Common use of Sole Remedies Clause in Contracts

Sole Remedies. The Guaranteed Party acknowledges and agrees that the sole cash asset of Parent is cash in a de minimis amount and that no additional funds are expected to be contributed to Parent unless the Closing occurs. The Guaranteed Party further agrees that it has no right of recovery against the Guarantor, any former, current or future, direct or indirect director, officer, employee, agent or Affiliate of the Guarantor, any former, current or future, direct or indirect holder of any equity interests or securities of the Guarantor (whether such holder is a limited or general partner, member, stockholder or otherwise), any former, current or future assignee of the Guarantor or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate, controlling Person, representative or assignee of any of the foregoing (each such Person, a “Related Person”), through Parent or otherwise, whether by or through attempted piercing of the corporate, limited liability company or limited partnership veil, by or through a claim by or on behalf of Parent against the Guarantor or any Related Person, or otherwise, except for its rights against the Guarantor under this Limited Guarantee; provided, however, that in the event the Guarantor (i) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or a substantial portion of its properties and other assets to any Person such that the sum of the Guarantor’s remaining net assets plus uncalled capital is less than the Maximum Amount, then, and in each such case, the Guaranteed Party may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding (it being understood and agreed that the Guaranteed Party shall not be entitled to specific performance in respect of Parent’s obligations under the Merger Agreement other than the payment obligations under Section 8.3(c) thereof) or by virtue of any statue, regulation or other applicable Law, against such continuing or surviving entity or such Person (in either case, a “Successor Entity”), as the case may be, but only to the extent of the liability of the Guarantor hereunder. Recourse against the Guarantor under this Limited Guarantee shall be the sole and exclusive remedy of the Guaranteed Party and all of its Affiliates against the Guarantor and any Related Person (other than against Parent) in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby. The Guaranteed Party hereby covenants and agrees that it shall not institute, and shall cause its Subsidiaries not to institute, any proceeding or bring any other claim arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby, against the Guarantor or any Related Person (other than against Parent), except for claims of the Guaranteed Party against the Guarantor or a Successor Entity under this Limited Guarantee. Nothing set forth in this Limited Guarantee shall affect any liability of Parent to the Guaranteed Party or shall confer or give to any Person other than the Guaranteed Party any rights or remedies against any Person, including the Guarantor, except as expressly set forth herein. Notwithstanding anything in this Limited Guarantee to the contrary, this Limited Guarantee shall not limit the liability the Guarantor may have to the Guaranteed Party for fraud in the inducement in connection with entering into this Limited Guarantee, the Merger Agreement or the transactions contemplated thereby.

Sole Remedies. The Guaranteed Party acknowledges and agrees that the sole cash asset of Parent is cash in a de minimis amount and that no additional funds are expected with respect to be contributed to Parent unless the Closing occurs. The Guaranteed Party further agrees that its rights hereunder it has and shall have no right of recovery against the Guarantor, Guarantor or any of its Affiliates or any former, current or future, direct or indirect director, officer, employee, agent or Affiliate of any of the Guarantorforegoing, any former, current or future, direct or indirect holder of any equity interests or securities of the Guarantor foregoing (whether such holder is a limited or general partner, member, stockholder stockholder, securityholder or otherwise), any former, current or future assignee of any of the Guarantor foregoing or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, securityholder, Affiliate, controlling Person, representative Person or Representative or assignee of any of the foregoing other than Purchaser or its assignees under the Purchase Agreement (each any such PersonPerson or entity, other than the Guarantor or Purchaser or their assignees under the Purchase Agreement, a “Related Person”), through Parent or otherwise, whether by or through attempted piercing of the corporate, limited liability company or limited partnership veil, by or through a claim by or on behalf of Parent Purchaser against the Guarantor or any Related Person, or otherwise, except for its rights against the Guarantor under this Limited Guarantee; provided, however, that in the event the Guarantor (i) consolidates with or merges with any other Person Guarantee and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or a substantial portion of its properties and other assets to any Person such that the sum of the Guarantor’s remaining net assets plus uncalled capital is less than the Maximum Amount, then, and in each such case, the Guaranteed Party may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding (it being understood and agreed that the Guaranteed Party shall not be entitled to specific performance in respect of Parent’s obligations under the Merger Agreement other than the payment obligations under Section 8.3(c) thereof) or by virtue of any statue, regulation or other applicable Law, against such continuing or surviving entity or such Person (in either case, a “Successor Entity”), as the case may be, but only pursuant to the extent of terms and subject to the liability of the Guarantor hereunderconditions hereof. Recourse against the Guarantor under this Limited Guarantee shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) of the Guaranteed Party and all of its Affiliates against the Guarantor and any Related Person (other than against Parentthe Purchaser) in respect of the Guaranteed Obligations and/or any liabilities breach, loss or obligations damage arising under, or in connection with, the Merger Purchase Agreement or the transactions contemplated therebyContemplated Transactions. The Guaranteed Party hereby covenants and agrees that it shall not institute, and shall cause its Subsidiaries Affiliates not to institute, any proceeding Legal Proceeding or bring any other claim arising under, or in connection with, the Merger Purchase Agreement or the transactions contemplated therebyContemplated Transactions, against the Guarantor or any Related Person (other than against Parentthe Purchaser), except for claims of the Guaranteed Party against the Guarantor or a Successor Entity under this Limited Guarantee. Nothing set forth in this Limited Guarantee shall affect any liability of Parent to the Guaranteed Party or shall confer or give to any Person other than the Guaranteed Party any rights or remedies against any Person, including the Guarantor, except as expressly set forth herein. Notwithstanding anything The Guaranteed Party acknowledges that the Guarantor is agreeing to enter into this Guarantee in reliance on the provisions set forth in this Limited Guarantee to the contrary, Section 3. This Section 3 shall survive termination of this Limited Guarantee shall not limit the liability the Guarantor may have to the Guaranteed Party for fraud in the inducement in connection with entering into this Limited Guarantee, the Merger Agreement or the transactions contemplated thereby.

Sole Remedies. The Guaranteed Party acknowledges and agrees that the sole cash asset of Parent is cash in a de minimis amount and that no additional funds are expected to be contributed to Parent (other than any Expenses Amount (as defined in the Equity Funding Letter)) unless and until the Closing Offer Acceptance Time occurs. The Guaranteed Party further agrees that it has and shall have no right of recovery against any of the GuarantorGuarantors, any former, current or future, direct or indirect director, manager, officer, employee, agent agent, financing source or Affiliate of any of the GuarantorGuarantors, any former, current or future, direct or indirect holder of any equity interests or securities of any of the Guarantor Guarantors (whether such holder is a limited or general partner, manager, member, stockholder stockholder, securityholder or otherwise), any former, current or future assignee of any of the Guarantor or Guarantors, any former, current or future director, officer, employee, agent, financing source, general or limited partner, manager, management company, member, stockholder, securityholder, Affiliate, controlling Person, Person or representative or assignee of any of the foregoing, or any former, current or future heir, executor, administrator, trustee, successor or assign of any of the foregoing other than Parent or Merger Sub, or its successors and assignees (each any such Personperson or entity, other than the undersigned, or Parent, Merger Sub, or their successors and assigns, a “Related Person”), through Parent Parent, Merger Sub or otherwise, whether by or through attempted piercing of the corporate, limited liability company or limited partnership veil, by or through a claim by or on behalf of Parent or Merger Sub against the Guarantor Guarantors or any Related Person, or otherwise, except for its (A) rights and claims against any counterparty to the Confidentiality Agreement (or a joinder thereto), (B) rights and claims against Parent or Merger Sub under the Merger Agreement or (C) rights and claims against the Guarantor Guarantors and their successors and assigns (i) under this Limited Guarantee; providedGuarantee pursuant to the terms hereof and subject to the limitations set forth herein, however(ii) to (x) an injunction or injunctions, specific performance or other equitable relief to prevent breaches of the Equity Funding Letter or to enforce specifically the terms and provisions of the Equity Funding Letter pursuant to, and subject to the limitations of, Section 5 thereof and Section 8.08 of the Merger Agreement, (y) to enforce the Guaranteed Party’s rights to consent to certain matters as expressly provided under the Equity Funding Letter or (z) to enforce the Guarantors’ obligations to fund the Expenses Amount in accordance with the terms and conditions of the Equity Funding Letter (each, a “Permitted Claim”). Except for the Permitted Claims, recourse against the Guarantors under this Limited Guarantee shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) of the Guaranteed Party and its shareholders and all of their respective Affiliates against the Guarantors and any Related Person in respect of any breach, loss or damage arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby. The Guaranteed Party hereby covenants and agrees that neither it nor its shareholders shall institute, and shall cause their respective Affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby, against any of the Guarantors or any Related Person, except for Permitted Claims. Notwithstanding the foregoing, in the event the any Guarantor (i) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or a substantial portion of its properties and other assets to any Person such that the sum of the such Guarantor’s remaining net assets plus its uncalled capital is less than the Maximum AmountGuarantor Amount (less amounts paid under this Limited Guarantee prior to such event), then, and in each such case, the Guaranteed Party may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding (it being understood and agreed that the Guaranteed Party shall not be entitled to specific performance in respect of Parent’s obligations under the Merger Agreement other than the payment obligations under Section 8.3(c) thereof) or by virtue of any statue, regulation or other applicable Law, against such continuing or surviving entity or such Person (in either case, a “Successor Entity”), as the case may be, but only to the extent of the unpaid liability of such Guarantor hereunder up to the amount of the Guaranteed Obligations for which such Guarantor hereunder. Recourse against the Guarantor under is liable, as determined in accordance with this Limited Guarantee shall be the sole and exclusive remedy of the Guaranteed Party and all of its Affiliates against the Guarantor and any Related Person (other than against Parent) in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby. The Guaranteed Party hereby further covenants and agrees that neither it nor its shareholders shall have the right to recover, and shall not recover, and neither it nor its shareholders shall institute, directly or indirectly, and shall cause its Subsidiaries their respective Affiliates not to institute, any proceeding or bring any other claim to recover, more than the Maximum Aggregate Amount in the aggregate from the Guarantors, their permitted assignees and Parent or Merger Sub or the applicable Maximum Guarantor Amount from each Guarantor and its permitted assignees in respect of any liabilities or obligations of the Guarantors, Parent or Merger Sub arising under, under or in connection with, with the Merger Agreement Agreement, this Limited Guarantee or the transactions contemplated hereby or thereby, against the Guarantor or any Related Person (other than against Parent), except for claims of and the Guaranteed Party against the Guarantor shall promptly return all monies paid to it or a Successor Entity under this Limited Guaranteeits Subsidiaries or Affiliates in excess of such liabilities or obligations, in each case other than pursuant to any Permitted Claims. Nothing set forth in this Limited Guarantee shall affect any liability of Parent to the Guaranteed Party or shall confer or give to any Person other than the Guaranteed Party any rights or remedies against any Person, including the Guarantor, except as expressly set forth herein. Notwithstanding anything in The Guaranteed Party acknowledges that each Guarantor is agreeing to enter into this Limited Guarantee to in reliance on the contrary, provisions set forth in this Limited Guarantee Section 3. This Section 3 shall not limit the liability the Guarantor may have to the Guaranteed Party for fraud in the inducement in connection with entering into survive termination of this Limited Guarantee, the Merger Agreement or the transactions contemplated thereby.

Sole Remedies. The Guaranteed Party acknowledges and agrees that that, other than the sole cash asset of Parent is cash in a de minimis amount and that no additional funds are expected to be contributed to Parent unless the Closing occurs. The Guaranteed Party further agrees that Permitted Claims, it has and shall have no right of recovery arising out of, relating to or in connection with the transactions contemplated by the Merger Agreement, the Company Disclosure Schedule, the Equity Commitment Letter, the Voting Agreement or the Confidentiality Agreement or arising out of the Merger Agreement, the Company Disclosure Schedule, the Equity Commitment Letter, the Voting Agreement or the Confidentiality Agreement, against the Guarantor, any former, current or future, direct or indirect director, manager, officer, employee, agent agent, financing source or Affiliate of the Guarantor, any former, current or future, direct or indirect holder of any equity interests or securities of the Guarantor (whether such holder is a limited or general partner, manager, member, stockholder stockholder, securityholder or otherwise), any former, current or future assignee of the Guarantor or Guarantor, any former, current or future director, officer, employee, agent, financing source, general or limited partner, manager, management company, member, stockholder, securityholder, Affiliate, controlling Person, Person or representative or assignee of any of the foregoing foregoing, or any former, current or future heir, executor, administrator, trustee, successor or assign of any of the foregoing, other than Parent, Merger Sub or their successors and assignees under the Merger Agreement (each any such Personperson or entity, other than the Guarantor, Parent, Merger Sub or their successors and assignees under the Equity Commitment Letter, this Limited Guaranty or the Merger Agreement, a “Related Person”), through Parent Parent, Merger Sub or otherwise, . The Guaranteed Party acknowledges and agrees that the limitation set forth in the preceding sentence applies without regard to whether any claim is asserted by or through attempted piercing of attempting to xxxxxx the corporate, limited liability company or limited partnership veil, by or through a claim by or on behalf of Parent or Merger Sub against the Guarantor or any Related PersonPerson of the Guarantor, or otherwise. The foregoing limitation shall not apply, except however, to: (a) rights and Claims against any party to the Confidentiality Agreement (and any joinder thereto) or the Voting Agreement pursuant to the terms thereof and subject to the limitations set forth therein; (b) rights and Claims against Parent or Merger Sub under the Merger Agreement pursuant to the terms thereof and subject to the limitations set forth therein; (c) rights and Claims against the Guarantor and its successors and permitted assigns (i) under this Limited Guaranty pursuant to the terms and subject to the limitations of this Limited Guaranty, (ii) to (A) an injunction or injunctions, specific performance or other equitable remedies to prevent breaches of the Equity Commitment Letter or to enforce specifically the terms and provisions of the Equity Commitment Letter pursuant to the terms thereof and subject to the limitations set forth therein, and to Section 8.02 (Effect of Termination; Termination Fees), Section 9.10 (Specific Enforcement) and Section 9.15 (No Recourse Against Nonparty Affiliates) of the Merger Agreement and/or (B) to enforce the Guaranteed Party’s rights to consent to certain matters as expressly provided under the Equity Commitment Letter pursuant to the terms thereof and subject to the limitations set forth therein (each of clauses (a) through (c), a “Permitted Claim”). Except for its rights the Permitted Claims, recourse against the Guarantor under this Limited Guarantee; providedGuaranty shall be the sole and exclusive remedy (whether at law, howeverin equity, in contract, in tort or otherwise) of the Guaranteed Party and its shareholders and all of their respective Affiliates against the Guarantor and any Related Person of the Guarantor in respect of any breach, loss or damage arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby. The Guaranteed Party covenants and agrees that it shall not institute, and shall cause its controlled Affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the event Merger Agreement or the transactions contemplated thereby, or the ownership of Company Common Stock by the Guarantor or any of its Related Persons, against the Guarantor or any Related Person of the Guarantor, except for any Permitted Claims. Notwithstanding the foregoing, if the Guarantor (ix) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (iiy) transfers or conveys all or a substantial portion of its properties and other assets to any Person such that the sum of the Guarantor’s remaining net assets assets, plus uncalled capital available funds is less than the Maximum Amount, then, and in each such case, the Guaranteed Party may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding (it being understood and agreed that the Guaranteed Party shall not be entitled to specific performance in respect of Parent’s obligations under the Merger Agreement other than the payment obligations under Section 8.3(c) thereof) or by virtue of any statue, regulation or other applicable Law, against such continuing or surviving entity or such Person (in either case, a “Successor Entity”)Person, as the case may be, but only to the extent of the unpaid liability of the Guarantor hereunderhereunder up to the Maximum Amount. Recourse against the Guarantor under this Limited Guarantee shall be the sole and exclusive remedy Other than in respect of Permitted Claims, the Guaranteed Party and all of its Affiliates against the Guarantor and any Related Person (other than against Parent) in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby. The Guaranteed Party hereby further covenants and agrees that that: (I) neither it nor its shareholders shall have the right to recover, and shall not recover, and it shall not institute, directly or indirectly, and shall cause its Subsidiaries controlled Affiliates not to institute, any proceeding or bring any other claim to recover more than the Maximum Amount in the aggregate from the Guarantor, its permitted assignees and Parent or Merger Sub in respect of any liabilities or obligations of the Guarantor, Parent or Merger Sub arising under, under or in connection with, with the Merger Agreement Agreement, this Limited Guaranty or the transactions contemplated hereby or thereby, against the Guarantor or any Related Person ; and (other than against Parent), except for claims of II) the Guaranteed Party against the Guarantor shall promptly return all monies paid to it or a Successor Entity under this Limited Guaranteeits Subsidiaries by or on behalf of Guarantor, Parent or Merger Sub in excess of such liabilities or obligations. Nothing set forth in this Limited Guarantee shall affect any liability of Parent to the Guaranteed Party or Guaranty shall confer or give to any Person other than the Guaranteed Party any rights or remedies against any Person, including the Guarantor, except as expressly set forth herein. Notwithstanding anything in this Limited Guarantee Guaranty. The Guaranteed Party acknowledges that the Guarantor is agreeing to the contrary, enter into this Limited Guarantee Guaranty in reliance on the provisions set forth in this Section 3. This Section 3 shall not limit survive termination of this Limited Guaranty. No failure on the liability part of the Guarantor may have Guaranteed Party to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof; nor shall any single or partial exercise by any Guaranteed Party of any right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power hereunder. Each and every right, remedy and power hereby granted to the Guaranteed Party for fraud shall be cumulative and not exclusive of any other right, remedy or power. The Guaranteed Party shall not have any obligation to proceed at any time or in any manner against, or exhaust any or all of the inducement in connection with entering into this Limited GuaranteeGuaranteed Party’s rights against, Parent, Merger Sub or any other Person prior to proceeding against the Merger Agreement or the transactions contemplated therebyGuarantor hereunder.

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

Sole Remedies. The Guaranteed Party acknowledges and agrees that the sole cash asset of Parent is cash in a de minimis amount and that no additional funds are expected to be contributed to Parent unless and until the Closing occursOffer Acceptance Time. The Guaranteed Party further agrees that it has and shall have no right of recovery against any of the GuarantorGuarantors, any former, current or future, direct or indirect director, manager, officer, employee, agent agent, financing source or Affiliate of any of the GuarantorGuarantors, any former, current or future, direct or indirect holder of any equity interests or securities of any of the Guarantor Guarantors (whether such holder is a limited or general partner, manager, member, stockholder stockholder, securityholder or otherwise), any former, current or future assignee of any of the Guarantor or Guarantors, any former, current or future director, officer, employee, agent, financing source, general or limited partner, manager, management company, member, stockholder, securityholder, Affiliate, controlling Person, Person or representative or assignee of any of the foregoing, or any former, current or future heir, executor, administrator, trustee, successor or assign of any of the foregoing other than Parent, Purchaser or their successors and assignees under the Merger Agreement (each any such Personperson or entity, other than the undersigned, or Parent, Purchaser or their successors and assignees under the Merger Agreement, a “Related Person”), through Parent Parent, Purchaser or otherwise, . The Guaranteed Party acknowledges and agrees that the limitation set forth in the preceding sentence applies without regard to whether any claim is asserted by or through attempted piercing of attempting to xxxxxx the corporate, limited liability company or limited partnership veil, by or through a claim by or on behalf of Parent or Purchaser against any of the Guarantor Guarantors or any Related PersonPerson of any Guarantor, or otherwise. The foregoing limitation shall not apply, except for its however, to: (a) rights and claims against any counterparty to the Confidentiality Agreement (or a joinder thereto); (b) rights and claims against Parent or Purchaser under or relating to the Merger Agreement (including in respect of Fraud); or (c) rights and claims against the Guarantor Guarantors and their successors and assigns (i) under this Limited Guarantee and pursuant to the terms and subject to the conditions of this Limited Guarantee; provided, however, that in the event the Guarantor (i) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers to (A) an injunction or conveys all injunctions, specific performance or a substantial portion of its properties and other assets equitable remedies to any Person such that the sum prevent breaches of the Guarantor’s remaining net assets plus uncalled capital is less than Equity Financing Commitment or to enforce specifically the Maximum Amount, thenterms and provisions of the Equity Financing Commitment pursuant to, and in each such casesubject to the limitations, the Guaranteed Party may seek recourse, whether by the enforcement thereof and Section 9.5(c) of any judgment or assessment or by any legal or equitable proceeding (it being understood and agreed that the Guaranteed Party shall not be entitled to specific performance in respect of Parent’s obligations under the Merger Agreement other than and or (B) to enforce the payment obligations Guaranteed Party’s rights to consent to certain matters as expressly provided under Section 8.3(c) thereof) or by virtue of any statue, regulation or other applicable Law, against such continuing or surviving entity or such Person the Equity Financing Commitment (in either caseeach, a “Successor EntityPermitted Claim”). Except for the Permitted Claims, as the case may be, but only to the extent of the liability of the Guarantor hereunder. Recourse recourse against the Guarantor Guarantors under this Limited Guarantee shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) of the Guaranteed Party and its shareholders and all of its their respective Affiliates against the Guarantor Guarantors and any Related Person (other than against Parent) of any Guarantor in respect of any liabilities breach, loss or obligations damage arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby. The Guaranteed Party hereby covenants and agrees that neither it nor its shareholders shall not institute, and shall cause its Subsidiaries their respective Affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby, against the Guarantor Guarantors or any Related Person (other than against Parent)of any Guarantor, except for claims any Permitted Claims. Notwithstanding the foregoing, if any Guarantor (x) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (y) transfers or conveys all or a substantial portion of its properties and other assets to any person such that the sum of such Guarantor’s remaining net assets plus its uncalled capital, plus available funds is less than the Maximum Guarantor Amount, then, and in each such case, the Guaranteed Party may seek recourse against such continuing or surviving entity or such Person, as the case may be, but only to the extent of the unpaid liability of such Guarantor hereunder up to the amount of the Guaranteed Party against the Obligations for which such Guarantor or a Successor Entity under is liable, as determined in accordance with this Limited Guarantee. Without limitation, such recourse may be by: (1) the enforcement of any judgment or assessment; (2) any legal or equitable proceeding; or (3) virtue of any applicable law. Other than in respect of Permitted Claims, the Guaranteed Party further covenants and agrees that: (I) neither it nor its shareholders shall have the right to recover, and shall not recover, and neither it nor its shareholders shall institute, directly or indirectly, and shall cause their respective Affiliates not to institute, any proceeding or bring any other claim to recover, more than the Maximum Amount in the aggregate from the Guarantors or the Maximum Guarantor Amount from any Guarantor, their permitted assignees and Parent or Purchaser in respect of any liabilities or obligations of the Guarantors, Parent or Purchaser arising under or in connection with the Merger Agreement, this Limited Guarantee or the transactions contemplated hereby or thereby; and (II) the Guaranteed Party shall promptly return all monies paid to it or its Subsidiaries or Affiliates in excess of such liabilities or obligations. Nothing set forth in this Limited Guarantee shall affect any liability of Parent to the Guaranteed Party or shall confer or give to any Person other than the Guaranteed Party any rights or remedies against any Person, including the GuarantorGuarantors, except as expressly set forth herein. Notwithstanding anything in this Limited Guarantee Guarantee. The Guaranteed Party acknowledges that the Guarantors are agreeing to the contrary, enter into this Limited Guarantee in reliance on the provisions set forth in this Section 3. This Section 3 shall not limit the liability the Guarantor may have to the Guaranteed Party for fraud in the inducement in connection with entering into survive termination of this Limited Guarantee, the Merger Agreement or the transactions contemplated thereby.

Sole Remedies. The Guaranteed Party acknowledges and agrees that the sole cash asset of Parent is cash in a de minimis amount and that except as provided in this Limited Guarantee no additional funds are expected to be contributed contributed, directly or indirectly, to Parent unless and until the Offer Closing and/or Merger Closing occurs. The Guaranteed Party further agrees that with respect to its rights hereunder it has and shall have no right of recovery against the Guarantor, Guarantor or any of its Affiliates or any former, current or future, direct or indirect director, officer, employee, agent or Affiliate of any of the Guarantorforegoing, any former, current or future, direct or indirect holder of any equity interests or securities of the Guarantor foregoing (whether such holder is a limited or general partner, member, stockholder stockholder, securityholder or otherwise), any former, current or future assignee of any of the Guarantor foregoing or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, securityholder, Affiliate, controlling Person, representative Person or Representative or assignee of any of the foregoing other than Parent, Purchaser or their assignees under the Merger Agreement (each any such PersonPerson or entity, other than the Guarantor, Parent or Purchaser or their assignees under the Merger Agreement, a “Related Person”), through Parent or otherwise, whether by or through attempted piercing of the corporate, limited liability company or limited partnership veil, by or through a claim by or on behalf of Parent against the Guarantor or any Related Person, or otherwise, except for its rights against the Guarantor under this Limited Guarantee; provided, however, that in the event the Guarantor (i) consolidates with or merges with any other Person Guarantee and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or a substantial portion of its properties and other assets to any Person such that the sum of the Guarantor’s remaining net assets plus uncalled capital is less than the Maximum Amount, then, and in each such case, the Guaranteed Party may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding (it being understood and agreed that the Guaranteed Party shall not be entitled to specific performance in respect of Parent’s obligations under the Merger Agreement other than the payment obligations under Section 8.3(c) thereof) or by virtue of any statue, regulation or other applicable Law, against such continuing or surviving entity or such Person (in either case, a “Successor Entity”), as the case may be, but only pursuant to the extent of terms and subject to the liability conditions hereof and its specific rights to enforce the Equity Commitment Letter of the Guarantor hereunderdated as of the date hereof (the “Equity Commitment Letter”). Recourse against the Guarantor under this Limited Guarantee and, if the Company is entitled to specific performance pursuant to Section 8.7(b) of the Merger Agreement, the Equity Commitment Letter shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) of the Guaranteed Party and all of its Affiliates against the Guarantor and any Related Person (other than against Parent) in respect of any liabilities breach, loss or obligations damage arising under, or in connection with, the Merger Agreement or the transactions contemplated therebythereby (other than any remedies available pursuant to the terms of the Equity Commitment Letter), including if Parent and Purchaser fail to effect the Offer Closing or Merger Closing for any reason or no reason or they otherwise breach the Merger Agreement (except for claims based on Fraud). The Guaranteed Party hereby covenants and agrees that it shall not institute, and shall cause its Subsidiaries Affiliates not to institute, any proceeding Legal Proceeding or bring any other claim arising under, or in connection with, the Offer, the Merger, the Merger Agreement or the transactions contemplated thereby, against the Guarantor or any Related Person (other than against Parent)Person, except for claims of the Guaranteed Party against the Guarantor or a Successor Entity under this Limited GuaranteeGuarantee and claims pursuant to the terms of the Equity Commitment Letter subject to the limitations contained therein and in the Merger Agreement. Without prejudice to any right to specific performance that the Guaranteed Party may have under the Equity Commitment Letter or Section 8.7 of the Merger Agreement and, except as contemplated in Section 1 hereof, the Guaranteed Party further covenants and agrees that it shall not have the right to recover, and shall not recover, and it shall not institute, directly or indirectly, and shall cause its Affiliates not to institute, any Legal Proceeding or bring any other claim to recover, more than the Maximum Amount from the Guarantor and its permitted assignees in respect of any liabilities or obligations of the Guarantor, Parent or Purchaser arising under or in connection with the Offer, the Merger, the Merger Agreement, this Limited Guarantee or the transactions contemplated hereby or thereby, and the Guaranteed Party shall promptly return all monies paid to it or its Subsidiaries or Affiliates pursuant this Limited Guarantee which are in excess of Maximum Amount. Nothing set forth in this Limited Guarantee shall affect any liability of Parent to the Guaranteed Party or shall confer or give to any Person other than the Guaranteed Party any rights or remedies against any Person, including the Guarantor, except as expressly set forth herein. Notwithstanding anything in The Guaranteed Party acknowledges that the Guarantor is agreeing to enter into this Limited Guarantee to in reliance on the contrary, provisions set forth in this Limited Guarantee Section 3. This Section 3 shall not limit the liability the Guarantor may have to the Guaranteed Party for fraud in the inducement in connection with entering into survive termination of this Limited Guarantee, the Merger Agreement or the transactions contemplated thereby.

Sole Remedies. The Guaranteed Party acknowledges and agrees that the sole cash asset of Parent is cash in a de minimis amount and that no additional funds are expected to be contributed to Parent unless and until the Closing occurs. No Guarantor shall have any obligation or liability to any Person relating to, arising out of or in connection with the Merger Agreement, this Limited Guarantee, the Equity Commitment Letter or the transactions contemplated thereby other than as expressly set forth herein and therein. The Guaranteed Party further agrees that it has and shall have no right of recovery against any of the GuarantorGuarantors, any former, current or future assignee of any of the Guarantors or any current or future, direct or indirect director, partner, principal, officer, employee, agent agent, or other financing source, Representative or Affiliate of any of the GuarantorGuarantors, any former, current or future, direct or indirect holder of any equity interests or securities of any of the Guarantor Guarantors (whether such holder is a limited or general partner, member, stockholder stockholder, securityholder or otherwise), any former, current or future assignee of the Guarantor or any formerdirector, current or future directorpartner, principal, officer, employee, agent, general or limited partner, manager, member, stockholder, securityholder, Affiliate, controlling PersonPerson or other financing source, representative or assignee Representative of any of the foregoing other than permitted assignees of the Guarantors, and Parent, Merger Subsidiary or their permitted assignees under the Merger Agreement (each any such Personperson or entity, other than (x) the undersigned and their permitted assignees hereunder or (y) Parent, Merger Subsidiary or their permitted assignees under the Merger Agreement, a “Guarantor Related Person”), through Parent or otherwise, whether by or through attempted piercing of the corporate, limited liability company or limited partnership veil, by or through a claim by or on behalf of Parent against the Guarantor Guarantors or any Guarantor Related Person, or otherwise, except for its rights against the Guarantor entities that are expressly identified as parties hereto under this Limited Guarantee; provided, however, that Guarantee and pursuant to the terms and subject to the conditions hereof and its rights in the event the Guarantor (i) consolidates connection with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or a substantial portion of its properties and other assets to any Person such that the sum of the Guarantor’s remaining net assets plus uncalled capital is less than the Maximum Amount, then, and in each such case, the Guaranteed Party may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding the Equity Commitment Letter (it being understood pursuant to and agreed that subject to Section 5 thereof) and the Guaranteed Party shall not be entitled to specific performance enforcement of its rights set forth in respect Sections 8.3(f)(i) and 9.11(e) of Parent’s obligations under the Merger Agreement other than the payment obligations under Section 8.3(c) thereof) or by virtue of any statue, regulation or other applicable Law, against such continuing or surviving entity or such Person (in either case, a “Successor Entity”), as the case may be, but only to the extent of the liability of the Guarantor hereunderAgreement. Recourse against the Guarantor entities that are expressly identified as parties hereto under this Limited Guarantee shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) of the Guaranteed Party and all of its Affiliates against the Guarantor Guarantors and any Guarantor Related Person (other than against Parent) in respect of any liabilities breach, loss or obligations damage arising under, or in connection with, the Merger Agreement or the transactions contemplated therebythereby (including in respect of any oral representations made or alleged to be made in connection therewith), other than any remedies available to the Guaranteed Party pursuant to the terms of the Equity Commitment Letter (pursuant to and subject to Section 5 thereof) and under the terms set forth in the Merger Agreement. The Guaranteed Party hereby covenants and agrees that it shall not institute, and shall cause its Subsidiaries controlled Affiliates not to institute, any proceeding or bring any other claim (whether at law, in equity, in contract, in tort or otherwise) arising under, or in connection with, the Merger Agreement Agreement, the Equity Commitment Letter or the transactions contemplated thereby, or in respect of any oral representations made or alleged to be made in connection herewith, against any of the Guarantor Guarantors or any Guarantor Related Person (other than against Parent)Person, except for claims of the Guaranteed Party against the Guarantor or a Successor Entity entities that are expressly identified as parties hereto (and their permitted assignees) under this Limited GuaranteeGuarantee and claims permitted pursuant to the terms of the Equity Commitment Letter (subject to Section 5 thereof) and the terms set forth in Sections 8.3(f)(i) and 9.11(e) of the Merger Agreement. Without prejudice to any right to specific performance that the Guaranteed Party may have under the Merger Agreement or the Equity Commitment Letter (including the right to cause the Guarantors to fund the Equity Financing, as permitted under Section 9.11 of the Merger Agreement, or rights set forth in Section 8.3(f)(i) of the Merger Agreement), the Guaranteed Party further covenants and agrees that it shall not have the right to recover, and shall not recover, and it shall not institute, directly or indirectly, and shall cause its controlled Affiliates not to institute, any proceeding or bring any other claim to recover, more than the Maximum Aggregate Amount in aggregate from the Guarantor entities that are expressly identified as parties hereto, their permitted assignees and Parent or the applicable Maximum Guarantor Amount from each Guarantor entity that is expressly identified as a party hereto and its permitted assignees in respect of any liabilities or obligations of the Guarantors, Parent or Merger Subsidiary arising under or in connection with the Merger Agreement, this Limited Guarantee or the transactions contemplated hereby or thereby, and the Guaranteed Party shall promptly return all monies paid to it or its controlled Affiliates in excess of such liabilities or obligations. Nothing set forth in this Limited Guarantee shall affect any liability of Parent to the Guaranteed Party or shall confer or give to any Person other than the Guaranteed Party any rights or remedies against any Person, including the GuarantorGuarantors, except as expressly set forth herein. Notwithstanding anything in The Guaranteed Party acknowledges that each Guarantor is agreeing to enter into this Limited Guarantee to in reliance on the contrary, provisions set forth in this Limited Guarantee Section 3. This Section 3 shall not limit the liability the Guarantor may have to the Guaranteed Party for fraud in the inducement in connection with entering into survive termination of this Limited Guarantee, the Merger Agreement or the transactions contemplated thereby.

Sole Remedies. The Guaranteed Party acknowledges and agrees that the sole cash asset of Parent is cash in a de minimis amount and that no additional funds are expected to be contributed to Parent unless and until the Closing occurs. No Guarantor shall have any obligation or liability to any Person relating to, arising out of or in connection with the Merger Agreement, this Limited Guarantee, the Equity Commitment Letter or the transactions contemplated thereby other than as expressly set forth herein. The Guaranteed Party further agrees that it has and shall have no right of recovery against any of the GuarantorGuarantors, any former, current or future assignee of any of the Guarantors or any current or future, direct or indirect director, officer, employee, agent agent, Lender or other financing source, Representative or Affiliate of any of the GuarantorGuarantors, any former, current or future, direct or indirect holder of any equity interests or securities of any of the Guarantor Guarantors (whether such holder is a limited or general partner, member, stockholder stockholder, securityholder or otherwise), any former, current or future assignee of the Guarantor or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, securityholder, Affiliate, controlling Person, representative Lender or other financing source, Representative or assignee of any of the foregoing other than Parent or its assignees under the Merger Agreement (each any such Personperson or entity, other than the undersigned, or Parent, or its assignees under the Merger Agreement, a “Related Person”), through Parent or otherwise, whether by or through attempted piercing of the corporate, limited liability company or limited partnership veil, by or through a claim by or on behalf of Parent against the Guarantor Guarantors or any Related Person, or otherwise, except for its rights against the Guarantor Guarantors under this Limited Guarantee; provided, however, that Guarantee and pursuant to the terms and subject to the conditions hereof and its limited rights in the event the Guarantor (i) consolidates connection with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or a substantial portion of its properties and other assets to any Person such that the sum of the Guarantor’s remaining net assets plus uncalled capital is less than the Maximum Amount, then, and in each such case, the Guaranteed Party may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding the Equity Commitment Letter (it being understood pursuant to and agreed that subject to Section 5 thereof and the Guaranteed Party shall not be entitled to specific performance conditions set forth in respect Sections 8.3(f) and 9.10(b) of Parent’s obligations under the Merger Agreement other than the payment obligations under Section 8.3(c) thereof) or by virtue of any statue, regulation or other applicable Law, against such continuing or surviving entity or such Person (in either case, a “Successor Entity”Agreement), as the case may be, but only to the extent of the liability of the Guarantor hereunder. Recourse against the Guarantor Guarantors under this Limited Guarantee shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) of the Guaranteed Party and all of its Affiliates against the Guarantor Guarantors and any Related Person (other than against Parent) in respect of any liabilities breach, loss or obligations damage arising under, or in connection with, the Merger Agreement or the transactions contemplated therebythereby (including in respect of any oral representations made or alleged to be made in connection therewith), other than any remedies available pursuant to the terms of the Equity Commitment Letter (pursuant to and subject to Section 5 thereof and the conditions set forth in the Merger Agreement). The Guaranteed Party hereby covenants and agrees that it shall not institute, and shall cause its Subsidiaries Related Persons and stockholders not to institute, any proceeding or bring any other claim (whether at law, in equity, in contract, in tort or otherwise) arising under, or in connection with, the Merger Agreement Agreement, the Equity Commitment Letter or the transactions contemplated thereby, or in respect of any oral representations made or alleged to be made in connection herewith, against any of the Guarantor Guarantors or any Related Person (other than against Parent)Person, except for claims of the Guaranteed Party against the Guarantor or a Successor Entity Guarantors under this Limited GuaranteeGuarantee and claims permitted pursuant to the terms of the Equity Commitment Letter (subject to Section 5 thereof and the conditions set forth in Sections 8.3(f) and 9.10(b) of the Merger Agreement). Without prejudice to any right to specific performance that the Guaranteed Party may have under the Merger Agreement, the Guaranteed Party further covenants and agrees that it shall not have the right to recover, and shall not recover, and it shall not institute, directly or indirectly, and shall cause its Related Persons not to institute, any proceeding or bring any other claim to recover, more than the Maximum Aggregate Amount in aggregate from the Guarantors, their permitted assignees and Parent or the applicable Maximum Guarantor Amount from each Guarantor and its permitted assignees in respect of any liabilities or obligations of the Guarantors, Parent or Merger Sub arising under or in connection with the Merger Agreement, this Limited Guarantee or the transactions contemplated hereby or thereby, and the Guaranteed Party shall promptly return all monies paid to it or its Related Persons in excess of such liabilities or obligations. Nothing set forth in this Limited Guarantee shall affect any liability of Parent to the Guaranteed Party or shall confer or give to any Person other than the Guaranteed Party any rights or remedies against any Person, including the GuarantorGuarantors, except as expressly set forth herein. Notwithstanding anything in The Guaranteed Party acknowledges that each Guarantor is agreeing to enter into this Limited Guarantee to in reliance on the contrary, provisions set forth in this Limited Guarantee Section 3. This Section 3 shall not limit the liability the Guarantor may have to the Guaranteed Party for fraud in the inducement in connection with entering into survive termination of this Limited Guarantee, the Merger Agreement or the transactions contemplated thereby.