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 and until the Acceptance Time. No Guarantor shall have any obligation or liability to any Person relating to, arising out of or in connection with the Merger Agreement, this Amended and Restated Limited Guarantee, the Amended and Restated Equity Commitment Letter or the transactions contemplated thereby other than as expressly set forth herein or in the Amended and Restated Equity Commitment Letter and subject to the limitations set forth herein and therein. The Guaranteed Party further agrees that, notwithstanding anything to the contrary in this Amended and Restated Limited Guarantee, the Amended and Restated Equity Commitment Letter or the Merger Agreement, it has and shall have no right of recovery against the Guarantors, the Forward Purchasers and any of their respective former, current and future direct or indirect equity holders, controlling persons, stockholders, directors, officers, employees, agents, Affiliates, members, financing sources (including the Forward Purchasers), managers, general or limited partners or successors or assignees of the foregoing (each a “Parent Related Party” and collectively, the “Parent Related Parties”) or any Parent Related Party of any Parent Related Party, in each case other than Parent, Merger Sub or any of their respective assignees under the Merger Agreement, through Parent or otherwise, whether by or through attempted piercing of the corporate, limited liability company or limited partnership veil, and no such parties shall have any liability, personal or otherwise, or obligation relating to or arising out of the Merger Agreement or the transactions contemplated by the Merger Agreement for any breach, loss or damage for (i) any Damages suffered as a result of the failure of the Merger to be consummated and (ii) any other Damages suffered as a result of or under the Merger Agreement and the transactions contemplated by the Merger Agreement (or in respect of any oral representations made or alleged to be made in connection herewith or therewith), except the Guaranteed Party’s rights against (x) the Guarantors under this Amended and Restated Limited Guarantee and pursuant to the terms and subject to the conditions hereof and its limited rights in connection with the enforcement of the Amended and Restated Equity Commitment Letter (pursuant to and subject to Section 5 thereof and the conditions set forth in Sections 9.13 and 9.17 of the Merger Agreement) (y) Apollo Management VII, L.P. (“Fund VII”) under the Confidentiality Agreement pursuant to the terms and subject to the conditions thereof and (z) Parent, Merger Sub and any of their respective assignees under the Merger Agreement, pursuant to the terms and subject to the conditions thereof. Recourse against the Guarantors under this Amended and Restated 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 Guarantors and any Parent Related Party or any Parent Related Party of any Parent Related Party (other than Parent, Merger Sub and their respective assignees under the Merger Agreement) in respect of any breach, loss or damage arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby (including, without limitation, 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 Amended and Restated Equity Commitment Letter (pursuant to and subject to Section 5 thereof and the conditions set forth in Sections 9.13 and 9.17 of the Merger Agreement) and the Confidentiality Agreement. The Guaranteed Party hereby covenants and agrees that it shall not institute, and shall cause its Related Parties 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, the Amended and Restated Equity Commitment Letter or the transactions contemplated thereby, or in respect of any oral representations made or alleged to be made in connection therewith, against any of the Guarantors or any Parent Related Party or any Parent Related Party of any Parent Related Party (other than Parent, Merger Sub and their respective assignees under the Merger Agreement), except for claims of the Guaranteed Party (i) against the Guarantors under this Amended and Restated Limited Guarantee (ii) against any Guarantor to enforce the terms of the Amended and Restated Equity Commitment Letter (pursuant to and subject to Section 5 thereof and the conditions set forth in Sections 9.13 and 9.17 of the Merger Agreement) and (iii) against Fund VII under the Confidentiality 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 Parties 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 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 Amended and Restated 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 Amended and Restated Limited Guarantee shall confer or give to any Person other than the Guaranteed Party any rights or remedies against any Person, including, without limitation, the Guarantors, except as expressly set forth herein. The Guaranteed Party acknowledges that each Guarantor is agreeing to enter into this Amended and Restated Limited Guarantee in reliance on the provisions set forth in this Section 3. This Section 3 shall survive termination of this Amended and Restated Limited Guarantee.

Sole Remedies. The Guaranteed Party acknowledges and agrees that the sole cash asset of Parent is cash in a de minimis amount and that no additional funds are expected to be contributed to Parent unless and until the Acceptance Time. No Guarantor shall have any obligation or liability to any Person relating to, arising out of or in connection with the Merger Agreement, this Amended and Restated Limited Guarantee, the Amended and Restated Equity Commitment Letter or the transactions contemplated thereby other than as expressly set forth herein or in the Amended and Restated Equity Commitment Letter and subject to the limitations set forth herein and therein. The Guaranteed Party further agrees that, notwithstanding anything to the contrary in this Amended and Restated Limited Guarantee, the Amended and Restated Equity Commitment Letter or the Merger Agreement, it has and shall have no right of recovery against the Guarantors, the Forward Purchasers and any of their respective former, current and future direct or indirect equity holders, controlling persons, stockholders, directors, officers, employees, agents, Affiliates, members, financing sources (including the Forward Purchasers), managers, general or limited partners or successors or assignees of the foregoing (each a “Parent Related Party” and collectively, the “Parent Related Parties”) or any Parent Related Party of any Parent Related Party, in each case other than Parent, Merger Sub or any of their respective assignees under the Merger Agreement, through Parent or otherwise, whether by or through attempted piercing of the corporate, limited liability company or limited partnership veil, and no such parties shall have any liability, personal or otherwise, or obligation relating to or arising out of the Merger Agreement or the transactions contemplated by the Merger Agreement for any breach, loss or damage for (i) any Damages suffered as a result of the failure of the Merger to be consummated and (ii) any other Damages suffered as a result of or under the Merger Agreement and the transactions contemplated by the Merger Agreement (or in respect of any oral representations made liabilities or alleged to be made in connection herewith or therewith), except the Guaranteed Party’s rights against (x) the Guarantors under this Amended and Restated Limited Guarantee and pursuant to the terms and subject to the conditions hereof and its limited rights in connection with the enforcement of the Amended and Restated Equity Commitment Letter (pursuant to and subject to Section 5 thereof and the conditions set forth in Sections 9.13 and 9.17 of the Merger Agreement) (y) Apollo Management VII, L.P. (“Fund VII”) under the Confidentiality Agreement pursuant to the terms and subject to the conditions thereof and (z) Parent, Merger Sub and any of their respective assignees under the Merger Agreement, pursuant to the terms and subject to the conditions thereof. Recourse against the Guarantors under this Amended and Restated 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 Guarantors and any Parent Related Party or any Parent Related Party of any Parent Related Party (other than Parent, Merger Sub and their respective assignees under the Merger Agreement) in respect of any breach, loss or damage obligations arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby against the Guarantor, any former, current or future, direct or indirect, representative of the Guarantor, any former, current or future, direct or indirect, holder of any equity interests or securities of the Guarantor (includingwhether such holder is a limited or general partner, without limitationmember, stockholder or otherwise), any former, current or future assignee of the Guarantor or any former, current or future Representative or assignee of any of the foregoing (each such person, a “Related Person”), through Parent, Acquisition Sub or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Parent or Acquisition Sub against the Guarantor or any Related Person, or otherwise, except for its rights against the Guarantor under this Guaranty. Recourse against the Guarantor under this Guaranty shall be the sole and exclusive remedy of the Guaranteed Party and all of its affiliates against the Guarantor or any Related Person in respect of any oral representations made liabilities or alleged to be made obligations arising under, or in connection therewith)with, other than any remedies available pursuant to the terms of the Amended and Restated Equity Commitment Letter (pursuant to and subject to Section 5 thereof and the conditions set forth in Sections 9.13 and 9.17 of the Merger Agreement) and Agreement or the Confidentiality Agreementtransactions contemplated thereby. The Guaranteed Party hereby covenants and agrees that it shall not institute, and shall cause its Related Parties affiliates 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, the Amended and Restated Equity Commitment Letter Agreement or the transactions contemplated thereby, or in respect of any oral representations made or alleged to be made in connection therewith, against any of the Guarantors Guarantor or any Parent Related Party or any Parent Related Party of any Parent Related Party (other than Parent, Merger Sub and their respective assignees under the Merger Agreement)Person, except for claims of the Guaranteed Party (i) against the Guarantors Guarantor under this Amended and Restated Limited Guarantee (ii) against any Guarantor to enforce the terms of the Amended and Restated Equity Commitment Letter (pursuant to and subject to Section 5 thereof and the conditions set forth in Sections 9.13 and 9.17 of the Merger Agreement) and (iii) against Fund VII under the Confidentiality 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 Parties 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 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 Amended and Restated 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 obligationsGuaranty. Nothing set forth in this Amended Guaranty shall affect any liability of Parent or Acquisition Sub. Except as provided in Section 5.7 of the Merger Agreement, this Guaranty is not intended to and Restated Limited Guarantee shall not confer or give to any Person other than the Guaranteed Party any rights or remedies against upon any Personperson other than the parties hereto and their respective successors and permitted assigns, including, without limitationexcept for in the event the Effective Time shall have occurred, the Guarantorsrights of the Company’s stockholders and holders of Company Options, except as expressly set forth herein. The Guaranteed Party acknowledges that each Guarantor is agreeing Restricted Stock, Company Performance Share and Company Phantom Shares to enter into this Amended receive the Merger Consideration and Restated Limited Guarantee in reliance on the provisions set forth in this other payments contemplated by Section 3. This Section 3 shall survive termination 2.3 of this Amended and Restated Limited Guaranteethe Merger Agreement.

Sole Remedies. The Guaranteed Party acknowledges and agrees that the sole cash asset of Parent and Merger Sub is cash in a de minimis amount and that no additional funds are expected to be contributed to Parent or Merger Sub unless and until the Acceptance Time. No Guarantor shall have any obligation or liability to any Person relating to, arising out of or in connection with the Merger Agreement, this Amended and Restated Limited Guarantee, the Amended and Restated Equity Commitment Letter or the transactions contemplated thereby other than as expressly set forth herein or in the Amended and Restated Equity Commitment Letter and subject to the limitations set forth herein and thereinClosing occurs. The Guaranteed Party further agrees that, notwithstanding anything to the contrary in this Amended and Restated Limited Guarantee, the Amended and Restated Equity Commitment Letter or the Merger Agreement, that it has and shall have no right of recovery in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby against the GuarantorsGuarantor, the Forward Purchasers and any of their respective former, current and future or future, direct or indirect indirect, Representative of the Guarantor, any former, current or future, direct or indirect, holder of any equity holdersinterests or securities of the Guarantor (whether such holder is a limited or general partner, controlling personsmember, stockholders, directors, officers, employees, agents, Affiliates, members, financing sources (including the Forward Purchasersstockholder or otherwise), managersany former, general current or limited partners future assignee of the Guarantor or successors any former, current or assignees future Representative or assignee of any of the foregoing (each such Person, a “Parent Related Party” and collectivelyPerson”), the “Parent Related Parties”) or any Parent Related Party of any Parent Related Party, in each case other than through Parent, Merger Sub or any of their respective assignees under the Merger Agreement, through Parent or otherwise, whether by or through attempted piercing of the corporate, limited liability company or limited partnership veil, and no such parties shall have by or through a claim by or on behalf of Parent or Merger Sub against the Guarantor or any liabilityRelated Person, personal or otherwise, or obligation relating to or arising out except for its rights against the Guarantor under this Limited Guaranty; provided, however, that this provision shall not limit the liability of the Merger Agreement or the transactions contemplated by the Merger Agreement for any breach, loss or damage for (i) any Damages suffered as a result of the failure of the Merger to be consummated and (ii) any other Damages suffered as a result of or under guarantor to the Merger Agreement and Guaranteed Party pursuant to the transactions contemplated by the Merger Agreement (or Other Limited Guaranties in respect of any oral representations made liabilities or alleged to be made in connection herewith or therewith), except the Guaranteed Party’s rights against (x) the Guarantors under this Amended and Restated Limited Guarantee and pursuant to the terms and subject to the conditions hereof and its limited rights in connection with the enforcement of the Amended and Restated Equity Commitment Letter (pursuant to and subject to Section 5 thereof and the conditions set forth in Sections 9.13 and 9.17 of the Merger Agreement) (y) Apollo Management VII, L.P. (“Fund VII”) under the Confidentiality Agreement pursuant to the terms and subject to the conditions thereof and (z) Parent, Merger Sub and any of their respective assignees under the Merger Agreement, pursuant to the terms and subject to the conditions thereof. Recourse against the Guarantors under this Amended and Restated 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 Guarantors and any Parent Related Party or any Parent Related Party of any Parent Related Party (other than Parent, Merger Sub and their respective assignees under the Merger Agreement) in respect of any breach, loss or damage obligations arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby (including, without limitation, thereby. Recourse against the Guarantor under this Limited Guaranty shall be the sole and exclusive remedy of the Guaranteed Party and all of its Affiliates against the Guarantor and any Related Person in respect of any oral representations made liabilities or alleged to be made obligations arising under, or in connection therewith)with, other than any remedies available pursuant to the terms of the Amended and Restated Equity Commitment Letter (pursuant to and subject to Section 5 thereof and the conditions set forth in Sections 9.13 and 9.17 of the Merger Agreement) and Agreement or the Confidentiality Agreementtransactions contemplated thereby. The Guaranteed Party hereby covenants and agrees that it shall not institute, and shall cause its Related Parties Affiliates 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, the Amended and Restated Equity Commitment Letter Agreement or the transactions contemplated thereby, or in respect of any oral representations made or alleged to be made in connection therewith, against any of the Guarantors Guarantor or any Parent Related Party or any Parent Related Party of any Parent Related Party (other than Parent, Merger Sub and their respective assignees under the Merger Agreement)Person, except for claims of the Guaranteed Party (i) against the Guarantors Guarantor under this Amended and Restated Limited Guarantee (ii) against any Guarantor to enforce the terms of the Amended and Restated Equity Commitment Letter (pursuant to and subject to Section 5 thereof and the conditions set forth in Sections 9.13 and 9.17 of the Merger Agreement) and (iii) against Fund VII under the Confidentiality 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 Parties 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 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 Amended and Restated 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 obligationsGuaranty. Nothing set forth in this Amended and Restated Limited Guarantee Guaranty shall affect any liability of Parent or Merger Sub or any other guarantor under the Other Limited Guaranties 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, without limitation, including the GuarantorsGuarantor, except as expressly set forth herein. The Guaranteed Party acknowledges that each Guarantor is agreeing to enter into this Amended and Restated Limited Guarantee in reliance on the provisions set forth in this Section 3. This Section 3 shall survive termination of this Amended and Restated Limited Guarantee.

Sole Remedies. The Guaranteed Party acknowledges and agrees that the sole cash asset of Parent is cash in a de minimis amount and that no additional funds are expected to be contributed to Parent unless and until the Acceptance Time. No Guarantor shall have any obligation or liability to any Person relating to, arising out of or in connection with the Merger Agreement, this Amended and Restated Limited Guarantee, the Amended and Restated Equity Commitment Letter or the transactions contemplated thereby other than as expressly set forth herein or in the Amended and Restated Equity Commitment Letter and subject to the limitations set forth herein and therein. The Guaranteed Party further agrees that, notwithstanding anything to the contrary in this Amended and Restated Limited Guarantee, the Amended and Restated Equity Commitment Letter or the Merger Agreement, it has and shall have no right of recovery against the Guarantors, the Forward Purchasers and any of their respective former, current and future direct or indirect equity holders, controlling persons, stockholders, directors, officers, employees, agents, Affiliates, members, financing sources (including the Forward Purchasers), managers, general or limited partners or successors or assignees of the foregoing (each a “Parent Related Party” and collectively, the “Parent Related Parties”) or any Parent Related Party of any Parent Related Party, in each case other than Parent, Merger Sub or any of their respective assignees under the Merger Agreement, through Parent or otherwise, whether by or through attempted piercing of the corporate, limited liability company or limited partnership veil, and no such parties shall have any liability, personal or otherwise, or obligation relating to or arising out of the Merger Agreement or the transactions contemplated by the Merger Agreement for any breach, loss or damage for (i) any Damages suffered as a result of the failure of the Merger to be consummated and (ii) any other Damages suffered as a result of or under the Merger Agreement and the transactions contemplated by the Merger Agreement (or in respect of any oral representations made liabilities or alleged to be made in connection herewith or therewith), except the Guaranteed Party’s rights against (x) the Guarantors under this Amended and Restated Limited Guarantee and pursuant to the terms and subject to the conditions hereof and its limited rights in connection with the enforcement of the Amended and Restated Equity Commitment Letter (pursuant to and subject to Section 5 thereof and the conditions set forth in Sections 9.13 and 9.17 of the Merger Agreement) (y) Apollo Management VII, L.P. (“Fund VII”) under the Confidentiality Agreement pursuant to the terms and subject to the conditions thereof and (z) Parent, Merger Sub and any of their respective assignees under the Merger Agreement, pursuant to the terms and subject to the conditions thereof. Recourse against the Guarantors under this Amended and Restated 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 Guarantors and any Parent Related Party or any Parent Related Party of any Parent Related Party (other than Parent, Merger Sub and their respective assignees under the Merger Agreement) in respect of any breach, loss or damage obligations arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby Transactions against the Guarantor, any former, current or future, direct or indirect, representative of the Guarantor, any former, current or future, direct or indirect, holder of any equity interests or securities of the Guarantor (includingwhether such holder is a limited or general partner, without limitationmember, shareholder or otherwise but specifically excluding Parent and Sub) or any former, current or future representative of any of the foregoing (each such person, a “Related Person”), through Parent, Sub or otherwise, except for its rights against the Guarantor under this Guaranty. Recourse against the Guarantor under this Guaranty shall be the sole and exclusive remedy of the Guaranteed Party and all of its Subsidiaries against the Guarantor or any Related Person in respect of any oral representations made liabilities or alleged to be made obligations arising under, or in connection therewith)with, other than any remedies available pursuant to the terms of the Amended and Restated Equity Commitment Letter (pursuant to and subject to Section 5 thereof and the conditions set forth in Sections 9.13 and 9.17 of the Merger Agreement) and Agreement or the Confidentiality AgreementTransactions. The Guaranteed Party hereby covenants and agrees that it shall not institute, and shall cause its Related Parties and stockholders Subsidiaries not to institute, any proceeding 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, the Amended and Restated Equity Commitment Letter Agreement or the transactions contemplated thereby, or in respect of any oral representations made or alleged to be made in connection therewithTransactions, against any of the Guarantors Guarantor or any Parent Related Party or any Parent Related Party of any Parent Related Party (other than Parent, Merger Sub and their respective assignees under the Merger Agreement)Person, except for claims of the Guaranteed Party (i) against the Guarantors Guarantor under this Amended and Restated Limited Guarantee (ii) against any Guarantor Guaranty. Notwithstanding anything to enforce the terms of the Amended and Restated Equity Commitment Letter (pursuant to and subject to Section 5 thereof and the conditions contrary contained in this Guaranty, nothing set forth in Sections 9.13 and 9.17 this Guaranty shall affect any liability of the Merger Agreement) and (iii) against Fund VII under the Confidentiality Agreement. Without prejudice Guarantor or any Related Person with respect to fraud or 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 Parties 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 liability of Parent or the applicable Maximum Guarantor Amount from each Guarantor and its permitted assignees Sub. Except as provided in respect Section 8.06 of any liabilities or obligations of the Guarantors, Parent or Merger Sub arising under or in connection with the Merger Agreement, this Amended Guaranty is not intended to and Restated 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 Amended and Restated Limited Guarantee shall not confer or give to any Person other than the Guaranteed Party any rights or remedies against upon any Person, including, without limitation, person other than the Guarantorsparties to this Guaranty and their respective successors and permitted assigns, except as expressly set forth herein. The for, in the event the Effective Time shall have occurred, (i) the rights of the Guaranteed Party’s shareholders to receive the Merger Consideration and the other payments contemplated by the Merger Agreement and (ii) the rights of each Indemnified Party acknowledges that and each Guarantor is agreeing to enter into this Amended Indemnified Party’s heirs, executors, administrators and Restated Limited Guarantee in reliance on representatives under Section 5.09 of the provisions set forth in this Section 3. This Section 3 shall survive termination of this Amended and Restated Limited GuaranteeMerger Agreement.

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 Acceptance Time. No Guarantor shall have any obligation or liability to any Person relating to, arising out of or in connection with the Merger Agreement, this Amended and Restated Limited Guarantee, the Amended and Restated Equity Commitment Letter or the transactions contemplated thereby other than as expressly set forth herein or in the Amended and Restated Equity Commitment Letter and subject to the limitations set forth herein and thereinLetter. The Guaranteed Party further agrees that, notwithstanding anything to the contrary in this Amended and Restated Limited Guarantee, the Amended and Restated Equity Commitment Letter or the Merger Agreement, it has and shall have no right of recovery against the Guarantors, the Forward Purchasers Lenders and any of their respective former, current and future direct or indirect equity holders, controlling persons, stockholders, directors, officers, employees, agents, Affiliates, members, financing sources (including the Forward Purchasersparties to the Debt Financing Commitments), managers, general or limited partners or successors or assignees of the foregoing (each a “Parent Related Party” and collectively, the “Parent Related Parties”) or any Parent Related Party of any Parent Related Party, in each case other than Parent, Merger Sub or any of their respective assignees under the Merger Agreement, through Parent or otherwise, whether by or through attempted piercing of the corporate, limited liability company or limited partnership veil, and no such parties shall have any liability, personal or otherwise, or obligation relating to or arising out of the Merger Agreement or the transactions contemplated by the Merger Agreement for any breach, loss or damage for (i) any Damages suffered as a result of the failure of the Merger to be consummated and (ii) any other Damages suffered as a result of or under the Merger Agreement and the transactions contemplated by the Merger Agreement (or in respect of any oral representations made or alleged to be made in connection herewith or therewith), except the Guaranteed Party’s rights against (x) the Guarantors under this Amended and Restated Limited Guarantee and pursuant to the terms and subject to the conditions hereof and its limited rights in connection with the enforcement of the Amended and Restated Equity Commitment Letter (pursuant to and subject to Section 5 thereof and the conditions set forth in Sections 9.13 and 9.17 of the Merger Agreement) (y) Apollo Management VII, L.P. (“Fund VII”) under the Confidentiality Agreement pursuant to the terms and subject to the conditions thereof and (z) Parent, Merger Sub and any of their respective assignees under the Merger Agreement, pursuant to the terms and subject to the conditions thereof. Recourse against the Guarantors under this Amended and Restated 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 Guarantors and any Parent Related Party or any Parent Related Party of any Parent Related Party Person (other than Parent, Merger Sub and their respective assignees under the Merger Agreement) in respect of any breach, loss or damage arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby (including, without limitation, 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 Amended and Restated Equity Commitment Letter (pursuant to and subject to Section 5 thereof and the conditions set forth in Sections 9.13 and 9.17 of the Merger Agreement) and the Confidentiality Agreement. The Guaranteed Party hereby covenants and agrees that it shall not institute, and shall cause its Related Parties 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, the Amended and Restated Equity Commitment Letter or the transactions contemplated thereby, or in respect of any oral representations made or alleged to be made in connection therewith, against any of the Guarantors or any Parent Related Party or any Parent Related Party of any Parent Related Party Person (other than Parent, Merger Sub and their respective assignees under the Merger Agreement), except for claims of the Guaranteed Party (i) against the Guarantors under this Amended and Restated Limited Guarantee (ii) against any Guarantor to enforce the terms of the Amended and Restated Equity Commitment Letter (pursuant to and subject to Section 5 thereof and the conditions set forth in Sections 9.13 and 9.17 of the Merger Agreement) and (iii) against Fund VII under the Confidentiality 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 Parties Persons not to institute, any proceeding or bring any other claim to recover, more than the Maximum Aggregate Amount in the aggregate from the Guarantors, 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 Amended and Restated 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 Amended and Restated Limited Guarantee shall confer or give to any Person other than the Guaranteed Party any rights or remedies against any Person, including, without limitation, including the Guarantors, except as expressly set forth herein. The Guaranteed Party acknowledges that each Guarantor is agreeing to enter into this Amended and Restated Limited Guarantee in reliance on the provisions set forth in this Section 3. This Section 3 shall survive termination of this Amended and Restated Limited Guarantee.