall not institute, and shall cause their respective its Affiliates not to institute, any proceeding Legal Proceeding or bring any other claim arising under, or in connection with, the Offer, the Merger, the Merger Agreement or the Transactions transactions contemplated thereby, against the Guarantors Guarantor or any Related Person of any GuarantorPerson, except for any Permitted Claimsclaims of the Guaranteed Party against the Guarantor under this Limited Guarantee and claims pursuant to the terms of the Equity Commitment Letter subject to the limitations contained therein and in the Merger Agreement. Notwithstanding the foregoing, if any Guarantor (x) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (y) transfers or conveys all or a substantial portion of its properties and other assets Without prejudice to any person such right to specific performance that the sum of such Guarantor’s remaining net assets plus its uncalled capital, plus available funds is less than the Maximum Guarantor Amount, then, and in each such case, the Guaranteed Party may seek recourse against such continuing have under the Equity Commitment Letter or surviving entity or such Person, as the case may be, but only to the extent Section 8.7 of the unpaid liability of such Guarantor hereunder up to the amount of the Guaranteed Obligations for which such Guarantor is liableMerger Agreement and, except as determined contemplated in accordance with this Limited Guarantee. Other than in respect of Permitted ClaimsSection 1 hereof, the Guaranteed Party further covenants and agrees that: (I) neither that it nor its shareholders shall not have the right to recover, and shall not recover, and neither it nor its shareholders shall not institute, directly or indirectly, and shall cause their respective its Affiliates not to institute, any proceeding Legal Proceeding or bring any other claim to recover, more than the Maximum Amount in the aggregate from the Guarantors or the Maximum Guarantor Amount from any Guarantor, their and its permitted assignees and Parent or Merger Sub in respect of any liabilities or obligations of the GuarantorsGuarantor, Parent or Merger Sub Purchaser arising under or in connection with the Offer, the Merger, the Merger Agreement, this Limited Guarantee or the transactions contemplated hereby or thereby; , and (II) the Guaranteed Party shall promptly return all monies paid to it or its Subsidiaries or Affiliates pursuant this Limited Guarantee which are in excess of such liabilities or obligationsMaximum Amount. Nothing set forth in this Limited Guarantee shall confer or give to any Person other than the Guaranteed Party any rights or remedies against any Person, including the GuarantorsGuarantor, except as expressly set forth in this Limited Guaranteeherein. The Guaranteed Party acknowledges that the Guarantors are Guarantor is agreeing to enter into this Limited Guarantee in reliance on the provisions set forth in this Section 3. This Section 3 shall survive termination of this Limited Guarantee.

Sole Remedies. The Guaranteed Party acknowledges and agrees that the sole cash asset of Parent is cash in a de minimis amount and that no additional funds are expected to be contributed to Parent unless and until the Offer Acceptance Time. The Guaranteed Party further agrees that it has and shall have no right of recovery against any of the Guarantors, any former, current or future, direct or indirect director, manager, officer, employee, agent, financing source or Affiliate of any of the Guarantors, any former, current or future, direct or indirect holder of any equity interests or securities of any of the Guarantors (whether such holder is a limited or general partner, manager, member, stockholder, securityholder or otherwise), any former, current or future assignee of any of the Guarantors, any former, current or future director, officer, employee, agent, financing source, general or limited partner, manager, management company, member, stockholder, securityholder, Affiliate, controlling Person or representative or assignee of any of the foregoing, or any former, current or future heir, executor, administrator, trustee, successor or assign of any of the foregoing other than Parent, Merger Sub Purchaser or their successors and assignees under the Merger Agreement (any such person or entity, other than the undersigned, or Parent, Merger Sub, the Debt Financing Borrower Purchaser or their successors and assignees under the Merger Agreement, a “Related Person”), through Parent, Merger Sub, the Debt Financing Borrower Purchaser or otherwise. The Guaranteed Party acknowledges and agrees that the limitation set forth in the preceding sentence applies without regard to whether any claim is asserted by attempting to xxxxxx the corporate, limited liability company or limited partnership veil, by or through a claim by or on behalf of Parent or Merger Sub Purchaser against any of the Guarantors or any Related Person of any Guarantor, or otherwise. The foregoing limitation shall not apply, however, to: (a) rights and claims against any counterparty to the Confidentiality Agreement (or a joinder thereto) ); (b) rights and claims against Parent, Merger Sub Parent or the Debt Financing Borrower Purchaser under or relating to the Merger Agreement (including in respect of fraudFraud), subject to the limitations set forth therein; or (c) rights and claims against the Guarantors and their successors and assigns (i) under this Limited Guarantee and pursuant to the terms and subject to the conditions of this Limited Guarantee, (ii) to (A) an injunction or injunctions, specific performance or other equitable remedies to prevent breaches of the Equity Financing Commitment Letter or to enforce specifically the terms and provisions of the Equity Financing Commitment Letter pursuant to, and subject to the limitations, thereof, and to Section 9.12 thereof and Section 9.15 9.5(c) of the Merger Agreement and or (B) to enforce the Guaranteed Party’s rights to consent to certain matters as expressly provided under the Equity Financing Commitment Letter (each, a “Permitted Claim”). Except for the Permitted Claims, recourse against the Guarantors under this Limited Guarantee shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) of the Guaranteed Party and its shareholders and all of their respective Affiliates against the Guarantors and any Related Person of any Guarantor in respect of any breach, loss or damage arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby. The Guaranteed Party covenants and agrees that neither it nor its shareholders shall institute, and shall cause their respective Affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Merger Agreement or the Transactions transactions contemplated thereby, against the Guarantors or any Related Person of any Guarantor, except for any Permitted Claims. Notwithstanding the foregoing, if any Guarantor (x) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (y) transfers or conveys all or a substantial portion of its properties and other assets to any person such that the sum of such Guarantor’s remaining net assets plus its uncalled capital, plus available funds is less than the Maximum Guarantor Amount, then, and in each such case, the Guaranteed Party may seek recourse against such continuing or surviving entity or such Person, as the case may be, but only to the extent of the unpaid liability of such Guarantor hereunder up to the amount of the Guaranteed Obligations for which such Guarantor is liable, as determined in accordance with this Limited Guarantee. Without limitation, such recourse may be by: (1) the enforcement of any judgment or assessment; (2) any legal or equitable proceeding; or (3) virtue of any applicable law. Other than in respect of Permitted Claims, the Guaranteed Party further covenants and agrees that: (I) neither it nor its shareholders shall have the right to recover, and shall not recover, and neither it nor its shareholders shall institute, directly or indirectly, and shall cause their respective Affiliates not to institute, any proceeding or bring any other claim to recover, more than the Maximum Amount in the aggregate from the Guarantors or the Maximum Guarantor Amount from any Guarantor, their permitted assignees and Parent or Merger Sub Purchaser in respect of any liabilities or obligations of the Guarantors, Parent or Merger Sub Purchaser arising under or in connection with the Merger Agreement, this Limited Guarantee or the transactions contemplated hereby or thereby; and (II) the Guaranteed Party shall promptly return all monies paid to it or its Subsidiaries or Affiliates in excess of such liabilities or obligations. Nothing set forth in this Limited Guarantee shall confer or give to any Person other than the Guaranteed Party any rights or remedies against any Person, including the Guarantors, except as expressly set forth in this Limited Guarantee. The Guaranteed Party acknowledges that the Guarantors are agreeing to enter into this Limited Guarantee in reliance on the provisions set forth in this Section 3. This Section 3 shall survive termination of this Limited Guarantee.

Sole Remedies. The Guaranteed Party acknowledges and agrees that the sole cash asset of Parent is cash in a de minimis amount and that no additional funds are expected to be contributed to Parent unless and until the Closing occurs. No Guarantor shall have any obligation or liability to any Person relating to, arising out of or in connection with the Merger Agreement, this Limited Guarantee, the Equity Commitment Letter or the transactions contemplated thereby other than as expressly set forth herein. The Guaranteed Party further agrees that it has and shall have no right of recovery against any of the Guarantors, any former, current or future assignee of any of the Guarantors or any current or future, direct or indirect director, manager, officer, employee, agent, Lender or other financing source source, Representative or Affiliate of any of the Guarantors, any former, current or future, direct or indirect holder of any equity interests or securities of any of the Guarantors (whether such holder is a limited or general partner, manager, member, stockholder, securityholder or otherwise), any former, current or future assignee of any of the Guarantors, any former, current or future director, officer, employee, agent, financing source, general or limited partner, manager, management company, member, stockholder, securityholder, Affiliate, controlling Person Person, Lender or representative other financing source, Representative or assignee of any of the foregoing, or any former, current or future heir, executor, administrator, trustee, successor or assign of any of the foregoing other than Parent, Merger Sub Parent or their successors and its assignees under the Merger Agreement (any such person or entity, other than the undersigned, or Parent, Merger Sub, the Debt Financing Borrower or their successors and its assignees under the Merger Agreement, a “Related Person”), through Parent, Merger Sub, the Debt Financing Borrower Parent or otherwise. The Guaranteed Party acknowledges and agrees that the limitation set forth in the preceding sentence applies without regard to , whether any claim is asserted by attempting to xxxxxx or through attempted piercing of the corporate, limited liability company or limited partnership veil, by or through a claim by or on behalf of Parent or Merger Sub against any of the Guarantors or any Related Person of any GuarantorPerson, or otherwise. The foregoing limitation shall not apply, however, to: (a) except for its rights and claims against any counterparty to the Confidentiality Agreement (or a joinder thereto) ; (b) rights and claims against Parent, Merger Sub or the Debt Financing Borrower under or relating to the Merger Agreement (including in respect of fraud), subject to the limitations set forth therein; or (c) rights and claims against the Guarantors and their successors and assigns (i) under this Limited Guarantee and pursuant to the terms and subject to the conditions of this Limited Guarantee, (ii) to (A) an injunction or injunctions, specific performance or other equitable remedies to prevent breaches hereof and its limited rights in connection with the enforcement of the Equity Commitment Letter or (pursuant to enforce specifically the terms and provisions of the Equity Commitment Letter pursuant to, and subject to Section 5 thereof and the limitations, thereof, conditions set forth in Sections 8.3(f) and to Section 9.12 and Section 9.15 9.10(b) of the Merger Agreement and or (B) to enforce the Guaranteed Party’s rights to consent to certain matters as expressly provided under the Equity Commitment Letter (each, a “Permitted Claim”Agreement). Except for the Permitted Claims, recourse Recourse against the Guarantors under this Limited Guarantee shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) of the Guaranteed Party and its shareholders and all of their respective its Affiliates against the Guarantors and any Related Person of any Guarantor in respect of any breach, loss or damage arising under, or in connection with, the Merger Agreement or the transactions contemplated therebythereby (including in respect of any oral representations made or alleged to be made in connection therewith), other than any remedies available pursuant to the terms of the Equity Commitment Letter (pursuant to and subject to Section 5 thereof and the conditions set forth in the Merger Agreement). The Guaranteed Party hereby covenants and agrees that neither it nor its shareholders shall not institute, and shall cause their respective Affiliates its Related Persons and stockholders not to institute, any proceeding or bring any other claim (whether at law, in equity, in contract, in tort or otherwise) arising under, or in connection with, the Merger Agreement Agreement, the Equity Commitment Letter or the Transactions transactions contemplated thereby, or in respect of any oral representations made or alleged to be made in connection herewith, against any of the Guarantors or any Related Person of any GuarantorPerson, except for any Permitted Claimsclaims of the Guaranteed Party against the Guarantors under this Limited Guarantee and claims permitted pursuant to the terms of the Equity Commitment Letter (subject to Section 5 thereof and the conditions set forth in Sections 8.3(f) and 9.10(b) of the Merger Agreement). Notwithstanding the foregoing, if any Guarantor (x) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (y) transfers or conveys all or a substantial portion of its properties and other assets Without prejudice to any person such right to specific performance that the sum of such Guarantor’s remaining net assets plus its uncalled capital, plus available funds is less than the Maximum Guarantor Amount, then, and in each such case, the Guaranteed Party may seek recourse against such continuing or surviving entity or such Person, as have under the case may be, but only to the extent of the unpaid liability of such Guarantor hereunder up to the amount of the Guaranteed Obligations for which such Guarantor is liable, as determined in accordance with this Limited Guarantee. Other than in respect of Permitted ClaimsMerger Agreement, the Guaranteed Party further covenants and agrees that: (I) neither that it nor its shareholders shall not have the right to recover, and shall not recover, and neither it nor its shareholders shall not institute, directly or indirectly, and shall cause their respective Affiliates its Related Persons not to institute, any proceeding or bring any other claim to recover, more than the Maximum Aggregate Amount in the aggregate from the Guarantors or the Maximum Guarantor Amount from any GuarantorGuarantors, their permitted assignees and Parent or Merger Sub the applicable Maximum Guarantor Amount from each Guarantor and its permitted assignees in respect of any liabilities or obligations of the Guarantors, Parent or Merger Sub arising under or in connection with the Merger Agreement, this Limited Guarantee or the transactions contemplated hereby or thereby; , and (II) the Guaranteed Party shall promptly return all monies paid to it or its Subsidiaries or Affiliates Related Persons in excess of such liabilities or obligations. Nothing set forth in this Limited Guarantee shall confer or give to any Person other than the Guaranteed Party any rights or remedies against any Person, including the Guarantors, except as expressly set forth in this Limited Guaranteeherein. The Guaranteed Party acknowledges that the Guarantors are each Guarantor is agreeing to enter into this Limited Guarantee in reliance on the provisions set forth in this Section 3. This Section 3 shall survive termination of this Limited Guarantee.