Common use of Monetary Damages Clause in Contracts

Monetary Damages. In no event shall (A) the Company, its Subsidiaries and each of their respective Affiliates or (B) the former, current and future holders of any equity, controlling persons, directors, officers, employees, agents, attorneys, Affiliates, members, managers, general or limited partners, stockholders and assignees of each of the Company, its Subsidiaries and each of their respective Affiliates (foregoing in clauses (A) and (B) collectively, the “Company Related Parties”) have the right to seek or obtain money damages or expense reimbursement (whether at law or in equity, in contract, in tort or otherwise) from Parent, Merger Sub or any other Parent Related Party other than the right of the Company to payment of the Parent Termination Fee as set forth in Section 8.4(b). For the avoidance of doubt, in the event this Agreement is terminated in accordance with Section 8.1, the Parent Termination Fee (if payable pursuant to Section 8.4(b)) represents the maximum aggregate Liability of Parent, Merger Sub, and any other Parent Related Party under this Agreement and the transactions and other agreements contemplated hereby. In addition, and notwithstanding anything in this Agreement to the contrary, the Company hereby (A) agrees that no Company Related Party shall have the right to seek or obtain money damages or expense reimbursement (whether at law or in equity, in contract, in tort or otherwise) from any Financing Source and (B) waives any and all claims against the Financing Sources (and agrees not to bring any claim or cause of action) and hereby agrees that in no event shall the Financing Sources have any liability or obligation to the Company or any Company Related Party relating to or arising out of this Agreement, the Financing, the Commitment Letter or the transactions contemplated hereby; provided that, notwithstanding the foregoing, nothing in this Section 9.11(c)(iv) shall in any way limit or modify the rights and obligations of Parent, Merger Sub or the Financing Sources set forth under the Commitment Letter. In addition to the rights of Parent and Merger Sub hereunder, Parent and Merger Sub shall be entitled, at Parent and Merger Sub’s sole election, to settle any claims arising from or relating to this Agreement by agreeing to consummate the Merger in accordance with the terms of this Agreement.

Monetary Damages. In no event shall (A) the Company, its the Company Subsidiaries and each of their respective Affiliates or (B) the former, current and future holders of any equity, controlling persons, directors, officers, employees, agents, attorneys, Affiliates, members, managers, general or limited partners, stockholders and assignees of each of the Company, its the Company Subsidiaries and each of their respective Affiliates (foregoing in clauses (A) and (B) collectively, the “Company Related Parties”) have the right to seek or obtain money damages or expense reimbursement (whether at law or in equity, in contract, in tort or otherwise) from Parent, Merger Sub Subsidiary, the Guarantors or any other Parent Related Party other than the right of the Company to payment of the Parent Termination Fee as set forth in Section 8.4(b). For 7.4(b) and to enforce its rights under the avoidance of doubt, in the event this Agreement is terminated in accordance with Section 8.1, the Parent Termination Fee (if payable pursuant to Section 8.4(b)) represents the maximum aggregate Liability of Parent, Merger Sub, and any other Parent Related Party under this Agreement and the transactions and other agreements contemplated herebyGuaranties. In addition, and notwithstanding anything in this Agreement to the contrary, the Company hereby (A) agrees that no and each Company Related Party shall have the right to seek or obtain money damages or expense reimbursement (whether at law or in equity, in contract, in tort or otherwise) from any Financing Source and (B) hereby waives any and all claims against the Financing Sources and any of their respective former, current or future directors, officers, employees, agents, general or limited partners, managers, management companies, members, stockholders or equity holders (and agrees not to bring any claim or cause of action) collectively, the “Financing Source Related Parties”), and hereby agrees that in no event shall the Financing Sources Source Related Parties have any liability or obligation to the Company or any Company Related Party relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter or the transactions contemplated hereby; provided that, notwithstanding the foregoing, nothing in this Section 9.11(c)(iv8.12(b)(v) shall in any way limit or modify the rights and obligations of Parent, Merger Sub Subsidiary or the Financing Sources set forth under the Debt Commitment LetterLetters. In addition to the rights of Parent and Merger Sub Subsidiary hereunder, Parent and Merger Sub Subsidiary shall be entitled, at Parent Parent’s and Merger SubSubsidiary’s sole election, to settle any pre-Closing claims arising from against Parent or Merger Subsidiary relating to Parent’s and Merger Subsidiary’s obligations under this Agreement by agreeing to consummate consummating the Closing and the Merger in accordance with the terms of this Agreement.

Monetary Damages. In no event shall (A) the Company, its Subsidiaries and each of their respective Affiliates or (B) the former, current and future holders of any equity, controlling persons, directors, officers, employees, agents, attorneys, Affiliates, members, managers, general or limited partners, stockholders and assignees of each of the Company, its Subsidiaries and each of their respective Affiliates (foregoing in clauses (A) and (B) collectively, the “Company Related Parties”) have the right to seek or obtain money damages or expense reimbursement (whether at law or in equity, in contract, in tort or otherwise) from ParentNewco, Merger Sub Sub, the Guarantor, the Equity Financing Source or any other Parent Newco Related Party other than the right of the Company to payment of the Parent Newco Termination Fee as set forth in Section 8.4(b)) and to enforce its rights under the Guaranty. For the avoidance of doubt, in the event this Agreement is terminated in accordance with Section 8.1, the Parent Newco Termination Fee (if payable pursuant to Section 8.4(b)) represents the maximum aggregate Liability of ParentNewco, Merger Sub, the Guarantor and any other Parent Newco Related Party under this Agreement and the transactions and other agreements contemplated hereby. In addition, and notwithstanding anything in this Agreement to the contrary, the Company hereby (A) agrees that no Company Related Party shall have the right to seek or obtain money damages or expense reimbursement (whether at law or in equity, in contract, in tort or otherwise) from any Debt Financing Source and (B) waives any and all claims against the Debt Financing Sources (and agrees not to bring any claim or cause of action) and hereby agrees that in no event shall the Debt Financing Sources have any liability or obligation to the Company or any Company Related Party relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter Letters or the transactions contemplated hereby; provided that, notwithstanding the foregoing, nothing in this Section 9.11(c)(iv9.11(c)(v) shall in any way limit or modify the rights and obligations of ParentNewco, Merger Sub or the Financing Sources set forth under the Debt Commitment LetterLetters. In addition to the rights of Parent Newco and Merger Sub hereunder, Parent Newco and Merger Sub shall be entitled, at Parent Newco and Merger Sub’s sole election, to settle any claims arising from or relating to this Agreement by agreeing to consummate the Merger in accordance with the terms of this Agreement.

Monetary Damages. In Other than in the case of actual fraud, in no event shall (A) the Company, its Subsidiaries and each of their respective Affiliates or (B) the former, current and future holders of any equity, controlling persons, directors, officers, employees, agents, attorneysRepresentatives, Affiliates, members, managers, general or limited partners, stockholders and assignees of each of the Company, its Subsidiaries and each of their respective Affiliates (foregoing in clauses (A) and (B) collectively, the “Company Related Parties”) have the right to seek or obtain money damages or expense reimbursement (whether at law or in equity, in contract, in tort or otherwise) from Parent, Merger Sub or any other Parent Related Party other than the right of the Company to payment of the Parent Termination Fee as set forth in Section 8.4(b). For the avoidance of doubt, in the event this Agreement is terminated in accordance with Section 8.1, the Parent Termination Fee (if ‎Section 9.3(e) and any amounts payable pursuant to Section 8.4(b9.3(i), the right of the Company to recover any amounts pursuant to ‎Section 7.10(d) represents and, subject to the maximum aggregate Parent Liability Limitation, damages in the event of Parent, Merger Sub, and any other Parent Related Party under this Agreement and the transactions and other agreements contemplated herebya Specified Breach. In addition, and notwithstanding anything in this Agreement to the contrary, the Company and each other Company Party hereby (A) waives any claims against the Financing Sources and hereby agrees that in no Company Related Party event shall the Financing Sources have the right to seek or obtain money damages or expense reimbursement (any liability, whether at law or in equity, in contract, in tort or otherwise) from any Financing Source and (B) waives any and all claims against the Financing Sources (and agrees not to bring any claim or cause of action) and hereby agrees that in no event shall the Financing Sources have any liability , or obligation to the Company or any other Company Related Party relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter or the transactions contemplated herebyhereby and thereby, the termination of this Agreement, the failure to consummate the transactions contemplated by this Agreement or any claims or actions under applicable Laws arising out of any such breach, termination or failure; provided that, notwithstanding the foregoing, nothing in this Section 9.11(c)(iv10.7(b)(v) shall in any way limit or modify the rights and obligations of Parent, Merger Sub or the Financing Sources set forth under the Debt Commitment Letter. In addition to the rights of Parent and Merger Sub hereunder, Parent and Merger Sub shall be entitled, at Parent and Merger Sub’s sole election, to settle any claims arising from for the Parent Termination Fee or relating to this Agreement damages in respect of Specified Breaches by agreeing to consummate the Merger in accordance with the terms of this Agreement. For the avoidance of doubt, no Financing Source shall be subject to any special, consequential, or punitive damages or damages of a tortious nature. The Financing Sources are intended third party beneficiaries of this Section 10.7.

Monetary Damages. In no event shall (A) the Company, its Subsidiaries and each of their respective Affiliates or (B) the former, current and future holders of any equity, controlling persons, directors, officers, employees, agents, attorneys, Affiliates, members, managers, general or limited partners, stockholders and assignees of each of the Company, its Subsidiaries and each of their respective Affiliates (foregoing in clauses (A) and (B) collectively, the “Company Related Parties”) have the right to seek or obtain money damages or expense reimbursement (whether at law or in equity, in contract, in tort or otherwise) from ParentNewco, Merger Sub Sub, the Guarantors, the Equity Financing Sources or any other Parent Newco Related Party other than the right of the Company to payment of the Parent Newco Termination Fee as set forth in Section 8.4(b)) and to enforce its rights under the Guarantees. For the avoidance of doubt, in the event this Agreement is terminated in accordance with Section 8.1, the Parent Newco Termination Fee (if payable pursuant to Section 8.4(b)) represents the maximum aggregate Liability of ParentNewco, Merger Sub, the Guarantors and any other Parent Newco Related Party under this Agreement and the transactions and other agreements contemplated hereby. In addition, and notwithstanding anything in this Agreement to the contrary, the Company hereby (A) agrees that no Company Related Party shall have the right to seek or obtain money damages or expense reimbursement (whether at law or in equity, in contract, in tort or otherwise) from any Debt Financing Source and (B) waives any and all claims against the Debt Financing Sources (and agrees not to bring any claim or cause of action) and hereby agrees that in no event shall the Debt Financing Sources have any liability or obligation to the Company or any Company Related Party relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter Letters or the transactions contemplated hereby; provided that, notwithstanding the foregoing, nothing in this Section 9.11(c)(iv9.11(c)(v) shall in any way limit or modify the rights and obligations of ParentNewco, Merger Sub or the Financing Sources set forth under the Debt Commitment LetterLetters. In addition to the rights of Parent Newco and Merger Sub hereunder, Parent Newco and Merger Sub shall be entitled, at Parent Newco and Merger Sub’s sole election, to settle any claims arising from or relating to this Agreement by agreeing to consummate the Merger in accordance with the terms of this Agreement.

Monetary Damages. In no event shall (A) the Company, its Subsidiaries and each of their respective Affiliates or (B) the former, current and future holders of any equity, controlling persons, directors, officers, employees, agents, attorneys, Affiliates, members, managers, general or limited partners, stockholders and assignees of each of the Company, its Subsidiaries and each of their respective Affiliates (foregoing in clauses (A) and (B) collectively, the “Company Related Parties”) have the right to seek or obtain money damages or expense reimbursement (whether at law or in equity, in contract, in tort or otherwise) from ParentNewco, Merger Sub Sub, the Guarantor, the Equity Financing Source or any other Parent Newco Related Party other than (i) the right of the Company to payment of the Parent Newco Termination Fee as set forth in Section 8.4(b), (ii) to enforce its rights under the Guaranty, (iii) the right of the Company to reimbursement and indemnification as set forth in Section 7.3(i) or (iv) the rights of the Indemnified Persons set forth in Section 7.11 following the Closing. For the avoidance of doubt, in the event this Agreement is terminated in accordance with Section 8.1, payment of the Parent Newco Termination Fee by Newco or the Guarantor (if payable pursuant to Section 8.4(b)) represents the maximum aggregate Liability of ParentNewco, Merger Sub, the Guarantor and any other Parent Newco Related Party under this Agreement and the transactions and other agreements contemplated herebyhereby (other than the amounts due under Section 7.3(i)). In addition, and notwithstanding anything in this Agreement to the contrary, the Company hereby (A) agrees that no Company Related Party shall have the right to seek or obtain money damages or expense reimbursement (whether at law or in equity, in contract, in tort or otherwise) from any Debt Financing Source and (B) waives any and all claims against the Debt Financing Sources (and agrees not to bring any claim or cause of action) and hereby agrees that in no event shall the Debt Financing Sources have any liability or obligation to the Company or any Company Related Party relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter Letters or the transactions contemplated hereby; provided that, notwithstanding anything to the contrary in the foregoing, nothing in this Section 9.11(c)(iv9.11(c)(v) shall in any way limit or modify the rights and obligations of ParentNewco, Merger Sub or the Debt Financing Sources set forth under the Debt Commitment LetterLetters. In addition to the rights of Parent Newco and Merger Sub hereunder, Parent Newco and Merger Sub shall be entitled, at Parent Newco and Merger Sub’s sole election, to settle any claims arising from or relating to this Agreement by agreeing to consummate the Merger in accordance with the terms of this Agreement.