Common use of Sole and Exclusive Remedy Clause in Contracts

Sole and Exclusive Remedy. Notwithstanding anything that may be expressed or implied in this Agreement, any Ancillary Agreement or any document, certificate or instrument delivered in connection herewith or therewith, from and after the Closing, the sole and exclusive remedy (in lieu of any and all other rights and remedies any such Person otherwise may have had) of Buyer, the Sellers or any Non-Recourse Party of the foregoing may have under, arising out of or resulting from or incurred in connection with this Agreement or any Ancillary Agreement and with respect to the transactions contemplated hereby and thereby or any document, certificate or instrument delivered in connection herewith or therewith, shall be (a) Buyer’s right to recover under Buyer’s Insurance Policy, (b) recourse against any Person that is identified as a party to this Agreement (including recourse by any Person that expressly has rights to enforce this Agreement pursuant to Section 11.13) for breach of any covenant and agreement set forth herein that is required to be performed following the Closing in accordance with its terms, subject to the limitations set forth herein, including as provided in Section 2.7 (Post-Closing Purchase Price Adjustment), Section 5.5 (Directors’ and Officers’ Exculpation; Indemnification) and Section 11.6 (Equitable Relief), (c) recourse against any Person that is identified as a party to an Ancillary Agreement (but not any Non-Recourse Party of such Person) under and to the extent expressly provided for therein, subject to the limitations set forth herein and therein, (d) the right to bring a Fraud Claim, subject in all respects to the limitations set forth herein (including the terms and conditions of Article IX, Section 11.9, Section 11.10 and Section 11.15), (e) subject in all respects to the limitations set forth herein (including the terms and conditions of Section 7.7, Section 7.8, Article IX, Section 11.9, Section 11.10 and Section 11.15), Indemnified Taxes, (f) subject in all respects to the limitations set forth herein (including the terms and conditions of Section 5.19, Article IX, Section 11.9, Section 11.10 and Section 11.15), Indian JV Liabilities, (g) subject in all respects to the limitations set forth herein (including the terms and conditions of Section 5.2(f), Article IX, Section 11.9, Section 11.10 and Section 11.15), FCC Indemnified Losses, (h) subject in all respects to the limitations set forth herein (including the terms and conditions of Section 5.21, Article IX, Section 11.9, Section 11.10 and Section 11.15), the Buyer Default Liabilities Indemnity, (i) subject in all respects to the limitations set forth herein (including the terms and conditions of Section 5.10(b), Section 5.15, Article IX, Section 11.9, Section 11.10 and Section 11.15), the Buyer indemnity obligations set forth in Section 5.10(b) and Section 5.15, (j) subject in all respects to the limitations set forth herein (including the terms and conditions of Section 5.22, Article IX, Section 11.9, Section 11.10 and Section 11.15), the NC Property Losses and (k) subject in all respects to the limitations set forth herein (including the terms and conditions of Section 5.23, Article IX, Section 11.9, Section 11.10 and Section 11.15), the Pre-Closing Workers’ Compensation Liabilities.

Sole and Exclusive Remedy. Notwithstanding anything that Recovery against the Rollover Proceeds pursuant to this Section 2 constitutes Parent’s sole and exclusive remedy for any and all Losses or other claims for which the Bain Shareholder is liable pursuant to Section 2(a). Parent agrees that, other than (A) from Rollover Proceeds in respect of the Bain Shareholder’s indemnification obligations set forth in Section 2(a) of this Agreement or (B) against the Bain Shareholder in respect of breaches of Section 7, under no circumstances will the Bain Shareholder or any of its Affiliates, or their respective officers, directors, partners, members, employees, agents, representatives, successors and permitted assigns (collectively, the “Bain Parties”) have any liability to any of the Parent Indemnitees relating to or arising out of this Agreement. None of Parent or the other Parent Indemnitees may avoid the limitations on liability set forth in this Section 2(c)(vii) by seeking damages for breach of contract, tort or pursuant to any other theory of liability. Furthermore, without limiting the generality of the foregoing but subject to the last sentence of this Section 2(c)(vii), no claim shall be expressed brought or implied maintained by any Parent Indemnitee against any Bain Party, and no recourse of any kind shall be sought or granted against any of them, by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach of any of the representations, warranties, covenants or obligations of the Bain Shareholder set forth in this Agreement, any Ancillary Agreement certificate, instrument, opinion or any documentother documents delivered pursuant to this Agreement, certificate or instrument delivered the subject matter of this Agreement, in connection herewith or therewitheach case other than claims permitted under, from in compliance with, and after the Closing, the sole and exclusive remedy (in lieu of any and subject to all other rights and remedies any such Person otherwise may have had) of Buyer, the Sellers or any Non-Recourse Party of the foregoing may have under, arising out provisions and limitations of or resulting from or incurred this Section 2. The Parties agree that the provisions in connection with this Agreement or any Ancillary Agreement relating to indemnification, and the limits imposed on remedies with respect to this Agreement and the transactions contemplated hereby (including this Section 2(c)(vii)), constitute an integral part of the consideration given to the Bain Shareholder and thereby were specifically bargained for between sophisticated parties. Notwithstanding anything to the contrary herein, this Section 2(c)(vii) shall not be construed as limiting any rights and remedies of the Parent Indemnitees against the Bain Shareholder (A) under any other Transaction Agreements (as defined below) or any document, certificate other agreement between or instrument delivered in connection herewith or therewith, shall be (a) Buyer’s right to recover under Buyer’s Insurance Policyamong the parties hereto, (bB) recourse against any Person that is identified as a party to for breaches of representations and warranties under Section 7, or (C) in the event of actual fraud in respect of the representations and warranties in this Agreement (including recourse by any Person that expressly has rights to enforce this Agreement pursuant to Section 11.13) for breach of any covenant and agreement set forth herein that is required to be performed following the Closing in accordance with its terms, subject to the limitations set forth herein, including as provided in Section 2.7 (Post-Closing Purchase Price Adjustment), Section 5.5 (Directors’ and Officers’ Exculpation; Indemnification) and Section 11.6 (Equitable Relief), (c) recourse against any Person that is identified as a party to an Ancillary Agreement (but not any Non-Recourse Party of such Person) under and to the extent expressly provided for therein, subject to the limitations set forth herein and therein, (d) the right to bring a Fraud Claim, subject in all respects to the limitations set forth herein (including the terms and conditions of Article IX, Section 11.9, Section 11.10 and Section 11.15), (e) subject in all respects to the limitations set forth herein (including the terms and conditions of Section 7.7, Section 7.8, Article IX, Section 11.9, Section 11.10 and Section 11.15), Indemnified Taxes, (f) subject in all respects to the limitations set forth herein (including the terms and conditions of Section 5.19, Article IX, Section 11.9, Section 11.10 and Section 11.15), Indian JV Liabilities, (g) subject in all respects to the limitations set forth herein (including the terms and conditions of Section 5.2(f), Article IX, Section 11.9, Section 11.10 and Section 11.15), FCC Indemnified Losses, (h) subject in all respects to the limitations set forth herein (including the terms and conditions of Section 5.21, Article IX, Section 11.9, Section 11.10 and Section 11.15), the Buyer Default Liabilities Indemnity, (i) subject in all respects to the limitations set forth herein (including the terms and conditions of Section 5.10(b), Section 5.15, Article IX, Section 11.9, Section 11.10 and Section 11.15), the Buyer indemnity obligations set forth in Section 5.10(b) and Section 5.15, (j) subject in all respects to the limitations set forth herein (including the terms and conditions of Section 5.22, Article IX, Section 11.9, Section 11.10 and Section 11.15), the NC Property Losses and (k) subject in all respects to the limitations set forth herein (including the terms and conditions of Section 5.23, Article IX, Section 11.9, Section 11.10 and Section 11.15), the Pre-Closing Workers’ Compensation LiabilitiesBain Party.

Sole and Exclusive Remedy. Notwithstanding anything that may be expressed or implied contained in this AgreementAgreement to the contrary, any Ancillary Agreement or any documentexcept with respect to the matters covered by Section 2.4, certificate or instrument delivered as set forth in connection herewith or therewithSection 10.3, and, with respect to Buyer Indemnified Parties, as provided in the RWI Policy, the Parties agree that, from and after the ClosingClosing Date, the sole and exclusive remedy (in lieu of any and all other rights and remedies any such Person otherwise may have had) of Buyer, the Sellers or any Non-Recourse Party of the foregoing may have underParties to this Agreement and the Buyer Indemnified Parties and the Seller Indemnified Parties, respectively, for any Losses (including any Losses from claims for breach of contract, warranty, tortuous conduct (including negligence) or otherwise and whether predicated on common law, statute, strict liability, or otherwise) arising out of or resulting from or incurred based upon the matters set forth in connection with this Agreement or any Ancillary Agreement are the indemnification and/or reimbursement obligations of the Parties set forth in this Article IX and with respect the RWI Policy, if applicable. In furtherance of the foregoing, each of the Parties hereby waives, from and after the Closing Date, to the transactions contemplated hereby fullest extent permitted under Law, any and thereby all rights and claims for damages or otherwise it may have against any documentother Party arising under, based upon or relating to this Agreement, any Transaction Document, any document or certificate or instrument delivered in connection herewith herewith, any applicable Law, common law or therewithotherwise (except pursuant to the indemnification provisions set forth in this Article IX). EACH OF THE BUYER INDEMNIFIED PARTIES EXPRESSLY WAIVES ALL RIGHTS AFFORDED BY ANY STATUTE WHICH LIMITS THE EFFECT OF A RELEASE WITH RESPECT TO UNKNOWN CLAIMS. EACH OF THE BUYER INDEMNIFIED PARTIES UNDERSTANDS THE SIGNIFICANCE OF THIS RELEASE OF UNKNOWN CLAIMS AND WAIVER OF STATUTORY PROTECTION AGAINST A RELEASE OF UNKNOWN CLAIMS. EACH OF THE BUYER INDEMNIFIED PARTIES ACKNOWLEDGES AND AGREES THAT THIS WAIVER IS AN ESSENTIAL AND MATERIAL TERM OF THIS AGREEMENT. EACH OF THE BUYER INDEMNIFIED PARTIES FURTHER EXPRESSLY WAIVES ALL RIGHTS TO CLAIM OR SEEK RESCISSION OF THE TRANSACTIONS CONTEMPLATED HEREIN OR HEREBY. The provisions of this Section 9.4 shall not, shall be (a) Buyer’s right however, prevent or limit a cause of action under Section 14.11 to recover under Buyer’s Insurance Policy, (b) recourse against any Person that is identified as a party obtain an injunction or injunctions to prevent breaches of this Agreement (including recourse by any Person that expressly has rights and to enforce this Agreement pursuant to Section 11.13) for breach of any covenant and agreement set forth herein that is required to be performed following the Closing in accordance with its terms, subject to the limitations set forth herein, including as provided in Section 2.7 (Post-Closing Purchase Price Adjustment), Section 5.5 (Directors’ and Officers’ Exculpation; Indemnification) and Section 11.6 (Equitable Relief), (c) recourse against any Person that is identified as a party to an Ancillary Agreement (but not any Non-Recourse Party of such Person) under and to the extent expressly provided for therein, subject to the limitations set forth herein and therein, (d) the right to bring a Fraud Claim, subject in all respects to the limitations set forth herein (including specifically the terms and conditions provisions hereof. Notwithstanding the foregoing, nothing herein shall prevent any of Article IX, Section 11.9, Section 11.10 and Section 11.15), (e) subject in all respects to the limitations set forth herein (including the terms and conditions of Section 7.7, Section 7.8, Article IX, Section 11.9, Section 11.10 and Section 11.15), Indemnified Taxes, (f) subject in all respects to the limitations set forth herein (including the terms and conditions of Section 5.19, Article IX, Section 11.9, Section 11.10 and Section 11.15), Indian JV Liabilities, (g) subject in all respects to the limitations set forth herein (including the terms and conditions of Section 5.2(f), Article IX, Section 11.9, Section 11.10 and Section 11.15), FCC Indemnified Losses, (h) subject in all respects to the limitations set forth herein (including the terms and conditions of Section 5.21, Article IX, Section 11.9, Section 11.10 and Section 11.15), the Buyer Default Liabilities Indemnity, (i) subject in all respects to the limitations set forth herein (including the terms and conditions of Section 5.10(b), Section 5.15, Article IX, Section 11.9, Section 11.10 and Section 11.15), the Buyer indemnity obligations set forth in Section 5.10(b) and Section 5.15, (j) subject in all respects to the limitations set forth herein (including the terms and conditions of Section 5.22, Article IX, Section 11.9, Section 11.10 and Section 11.15), the NC Property Losses and (k) subject in all respects to the limitations set forth herein (including the terms and conditions of Section 5.23, Article IX, Section 11.9, Section 11.10 and Section 11.15), the Pre-Closing Workers’ Compensation LiabilitiesIndemnified Parties or Seller Indemnified Parties from bringing an action based upon Fraud.

Sole and Exclusive Remedy. Notwithstanding anything that may (i) If this Agreement is terminated pursuant to Section 8.1, Parent’s receipt of the Company Termination Fee to the extent owed pursuant to Section 8.3(b) and Enforcement Expenses to the extent owed pursuant to Section 8.3(d) and Parent’s right to seek specific performance pursuant to Section 9.5(b) will be expressed or implied in this Agreement, any Ancillary Agreement or any document, certificate or instrument delivered in connection herewith or therewith, from and after the Closing, the sole and exclusive remedy remedies of Parent and Purchaser (the “Parent Related Parties”) against any of the Company and its Affiliates (the “Company Related Parties”) in lieu respect of any and all other rights and remedies any such Person otherwise may have had) of Buyerthis Agreement, the Sellers Transactions, the termination of this Agreement, the failure to consummate the Transactions or any Non-Recourse Party of the foregoing may have under, claims or actions under applicable Legal Requirements arising out of any breach, termination or resulting failure. Parent’s receipt of the Company Termination Fee to the extent owed pursuant to Section 8.3(b) and Enforcement Expenses to the extent owed pursuant to Section 8.3(d) will be the only monetary damages the Parent Related Parties may recover from Company Related Parties in respect of this Agreement, the termination of this Agreement, the failure to consummate the Transactions or incurred in connection with any claims or actions under applicable Legal Requirements arising out of any such breach, termination or failure, and upon payment of such amount, (A) none of the Company Related Parties will have any further liability or obligation to any of the Parent Related Parties relating to or arising out of this Agreement or the Transactions or any Ancillary matters forming the basis of such termination (except that the Parties (or their respective Affiliates) will remain obligated with respect to, and Parent may be entitled to remedies with respect to, the Confidentiality Agreement, as applicable); and (B) none of Parent, Purchaser or any other Person will be entitled to bring or maintain any Legal Proceeding against any Company Related Party arising out of this Agreement, the Transactions, or any matters forming the basis for such termination. Notwithstanding the foregoing, this Section 8.3(e)(i) will not relieve the Company from liability or damages arising out of any common law fraud or Willful Breach of this Agreement and or for any breaches of the Confidentiality Agreement, or prevent Parent, Purchaser or any other Person from bringing or maintaining any Legal Proceeding with respect to the transactions contemplated hereby and thereby such common law fraud or any document, certificate or instrument delivered in connection herewith or therewith, shall be (a) Buyer’s right to recover under Buyer’s Insurance Policy, (b) recourse against any Person that is identified as a party to Willful Breach of this Agreement (including recourse by any Person that expressly has rights to enforce this Agreement pursuant to Section 11.13) for or breach of any covenant and agreement set forth herein that is required to be performed following the Closing in accordance with its terms, subject to the limitations set forth herein, including as provided in Section 2.7 (Post-Closing Purchase Price Adjustment), Section 5.5 (Directors’ and Officers’ Exculpation; Indemnification) and Section 11.6 (Equitable Relief), (c) recourse against any Person that is identified as a party to an Ancillary Agreement (but not any Non-Recourse Party of such Person) under and to the extent expressly provided for therein, subject to the limitations set forth herein and therein, (d) the right to bring a Fraud Claim, subject in all respects to the limitations set forth herein (including the terms and conditions of Article IX, Section 11.9, Section 11.10 and Section 11.15), (e) subject in all respects to the limitations set forth herein (including the terms and conditions of Section 7.7, Section 7.8, Article IX, Section 11.9, Section 11.10 and Section 11.15), Indemnified Taxes, (f) subject in all respects to the limitations set forth herein (including the terms and conditions of Section 5.19, Article IX, Section 11.9, Section 11.10 and Section 11.15), Indian JV Liabilities, (g) subject in all respects to the limitations set forth herein (including the terms and conditions of Section 5.2(f), Article IX, Section 11.9, Section 11.10 and Section 11.15), FCC Indemnified Losses, (h) subject in all respects to the limitations set forth herein (including the terms and conditions of Section 5.21, Article IX, Section 11.9, Section 11.10 and Section 11.15), the Buyer Default Liabilities Indemnity, (i) subject in all respects to the limitations set forth herein (including the terms and conditions of Section 5.10(b), Section 5.15, Article IX, Section 11.9, Section 11.10 and Section 11.15), the Buyer indemnity obligations set forth in Section 5.10(b) and Section 5.15, (j) subject in all respects to the limitations set forth herein (including the terms and conditions of Section 5.22, Article IX, Section 11.9, Section 11.10 and Section 11.15), the NC Property Losses and (k) subject in all respects to the limitations set forth herein (including the terms and conditions of Section 5.23, Article IX, Section 11.9, Section 11.10 and Section 11.15), the Pre-Closing Workers’ Compensation LiabilitiesConfidentiality Agreement.

Sole and Exclusive Remedy. Notwithstanding anything that may be expressed or implied to the contrary contained in this Agreement, any Ancillary Agreement or any document, certificate or instrument delivered in connection herewith or therewith, from and after the Closing, the Seller’s and Buyer’s sole and exclusive remedy against each other with respect to breaches of the representations, warranties, covenants, and agreements of the Parties contained in this Agreement (other than post-Closing breaches of the agreements of the Parties set forth in lieu Articles I, II, IX, X, XI, XII and XVI), and the affirmations of such representations, warranties, covenants, and agreements contained in the certificates delivered by each Party at Closing pursuant to Sections 10.04(g) and 10.05(d), as applicable, is set forth in Sections 14.03 and 14.04, as applicable. Except for the remedies contained in this Article XIV, upon the Closing, each of Seller and Buyer releases, remises, and forever discharges the Buyer Indemnitees or Seller Indemnitees, as applicable, from any and all other rights and remedies any Liabilities which such Person otherwise persons might now or subsequently may have had) of Buyerhave, the Sellers based on, relating to, or any Non-Recourse Party of the foregoing may have under, arising out of or resulting from or incurred in connection with this Agreement or any Ancillary Agreement and with respect to Seller’s ownership, use, or operation of the transactions contemplated hereby and thereby Assets, or any documentthe condition, certificate quality, status, or instrument delivered in connection herewith nature of the Assets as of Closing, regardless of the law or therewith, shall legal theory under which such liabilities or obligations may be (a) Buyer’s right to recover under Buyer’s Insurance Policy, (b) recourse against any Person that is identified as a party to this Agreement (including recourse by any Person that expressly has rights to enforce this Agreement pursuant to Section 11.13) for breach of any covenant and agreement set forth herein that is required sought to be performed following the Closing in accordance with its termsimposed, subject to the limitations set forth hereinINCLUDING RIGHTS TO CONTRIBUTION UNDER THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, including as provided in Section 2.7 COMPENSATION AND LIABILITY ACT OF 1980, AS AMENDED, THE OIL POLLUTION ACT OF 1990, AS AMENDED, BREACHES OF STATUTORY AND IMPLIED WARRANTIES, NUISANCE OR OTHER TORT ACTIONS, RIGHTS TO PUNITIVE DAMAGES, COMMON LAW RIGHTS OF CONTRIBUTION, ANY RIGHTS UNDER INSURANCE POLICIES ISSUED OR UNDERWRITTEN BY THE OTHER PARTY OR ANY OF ITS AFFILIATES, REGARDLESS OF WHETHER ATTRIBUTABLE, IN WHOLE OR IN PART, TO THE NEGLIGENCE (Post-Closing Purchase Price AdjustmentSOLE, JOINT, OR CONCURRENT), Section 5.5 (Directors’ and Officers’ Exculpation; Indemnification) and Section 11.6 (Equitable Relief)STRICT LIABILITY, (c) recourse against any Person that is identified as a party to an Ancillary Agreement (but not any NonOR OTHER LEGAL FAULT OF ANY RELEASED PERSON, OR THIRD PARTY, AND WHETHER OR NOT CAUSED BY A PRE-Recourse Party of such Person) under and to the extent expressly provided for therein, subject to the limitations set forth herein and therein, (d) the right to bring a Fraud Claim, subject in all respects to the limitations set forth herein (including the terms and conditions of Article IX, Section 11.9, Section 11.10 and Section 11.15), (e) subject in all respects to the limitations set forth herein (including the terms and conditions of Section 7.7, Section 7.8, Article IX, Section 11.9, Section 11.10 and Section 11.15), Indemnified Taxes, (f) subject in all respects to the limitations set forth herein (including the terms and conditions of Section 5.19, Article IX, Section 11.9, Section 11.10 and Section 11.15), Indian JV Liabilities, (g) subject in all respects to the limitations set forth herein (including the terms and conditions of Section 5.2(f), Article IX, Section 11.9, Section 11.10 and Section 11.15), FCC Indemnified Losses, (h) subject in all respects to the limitations set forth herein (including the terms and conditions of Section 5.21, Article IX, Section 11.9, Section 11.10 and Section 11.15), the Buyer Default Liabilities Indemnity, (i) subject in all respects to the limitations set forth herein (including the terms and conditions of Section 5.10(b), Section 5.15, Article IX, Section 11.9, Section 11.10 and Section 11.15), the Buyer indemnity obligations set forth in Section 5.10(b) and Section 5.15, (j) subject in all respects to the limitations set forth herein (including the terms and conditions of Section 5.22, Article IX, Section 11.9, Section 11.10 and Section 11.15), the NC Property Losses and (k) subject in all respects to the limitations set forth herein (including the terms and conditions of Section 5.23, Article IX, Section 11.9, Section 11.10 and Section 11.15), the Pre-Closing Workers’ Compensation LiabilitiesEXISTING CONDITION.

Sole and Exclusive Remedy. Notwithstanding anything that may be expressed (i) Without limiting the Company’s right to seek an order of specific performance against Parent and Merger Sub prior to the termination of this Agreement as permitted by and subject to the requirements of Section 8.6, if this Agreement is validly terminated pursuant to Section 7.1, the Company’s receipt of the Applicable Parent Termination Fee to the extent payable pursuant to Section 7.3(c) (including the Company’s right to enforce the Limited Guarantee with respect thereto and receive the Applicable Parent Termination Fee from the Guarantors), receipt of the Enforcement Expenses to the extent payable pursuant to Section 7.3(e) (subject to the Enforcement Expenses Cap) and receipt of the Reimbursement Obligations to the extent payable pursuant to Section 5.7(d) constitute the sole and exclusive remedies of the Company and the Company-Related Parties against the Parent-Related Parties arising out of or implied in connection with this Agreement, the Commitment Letters, the Limited Guarantee, any Ancillary Agreement other agreement or any document, certificate or instrument delivered document executed in connection herewith or therewith, from therewith and after the Closing, the sole and exclusive remedy (in lieu of any and all other rights and remedies any such Person otherwise may have had) of Buyer, the Sellers or any Non-Recourse Party of the foregoing may have under, arising out of or resulting from or incurred in connection with this Agreement or any Ancillary Agreement and with respect to the transactions contemplated hereby and thereby thereby, the termination of this Agreement, the failure to consummate the Transactions or any documentclaims or actions under applicable Legal Requirements arising out of or in connection with any breach, certificate termination or instrument delivered failure of any of the foregoing or any matter forming the basis thereof. Other than payment of the Applicable Parent Termination Fee to the extent payable pursuant to Section 7.3(c) and any Enforcement Expenses to the extent payable by Parent pursuant to Section 7.3(e) (subject to the Enforcement Expenses Cap), none of the Parent-Related Parties will have any further liability or obligation (whether at law or equity, or in contract or tort or otherwise) to any of (A) the Company and its Affiliates or (B) the former, current or future holders of any equity, controlling Persons, directors, officers, employees, agents, attorneys, Affiliates, members, managers, general or limited partners, stockholders, successors and assignees of any of the Company or its Affiliates (the Persons in clauses (A) and (B) collectively, the “Company-Related Parties”) in connection with, relating to or arising out of this Agreement, the Commitment Letters, the Limited Guarantee, any other agreement or document executed in connection herewith or therewiththerewith and the transactions contemplated hereby and thereby, shall the termination of this Agreement, the failure to consummate the Transactions or any claims or actions under applicable Legal Requirements arising out of or in connection with any breach, termination or failure of any of the foregoing or any matter forming the basis thereof (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 from and after the date thereof in accordance with the terms thereof), and no Company-Related Party will be entitled to seek or obtain any monetary recovery or award (awhether at law or equity, or in contract or tort or otherwise) Buyer’s right from any Parent-Related Party relating to recover or arising out of this Agreement, the Commitment Letters, the Limited Guarantee, any other agreement or document executed in connection herewith or therewith and the transactions contemplated hereby and thereby, the termination of this Agreement, the failure to consummate the Transactions or any claims or actions under Buyer’s Insurance Policyapplicable Legal Requirements arising out of or in connection with any breach, termination or failure of any of the foregoing or any matter forming the basis thereof. Notwithstanding the foregoing, this Section 7.3(f)(i) will not relieve Parent or Merger Sub from any liability for any breaches of the Confidentiality Agreement; provided that under no circumstances will (bx) recourse against the collective monetary damages or other amounts payable by or liability of the Parent-Related Parties for breaches (including any Person that is identified as a party Willful Breach or Fraud) in connection with, relating to or arising out of this Agreement (including recourse by any Person that expressly has rights payment of the Applicable Parent Termination Fee or the Enforcement Expenses (subject to enforce the Enforcement Expenses Cap) or the Reimbursement Obligations, in each case pursuant to this Agreement Agreement) exceed an aggregate amount for all such breaches equal to the amount of the Applicable Parent Termination Fee plus the Reimbursement Obligations to the extent payable pursuant to Section 11.135.7(d) for breach of any covenant and agreement set forth herein that is required plus the Enforcement Expenses to be performed following the Closing in accordance with its terms, extent payable by Parent pursuant to Section 7.3 (subject to the limitations set forth hereinEnforcement Expenses Cap) (the “Parent Liability Limitation”) and (y) the Company or any Company-Related Party be entitled to receive both damages under this Agreement and the Applicable Parent Termination Fee. 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 (x) Parent, Merger Sub, the Guarantors, the Equity Financing Parties or the Debt Financing Sources, or (y) the former, current and future holders of any equity, controlling Persons, directors, officers, employees, agents, attorneys, Affiliates (other than Parent, Merger Sub, the Guarantors, the Equity Financing Parties or the Debt Financing Sources), members, managers, general or limited partners, stockholders, successors and assignees of each of Parent, Merger Sub and the Guarantors (the Persons in clauses (x) and (y) 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 as provided consequential, special, indirect or punitive damages, in Section 2.7 excess of the Parent Liability Limitation (Postincluding in the case of Willful Breach or Fraud) against the Parent-Closing Purchase Price Adjustment)Related Parties for, Section 5.5 (Directorsor with respect to, this Agreement, the Commitment Letters, the Limited Guarantee, any other agreement or document executed in connection herewith or therewith 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 Legal Requirements arising out of or in connection with any breach, termination or failure of any of the foregoing or any matter forming the basis thereof. Other than the Guarantors’ obligations under the Limited Guarantee and Officersthe Equity Financing Parties’ Exculpation; Indemnification) obligations under the Equity Commitment Letter and Section 11.6 (Equitable Relief), (c) recourse against any Person that is identified as a party to an Ancillary Agreement (but not any Non-Recourse Party other than the obligations of such Person) under 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, Equity Financing Parties, Parent and Merger Sub have any liability for therein, subject monetary damages to the limitations set forth herein and therein, (d) Company or any other Person relating to or arising out of this Agreement or the right to bring a Fraud Claim, subject in all respects to Merger or the limitations set forth herein (including the terms and conditions of Article IX, Section 11.9, Section 11.10 and Section 11.15), (e) subject in all respects to the limitations set forth herein (including the terms and conditions of Section 7.7, Section 7.8, Article IX, Section 11.9, Section 11.10 and Section 11.15), Indemnified Taxes, (f) subject in all respects to the limitations set forth herein (including the terms and conditions of Section 5.19, Article IX, Section 11.9, Section 11.10 and Section 11.15), Indian JV Liabilities, (g) subject in all respects to the limitations set forth herein (including the terms and conditions of Section 5.2(f), Article IX, Section 11.9, Section 11.10 and Section 11.15), FCC Indemnified Losses, (h) subject in all respects to the limitations set forth herein (including the terms and conditions of Section 5.21, Article IX, Section 11.9, Section 11.10 and Section 11.15), the Buyer Default Liabilities Indemnity, (i) subject in all respects to the limitations set forth herein (including the terms and conditions of Section 5.10(b), Section 5.15, Article IX, Section 11.9, Section 11.10 and Section 11.15), the Buyer indemnity obligations set forth in Section 5.10(b) and Section 5.15, (j) subject in all respects to the limitations set forth herein (including the terms and conditions of Section 5.22, Article IX, Section 11.9, Section 11.10 and Section 11.15), the NC Property Losses and (k) subject in all respects to the limitations set forth herein (including the terms and conditions of Section 5.23, Article IX, Section 11.9, Section 11.10 and Section 11.15), the Pre-Closing Workers’ Compensation LiabilitiesTransactions.

Sole and Exclusive Remedy. Notwithstanding anything that may be expressed Except with respect to claims based on the Fraud, willful misconduct or implied Willful Breach of any Party or any Affiliate of any Party, except as otherwise set forth in the proviso in Section 10.8 and except as set forth in Section 11.11, the indemnities provided in this AgreementArticle X shall, from and after Closing, be the sole and exclusive remedy of Buyer Indemnitees against Seller and its Affiliates or the Seller Indemnitees against Buyer and its Affiliates, as the case may be, at Law or in equity for all claims whatsoever, whether arising in contract, tort or otherwise, and including any Ancillary claims based on negligent misrepresentation, relating to this Agreement and any other document or any document, certificate or instrument delivered in connection herewith herewith, the Company, any applicable Law or therewithotherwise; provided, however, that nothing in this Agreement shall prevent either Party from seeking an injunction or injunctions to prevent breaches of this Agreement by the other Party and to enforce specifically the terms and provisions hereof. In furtherance of the foregoing, Buyer and Seller hereby waive, for themselves and as agent for each of their Affiliates (including the Company), from and after the Closing, to the sole and exclusive remedy (in lieu of fullest extent permitted under applicable Law, any and all rights, claims and causes of action (other rights and remedies any such Person otherwise may have had) of Buyer, the Sellers than claims based on Fraud or any Non-Recourse Party of the foregoing may have under, arising out of willful misconduct or resulting from or incurred in connection with this Agreement or any Ancillary Agreement and with respect claims for equitable relief related to the transactions contemplated hereby and thereby or any document, certificate or instrument delivered in connection herewith or therewith, shall be (a) Buyer’s right to recover under Buyer’s Insurance Policy, (b) recourse against any Person that is identified as a party to this Agreement (including recourse by any Person that expressly has rights to enforce this Agreement pursuant to Section 11.13) for breach of any covenant or agreement of the Party contained in this Agreement requiring performance after the Closing), whether arising in contract, tort or otherwise (including any claims based on negligent misrepresentation) the other Party or any of its Affiliates may have against it or any of their Affiliates or any of their respective officers, directors, employees, agents or advisors relating to this Agreement and agreement any other document or certificate delivered in connection herewith, except pursuant to the indemnification provisions set forth herein that is required to be performed following the Closing in accordance with its terms, subject to the limitations set forth herein, including as provided in Section 2.7 (Post-Closing Purchase Price Adjustment), Section 5.5 (Directors’ and Officers’ Exculpation; Indemnification) and Section 11.6 (Equitable Relief), (c) recourse against any Person that is identified as a party to an Ancillary Agreement (but not any Non-Recourse Party of such Person) under and to the extent expressly provided for therein, subject to the limitations set forth herein and therein, (d) the right to bring a Fraud Claim, subject in all respects to the limitations set forth herein (including the terms and conditions of this Article IX, Section 11.9, Section 11.10 and Section 11.15), (e) subject in all respects to the limitations set forth herein (including the terms and conditions of Section 7.7, Section 7.8, Article IX, Section 11.9, Section 11.10 and Section 11.15), Indemnified Taxes, (f) subject in all respects to the limitations set forth herein (including the terms and conditions of Section 5.19, Article IX, Section 11.9, Section 11.10 and Section 11.15), Indian JV Liabilities, (g) subject in all respects to the limitations set forth herein (including the terms and conditions of Section 5.2(f), Article IX, Section 11.9, Section 11.10 and Section 11.15), FCC Indemnified Losses, (h) subject in all respects to the limitations set forth herein (including the terms and conditions of Section 5.21, Article IX, Section 11.9, Section 11.10 and Section 11.15)X. Furthermore, the Buyer Default Liabilities Indemnity, Parties each hereby acknowledge that (i) subject this Agreement embodies the justifiable expectation of sophisticated Parties knowledgeable in business and derived from voluntary, arm’s length negotiations; (ii) all respects Parties to the limitations set forth herein (including the terms this Agreement specifically acknowledge that no Party has any special relationship with another Party that would justify any expectation beyond that of an ordinary buyer and conditions of Section 5.10(b), Section 5.15, Article IX, Section 11.9, Section 11.10 and Section 11.15), the Buyer indemnity obligations set forth an ordinary seller in Section 5.10(b) and Section 5.15, (j) subject in all respects to the limitations set forth herein (including the terms and conditions of Section 5.22, Article IX, Section 11.9, Section 11.10 and Section 11.15), the NC Property Losses an arm’s length transaction; and (kiii) subject in all respects to no fiduciary relationship or duty exists between or among Seller or any of its Affiliates, on the limitations set forth herein (including one hand, and Buyer or any of its Affiliates, on the terms and conditions of Section 5.23, Article IX, Section 11.9, Section 11.10 and Section 11.15), the Pre-Closing Workers’ Compensation Liabilitiesother hand.

Sole and Exclusive Remedy. Notwithstanding anything that may be expressed or implied in this Agreement, any Ancillary Agreement or any document, certificate or instrument delivered in connection herewith or therewith, from and after the Closing, the sole and exclusive remedy (in lieu of any and all other rights and remedies any such Person otherwise may have had) of BuyerParent, Merger Sub, the Sellers Company, the Surviving Company, the Purchased Companies, the Shareholder or any Non-Recourse Party of the foregoing may have under, arising out of or resulting from or incurred in connection with this Agreement or any Ancillary Agreement and with respect to the transactions contemplated hereby and thereby or any document, certificate or instrument delivered in connection herewith or therewith, shall be (a) BuyerParent’s right to recover under Buyer’s the R&W Insurance Policy, (b) recourse against any Person that is identified as a party to this Agreement (including recourse by any Person that expressly has rights to enforce this Agreement pursuant to Section 11.1311.3) (but not recourse against the Shareholder or any Non-Recourse Party of the Shareholder or any Non-Recourse Party of any party to this Agreement) for breach of any covenant and agreement set forth herein that is required to be performed following the Closing in accordance with its terms, subject to the limitations set forth herein, including as provided in Section 2.7 2.9 (Post-Closing Purchase Price Merger Consideration Adjustment), Section 5.5 (Directors’ and Officers’ Exculpation; Indemnification) and Section 11.6 (Equitable Relief), (c) recourse against any Person that is identified as a party to an Ancillary Agreement (but not any Non-Recourse Party of such Person) under and to the extent expressly provided for therein, subject to the limitations set forth herein and therein, therein and (d) [***]. *** Certain information on this page has been omitted and filed separately with the right to bring a Fraud Claim, subject in all respects Securities and Exchange Commission. Confidential treatment has been requested with respect to the limitations set forth herein (including the terms and conditions of Article IX, Section 11.9, Section 11.10 and Section 11.15), (e) subject in all respects to the limitations set forth herein (including the terms and conditions of Section 7.7, Section 7.8, Article IX, Section 11.9, Section 11.10 and Section 11.15), Indemnified Taxes, (f) subject in all respects to the limitations set forth herein (including the terms and conditions of Section 5.19, Article IX, Section 11.9, Section 11.10 and Section 11.15), Indian JV Liabilities, (g) subject in all respects to the limitations set forth herein (including the terms and conditions of Section 5.2(f), Article IX, Section 11.9, Section 11.10 and Section 11.15), FCC Indemnified Losses, (h) subject in all respects to the limitations set forth herein (including the terms and conditions of Section 5.21, Article IX, Section 11.9, Section 11.10 and Section 11.15), the Buyer Default Liabilities Indemnity, (i) subject in all respects to the limitations set forth herein (including the terms and conditions of Section 5.10(b), Section 5.15, Article IX, Section 11.9, Section 11.10 and Section 11.15), the Buyer indemnity obligations set forth in Section 5.10(b) and Section 5.15, (j) subject in all respects to the limitations set forth herein (including the terms and conditions of Section 5.22, Article IX, Section 11.9, Section 11.10 and Section 11.15), the NC Property Losses and (k) subject in all respects to the limitations set forth herein (including the terms and conditions of Section 5.23, Article IX, Section 11.9, Section 11.10 and Section 11.15), the Pre-Closing Workers’ Compensation Liabilitiesomitted portions.

Sole and Exclusive Remedy. (i) Notwithstanding anything that may be expressed or implied herein to the contrary, but without limitation to the Company’s right in respect of specific performance pursuant to Section ‎9.8(b), the indemnification and reimbursement obligations specifically set forth in this Agreement (including Section ‎6.6(e) and Section ‎6.6(f)) and the terms of the Equity Commitment Letter and Guaranty and any rights under the Confidentiality Agreement, the Company agrees that, upon any Ancillary termination of this Agreement or under circumstances where the Parent Termination Fee is payable by Parent pursuant to this Section ‎8.3 and such Parent Termination Fee and, any documentapplicable Enforcement Costs and any applicable indemnification and reimbursement obligations specifically set forth in this Agreement (including Section ‎6.6(e) and Section ‎6.6(f)) are paid in full, certificate or instrument delivered the receipt by the Company of the Parent Termination Fee, any applicable Enforcement Costs and any applicable indemnification and reimbursement obligations specifically set forth in connection herewith or therewith, from this Agreement (including Section ‎6.6(e) and after the Closing, Section ‎6.6(f)) shall be deemed to be liquidated damages and the sole and exclusive remedy (in lieu of any and all other rights and remedies any such Person otherwise may have had) of Buyer, the Sellers or any Non-Recourse Party of the foregoing may have under, arising out of or resulting from or incurred Company in connection with this Agreement or any Ancillary Agreement and with respect to the transactions contemplated hereby and thereby the Company shall not seek to obtain any recovery, judgment, or damages of any documentkind, certificate including consequential, indirect, or instrument delivered punitive damages, against Parent Related Parties or their respective Representatives in connection herewith or therewithwith the Transactional Matters, shall be (a) Buyer’s right to recover under Buyer’s Insurance Policy, (b) recourse against including any Person that is identified as a party to breach of this Agreement (including recourse by any Person that expressly has rights willful breach). Notwithstanding anything to enforce the contrary in this Agreement, if Parent or Merger Sub breaches this Agreement (whether willfully, intentionally, unintentionally or otherwise) and the Parent Termination Fee is payable pursuant to Section 11.13) ‎8.3(c), then, except for breach of any covenant and agreement set forth herein that is required the right to be performed following the Closing seek specific performance in accordance with its terms, and subject to the limitations set forth herein, including as provided in Section 2.7 (Post-Closing Purchase Price Adjustment), Section 5.5 (Directors’ and Officers’ Exculpation; Indemnification) and Section 11.6 (Equitable Relief), (c) recourse against any Person that is identified as a party to an Ancillary Agreement (but not any Non-Recourse Party of such Person) under and to the extent expressly provided for therein, subject to the limitations set forth herein and therein, (d) the right to bring a Fraud Claim, subject in all respects to the limitations set forth herein (including the terms and conditions of Article IX, Section 11.9, Section 11.10 and Section 11.15), (e) subject in all respects to the limitations set forth herein (including the terms and conditions of Section 7.7, Section 7.8, Article IX, Section 11.9, Section 11.10 and Section 11.15), Indemnified Taxes, (f) subject in all respects to the limitations set forth herein (including the terms and conditions of Section 5.19, Article IX, Section 11.9, Section 11.10 and Section 11.15), Indian JV Liabilities, (g) subject in all respects to the limitations set forth herein (including the terms and conditions of Section 5.2(f), Article IX, Section 11.9, Section 11.10 and Section 11.15), FCC Indemnified Losses, (h) subject in all respects to the limitations set forth herein (including the terms and conditions of Section 5.21, Article IX, Section 11.9, Section 11.10 and Section 11.15‎9.8(b), the Buyer Default Liabilities Indemnitysole and exclusive monetary remedies (whether at law, in equity, in contract, in tort or otherwise) against any Parent Related Party for any breach (i) subject in all respects to the limitations set forth herein (including the terms and conditions of Section 5.10(bwhether willfully, intentionally, unintentionally or otherwise), Section 5.15loss, Article IXdamage or failure to perform under (whether willfully, Section 11.9intentionally, Section 11.10 and Section 11.15unintentionally or otherwise), this Agreement or any certificate or document delivered in connection herewith or otherwise or in respect of any oral representation made or alleged to have been made in connection herewith or therewith shall be to receive payment of the Buyer indemnity Parent Termination Fee, and, if applicable, the Enforcement Costs and the indemnification and reimbursement obligations specifically set forth in this Agreement (including Section 5.10(b‎6.6(e) and Section 5.15‎6.6(f)), and upon payment of such amounts, none of the Parent Related Parties shall have further liability or obligation relating to or arising out of this Agreement (jwhether in equity or at law, in contract, in tort or otherwise, and whether by or through attempted piercing of the corporate, limited liability company or partnership veil, by or through a claim by or on behalf of a Party or another Person or otherwise). Each party acknowledges and agrees that in no event shall Parent be required to pay the Parent Termination Fee on more than one occasion. So long as this Agreement shall not have been terminated, the Company shall be entitled to pursue both a grant of specific performance under Section ‎9.8(b) subject in all respects to and the limitations payment of the Parent Termination Fee and any applicable Enforcement Costs and indemnification and reimbursement obligations specifically set forth herein in this Agreement (including the terms and conditions of Section 5.22, Article IX, Section 11.9, Section 11.10 ‎6.6(e) and Section 11.15‎6.6(f)), but under no circumstances shall the NC Property Losses Company be permitted or entitled to receive both a grant of specific performance under Section ‎9.8(b) requiring Parent to consummate the Merger and (k) subject in all respects to payment of the limitations set forth herein (including the terms Parent Termination Fee and conditions of Section 5.23, Article IX, Section 11.9, Section 11.10 and Section 11.15), the Pre-Closing Workers’ Compensation Liabilitiesany applicable Enforcement Costs.

Sole and Exclusive Remedy. Notwithstanding anything that may (i) If this Agreement is terminated pursuant to Section 7.1, the Company’s receipt of the Parent Termination Fee (if payable), the Reimbursement Obligations and any amounts payable pursuant to Section 7.3(e), in each case subject to the terms and conditions of the Limited Guarantee, will be expressed or implied 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 Ancillary Agreement 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 documentclaims or actions under applicable Law arising out of any breach, certificate termination or instrument delivered failure. Other than the Parent Termination Fee, the Reimbursement Obligations and any amounts payable pursuant to Section 7.3(e), none of the Parent Related Parties will have any further liability or obligation to any of the Company or the Company Related Parties relating to or arising out of this Agreement, any agreement executed in connection herewith or therewiththe transactions contemplated hereby and thereby for any matters forming the basis of such termination. The Company’s receipt of the Parent Termination Fee, Reimbursement Obligations and any amounts payable pursuant to Section 7.3(e) will be the only monetary damages the Company Group and each of their respective Affiliates may recover from the Parent Related Parties in respect of this Agreement, any agreement executed in connection herewith and after the Closingtransactions contemplated hereby and thereby, the sole and exclusive remedy (in lieu termination of any and all other rights and remedies any such Person otherwise may have had) of Buyerthis Agreement, the Sellers failure to consummate the Merger or any Non-Recourse Party of the foregoing may have under, claims or actions under applicable Law arising out of any such breach, termination or resulting from failure, and upon payment of such amount, none of the Parent Related Parties will have any further liability or incurred obligation to the Company Group relating to or arising out of this Agreement, any agreement executed in connection with this Agreement herewith or any Ancillary Agreement and with respect to the transactions contemplated hereby and thereby or any documentmatters forming the basis of such termination (except that the Parties (or their Affiliates) will remain obligated with respect to, certificate and the Company may be entitled to remedies with respect to, the Confidentiality Agreement and Section 7.3(e), as applicable). Notwithstanding the foregoing, this Section 7.3(f)(i) will not limit the rights of the Company under Section 8.11(a) or instrument delivered in connection herewith relieve Parent, Merger Sub or therewithany Sponsor Party from liability for any breaches of the Confidentiality Agreement. In no event will any of the Company Related Parties seek or obtain, shall be (a) Buyer’s right nor will they permit any of their Representatives or any other Person acting on their behalf to recover under Buyer’s Insurance Policyseek or obtain, (b) recourse against nor will any Person that is identified as a party be entitled to this Agreement (including recourse by seek or obtain, any Person that expressly has rights to enforce this Agreement monetary recovery or award in excess of the Parent Termination Fee plus the Reimbursement Obligations and any amounts payable pursuant to Section 11.137.3(e) for breach against any of the Parent Related Parties, and in no event will the Company Group be entitled to seek or obtain any monetary damages of any covenant kind, including consequential, special, indirect or punitive damages, other than the Parent Termination Fee, the Reimbursement Obligations and agreement set forth herein that is required any amounts payable pursuant to be performed following the Closing in accordance with its terms, Section 7.3(e) (subject to the limitations set forth herein, including as provided in Section 2.7 (Post-Closing Purchase Price Adjustment), Section 5.5 (Directors’ and Officers’ Exculpation; Indemnification) and Section 11.6 (Equitable Relief), (c) recourse against any Person that is identified as a party to an Ancillary Agreement (but not any Non-Recourse Party of such Person) under and to the extent expressly provided for therein, subject to the limitations set forth herein and therein, (d) the right to bring a Fraud Claim, subject in all respects to the limitations set forth herein (including the terms and conditions of Article IXthe Limited Guarantee) when payable hereunder against the Parent Related Parties for, Section 11.9or with respect to, Section 11.10 and Section 11.15)this Agreement, (e) subject in all respects 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 Debt Financing Sources to the limitations set forth herein (including Company, Parent or Merger Sub under the terms and conditions of Section 7.7, Section 7.8, Article IX, Section 11.9, Section 11.10 and Section 11.15), Indemnified Taxes, (f) subject in all respects definitive agreements relating to the limitations set forth herein (including Debt Financing, nor limit the terms and conditions of Section 5.19Company, Article IX, Section 11.9, Section 11.10 and Section 11.15), Indian JV Liabilities, (g) subject in all respects Parent or Merger Sub from seeking to recover any such damages or obtain equitable relief from or with respect to any Debt Financing Source pursuant to the limitations set forth herein (including the terms and conditions of Section 5.2(f), Article IX, Section 11.9, Section 11.10 and Section 11.15), FCC Indemnified Losses, (h) subject in all respects definitive agreements relating to the limitations set forth herein (including the terms and conditions of Section 5.21, Article IX, Section 11.9, Section 11.10 and Section 11.15), the Buyer Default Liabilities Indemnity, (i) subject in all respects to the limitations set forth herein (including the terms and conditions of Section 5.10(b), Section 5.15, Article IX, Section 11.9, Section 11.10 and Section 11.15), the Buyer indemnity obligations set forth in Section 5.10(b) and Section 5.15, (j) subject in all respects to the limitations set forth herein (including the terms and conditions of Section 5.22, Article IX, Section 11.9, Section 11.10 and Section 11.15), the NC Property Losses and (k) subject in all respects to the limitations set forth herein (including the terms and conditions of Section 5.23, Article IX, Section 11.9, Section 11.10 and Section 11.15), the Pre-Closing Workers’ Compensation LiabilitiesDebt Financing.

Sole and Exclusive Remedy. Notwithstanding anything (i) The Company’s receipt of the Antitrust Termination Fee to the extent due and payable (and fully paid) pursuant to Section 8.3(b)(iv) will be the only amount that the Company Related Parties may be expressed recover from the Parent Related Parties in respect of any termination of this Agreement by (A) the Company or implied Parent pursuant to Section 8.1(c) or (B) the Company or Parent pursuant to Section 8.1(b), in either case of the preceding clause (A) or clause (B), as a result of a Restraint with respect to an Antitrust Law, to the extent the Antitrust Termination Fee is payable pursuant to Section 8.3(b)(iv), and upon payment of such amount, (1) 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, any Ancillary Agreement or any document, certificate or instrument delivered agreement executed in connection herewith or therewith, from and after the Closing, the sole and exclusive remedy (in lieu of any and all other rights and remedies any such Person otherwise may have had) of Buyer, the Sellers or any Non-Recourse Party of the foregoing may have under, arising out of or resulting from or incurred in connection with this Agreement or any Ancillary Agreement and with respect to the transactions contemplated hereby and thereby or any documentmatters forming the basis of such termination (except that the Parties (or their Affiliates) will remain obligated with respect to the Confidentiality Agreement, certificate Section 6.6(e), Section 6.6(f), Section 8.3(a) and Section 8.3(d), as applicable); and (2) none of the Company Related Parties or instrument delivered any other Person will be entitled to bring or maintain any claim, action or proceeding against the Buyer Parties or any Parent Related Party arising out of this Agreement, any agreement executed in connection herewith or therewith, shall be the transactions contemplated hereby and thereby or any matters forming the basis for such termination (aexcept that the Parties (or their Affiliates) Buyer’s right to recover under Buyer’s Insurance Policy, (b) recourse against any Person that is identified as a party to this Agreement (including recourse by any Person that expressly has rights to enforce this Agreement pursuant to Section 11.13) for breach of any covenant and agreement set forth herein that is required to be performed following the Closing in accordance will remain obligated with its terms, subject respect to the limitations set forth hereinConfidentiality Agreement, including as provided in Section 2.7 (Post-Closing Purchase Price Adjustment6.6(e), Section 5.5 (Directors’ and Officers’ Exculpation; Indemnification6.6(f), Section 8.3(a) and Section 11.6 (Equitable Relief8.3(d), as applicable). Under no circumstances will the collective monetary damages payable by the Buyer Parties or any of their Affiliates for breaches under this Agreement or the Guarantee exceed an amount equal to $69,898,089 plus the Reimbursement Obligations in the aggregate for all such breaches (c) recourse against 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 that is identified as a party be entitled to an Ancillary Agreement seek or obtain, any monetary recovery or monetary award in excess of the Parent Liability Limitation against (but not any Non-Recourse Party of such Person) under and to the extent expressly provided for therein, subject to the limitations set forth herein and therein, (dA) the right Buyer Parties or the Guarantor; or (B) the former, current and future holders of any equity, controlling persons, directors, officers, employees, agents, attorneys, Financing Sources, Affiliates (other than the Buyer Parties or the Guarantor), members, managers, general or limited partners, stockholders and assignees of each of the Buyer Parties 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 bring a Fraud Claimseek or obtain any monetary damages of any kind, subject including consequential, special, indirect or punitive damages, in all respects to excess of the limitations set forth herein Parent Liability Limitation against the Parent Related Parties for, or with respect to, this Agreement, the Guarantee or the transactions contemplated hereby and thereby (including any breach by the terms and conditions of Article IX, Section 11.9, Section 11.10 and Section 11.15), (e) subject in all respects to Guarantor or the limitations set forth herein (including the terms and conditions of Section 7.7, Section 7.8, Article IX, Section 11.9, Section 11.10 and Section 11.15), Indemnified Taxes, (f) subject in all respects to the limitations set forth herein (including the terms and conditions of Section 5.19, Article IX, Section 11.9, Section 11.10 and Section 11.15), Indian JV Liabilities, (g) subject in all respects to the limitations set forth herein (including the terms and conditions of Section 5.2(f), Article IX, Section 11.9, Section 11.10 and Section 11.15), FCC Indemnified Losses, (h) subject in all respects to the limitations set forth herein (including the terms and conditions of Section 5.21, Article IX, Section 11.9, Section 11.10 and Section 11.15Buyer Parties), the Buyer Default Liabilities Indemnitytermination of this Agreement, (i) subject in all respects 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 limitations set forth herein (including the terms and conditions of Section 5.10(b), Section 5.15, Article IX, Section 11.9, Section 11.10 and Section 11.15), Company or the Buyer indemnity obligations set forth in Section 5.10(b) and Section 5.15, (j) subject in all respects Parties under the definitive agreements relating to the limitations set forth herein (including Debt Financing, nor limit the terms and conditions of Section 5.22, Article IX, Section 11.9, Section 11.10 and Section 11.15), Company or the NC Property Losses and (k) subject in all respects Buyer Parties from seeking to recover any such damages or obtain equitable relief from or with respect to any Financing Source pursuant to the limitations set forth herein (including definitive agreements relating to the terms Debt Financing. Other than the Guarantor’s obligations under the Guarantee and conditions 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 Section 5.23, Article IX, Section 11.9, Section 11.10 and Section 11.15), this Agreement or the Pre-Closing Workers’ Compensation LiabilitiesMerger.

Sole and Exclusive Remedy. Notwithstanding anything that may (i) If this Agreement is terminated pursuant to Section 8.1, the Company’s receipt of the Parent Termination Fee to the extent owed pursuant to Section 8.3(c) (including the Company’s right to enforce the Guaranty with respect thereto and receive the Parent Termination Fee from the Guarantors), the Reimbursement Obligations and the Company’s right to seek specific performance pursuant to Section 9.8 will be expressed or implied the sole and exclusive remedies of the Company and the Company Related Parties against the Parent Related Parties in respect of this Agreement, any Ancillary Agreement 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 documentclaims or actions under applicable Law arising out of any breach, certificate termination or instrument delivered 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 Affiliates; and (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 and its Affiliates (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 therewith, from and after the Closing, the sole and exclusive remedy (in lieu of any and all other rights and remedies any such Person otherwise may have had) of Buyer, the Sellers or any Non-Recourse Party of the foregoing may have under, arising out of or resulting from or incurred in connection with this Agreement or any Ancillary Agreement and with respect to 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 foregoing, this Section 8.3(f)(i) will not relieve Parent, Merger Sub or any documentGuarantor from liability (1) for any fraud or Willful Breach of this Agreement or (2) for any breaches of the Confidentiality Agreement; provided that under no circumstances will the collective monetary damages payable by Parent, certificate Merger Sub or instrument delivered in connection herewith or therewith, shall be any of their Affiliates for breaches (aincluding any Willful Breach) Buyer’s right to recover under Buyer’s Insurance Policy, (b) recourse against any Person that is identified as a party to this Agreement (including recourse 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 $528,000,000 plus the Enforcement Expenses and the 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 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 (A) Parent, Merger Sub or any Guarantor; or (B) the former, current and future holders of any equity, controlling persons, directors, officers, employees, agents, attorneys, Financing Sources, Affiliates (other than Parent, Merger Sub or any Guarantor), members, managers, general or limited partners, stockholders and assignees of each of 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 Guaranty or the transactions contemplated hereby and thereby (including, any breach by any Person 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 expressly has rights the foregoing shall not preclude any liability of the Financing Sources to enforce this Agreement 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 Section 11.13) for breach of any covenant and agreement set forth herein that is required to be performed following the Closing in accordance with its terms, subject definitive agreements relating to the limitations set forth herein, including as provided in Section 2.7 (Post-Closing Purchase Price Adjustment), Section 5.5 (DirectorsDebt Financing. Other than the Guarantors’ obligations under the Guaranty and Officers’ Exculpation; Indemnification) the Equity Commitment Letter and Section 11.6 (Equitable Relief), (c) recourse against any Person that is identified as a party to an Ancillary Agreement (but not any Non-Recourse Party other than the obligations of such Person) under 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 therein, subject monetary damages to the limitations set forth herein and therein, (d) Company or any other Person relating to or arising out of this Agreement or the right to bring a Fraud Claim, subject in all respects to the limitations set forth herein (including the terms and conditions of Article IX, Section 11.9, Section 11.10 and Section 11.15), (e) subject in all respects to the limitations set forth herein (including the terms and conditions of Section 7.7, Section 7.8, Article IX, Section 11.9, Section 11.10 and Section 11.15), Indemnified Taxes, (f) subject in all respects to the limitations set forth herein (including the terms and conditions of Section 5.19, Article IX, Section 11.9, Section 11.10 and Section 11.15), Indian JV Liabilities, (g) subject in all respects to the limitations set forth herein (including the terms and conditions of Section 5.2(f), Article IX, Section 11.9, Section 11.10 and Section 11.15), FCC Indemnified Losses, (h) subject in all respects to the limitations set forth herein (including the terms and conditions of Section 5.21, Article IX, Section 11.9, Section 11.10 and Section 11.15), the Buyer Default Liabilities Indemnity, (i) subject in all respects to the limitations set forth herein (including the terms and conditions of Section 5.10(b), Section 5.15, Article IX, Section 11.9, Section 11.10 and Section 11.15), the Buyer indemnity obligations set forth in Section 5.10(b) and Section 5.15, (j) subject in all respects to the limitations set forth herein (including the terms and conditions of Section 5.22, Article IX, Section 11.9, Section 11.10 and Section 11.15), the NC Property Losses and (k) subject in all respects to the limitations set forth herein (including the terms and conditions of Section 5.23, Article IX, Section 11.9, Section 11.10 and Section 11.15), the Pre-Closing Workers’ Compensation LiabilitiesMerger.

Sole and Exclusive Remedy. (i) Under no circumstances will the collective amounts payable by Parent, Merger Sub and any of their Affiliates for breaches under this Agreement, the Limited Guaranty or the Commitment Letters exceed an amount equal to $32,200,000 in the aggregate for all such breaches (the “Parent Maximum Liability Amount”). Notwithstanding anything that may be expressed or implied to the contrary in this Agreement, if Parent or Merger Sub fails to effect the Closing when required by Section 2.3 for any Ancillary Agreement reason or any document, certificate no reason or instrument delivered in connection herewith or therewith, from and after the Closing, the sole and exclusive remedy (in lieu of any and all other rights and remedies any such Person otherwise may have had) of Buyer, the Sellers or any Non-Recourse Party of the foregoing may have under, arising out of or resulting from or incurred in connection with breaches this Agreement or any Ancillary Agreement fails to perform under this Agreement, then (x) a decree or order of specific performance or an injunction or injunctions or other equitable relief if and with respect solely to the transactions contemplated hereby and thereby extent permitted by Section 9.8(b) or any document, certificate or instrument delivered in connection herewith or therewith, shall be (ay) Buyer’s right to recover under Buyer’s Insurance Policy, (b) recourse against any Person that is identified as a party to this Agreement (including recourse by any Person that expressly has rights to enforce the termination of this Agreement pursuant to Section 11.138.1(g) or Section 8.1(i) and the receipt of payment of the Parent Termination Fee to the extent owed pursuant to Section 8.3(c) (including, without duplication, the Company’s right to enforce the Limited Guaranty with respect thereto and receive the Parent Termination Fee from Guarantor), will be the sole and exclusive remedies (whether in contract, tort, equity, law or granted by statute or otherwise) of Company Related Parties for breach any breach, cost, loss, expense or damages suffered as a result thereof or otherwise relating to or arising out of any covenant Transactional Matters, and agreement set forth herein that is required 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 performed following entitled to seek or obtain in connection therewith (1) any other remedies or (2) in the Closing case of monetary recovery or monetary award, any amounts or award of any kind (including consequential, special, indirect or punitive damages) in accordance with its termsexcess of the Parent Maximum Liability Amount in the aggregate against Parent, subject Merger Sub, Guarantor and the Parent Related Parties. Upon payment of the Parent Termination Fee to the limitations set forth hereinextent owed to the Company hereunder, none of the Parent Related Parties will have any further liability or obligation to the Company, the other Company Related Parties, their respective Affiliates or any other Person relating to or arising out of this Agreement, any other documents (including as provided in Section 2.7 (Post-Closing Purchase Price Adjustmentthe Commitment Letters and the Limited Guaranty), Section 5.5 (Directors’ or any other Transactional Matters, whether at law or equity, in contract, in tort or otherwise. Other than the Guarantor’s obligations under the Limited Guaranty and Officers’ Exculpation; Indemnification) other than the obligations of Parent and Section 11.6 (Equitable Relief), (c) recourse against any Person that is identified as a party to an Ancillary Agreement (but not any Non-Recourse Party of such Person) under 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 therein, subject monetary damages to the limitations set forth herein and therein, (d) the right to bring a Fraud Claim, subject in all respects to the limitations set forth herein (including the terms and conditions of Article IX, Section 11.9, Section 11.10 and Section 11.15), (e) subject in all respects to the limitations set forth herein (including the terms and conditions of Section 7.7, Section 7.8, Article IX, Section 11.9, Section 11.10 and Section 11.15), Indemnified Taxes, (f) subject in all respects to the limitations set forth herein (including the terms and conditions of Section 5.19, Article IX, Section 11.9, Section 11.10 and Section 11.15), Indian JV Liabilities, (g) subject in all respects to the limitations set forth herein (including the terms and conditions of Section 5.2(f), Article IX, Section 11.9, Section 11.10 and Section 11.15), FCC Indemnified Losses, (h) subject in all respects to the limitations set forth herein (including the terms and conditions of Section 5.21, Article IX, Section 11.9, Section 11.10 and Section 11.15)Company, the Buyer Default Liabilities Indemnityother Company Related Parties, (i) subject in all respects their respective Affiliates or any other Person relating to the limitations set forth herein (including the terms and conditions or arising out of Section 5.10(b), Section 5.15, Article IX, Section 11.9, Section 11.10 and Section 11.15)this Agreement, the Buyer indemnity obligations set forth in Section 5.10(b) and Section 5.15, (j) subject in all respects to Merger or the limitations set forth herein (including the terms and conditions of Section 5.22, Article IX, Section 11.9, Section 11.10 and Section 11.15), the NC Property Losses and (k) subject in all respects to the limitations set forth herein (including the terms and conditions of Section 5.23, Article IX, Section 11.9, Section 11.10 and Section 11.15), the Pre-Closing Workers’ Compensation Liabilitiesother Transactional Matters.

Sole and Exclusive Remedy. Notwithstanding anything that may be expressed or implied in (a) Each of the parties acknowledges and agrees that, should the Closing occur, the parties’ sole and exclusive remedies with respect to any and all Claims relating to this Agreement, any Ancillary the Master Formation Agreement and the other Conveyance Documents and the transactions contemplated hereby and thereby (other than Claims of, or any documentcauses of action arising from, certificate (i) the covenants to be performed post-Closing related to this Agreement, the Master Formation Agreement and the other Conveyance Documents and the transactions contemplated hereby and thereby (other than covenants in the Sublease Agreements), (ii) the other Transaction Documents, (iii) the Commercial Documents or instrument delivered (iv) fraud) shall be pursuant to the indemnification provisions set forth in connection herewith or therewiththis Article IX. In furtherance of the foregoing, each of the parties hereto hereby waives, from and after the Closing, the sole and exclusive remedy (in lieu of any and all other rights rights, Claims and remedies any such Person otherwise may have had) causes of Buyeraction relating to this Agreement, the Sellers or any Non-Recourse Party of the foregoing may have under, arising out of or resulting from or incurred in connection with this Agreement or any Ancillary Master Formation Agreement and with respect to the other Conveyance Documents and the transactions contemplated hereby and thereby (other than Claims of, or any document, certificate or instrument delivered in connection herewith or therewith, shall be (a) Buyer’s right to recover under Buyer’s Insurance Policycauses of action arising from, (bi) recourse against any Person that is identified as a party to this Agreement (including recourse by any Person that expressly has rights to enforce this Agreement pursuant to Section 11.13) for breach of any covenant and agreement set forth herein that is required the covenants to be performed following post-Closing related to this Agreement, the Master Formation Agreement and the other Conveyance Documents and the transactions contemplated hereby and thereby (other than covenants in the Sublease Agreements), (ii) the other Transaction Documents, (iii) Commercial Documents or (iv) fraud) it may have against the other parties hereto arising under or based upon Applicable Law (except pursuant to the indemnification provisions set forth in Article IX and the provisions of Appendix B). In the event that the Closing in accordance with its termsdoes not occur, the parties each shall have all remedies available under Applicable Law, subject to the limitations set forth herein, including as provided in provisions of Section 2.7 (Post-Closing Purchase Price Adjustment7.5(a), Section 5.5 (Directors’ and Officers’ Exculpation; Indemnification) 7.6(a), Article VIII, Section 9.10 and Section 11.6 (Equitable Relief), (c) recourse against any Person that is identified as a party to an Ancillary 9.17 of the Master Formation Agreement (but not any Non-Recourse Party of such Person) under and to the extent expressly provided for therein, subject to the limitations set forth herein and therein, (d) the right to bring a Fraud Claim, subject in all respects to the limitations set forth herein (including the terms and conditions provisions of Article IXSection 9.14(a), Section 11.99.15(a), Section 11.10 11.8 and Section 11.15), (e) subject in all respects to the limitations set forth herein (including the terms and conditions of Section 7.7, Section 7.8, Article IX, Section 11.9, Section 11.10 and Section 11.15), Indemnified Taxes, (f) subject in all respects to the limitations set forth herein (including the terms and conditions of Section 5.19, Article IX, Section 11.9, Section 11.10 and Section 11.15), Indian JV Liabilities, (g) subject in all respects to the limitations set forth herein (including the terms and conditions of Section 5.2(f), Article IX, Section 11.9, Section 11.10 and Section 11.15), FCC Indemnified Losses, (h) subject in all respects to the limitations set forth herein (including the terms and conditions of Section 5.21, Article IX, Section 11.9, Section 11.10 and Section 11.15), the Buyer Default Liabilities Indemnity, (i) subject in all respects to the limitations set forth herein (including the terms and conditions of Section 5.10(b), Section 5.15, Article IX, Section 11.9, Section 11.10 and Section 11.15), the Buyer indemnity obligations set forth in Section 5.10(b) and Section 5.15, (j) subject in all respects to the limitations set forth herein (including the terms and conditions of Section 5.22, Article IX, Section 11.9, Section 11.10 and Section 11.15), the NC Property Losses and (k) subject in all respects to the limitations set forth herein (including the terms and conditions of Section 5.23, Article IX, Section 11.9, Section 11.10 and Section 11.15), the Pre-Closing Workers’ Compensation Liabilities.

Sole and Exclusive Remedy. Notwithstanding anything that may be expressed or implied in this Agreement, any Ancillary Agreement or any document, certificate or instrument delivered in connection herewith or therewith, from and after herein to the Closingcontrary, the sole and exclusive remedy (for any breach or inaccuracy, or alleged breach or inaccuracy, of any representation or warranty in lieu this Agreement, or any breach or nonfulfillment, or alleged breach or nonfulfillment, of any covenant or agreement in this Agreement, which is discovered after the Initial Closing shall be the indemnification set forth in this Article VIII or as set forth in Section 10.1 if discovered prior to Initial Closing. In furtherance of the foregoing, the Buyer Indemnified Parties and the Seller Indemnified Parties hereby waive, to the fullest extent permitted by applicable Law, any and all other rights, claims and causes of action (including rights and remedies any such Person otherwise of contribution, if any) known or unknown, foreseen or unforeseen, which exist or may arise in the future, that either the Buyer Indemnified Parties or the Seller Indemnified Parties may have had) of against the Seller or the Buyer, as the Sellers case may be, arising under or based upon any Non-Recourse Party Law (including any Law arising under or based upon any securities Law, common Law or otherwise). The Buyer Indemnified Parties hereby release each of the foregoing Seller’s, the Subsidiaries and the Foundation’s Managing Directors, Senior Directors, Directors, Managers, Chief Executive Officer, as well as each other officer and member of the Seller’s, the Subsidiaries or the Foundation’s board of directors or managers (as the case may have under, arising out of be) from any and all claims by or resulting from or incurred in connection with this Agreement or any Ancillary Agreement and with respect liabilities to the transactions contemplated hereby and thereby Buyer, whether known or any documentunknown, certificate whether now existing or instrument delivered in connection herewith or therewithhereinafter discovered to exist, shall be (a) Buyer’s right to recover under Buyer’s Insurance Policy, (b) recourse against any Person that is identified as a party to this Agreement (including recourse by any Person that expressly has rights to enforce this Agreement pursuant to Section 11.13) for breach of any covenant and agreement set forth herein that is required to be performed following the Closing in accordance with its terms, subject to the limitations set forth herein, including as provided in Section 2.7 (Post-Closing Purchase Price Adjustment), Section 5.5 (Directors’ and Officers’ Exculpation; Indemnification) and Section 11.6 (Equitable Relief), (c) recourse against any Person that is identified as a party to an Ancillary Agreement (but not any Non-Recourse Party of such Person) under and except to the extent expressly provided for thereinthat any such breach involved fraudulent or criminal activity. The Seller Indemnified Parties hereby release the Buyer’s directors and officers from any and all claims by or Liabilities of the Seller, subject whether known or unknown, whether now existing or hereinafter discovered to exist, except to the limitations set forth herein and therein, (d) the right to bring a Fraud Claim, subject in all respects to the limitations set forth herein (including the terms and conditions of Article IX, Section 11.9, Section 11.10 and Section 11.15), (e) subject in all respects to the limitations set forth herein (including the terms and conditions of Section 7.7, Section 7.8, Article IX, Section 11.9, Section 11.10 and Section 11.15), Indemnified Taxes, (f) subject in all respects to the limitations set forth herein (including the terms and conditions of Section 5.19, Article IX, Section 11.9, Section 11.10 and Section 11.15), Indian JV Liabilities, (g) subject in all respects to the limitations set forth herein (including the terms and conditions of Section 5.2(f), Article IX, Section 11.9, Section 11.10 and Section 11.15), FCC Indemnified Losses, (h) subject in all respects to the limitations set forth herein (including the terms and conditions of Section 5.21, Article IX, Section 11.9, Section 11.10 and Section 11.15), the Buyer Default Liabilities Indemnity, (i) subject in all respects to the limitations set forth herein (including the terms and conditions of Section 5.10(b), Section 5.15, Article IX, Section 11.9, Section 11.10 and Section 11.15), the Buyer indemnity obligations set forth in Section 5.10(b) and Section 5.15, (j) subject in all respects to the limitations set forth herein (including the terms and conditions of Section 5.22, Article IX, Section 11.9, Section 11.10 and Section 11.15), the NC Property Losses and (k) subject in all respects to the limitations set forth herein (including the terms and conditions of Section 5.23, Article IX, Section 11.9, Section 11.10 and Section 11.15), the Pre-Closing Workers’ Compensation Liabilitiesextent that any such breach involved fraudulent or criminal activity.

Sole and Exclusive Remedy. Notwithstanding anything that may be expressed Except with respect to claims based on the Fraud, willful misconduct or implied Willful Breach of any Party or any Affiliate of any Party, except as otherwise set forth in the proviso in Section 10.8 and except as set forth in Section 11.11, the indemnities provided in this AgreementArticle X shall, from and after Closing, be the sole and exclusive remedy of Buyer Indemnitees against Seller and its Affiliates or the Seller Indemnitees against Buyer and its Affiliates, as the case may be, at Law or in equity for all claims whatsoever, whether arising in contract, tort or otherwise, and including any Ancillary claims based on negligent misrepresentation, relating to this Agreement and any other document or any document, certificate or instrument delivered in connection herewith herewith, the Company, any applicable Law or therewithotherwise; provided, however, that nothing in this Agreement shall prevent either Party from seeking an injunction or injunctions to prevent breaches of this Agreement by the other Party and to enforce specifically the terms and provisions hereof. In furtherance of the foregoing, Buyer and Seller hereby waive, for themselves and as agent for each of their Affiliates (including the Company), from and after the Closing, to the sole and exclusive remedy (in lieu of fullest extent permitted under applicable Law, any and all rights, claims and causes of action (other rights and remedies any such Person otherwise may have had) of Buyer, the Sellers than claims based on Fraud or any Non-Recourse Party of the foregoing may have under, arising out of willful misconduct or resulting from or incurred in connection with this Agreement or any Ancillary Agreement and with respect claims for equitable relief related to the transactions contemplated hereby and thereby or any document, certificate or instrument delivered in connection herewith or therewith, shall be (a) Buyer’s right to recover under Buyer’s Insurance Policy, (b) recourse against any Person that is identified as a party to this Agreement (including recourse by any Person that expressly has rights to enforce this Agreement pursuant to Section 11.13) for breach of any covenant or agreement of the Party contained in this Agreement requiring performance after the Closing), whether arising in contract, tort or otherwise (including any claims based on negligent misrepresentation) the other Party or any of its Affiliates may have against it or any of their Affiliates or any of their respective officers, directors, employees, agents or advisors relating to this Agreement and agreement any other document or certificate delivered in connection herewith, except pursuant to the indemnification provisions set forth herein that is required to be performed following the Closing in accordance with its terms, subject to the limitations set forth herein, including as provided in Section 2.7 (Post-Closing Purchase Price Adjustment), Section 5.5 (Directors’ and Officers’ Exculpation; Indemnification) and Section 11.6 (Equitable Relief), (c) recourse against any Person that is identified as a party to an Ancillary Agreement (but not any Non-Recourse Party of such Person) under and to the extent expressly provided for therein, subject to the limitations set forth herein and therein, (d) the right to bring a Fraud Claim, subject in all respects to the limitations set forth herein (including the terms and conditions of this Article IX, Section 11.9, Section 11.10 and Section 11.15), (e) subject in all respects to the limitations set forth herein (including the terms and conditions of Section 7.7, Section 7.8, Article IX, Section 11.9, Section 11.10 and Section 11.15), Indemnified Taxes, (f) subject in all respects to the limitations set forth herein (including the terms and conditions of Section 5.19, Article IX, Section 11.9, Section 11.10 and Section 11.15), Indian JV Liabilities, (g) subject in all respects to the limitations set forth herein (including the terms and conditions of Section 5.2(f), Article IX, Section 11.9, Section 11.10 and Section 11.15), FCC Indemnified Losses, (h) subject in all respects to the limitations set forth herein (including the terms and conditions of Section 5.21, Article IX, Section 11.9, Section 11.10 and Section 11.15)X. Furthermore, the Buyer Default Liabilities Indemnity, Parties each hereby acknowledge that (i) subject this Agreement embodies the justifiable expectation of sophisticated Parties knowledgeable in business and derived from voluntary, arm’s length negotiations; (ii) all respects Parties to the limitations set forth herein (including the terms this Agreement specifically acknowledge that no Party has any special relationship with another Party that would justify any expectation beyond that of an ordinary buyer and conditions of Section 5.10(b), Section 5.15, Article IX, Section 11.9, Section 11.10 and Section 11.15), the Buyer indemnity obligations set forth an ordinary seller in Section 5.10(b) and Section 5.15, (j) subject in all respects to the limitations set forth herein (including the terms and conditions of Section 5.22, Article IX, Section 11.9, Section 11.10 and Section 11.15), the NC Property Losses an arm’s length transaction; and (kiii) subject in all respects to no fiduciary relationship or duty exists between or among Seller or any of its Affiliates, on the limitations set forth herein (including one hand, and Buyer or any of its Affiliates, on the terms and conditions of other hand. Section 5.23, Article IX, Section 11.9, Section 11.10 and Section 11.15), the Pre-Closing Workers’ Compensation Liabilities.10.6