Common use of Limited Guaranty Clause in Contracts

Limited Guaranty. Concurrently with the execution and delivery of this Agreement, the Fund is executing and delivering to the Company a limited guaranty related to certain of the Parent’s and Merger Sub’s obligations under the Merger Agreement (the “Limited Guaranty”). Other than with respect to the Company’s rights pursuant to clauses (ii) and (iii) of the first sentence of Section 5 hereof, the Company’s rights against Parent and Merger Sub pursuant to the Merger Agreement and the Company’s right to assert any Retained Claim (as defined in the Limited Guaranty) against the Non-Recourse Party(ies) (as defined in the Limited Guaranty) against which such Retained Claim may be asserted pursuant to Section 8 of the Limited Guaranty, the Company’s remedies against the Fund under the Limited Guaranty shall be, and are intended to be, the sole and exclusive direct or indirect remedies available to the Company against the Fund or any other Non-Recourse Party (against which a Retained Claim may be asserted pursuant to Section 8 of the Limited Guaranty) in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby or the negotiation thereof, including in the event the Parent or Merger Sub breaches its obligations under the Merger Agreement, whether or not such breach is caused by the Fund’s breach of its obligations under this Agreement.

Limited Guaranty. Concurrently with the execution and delivery of this Agreementletter agreement, the Fund is Sponsors are executing and delivering to the Company a limited guaranty related to certain of the Parent’s and Merger Sub’s payment obligations with respect to the Parent Termination Fee under the Merger Agreement (the “Limited Guaranty”). Other than with respect to the Company’s rights pursuant to clauses (ii) and (iii) of described in the first sentence of Section 5 Sections 4 hereof, the Company’s rights against Parent and Merger Sub pursuant to the Merger Agreement and Agreement, the Company’s right to assert any the Retained Claim Claims (as such term is defined in under the Limited Guaranty) against the Non-Recourse Party(ies) (as defined in the Limited Guaranty) against which such Retained Claim may be asserted pursuant to Section 8 of the Limited Guaranty, and the Company’s remedies against the Fund Sponsors under the Limited Guaranty (as set forth in and in accordance with the terms of the Limited Guaranty) shall be, and are intended to be, the sole and exclusive direct or indirect remedies (whether at law or in equity, whether in contract, tort, statute or otherwise) available to the Company and its Affiliates (or to any Person purporting to claim by or through the Company or any of its Affiliates or for the benefit of any of them) against the Fund or any other Sponsors and the Non-Recourse Party Parties (against which a Retained Claim may be asserted pursuant to Section 8 of as defined in the Limited Guaranty) in respect of any claims, liabilities or obligations arising under, or in connection withwith respect to this letter agreement, the Merger Agreement or the Limited Guaranty and the transactions contemplated thereby or the negotiation thereofhereby and thereby, including without limitation in the event the Parent or Merger Sub breaches its obligations under the Merger Agreement, whether or not such Parent’s or Merger Sub’s breach is caused by the Fund’s Sponsors’ breach of its obligations under this Agreementletter agreement.

Limited Guaranty. Concurrently with the execution and delivery of this Agreement, the Fund The Sponsor is executing and delivering to the Company a limited guaranty related to certain of the Parent’s and Merger Sub’s payment obligations with respect to the Parent Termination Fee under the Merger Agreement (the “Limited Guaranty”). Other than with respect to the Company’s rights pursuant to clauses (ii) and (iii) of the first sentence of Section 5 hereof, the Company’s rights against Parent and Merger Sub pursuant to the Merger Agreement and the Company’s right to assert any Retained Claim (as defined in the Limited Guaranty) against the Non-Recourse Party(ies) (as defined in the Limited Guaranty) against which such Retained Claim may be asserted pursuant to Section 8 of the Limited Guaranty, the The Company’s remedies against the Fund Sponsor under this letter agreement, the Contribution Agreement, the Voting Agreement and the Limited Guaranty (as set forth in and in accordance with the terms of each such agreement) and against Sponsor’s Affiliates who are parties to such agreements shall be, and are intended to be, the sole and exclusive direct or indirect remedies (whether at law or in equity, whether sounding in contract, tort, statute or otherwise), other than fraud and willful misrepresentation, available to the Company and its affiliates (or to any Person purporting to claim by or through the Company or any of its Affiliates or for the benefit of any of them) against the Fund or any other Sponsor and the Non-Recourse Party Parties (against which a Retained Claim may be asserted pursuant to Section 8 of as defined in the Limited Guaranty) in respect of any claims, liabilities or obligations arising under, or in connection withwith respect to this letter agreement, the Merger Agreement or the Limited Guaranty and the transactions contemplated thereby or the negotiation thereofhereby and thereby, including without limitation in the event the Parent or Merger Sub breaches its obligations under the Merger Agreement, whether or not such Parent’s or Merger Sub’s breach is caused by the FundSponsor’s breach of its obligations under this Agreementletter agreement. Notwithstanding the foregoing, nothing in this letter agreement or the Limited Guaranty shall affect the Company’s remedies for any breach of the Confidentiality Agreement by any person subject thereto.

Limited Guaranty. Concurrently with the execution and delivery of this Agreementletter agreement, the Fund Investor is executing and delivering to the Company a limited guaranty related in favor of the Company with respect to certain obligations of the Parent’s Parent and Merger Sub’s obligations Sub under the Merger Agreement (the “Limited Founder Guaranty”). Other than with respect to the Company’s rights described in Section 4 hereof and pursuant to clauses (ii) and (iii) of the first sentence of Section 5 8 hereof, the Company’s rights against Parent and Merger Sub pursuant to the Merger Agreement Agreement, and the Company’s right to assert any Retained Claim (as defined in the Limited Founder Guaranty) against the Non-Recourse Party(ies) Parties (as defined in the Limited Founder Guaranty) against which such Retained Claim may be asserted pursuant to in accordance with Section 8 10 of the Limited Founder Guaranty, the Company’s remedies against the Fund Investor under the Limited Founder Guaranty shall be, and are intended to be, the sole and exclusive direct or indirect remedies available to the Company against the Fund Investor or any other Non-Recourse Party (against which a Retained Claim may be asserted pursuant to Section 8 10 of the Limited Founder Guaranty) or any Non-Recourse Party (as defined in the Founder Guaranty) in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby or the negotiation thereof, including in the event the that Parent or Merger Sub breaches its obligations under the Merger Agreement, whether or not such breach is caused by the FundInvestor’s breach of its obligations under this Agreementletter agreement.

Limited Guaranty. Concurrently with the execution and delivery of this Agreementletter agreement, the Fund Investor is executing and delivering to the Company a limited guaranty related in favor of the Company with respect to certain obligations of the Parent’s Parent and Merger Sub’s obligations Sub under the Merger Agreement (the “Limited Primavera Guaranty”). Other than with respect to the Company’s rights described in Section 4 hereof and pursuant to clauses (ii) and (iii) of the first sentence of Section 5 8 hereof, the Company’s rights against Parent and Merger Sub pursuant to the Merger Agreement Agreement, and the Company’s right to assert any Retained Claim (as defined in the Limited Primavera Guaranty) against the Non-Recourse Party(ies) Parties (as defined in the Limited Primavera Guaranty) against which such Retained Claim may be asserted pursuant to in accordance with Section 8 10 of the Limited Primavera Guaranty, the Company’s remedies against the Fund Investor under the Limited Primavera Guaranty shall be, and are intended to be, the sole and exclusive direct or indirect remedies available to the Company against the Fund Investor or any other Non-Recourse Party (against which a Retained Claim may be asserted pursuant to Section 8 10 of the Limited Primavera Guaranty) or any Non-Recourse Party (as defined in the Primavera Guaranty) in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby or the negotiation thereof, including in the event the that Parent or Merger Sub breaches its obligations under the Merger Agreement, whether or not such breach is caused by the FundInvestor’s breach of its obligations under this Agreementletter agreement.

Limited Guaranty. Concurrently with the execution and delivery of this Agreement, the Fund is Funds are executing and delivering to the Company a limited guaranty related to certain of the Parent’s and Merger Sub’s obligations under the Merger Agreement (the “Limited Guaranty”). Other than with respect to the Company’s rights pursuant to clauses (ii) and (iii) of the first sentence of Section 5 hereof, the Company’s rights against Parent and Merger Sub pursuant to the Merger Agreement and the Company’s right to assert any Retained Claim (as defined in the Limited Guaranty) against the Non-Recourse Party(ies) (as defined in the Limited Guaranty) against which such Retained Claim may be asserted pursuant to Section 8 of the Limited Guaranty, the Company’s remedies against the Fund Funds under the Limited Guaranty shall be, and are intended to be, the sole and exclusive direct or indirect remedies available to the Company against the each Fund or any other Non-Recourse Party (against which a Retained Claim may be asserted pursuant to Section 8 of the Limited Guaranty) in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby or the negotiation thereof, including in the event the Parent or Merger Sub breaches its obligations under the Merger Agreement, whether or not such breach is caused by the any Fund’s breach of its obligations under this Agreement.