Common use of Sole Remedy Clause in Contracts

Sole Remedy. (i) The Company’s receipt of the Parent Termination Fee to the extent owed pursuant to Section 8.3(c), the Company’s receipt of payments to the extent owed by Parent pursuant to Section 8.3(e), the Company’s right to enforce its rights under the Confidentiality Agreement, the Reimbursement Obligations, the Company’s right to specific performance pursuant to Section 9.8 and the Company’s right to seek damages for a Willful and Material Breach will be the sole and exclusive remedies of the Company against (A) Parent or Merger Sub; (B) the former, current and future holders of any equity, controlling persons, agents, Affiliates (other than Parent or Merger Sub), Representatives, members, managers, general or limited partners, stockholders and assignees of each of Parent and Merger Sub (collectively, the “Parent Related Parties”); and (C) the Financing Sources in respect of this Agreement, the Transaction, any agreement executed in connection herewith (including the Financing Letters) or the transactions contemplated hereby and thereby, including the Debt Financing, and upon payment of such amounts, none of the Parent Related Parties or, for the avoidance of doubt, the Financing Sources, will have any further liability or obligation to the Company relating to or arising out of this Agreement, the Transaction, any agreement executed in connection herewith (including the Financing Letters) or the transactions contemplated thereby (except that the Parties (or their Affiliates) will remain obligated with respect to, and the Company and its Subsidiaries may be entitled to remedies with respect to, the Confidentiality Agreement, Section 8.2 and Section 8.3(a), as applicable). For the avoidance of doubt, if the Company elects to terminate this Agreement and receive payment of the Parent Termination Fee, other than the right to receive payment of the Parent Termination Fee, any payments to the extent owed by Parent pursuant to Section 8.3(e), and payment of the Reimbursement Obligations, the Company shall not be entitled to any monetary damages or other monetary remedies for any losses, damages or liabilities suffered as a result of the failure of the transactions contemplated by this Agreement to be consummated or for a breach or failure to perform hereunder. Notwithstanding anything to the contrary herein, the Company, on behalf of itself and the Company Related Parties, hereby acknowledges that none of the Financing Sources (and/or any of their Affiliates and/or their or their Affiliates’ officers, directors, employees, controlling persons, advisors, agents, attorneys or representatives) shall have any liability to the Company or any Company Related Party under this Agreement or for any claim made by the Company or any Company Related Party based on, in respect of, or by reason of, the transactions contemplated hereby, including, but not limited to, any dispute relating to, or arising from, the Debt Financing, the Financing Letters or the performance thereof; provided that the foregoing shall not limit the rights and/or remedies of Parent or Merger Sub or any Parent Related Party in respect of the Debt Financing under the Debt Commitment Letters.

Sole Remedy. (i) The Company’s receipt of the Parent Termination Fee to the extent owed pursuant to Section 8.3(c), the Company’s receipt of payments to the extent owed by Parent pursuant to Section 8.3(e), the Company’s right to enforce its rights under the Confidentiality Agreement, the Reimbursement Obligations, ) and the Company’s right to specific performance pursuant to Section 9.8 and the Company’s right to seek damages for a Willful and Material Breach will be the sole and exclusive remedies of the Company and its Affiliates against (A) Parent or Parent, Merger Sub; , Kaseya Parent, Kaseya Inc. or the Guarantor and each of their respective Affiliates and (B) the former, current and future holders of any equity, controlling persons, directors, officers, employees, agents, Affiliates (other than Parent or Merger Sub)attorneys, Affiliates, Representatives, Financing Sources, members, managers, general or limited partners, stockholders and assignees of each of Parent Parent, Merger Sub, Kaseya Parent, Kaseya Inc. and Merger Sub the Guarantor and each of their respective Affiliates (collectively, the “Parent Related Parties”); and (C) the Financing Sources in respect of this Agreement, any agreement executed in connection herewith and the Transactiontransactions contemplated hereby and thereby, and upon payment of the Parent Termination Fee, none of the Parent Related Parties will have any further liability or obligation to the Company or any of its Subsidiaries relating to or arising out of this Agreement, any agreement executed in connection herewith (including the Financing LettersGuarantee) or the transactions contemplated hereby and thereby, including the Debt Financing, and upon payment of such amounts, none of the Parent Related Parties or, for the avoidance of doubt, the Financing Sources, will have any further liability or obligation to the Company relating to or arising out of this Agreement, the Transaction, any agreement executed in connection herewith (including the Financing Letters) or the transactions contemplated thereby (except that the Parties (or their Affiliates) will remain obligated with respect to, and the Company and its Subsidiaries may be entitled to remedies with respect to, the Confidentiality Agreement, Section 8.2 8.3(a) and Section 8.3(a8.3(e), as applicable). For the avoidance of doubt, if The parties acknowledge and agree that while the Company elects to terminate this Agreement may pursue a grant of specific performance in accordance with Section 9.8(b) and receive payment of the Parent Termination Fee, in no event shall the Company be entitled to obtain both (x) a grant of specific performance pursuant to Section 9.8(b) that results in the Closing occurring and (y) payment of monetary damages in accordance with this Section 8.3(f). The Parent Related Parties are intended third party beneficiaries of this Section 8.3(f)(i). In no event shall Parent, Merger Sub, Kaseya Parent or Kaseya Inc. have liability for monetary damages (including monetary damages in lieu of specific performance and damages pursuant to the penultimate sentence of Section 8.2(b)) other than the right to receive payment of the Parent Termination Fee, Fee plus any payments to the extent amounts owed by Parent pursuant to under Section 8.3(e), and payment the amount of the Reimbursement ObligationsParent Termination Fee shall be the maximum aggregate liability of Parent, the Company shall not be entitled to any monetary damages or other monetary remedies for any lossesMerger Sub, damages or liabilities suffered as a result of the failure of the transactions contemplated by this Agreement to be consummated or for a breach or failure to perform Kaseya Parent and Kaseya Inc. hereunder. Notwithstanding anything to the contrary herein, the Company, on behalf of itself and the Company Related Parties, hereby acknowledges that none of the Financing Sources (and/or any of their Affiliates and/or their or their Affiliates’ officers, directors, employees, controlling persons, advisors, agents, attorneys or representatives) shall have any liability to the Company or any Company Related Party under this Agreement or for any claim made by the Company or any Company Related Party based on, in respect of, or by reason of, the transactions contemplated hereby, including, but not limited to, any dispute relating to, or arising from, the Debt Financing, the Financing Letters or the performance thereof; provided that the foregoing shall not limit the rights and/or remedies of Parent or Merger Sub or any Parent Related Party in respect of the Debt Financing under the Debt Commitment Letters.

Sole Remedy. (i) The Company’s receipt of If this Agreement is terminated under circumstances in which the Parent Company is obligated to pay the Termination Fee to the extent owed pursuant to Section 8.3(c11.04(b), then Parent’s right to receive the Company’s receipt of payments to the extent owed by Parent Termination Fee pursuant to Section 8.3(e)11.04(b) (together with any interest, the Company’s right to enforce its rights under the Confidentiality Agreement, the Reimbursement Obligations, the Company’s right to specific performance costs and expenses pursuant to Section 9.8 and the Company’s right to seek damages for a Willful and Material Breach will 11.04(c)), shall be the sole and exclusive remedies of the Company against remedy (A) Parent or Merger Sub; (B) the formerwhether at law, current and future holders of any in equity, controlling personsin contract, agents, Affiliates (other than Parent in tort or Merger Sub), Representatives, members, managers, general or limited partners, stockholders and assignees of each otherwise) of Parent and Merger Sub (collectively, Subsidiary against the “Parent Related Parties”); and (C) the Financing Sources in respect of this Agreement, the Transaction, Company or any agreement executed in connection herewith (including the Financing Letters) or the transactions contemplated hereby and thereby, including the Debt Financing, and upon payment of such amounts, none Subsidiary of the Parent Related Parties or, for the avoidance of doubt, the Financing Sources, will have any further liability or obligation to the Company relating to or arising out of this Agreement, the Transaction, any agreement executed in connection herewith (including the Financing Letters) or the transactions contemplated thereby (except that the Parties (or their Affiliates) will remain obligated with respect to, and the Company and its Subsidiaries may be entitled to remedies with respect to, the Confidentiality Agreement, Section 8.2 and Section 8.3(a), as applicable). For the avoidance of doubt, if the Company elects to terminate this Agreement and receive payment of the Parent Termination Fee, other than the right to receive payment of the Parent Termination Fee, any payments to the extent owed by Parent pursuant to Section 8.3(e), and payment of the Reimbursement Obligations, the Company shall not be entitled to any monetary damages or other monetary remedies for any losses, damages loss or liabilities damage suffered as a result of any breach of any representation, warranty, covenant or agreement or failure to perform hereunder or other failure of the failure Merger to be consummated (whether willfully, intentionally, unintentionally or otherwise). If this Agreement is terminated under circumstances in which the Company is obligated to pay the Termination Fee pursuant to Section 11.04(b), then neither the Company nor any of its Subsidiaries shall have any liability for monetary damages of any kind or nature or arising in any circumstance in connection with this Agreement or any of the transactions contemplated by this Agreement Agreement, other than the payment by the Company of the Termination Fee pursuant to Section 11.04(b) (together with any interest, costs and expenses pursuant to Section 11.04(c)), and in no event shall any of Parent, Merger Subsidiary or any other Subsidiary of the Parent seek, or permit to be consummated sought, any monetary damages in connection with this Agreement or for a breach or failure any of the transactions contemplated by this Agreement, other than from the Company to perform hereunderthe extent provided in Section 11.04(b) and Section 11.04(c). Notwithstanding anything to the contrary hereinin this Section 11.04(d), the Company, on behalf of itself and the Company Related Parties, hereby acknowledges that none of the Financing Sources (and/or any of their Affiliates and/or their or their Affiliates’ officers, directors, employees, controlling persons, advisors, agents, attorneys or representativesthis Section 11.04(d) shall have any liability to not limit Parent’s and Merger Subsidiary’s remedies, or release the Company or any of its Subsidiaries from any liability, for (i) fraud or (ii) any intentional (A) failure of the Company Related Party under to perform a covenant set forth in this Agreement or for any claim made (B) breach by the Company or of any representation and warranty set forth in this Agreement. The parties acknowledge and agree that only one Termination Fee shall be payable by the Company Related Party based on, as set forth in respect of, or Section 11.04(b) and in no event shall any such Termination Fee be payable by reason of, the transactions contemplated hereby, including, but not limited to, any dispute relating to, or arising from, the Debt Financing, the Financing Letters or the performance thereof; provided that the foregoing shall not limit the rights and/or remedies of Parent or Merger Sub or any Parent Related Party in respect of the Debt Financing under the Debt Commitment LettersCompany on more than one occasion.

Sole Remedy. (i) The Company’s receipt Under no circumstances will the collective monetary damages payable by Parent, Merger Sub or the Guarantor or any of their respective Affiliates for breaches under this Agreement, the Guarantee or the Equity Commitment Letter exceed an amount equal to $188,500,000 plus the Reimbursement Obligations in the aggregate for all such breaches (the “Parent Liability Limitation”). In no event will the Company be entitled to seek or obtain, any monetary recovery or monetary award in excess of the Parent Termination Fee to the extent owed pursuant to Section 8.3(c), the Company’s receipt of payments to the extent owed by Parent pursuant to Section 8.3(e), the Company’s right to enforce its rights under the Confidentiality Agreement, the Reimbursement Obligations, the Company’s right to specific performance pursuant to Section 9.8 and the Company’s right to seek damages for a Willful and Material Breach will be the sole and exclusive remedies of the Company Liability Limitation against (A) Parent Parent, Merger Sub or Merger Subthe Guarantor; and (B) the former, current and future holders of any equity, controlling persons, agentsdirectors, officers, agents and attorneys, Affiliates (other than Parent Parent, Merger Sub or Merger Subthe Guarantor), Representatives, members, managers, general or limited partners, stockholders and assignees of each of Parent and Parent, Merger Sub and the Guarantor (collectively, the “Parent Related Parties”); and (C) the Financing Sources in respect of this Agreement, the Transaction, any agreement executed in connection herewith (including the Financing Letters) or the transactions contemplated hereby and thereby, including the Debt Financing, and upon payment of such amountsthe full amount of the Parent Liability Limitation, none of the Parent Related Parties or, for the avoidance of doubt, the Financing Sources, will have any further liability or obligation to the Company relating to or arising out of this Agreement, the Transaction, any agreement executed in connection herewith (including the Financing LettersGuarantee) or the transactions contemplated hereby and thereby (except that the Parties (or their Affiliates) will remain obligated with respect to, and the Company and its Subsidiaries may be entitled to remedies with respect to, the Confidentiality Agreement, Section 8.2 the Reimbursement Obligations and Section 8.3(a), as applicable). For the avoidance of doubt, if The parties acknowledge and agree that while the Company elects may pursue a grant of specific performance in accordance with Section 9.8(b) and payment of monetary damages up to terminate the Parent Liability Limitation, in no event shall the Company be entitled to obtain both (x) a grant of specific performance pursuant to Section 9.8(b) that results in the Closing occurring and (y) payment of monetary damages in accordance with this Agreement Section 8.2(b). The Parent Related Parties are intended third party beneficiaries of this Section 8.3(f)(i). In no event shall the Parent Related Parties have liability for monetary damages (including monetary damages in lieu of specific performance and receive payment damages for fraud and Willful and Material Breach pursuant to Section 8.2(b)) in the aggregate in excess of the Parent Termination FeeLiability Limit (in each case, other than less any portion thereof that has been paid), and the right to receive payment amount of the Parent Termination Fee, any payments to Liability Limit shall be the extent owed by Parent pursuant to Section 8.3(e), and payment maximum aggregate liability of the Reimbursement Obligations, the Company shall not be entitled to any monetary damages or other monetary remedies for any losses, damages or liabilities suffered as a result of the failure of the transactions contemplated by this Agreement to be consummated or for a breach or failure to perform hereunder. Notwithstanding anything to the contrary herein, the Company, on behalf of itself and the Company Related Parties, hereby acknowledges that none of the Financing Sources (and/or any of their Affiliates and/or their or their Affiliates’ officers, directors, employees, controlling persons, advisors, agents, attorneys or representatives) shall have any liability to the Company or any Company Related Party under this Agreement or for any claim made by the Company or any Company Related Party based on, in respect of, or by reason of, the transactions contemplated hereby, including, but not limited to, any dispute relating to, or arising from, the Debt Financing, the Financing Letters or the performance thereof; provided that the foregoing shall not limit the rights and/or remedies of Parent or Merger Sub or any Parent Related Party in respect of the Debt Financing under the Debt Commitment LettersParties hereunder.

Sole Remedy. (i) The If this Agreement is terminated pursuant to Section 8.1, the Company’s receipt of the Parent Termination Fee to the extent owed pursuant to Section 8.3(c), the Company’s receipt of payments to the extent owed by Parent pursuant to Section 8.3(e), ) (including the Company’s right to enforce its rights under the Confidentiality AgreementGuarantee with respect thereto and receive the Parent Termination Fee from Guarantor), the Reimbursement Obligations, the Company’s right to specific performance pursuant to Section 9.8 Obligations and the Company’s right to seek damages for a Willful and Material Breach specific performance pursuant to Section 9.8 will be the sole and exclusive remedies of the Company and the Company Related Parties against (A) Parent Parent, Merger Sub or Merger Subthe Financing Sources; and (B) the former, current and future holders of any equity, controlling persons, directors, officers, employees, agents, attorneys, Affiliates (other than Parent Parent, Merger Sub or Merger Subthe Financing Sources), Representatives, members, managers, general or limited partners, stockholders shareholders and successors, heirs and assignees of each of Parent and Parent, Merger Sub and Guarantor (collectively, the “Parent Related Parties”); and (C) , the Debt Financing Sources and the Debt Financing Sources Related Parties in respect of this Agreement, the Transaction, any agreement executed in connection herewith (including the Financing LettersLetters and the Guarantee) or and the transactions contemplated hereby and thereby, including the Debt Financing, and upon payment of such amountsamounts (which recourse shall be sought solely against Parent and Merger Sub and subject to the limitations set forth herein (or the Guarantor in accordance with, and subject to the limitations set forth in, the Guarantee and Equity Commitment Letter)), none of the Parent Related Parties or, for the avoidance of doubtParties, the Debt Financing Sources, Sources and the Debt Financing Sources Related Parties will have any further liability or obligation to the Company or the Company Related Parties relating to or arising out of this Agreement, the Transaction, any agreement executed in connection herewith (including the Financing LettersLetters and the Guarantee) or the transactions contemplated hereby and thereby (except that the Parties (or their Affiliates) will remain obligated with respect to, and the Company and its Subsidiaries may be entitled to remedies with respect to, the Confidentiality Agreement, the Reimbursement Obligations, Section 8.2 and 8.2, Section 8.3(a), as applicableSection 8.3(e), and Section 8.1(f), and the Guarantor will remain obligated with respect to, and the Company and its Subsidiaries may be entitled to remedies with respect to, the Guarantee), and neither the Company nor any other Person shall be entitled to bring or maintain any claim, action or proceeding against Parent, Merger Sub, any other Parent Related Party, any Debt Financing Sources or any of the Debt Financing Sources Related Parties arising out of, related to or otherwise in connection with this Agreement (or any breach of any representation, warranty, covenant, agreement or obligation contained herein), the transactions contemplated by this Agreement, the failure of the Closing to be consummated or the Financing Letters and the financings contemplated therein, including the Debt Financing and the financing of the Equity Financing (and the abandonment or termination thereof). For Notwithstanding the foregoing, this Section 8.3(f)(i) will not relieve Parent, Merger Sub or Guarantor from liability (1) for any Willful and Material Breach of this Agreement or (2) for any breaches of the Confidentiality Agreement; provided that, under no circumstances will the collective monetary damages payable by Parent, Merger Sub or any of their Affiliates (including the Guarantor) for breaches under this Agreement, the Guarantee or the Equity Commitment Letter exceed an amount equal to $91,800,000 plus the Reimbursement Obligations and any obligations under Section 8.3(e) in the aggregate for all such breaches (taking into account, for the avoidance of doubt, if the Company elects to terminate this Agreement and receive any payment of the Parent Termination Fee, other than the right to receive payment of the Parent Termination Fee, Reimbursement Obligations and/or any payments to the extent owed by Parent pursuant to obligations under Section 8.3(e), ) and payment of the Reimbursement Obligations, the Company in no event shall not be entitled to any monetary damages or other monetary remedies for any losses, damages or liabilities suffered as a result of the failure of the transactions contemplated by this Agreement to be consummated or for a breach or failure to perform hereunder. Notwithstanding anything to the contrary herein, the Company, on behalf of itself and the Company Related Parties, hereby acknowledges that none of the Financing Sources (and/or any of their Affiliates and/or their or their Affiliates’ officers, directors, employees, controlling persons, advisors, agents, attorneys or representatives) shall have any liability to the Company or any Company Related Party under seek to recover any money damages in excess of such amount. If this Agreement is terminated pursuant to Section 8.1, other than the remedies described in this Section 8.3(f)(i), no Parent Related Party, Debt Financing Sources or for Debt Financing Sources Related Parties shall have any further liability or obligation (whether in tort, contract or otherwise), whether by or through attempted piercing of the corporate (or limited liability company or limited partnership) veil, by or through a claim made by against the Company Guarantor or any Company other Parent Related Party based on, in respect of, or by reason of, the transactions contemplated hereby, including, but not limited to, any dispute relating to, or arising fromParty, the Debt Financing, Financing Sources or any Debt Financing Sources Related Parties and the Financing Letters or the performance thereof; provided Company covenants and agrees that the foregoing it shall not limit the rights and/or remedies of Parent institute, and shall cause its directors, officers and Subsidiaries and direct its other Representatives, Affiliates and other Company Related Parties not to institute, a Legal Proceeding to seek recourse for such further liability or Merger Sub or any Parent Related Party in respect of the Debt Financing under the Debt Commitment Lettersobligation.

Sole Remedy. (i) The Company’s receipt of the Parent Termination Fee to the extent owed pursuant to Section 8.3(c), ) (including the Company’s receipt of payments right to enforce the extent owed by Guarantee with respect thereto and receive the Parent pursuant to Section 8.3(eTermination Fee, together with interest on such amount), subject in all respects to the Company’s right to enforce its rights under the Confidentiality Agreement, the Reimbursement Obligations, Agreement and the Company’s right to specific performance pursuant to Section 9.8 and the Company’s right to seek damages for a Willful and Material Breach 9.8(b), will be the sole and exclusive remedies remedy of the Company against (A) Parent Parent, Merger Sub or Merger SubGuarantors; and (B) the former, current and future holders of any equity, controlling persons, agents, Affiliates (other than Parent Parent, Merger Sub or Merger SubGuarantors), Representatives, members, managers, current or future general or limited partners, stockholders and assignees of each of Parent and Parent, Merger Sub and Guarantors (collectively, the “Parent Related Parties”); and (C) the Financing Sources in respect of this Agreement, the TransactionTransactions, any agreement executed in connection herewith (including the Financing LettersLetters and the Guarantee) or the transactions contemplated hereby and thereby, including the Debt Financing, and upon payment of such amounts, none of the Parent Related Parties or, for the avoidance of doubt, the Financing Sources, will have any further liability or obligation to the Company relating to or arising out of this Agreement, the TransactionTransactions, any agreement executed in connection herewith (including the Financing LettersLetters and the Guarantee) or the transactions contemplated thereby (except that the Parties (or their Affiliates) will remain obligated with respect to, and the Company and its Subsidiaries may be entitled to remedies with respect to, the Confidentiality Agreement, Section 8.2 and Section 8.3(a), as applicable). For the avoidance of doubt, if the Company elects to terminate this Agreement and receive payment of the Parent Termination Fee, other than the right to receive payment of the Parent Termination Fee, any payments to the extent owed by Parent pursuant to Section 8.3(e), and payment of the Reimbursement Obligations, Section 8.2, Section 8.3(a) and Section 8.3(e) (and the Guarantors will remain obligated with respect to, and the Company shall not and its Subsidiaries may be entitled to remedies with respect to, the Guarantee solely to the extent that any monetary damages or other monetary remedies for any losses, damages or liabilities suffered as a result of the failure of the transactions contemplated by this Agreement to be consummated or for a breach or failure to perform hereunder. Notwithstanding anything to the contrary herein, the Company, on behalf of itself and the Company Related Parties, hereby acknowledges that none of the Financing Sources (and/or any of their Affiliates and/or their or their Affiliates’ officers, directors, employees, controlling persons, advisors, agents, attorneys or representatives) shall have any liability to the Company or any Company Related Party under this Agreement or for any claim made by the Company or any Company Related Party based on, in respect of, or by reason of, the transactions contemplated hereby, including, but not limited to, any dispute relating to, or arising from, the Debt Financing, the Financing Letters or the performance thereof; provided that the immediately foregoing shall not limit the rights and/or remedies of Parent or Merger Sub or any Parent Related Party in respect of the Debt Financing under the Debt Commitment Lettersobligations are guaranteed thereunder)).

Sole Remedy. (i) The Company’s receipt Notwithstanding anything contained in this Agreement to the contrary, the sole remedy for any and all claims of the Parent Termination Fee nature described in Section 10.1 or otherwise in this Agreement, other than for (a) Payable Claims for fraud or arising from breaches of Sections 6.1, 6.2, 6.3, 6.4(a), 6.10, 6.11 and/or 6.12 (solely for wage laws), above, but subject to the extent owed limitations contained in this Article X, (b) any amounts due to Parent in excess of the Adjustment Escrow not covered by the Participating Shareholders pursuant to Section 8.3(c), the Company’s receipt of payments to the extent owed by Parent pursuant to Section 8.3(e), the Company’s right to enforce its rights under the Confidentiality Agreement, the Reimbursement Obligations, the Company’s right to specific performance pursuant to Section 9.8 and the Company’s right to seek damages for a Willful and Material Breach will be the sole and exclusive remedies of the Company against (A4.5(b) Parent or Merger Sub; (B) the former, current and future holders of any equity, controlling persons, agents, Affiliates (other than Parent or Merger Sub), Representatives, members, managers, general or limited partners, stockholders and assignees of each of Parent and Merger Sub (collectively, the “Parent Related Parties”); and (Cc) any amounts due by the Financing Sources Surviving Corporation or Parent, including costs and expenses, in respect of this Company Common Shareholders who exercise dissenter rights in excess of the Distribution Share relating to such shareholders, shall be the right to set-off Payable Claims against the Indemnity Escrow pursuant to the Escrow Agreement. Any amounts due under (a), the Transaction, any agreement executed in connection herewith (including the Financing Lettersb) or (c) shall first be paid with funds from the transactions contemplated hereby Indemnity Escrow pursuant to this Section 10.6; provided, however, in the event the Indemnity Escrow is exhausted pursuant to this Section 10.6 or paid to the Participating Shareholders pursuant to the Escrow Agreement before a Payable Claim arises, Parent and/or the Surviving Corporation may pursue any and therebyall remedies available to them at law or in equity with respect to any such Payable Claim to enforce the indemnification provisions of Section 10.1, including above, subject to the Debt Financing, and upon payment provisions of such amounts, none this Article X. Any claims for indemnification made in good faith by Parent and/or the Surviving Corporation in writing prior to the expiration of the Parent Related Parties or, for the avoidance of doubt, the Financing Sources, will have any further liability or obligation to the Company relating to or arising out of this Agreement, the Transaction, any agreement executed in connection herewith (including the Financing Letters) or the transactions contemplated thereby (except that the Parties (or their Affiliates) will remain obligated with respect toIndemnity Escrow Period, and the Company and its Subsidiaries may be entitled to remedies right of indemnity with respect tothereto, the Confidentiality Agreement, Section 8.2 and Section 8.3(a), as applicable). For the avoidance of doubt, if the Company elects to terminate this Agreement and receive payment of the Parent Termination Fee, other than the right to receive payment of the Parent Termination Fee, any payments shall survive until resolved or judicially determined pursuant to the extent owed by Parent provision of this Article X. Holders of Company Stock prior to the Closing will not have any right of contribution from the Surviving Corporation for liabilities for such holders’ obligations pursuant to Section 8.3(e), and payment of the Reimbursement Obligations, the Company shall not be entitled to any monetary damages or other monetary remedies for any losses, damages or liabilities suffered as a result of the failure of the transactions contemplated by this Agreement to be consummated or for a breach or failure to perform hereunder. Notwithstanding anything to the contrary herein, the Company, on behalf of itself and the Company Related Parties, hereby acknowledges that none of the Financing Sources (and/or any of their Affiliates and/or their or their Affiliates’ officers, directors, employees, controlling persons, advisors, agents, attorneys or representatives) shall have any liability to the Company or any Company Related Party under this Agreement or for any claim made by the Company or any Company Related Party based on, in respect of, or by reason of, the transactions contemplated hereby, including, but not limited to, any dispute relating to, or arising from, the Debt Financing, the Financing Letters or the performance thereof; provided that the foregoing shall not limit the rights and/or remedies of Parent or Merger Sub or any Parent Related Party in respect of the Debt Financing under the Debt Commitment Letters.Article X.

Sole Remedy. (i) The Subject to the Company’s receipt of rights pursuant to Section 9.8 and Section 8.2(b), in the event this Agreement is terminated pursuant to a Parent Termination Fee Event, the Parent Termination Fee Fee, to the extent the relevant fee is owed pursuant to Section 8.3(c), the Company’s receipt of payments to the extent owed by Parent pursuant to Section 8.3(e), the Company’s right to enforce its rights under the Confidentiality Agreement, and the Reimbursement Obligations, the Company’s right to specific performance pursuant to Section 9.8 and the Company’s right to seek damages for a Willful and Material Breach Obligations will be the sole and exclusive remedies of the Company Related Parties against (A) the Parent or Merger Suband its Affiliates; and (B) the former, current and future holders of any equity, controlling persons, directors, officers, employees, agents, Affiliates (other than Parent or Merger Sub), Representativesattorneys, members, managers, general or limited partners, stockholders and assignees of each of the Parent and Merger Sub its Affiliates and the Financing Sources (the Persons in clauses (A) and (B) collectively, the “Parent Related Parties”); and (C) the Financing Sources in respect of this Agreement, the Transaction, any agreement executed in connection herewith (including excluding the Financing LettersConfidentiality Agreement) or and the transactions contemplated hereby and thereby, including the Debt Financingtermination of this Agreement, the failure to consummate the Transactions or any claims or actions under applicable Law arising out of any such breach, termination or failure, and upon other than in respect of the payment of such amountsthe Parent Termination Fee and Reimbursement Obligations, (1) none of the Parent Related Parties or, for the avoidance of doubt, the Financing Sources, will have any further liability Liability or obligation to the Company Related Parties relating to or arising out of this Agreement, any agreement executed in connection herewith or the Transactiontransactions contemplated hereby and thereby or any matters forming the basis of such termination and (2) neither the Company nor any other Person will be entitled to bring or maintain any Legal Proceeding against the Parent or any Parent Related Party arising out of this Agreement, any agreement executed in connection herewith (including excluding the Financing LettersConfidentiality Agreement) or the transactions contemplated hereby and thereby (except that the Parties (or their Affiliates) will remain obligated with respect to, and the Company and its Subsidiaries may be entitled to remedies with respect to, the Confidentiality Agreement, Section 8.2 and Section 8.3(a), as applicable). For the avoidance of doubt, if the Company elects to terminate this Agreement and receive payment of the Parent Termination Fee, other than the right to receive payment of the Parent Termination Fee, any payments to the extent owed by Parent pursuant to Section 8.3(e), and payment of the Reimbursement Obligations, the Company shall not be entitled to any monetary damages or other monetary remedies for any losses, damages or liabilities suffered as a result of the failure of the transactions contemplated by this Agreement to be consummated or for a breach or failure to perform hereunder. Notwithstanding anything to the contrary herein, the Company, on behalf of itself and the Company Related Parties, hereby acknowledges that none of the Financing Sources (and/or any of their Affiliates and/or their or their Affiliates’ officers, directors, employees, controlling persons, advisors, agents, attorneys or representatives) shall have any liability to the Company or any Company Related Party under this Agreement or matters forming the basis for any claim made by the Company or any Company Related Party based on, in respect of, or by reason of, the transactions contemplated hereby, including, but not limited to, any dispute relating to, or arising from, the Debt Financing, the Financing Letters or the performance thereof; provided that the foregoing shall not limit the rights and/or remedies of Parent or Merger Sub or any Parent Related Party in respect of the Debt Financing under the Debt Commitment Letterssuch termination.

Sole Remedy. (ia) The Company’s receipt Each of the Parent Termination Fee to the extent owed pursuant to Section 8.3(c), the Company’s receipt of payments to the extent owed by Parent pursuant to Section 8.3(e), the Company’s right to enforce Harsco and CD&R Investor acknowledges and agrees that its rights under the Confidentiality Agreement, the Reimbursement Obligations, the Company’s right to specific performance pursuant to Section 9.8 and the Company’s right to seek damages for a Willful and Material Breach will be the sole and exclusive remedies of the Company against post-Closing remedy with respect to any and all claims (A) Parent or Merger Sub; (B) the formerarising at law, current and future holders of any in equity, controlling personsunder contract, agents, Affiliates in tort or otherwise) relating to this Agreement and the transactions contemplated hereby (other than Parent or Merger Sub(x) claims arising from fraud, (y) any disputes relating to Closing Net Working Capital, Closing Cash, Closing Indebtedness and/or Cap Ex Shortfall, which shall be governed by Section 1.9 and (z) claims arising under any Ancillary Agreement) shall be pursuant to the indemnification provisions set forth in ARTICLE V and this ARTICLE VIII. In furtherance of the foregoing, each of Harsco and CD&R Investor hereby waives on its own behalf and on behalf of its Affiliates (including in the case of CD&R Investor, Buyer and the Target Entities following the Closing), Representativesfrom and after the Closing, members, managers, general or limited partners, stockholders and assignees of each of Parent and Merger Sub (collectively, to the “Parent Related Parties”); and (C) the Financing Sources in respect of this Agreement, the Transactionfullest extent permitted under Law, any agreement executed and all claims (other than claims arising from fraud and other than any disputes relating to Closing Net Working Capital, Closing Cash, Closing Indebtedness and/or Cap Ex Shortfall, which shall be governed by Section 1.9) it may have against the other Parties hereto or any of their Affiliates arising under or based upon this Agreement or any document or certificate delivered in connection herewith (including the Financing Letters) other than any Ancillary Agreement or the transactions contemplated hereby and thereby, including the Debt Financing, and upon payment of such amounts, none of the Parent Related Parties or, for the avoidance of doubt, the Financing Sources, will have any further liability or obligation to the Company relating to or arising out of this Agreement, the Transaction, any agreement document executed in connection herewith (including with the Financing Letters) or the transactions contemplated thereby (except that the Parties (or their Affiliates) will remain obligated with respect to, and the Company and its Subsidiaries may be entitled to remedies with respect to, the Confidentiality Agreement, Section 8.2 and Section 8.3(aTransactions), as applicable)except pursuant to the indemnification provisions set forth in ARTICLE V and this ARTICLE VIII. For The foregoing notwithstanding, nothing in this Section 8.5 shall limit or restrict the avoidance ability or right of doubtCD&R Investor, if the Company elects Buyer or Harsco to terminate seek injunctive relief or other equitable relief for any breach or alleged breach of any provision of this Agreement and receive payment of the Parent Termination Fee, other than the right to receive payment of the Parent Termination Fee, any payments to the extent owed by Parent pursuant to Section 8.3(e), and payment of the Reimbursement Obligations, the Company shall not be entitled (subject to any monetary damages or other monetary remedies for applicable limitations set forth in Sections 9.2 and 9.3); provided that any losses, damages or liabilities suffered as a result of the failure of the transactions contemplated by this Agreement to be consummated or for a breach or failure to perform hereunder. Notwithstanding anything to the contrary herein, the Company, on behalf of itself and the Company Related Parties, hereby acknowledges that none of the Financing Sources (and/or any of their Affiliates and/or their or their Affiliates’ officers, directors, employees, controlling persons, advisors, agents, attorneys or representatives) shall have any liability to the Company or any Company Related Party under this Agreement or for any claim made by the Company or any Company Related Party based on, procedures in respect of, and limitations on, Losses or Liabilities in ARTICLE V and this Article VIII shall in no event be diminished or circumvented by reason of, the transactions contemplated hereby, including, but not limited to, any dispute relating to, or arising from, the Debt Financing, the Financing Letters or the performance thereof; provided that the foregoing shall not limit the rights and/or remedies of Parent or Merger Sub or any Parent Related Party in respect of the Debt Financing under the Debt Commitment Letterssuch relief.

Sole Remedy. (i) The Company’s receipt of In the Parent event the Company Termination Fee to the extent owed becomes due and payable pursuant to Section 8.3(c8.3(b), the CompanyParent’s receipt and acceptance of payments to the extent owed by Parent pursuant to Section 8.3(eCompany Termination Fee (together with any Enforcement Expenses), the Company’s right to enforce its rights under the Confidentiality Agreement, the Reimbursement Obligations, the Company’s right to specific performance pursuant to Section 9.8 and the Company’s right to seek damages for a Willful and Material Breach will be the sole and exclusive remedies of the Company Parent and Merger Sub and each of their respective Affiliates against (A) Parent or Merger Subthe Company, its Subsidiaries and each of their respective Affiliates; and (B) the former, current and future holders of any equity, controlling persons, directors, officers, employees, agents, Affiliates (other than Parent or Merger Sub)attorneys, RepresentativesAffiliates, members, managers, general or limited partners, stockholders and assignees of each of Parent the Company, its Subsidiaries and Merger Sub each of their respective Affiliates (collectively, the “Parent Company Related Parties”); and (C) the Financing Sources in respect of this Agreement, the Transaction, any agreement executed in connection herewith (including the Financing Letters) or and the transactions contemplated hereby and thereby, including the Debt Financing, and upon payment and acceptance of such amountsthe Company Termination Fee, none of the Parent Company Related Parties or, for the avoidance of doubt, the Financing Sources, will have any further liability or obligation to the Company Parent or Merger Sub relating to or arising out of this Agreement, the Transaction, any agreement executed in connection herewith (including the Financing Letters) or the transactions contemplated hereby and thereby (except that the Parties (or their Affiliates) will remain obligated with respect to, and the Company Parent and Merger Sub and its Subsidiaries may be entitled to remedies with respect to, the Confidentiality Agreement, Section 8.2 Agreement and Section 8.3(a), as applicable). For The Company Related Parties are intended third party beneficiaries of this Section 8.3(f). In the avoidance of doubt, if event the Company elects Termination Fee becomes due and payable pursuant to terminate this Agreement Section 8.3(b), the Company or any of its Subsidiaries shall not have liability for monetary damages (including monetary damages in lieu of specific performance and receive payment damages pursuant to the penultimate sentence of Section 8.2(b)) in the aggregate in excess of the Parent Company Termination Fee, other than the right to receive payment of the Parent Termination Fee, Fee (less any payments to the extent portion thereof that has been paid) plus any amounts owed by Parent pursuant to the Company under Section 8.3(e), and payment the amount of the Reimbursement Obligations, Company Termination Fee shall be the maximum aggregate liability of the Company shall not be entitled to any monetary damages or other monetary remedies for any losses, damages or liabilities suffered as a result of the failure of the transactions contemplated by this Agreement to be consummated or for a breach or failure to perform and its Subsidiaries hereunder. Notwithstanding anything to the contrary herein, the Company, on behalf of itself and the Company Related Parties, hereby acknowledges that none of the Financing Sources (and/or any of their Affiliates and/or their or their Affiliates’ officers, directors, employees, controlling persons, advisors, agents, attorneys or representatives) shall have any liability to the Company or any Company Related Party under this Agreement or for any claim made by the Company or any Company Related Party based on, in respect of, or by reason of, the transactions contemplated hereby, including, but not limited to, any dispute relating to, or arising from, the Debt Financing, the Financing Letters or the performance thereof; provided that the foregoing shall not limit the rights and/or remedies of Parent or Merger Sub or any Parent Related Party in respect of the Debt Financing under the Debt Commitment Letters.

Sole Remedy. (i) The If this Agreement is validly terminated pursuant to Section 8.1 or for any other reason, the Company’s receipt of the Parent Termination Fee to the extent owed pursuant to Section 8.3(c), the Company’s receipt of payments to the extent owed by Parent pursuant to Section 8.3(e), ) (including the Company’s right to enforce its rights the Guarantee with respect thereto and receive the Parent Termination Fee from Guarantor and/or any costs or expenses under the Confidentiality AgreementSection 8.3(e)), the Reimbursement Obligations, the Company’s right to specific performance pursuant to Section 9.8 Obligations and the Company’s right to seek damages for a Willful and Material Breach specific performance pursuant to Section 9.8 will be the sole and exclusive remedies of the Company and the Company Related Parties against (A) Parent Parent, Merger Sub or Merger Subthe Financing Sources; and (B) the former, current and future holders of any equity, controlling persons, directors, officers, employees, agents, attorneys, Affiliates (other than Parent Parent, Merger Sub or Merger SubGuarantor), Representatives, members, managers, general or limited partners, stockholders and successors, heirs and assignees of each of Parent and Parent, Merger Sub and the Financing Sources (collectively, the “Parent Related Parties”); and (C) the Financing Sources in respect of this Agreement, the Transaction, any agreement executed in connection herewith (including the Financing LettersLetters and the Guarantee) or and the transactions contemplated hereby and thereby, including the Debt Financing, and upon payment of such amountsamounts (which recourse shall be sought solely against Parent and subject to the limitations set forth herein, or the Guarantor or the Equity Investors (as applicable) in accordance with, and subject to the limitations set forth in, the Equity Commitment Letter and the Guarantee), (1) none of the Parent Related Parties or, for the avoidance of doubt, the Financing Sources, will have any further liability or obligation to the Company or the Company Related Parties relating to or arising out of this Agreement, the Transaction, any agreement executed in connection herewith (including the Financing LettersLetters and the Guarantee) or the transactions contemplated hereby and thereby (including with respect to any matters relating to CERCLA or any other Environmental Law) (except that the Parties (or their Affiliates) will remain obligated with respect to, and the Company and its Subsidiaries may be entitled to remedies with respect to, the Confidentiality Agreement, the Reimbursement Obligations, Section 8.2 and 8.2, Section 8.3(a), as applicableSection 8.3(e), and Section 8.3(f), and the Guarantor will remain obligated with respect to, and the Company and its Subsidiaries may be entitled to remedies with respect to, the Guarantee), and (2) neither the Company nor any other Person shall be entitled to bring or maintain any claim, action or proceeding against Parent, Merger Sub or any other Parent Related Party arising out of, related to or otherwise in connection with this Agreement (or any breach of any representation, warranty, covenant, agreement or obligation contained herein), the transactions contemplated by this Agreement, the failure of the Closing to be consummated or the Financing Letters and the financings contemplated therein, including the Debt Financing and the financing of the Equity Financing (and the abandonment or termination thereof). For Notwithstanding the foregoing, this Section 8.3(f)(i) will not relieve Parent, Merger Sub or Guarantor from liability (1) for any Willful and Material Breach of this Agreement or (2) for any breaches of the Confidentiality Agreement; provided that, under no circumstances will the collective monetary damages payable by Parent, Merger Sub or any of their Affiliates (including the Guarantor) for breaches under this Agreement, the Guarantee or the Equity Commitment Letter exceed an amount equal to $15,520,000 plus the Reimbursement Obligations and any obligations under Section 8.3(e) in the aggregate for all such breaches (taking into account, for the avoidance of doubt, if the Company elects to terminate this Agreement and receive any payment of the Parent Termination Fee, other than the right to receive payment of the Parent Termination Fee, Reimbursement Obligations and/or any payments to the extent owed by Parent pursuant to obligations under Section 8.3(e), ) and payment of the Reimbursement Obligations, the Company in no event shall not be entitled to any monetary damages or other monetary remedies for any losses, damages or liabilities suffered as a result of the failure of the transactions contemplated by this Agreement to be consummated or for a breach or failure to perform hereunder. Notwithstanding anything to the contrary herein, the Company, on behalf of itself and the Company Related Parties, hereby acknowledges that none of the Financing Sources (and/or any of their Affiliates and/or their or their Affiliates’ officers, directors, employees, controlling persons, advisors, agents, attorneys or representatives) shall have any liability to the Company or any Company Related Party under this Agreement or for seek to recover any claim made by money damages in excess of such amounts. Other than the Company or any Company Related Party based on, remedies described in respect of, or by reason of, the transactions contemplated hereby, including, but not limited to, any dispute relating to, or arising from, the Debt Financing, the Financing Letters or the performance thereof; provided that the foregoing shall not limit the rights and/or remedies of Parent or Merger Sub or any sentence, no Parent Related Party in respect shall have any further liability or obligation, whether by or through attempted piercing of the Debt Financing under corporate (or limited liability company or limited partnership) veil, by or through a claim against the Debt Commitment LettersGuarantor, any other Parent Related Party and the Company covenants and agrees that it shall not institute, and shall cause its Representatives, Affiliates and other Company Related Parties not to institute a Legal Proceeding to seek recourse for such further liability or obligation.

Sole Remedy. (i) The Subject to Section 8.2(b), (A) the Company’s receipt of the Parent Termination Fee to the extent owed pursuant to Section 8.3(c) (including the Company’s right to enforce the Fee Funding Agreement with respect thereto and receive the Parent Termination Fee), (B) the Company’s receipt of payments to the extent owed by Parent 90 pursuant to Section 8.3(e), (C) the Company’s right to enforce its rights under the Reimbursement Obligations, and (D) the Company’s right to enforce its rights under the Confidentiality Agreement, the Reimbursement Obligations, Agreement and the Company’s right to specific performance pursuant to Section 9.8 and the Company’s right to seek damages for a Willful and Material Breach 9.8(b) will be the sole and exclusive remedies of the Company and its Affiliates against (A1) Parent Parent, Merger Sub or Merger Sub; the FFA Investors, (B2) the former, current and future holders of any equity, controlling persons, directors, officers, employees, agents, attorneys, Affiliates (other than Parent Parent, Merger Sub or Merger Subthe FFA Investors), Representatives, members, managers, general or limited partners, stockholders and assignees of each of Parent and Parent, Merger Sub and the FFA Investors and each of their respective Affiliates (collectively, the “Parent Related Parties”); ) and (C3) the Financing Sources in respect of this Agreement, the Transaction, any agreement executed in connection herewith (including the Financing LettersCommitments) or and the transactions contemplated hereby and thereby, including the Debt Financing, and upon payment of such amounts, none of the Parent Related Parties or, for the avoidance of doubt, or the Financing Sources, Sources will have any further liability or obligation to the Company relating to or arising out of this Agreement, the Transaction, any agreement executed in connection herewith (including the Financing LettersCommitments) or the transactions contemplated hereby and thereby (except that the Parties (or their Affiliates) will remain obligated with respect to, and the Company and its Subsidiaries may be entitled to remedies with respect to, the Confidentiality Agreement, the Reimbursement Obligations, Section 8.2 8.3(a) and Section 8.3(a8.3(e)). The Parent Related Parties and the Financing Sources are intended third-party beneficiaries of this Section 8.3(f). (ii) Subject to Section 8.2(b), as applicable). For the avoidance (A) Parent’s receipt of doubt, if the Company elects to terminate this Agreement and receive payment of the Parent Termination Fee, other than to the right extent owed pursuant to receive payment Section 8.3(b), (B) Parent’s receipt of the Parent Termination Fee, any payments to the extent owed by Parent the Company pursuant to Section 8.3(e), ) and payment (C) Parent’s right to specific performance pursuant to Section 9.8 will be the sole and exclusive remedies of the Reimbursement Obligations, the Company shall not be entitled to any monetary damages or other monetary remedies for any losses, damages or liabilities suffered as a result Parent and Merger Sub and each of the failure of the transactions contemplated by this Agreement to be consummated or for a breach or failure to perform hereunder. Notwithstanding anything to the contrary herein, their respective Affiliates against (A) the Company, on behalf of itself its Subsidiaries and the Company Related Parties, hereby acknowledges that none of the Financing Sources (and/or any each of their Affiliates and/or their or their respective Affiliates’ officers; and (B) the former, directors, employeescurrent and future holders of any equity, controlling persons, advisorsdirectors, officers, employees, agents, attorneys attorneys, Affiliates, members, managers, general or representatives) shall have any liability to limited partners, stockholders and assignees of each of the Company or any Company, its Subsidiaries and each of their respective Affiliates (collectively, the “Company Related Party under this Agreement or for any claim made by the Company or any Company Related Party based on, Parties”) in respect ofof this Agreement, or by reason of, any agreement executed in connection herewith and the transactions contemplated herebyhereby and thereby, includingand upon payment of such amount, but not limited to, none of the Company Related Parties will have any dispute relating to, further liability or arising from, the Debt Financing, the Financing Letters or the performance thereof; provided that the foregoing shall not limit the rights and/or remedies of obligation to Parent or Merger Sub relating to or arising out of this Agreement, any agreement executed in connection herewith or the transactions contemplated hereby and thereby (except that the Parties (or their Affiliates) will remain obligated with respect to, and Parent and Merger Sub and its Subsidiaries may be entitled to remedies with respect to, the Confidentiality Agreement, Section 8.3(a) and Section 8.3(e) as applicable). The Company Related Party in respect Parties are intended third-party beneficiaries of the Debt Financing under the Debt Commitment Letters.this Section 8.3(f)(ii) (g)

Sole Remedy. (i) The If this Agreement is terminated pursuant to Section ‎8.1 or for any other reason, the Company’s receipt of the Parent Termination Fee (and any amounts to which the Company is entitled under Section ‎8.3(e)) to the extent owed pursuant to Section 8.3(c), the Company’s receipt of payments to the extent owed by Parent pursuant to Section 8.3(e), ‎8.3(c) (including the Company’s right to enforce its rights under the Confidentiality AgreementGuarantee with respect thereto and receive the Parent Termination Fee from Guarantors), the Reimbursement Obligations, Obligations and the Company’s right to specific performance pursuant to Section 9.8 and the Company’s right to seek damages for a Willful and Material Breach ‎9.8 will be the sole and exclusive remedies of the Company and the Company Related Parties against (A) Parent or Parent, Merger Sub, the Financing Sources and each of their respective Affiliates; and (B) the former, current and future holders of any equity, controlling persons, directors, officers, employees, agents, attorneys, Affiliates (other than Parent Parent, Merger Sub or Merger Subthe Financing Sources), Representatives, members, managers, general or limited partners, stockholders shareholders and successors, heirs and assignees of each of Parent Parent, Merger Sub, Guarantors and Merger Sub each of their Affiliates (collectively, the “Parent Related Parties”); and (C) , the Debt Financing Sources and the Debt Financing Source Parties in respect of this Agreement, the Transaction, any agreement executed in connection herewith (including the Financing LettersCommitment Letters and the Guarantee) or and the transactions contemplated hereby and thereby, including the Debt Financing, and upon payment of such amountsamounts (which recourse shall be sought solely against Parent and Merger Sub and subject to the limitations set forth herein (or Guarantors in accordance with, and subject to the limitations set forth in, the Guarantee and Equity Commitment Letter)), none of the Parent Related Parties or, for the avoidance of doubtParties, the Debt Financing Sources, Sources and the Debt Financing Source Parties will have any further liability or obligation to the Company or the Company Related Parties relating to or arising out of this Agreement, the Transaction, any agreement executed in connection herewith (including the Financing LettersCommitment Letters and the Guarantee) or the transactions contemplated hereby and thereby (except that the Parties (or their Affiliates) will remain obligated with respect to the Confidentiality Agreement, the Reimbursement Obligations, Section ‎8.2, Section ‎8.3(a), Section ‎8.3(e), and Section ‎8.3(f) and Guarantors will remain obligated with respect to, and the Company and its Subsidiaries may be entitled to remedies with respect to, the Confidentiality Guarantee, subject to the limitations set forth therein), and neither the Company nor Company Related Party shall be entitled to bring or maintain any claim, action or proceeding against Parent, Merger Sub, any other Parent Related Party, any Debt Financing Sources or any of the Debt Financing Source Parties arising out of, related to or otherwise in connection with this Agreement (or any breach of any representation, warranty, covenant, agreement or obligation contained herein), the transactions contemplated by this Agreement, Section 8.2 the failure of the Closing to be consummated or the Commitment Letters and Section 8.3(a)the financings contemplated therein, as applicableincluding the Debt Financing and the financing of the Equity Financing (and the abandonment or termination thereof). For Notwithstanding the foregoing, this Section ‎8.3(f)(i) will not relieve Parent, Merger Sub or Guarantors from liability (1) for any Willful and Material Breach of this Agreement or (2) for any breaches of the Confidentiality Agreement (except as further set forth in the immediately following proviso); provided that (x) under no circumstances will the collective monetary damages payable by Pxxxxx, Merger Sub or any of their Affiliates (including Guarantors) for breaches under this Agreement, the Guarantee or the Equity Commitment Letter exceed an amount equal to $125,000,000 plus the Reimbursement Obligations and any obligations under Section ‎8.3(e) in the aggregate for all such breaches (taking into account, for the avoidance of doubt, if the Company elects to terminate this Agreement and receive any payment of the Parent Termination Fee, other than the right Reimbursement Obligations and/or any obligations under Section ‎8.3(e)) and in no event shall the Company or any Company Related Party seek to receive payment recover any money damages in excess of such amount and (y) in the event Parent (or Guarantors) pays the Parent Termination Fee (or an aggregate dollar amount equal to the Parent Termination Fee, any payments whether or not such amount is identified as the “Parent Termination Fee”) to the extent owed by Company following a valid termination of this Agreement in accordance with its terms when such Parent pursuant to Section 8.3(e)Termination Fee is payable, and payment the Company accepts such fee or does not return it to Parent within two (2) Business Days of the Reimbursement ObligationsCompany’s receipt thereof, the Company Related Parties shall not be entitled to have no further rights or remedies whatsoever against any of the Parent Related Parties, including any claims for monetary damages of any kind or other monetary remedies for any lossesnature whatsoever, damages whether or liabilities suffered not arising as a result of the failure of the transactions contemplated by or in connection with any Willful and Material Breach and whether sounding, in contract, tort, at law or in equity, or based on any other legal theory or argument. If this Agreement is terminated pursuant to be consummated or for a breach or failure to perform hereunder. Notwithstanding anything to Section ‎8.1, other than the contrary hereinremedies described in this Section ‎8.3(f)(i), the Companyno Parent Related Party, on behalf of itself and the Company Related Parties, hereby acknowledges that none of the Debt Financing Sources (and/or any of their Affiliates and/or their or their Affiliates’ officers, directors, employees, controlling persons, advisors, agents, attorneys or representatives) Debt Financing Source Parties shall have any further liability or obligation (whether in tort, contract or otherwise), whether by or through attempted piercing of the corporate (or limited liability company or limited partnership) veil, by or through a claim against Guarantors or any other Parent Related Party, the Debt Financing Sources or any Debt Financing Source Parties, in each case to the Company or any Company Related Party under this Agreement or for any claim made by Party, and the Company or any covenants and agrees that it shall not institute, and shall cause its directors, officers and Subsidiaries and direct its other Representatives, Affiliates and other Company Related Party based onParties not to institute, in respect of, a Legal Proceeding to seek recourse for such further liability or by reason of, the transactions contemplated hereby, including, but not limited to, any dispute relating to, or arising from, the Debt Financing, the Financing Letters or the performance thereof; provided that the foregoing shall not limit the rights and/or remedies of Parent or Merger Sub or any Parent Related Party in respect of the Debt Financing under the Debt Commitment Letters.obligation. 109

Sole Remedy. (i) The Subject to Section 8.2(b), (A) the Company’s receipt of the Parent Termination Fee to the extent owed pursuant to Section 8.3(c) (including the Company’s right to enforce the Fee Funding Arrangement with respect thereto and receive the Parent Termination Fee and any other amounts from the Sponsors to the extent expressly permitted under the terms of the Fee Funding Arrangement), (B) the Company’s receipt of payments to the extent owed by Parent pursuant to Section 8.3(e), (C) the Company’s right to enforce its rights under the Confidentiality Agreement, the Reimbursement Obligations, and (D) the Company’s right to enforce its rights under Confidentiality Agreement and the Company’s right to specific performance pursuant to Section 9.8 and the Company’s right to seek damages for a Willful and Material Breach 9.8(b) will be the sole and exclusive remedies of the Company and its Affiliates against (A1) Parent Parent, Merger Sub or Merger Subthe Sponsors; (B2) the former, current and future holders of any equity, controlling persons, directors, officers, employees, agents, attorneys, Affiliates (other than Parent Parent, Merger Sub or Merger Subthe Sponsors), Representatives, members, managers, general or limited partners, stockholders and assignees of each of Parent and Parent, Merger Sub and the Sponsors and each of their respective Affiliates (collectively, the “Parent Related Parties”); ) and (C3) the Financing Sources in respect of this Agreement, the Transaction, any agreement executed in connection herewith (including the Financing LettersLetters and the Fee Funding Arrangement) or and the transactions contemplated hereby and thereby, including the Debt Financing, and upon payment of such amounts, none of the Parent Related Parties or, for the avoidance of doubt, or the Financing Sources, Sources will have any further liability or obligation to the Company relating to or arising out of this Agreement, the Transaction, any agreement executed in connection herewith (including the Financing LettersLetters and the Fee Funding Arrangement) or and the transactions contemplated hereby and thereby (except that the Parties (or their Affiliates) will remain obligated with respect to, and the Company and its Subsidiaries may be entitled to remedies with respect to, the Confidentiality Agreement, Section 8.2 and Section 8.3(a), as applicable). For the avoidance of doubt, if the Company elects to terminate this Agreement and receive payment of the Parent Termination Fee, other than the right to receive payment of the Parent Termination Fee, any payments to the extent owed by Parent pursuant to Section 8.3(e), and payment of the Reimbursement Obligations, Section 8.3(a) and Section 8.3(e) and the Sponsors will remain obligated with respect to, and the Company shall not and its Subsidiaries may be entitled to any monetary damages or other monetary remedies for any losseswith respect to, damages or liabilities suffered as a result of the failure of the transactions contemplated by this Agreement to be consummated or for a breach or failure to perform hereunder. Notwithstanding anything Fee Funding Arrangement to the contrary herein, extent expressly permitted under the Company, on behalf of itself terms thereof). The Parent Related Parties and the Company Related Parties, hereby acknowledges that none of the Financing Sources (and/or any are intended third-party beneficiaries of their Affiliates and/or their or their Affiliates’ officers, directors, employees, controlling persons, advisors, agents, attorneys or representatives) shall have any liability to the Company or any Company Related Party under this Agreement or for any claim made by the Company or any Company Related Party based on, in respect of, or by reason of, the transactions contemplated hereby, including, but not limited to, any dispute relating to, or arising from, the Debt Financing, the Financing Letters or the performance thereof; provided that the foregoing shall not limit the rights and/or remedies of Parent or Merger Sub or any Parent Related Party in respect of the Debt Financing under the Debt Commitment LettersSection 8.3(f)(i).

Sole Remedy. (i) The Company’s receipt of the Parent Termination Fee to the extent owed pursuant to Section 8.3(c), ) (including the Company’s receipt of payments right to enforce the extent owed by Guarantees with respect thereto and receive the Parent pursuant to Section 8.3(eTermination Fee and any other amounts from the Guarantors), the Company’s right to enforce its rights under the Confidentiality Agreement, the Reimbursement Obligations, the Enforcement Expenses and the Company’s right to specific performance pursuant to Section 9.8 and (subject to the Company’s right to seek damages for a Willful and Material Breach fourth sentence of this Section 8.3(e)(i)) will be the sole and exclusive remedies of the Company against (A) Parent Parent, Merger Sub or Merger Subthe Guarantors; (B) the former, current and future holders of any equitydirectors, controlling personsmanagers, officers, employees, counsel, financial advisors, auditors, agents, Affiliates (other than Parent authorized representatives, direct or Merger Sub), Representatives, members, managers, indirect general or limited partners, stockholders stockholders, equityholders, members, Affiliates, successors, beneficiaries, heirs and assignees of each of Parent, Merger Sub and the Guarantors and any of the foregoing’s respective former, current and future directors, managers, officers, employees, counsel, financial advisors, auditors, agents, other authorized representatives, direct or indirect general or limited partners, stockholders, equityholders, members, Affiliates, successors, beneficiaries, heirs and assignees (such Persons, excluding Parent and Merger Sub (Sub, but including the Guarantors, collectively, the “Parent Related Parties”); and (C) the Financing Sources in respect of this Agreement, the Transaction, any agreement executed in connection herewith (including the Financing LettersLetters and the Guarantees) or and the transactions contemplated hereby and thereby, including the Debt Financing, and upon payment of such amounts, none of Parent, Merger Sub or any of the Parent Related Parties or, for the avoidance of doubt, or the Financing Sources, Sources will have any further liability or obligation to the Company relating to or arising out of this Agreement, the Transaction, any agreement executed in connection herewith (including the Financing LettersLetters and the Guarantees) or the transactions contemplated hereby and thereby (except that the Parties (Parent, Merger Sub or their Affiliates) applicable Affiliate party to the Confidentiality Agreement will remain obligated with respect to, and the Company and its Subsidiaries may be entitled to remedies with respect to, the Confidentiality Agreement, Section 8.2 the Reimbursement Obligations, the Enforcement Expenses and Section 8.3(a)). Notwithstanding anything to the contrary contained in this Agreement, as if Parent or Merger Sub breaches this Agreement (whether such breach is knowing, deliberate, willful, unintentional, a Willful and Material Breach or otherwise) or fails to perform hereunder (whether such failure is knowing, deliberate, willful, unintentional, a Willful and Material Breach or otherwise), then, except for specific performance to the extent permitted by Section 9.8, the sole and exclusive remedies (whether at Law, in equity, in contract, in tort or otherwise) against Parent, Merger Sub or any Parent Related Party for any breach, loss or failure to perform, which recourse shall be solely against Parent or Merger Sub to the extent provided herein and subject to the limitations set forth herein and/or the Guarantors under the Guarantees (to the extent provided therein and subject to the limitations set forth therein), will be (i) if applicable, for the Company to terminate this Agreement in accordance with this Agreement under the circumstances in which the Parent Termination Fee is payable pursuant to Section 8.3(c) and for the Company to receive the Parent Termination Fee plus the Reimbursement Obligations and Enforcement Expenses (if any) from Parent (or the Guarantors under the Guarantees, to the extent provided therein and subject to the limitations set forth therein) or (ii) for the Company to terminate this Agreement and seek to recover monetary damages from Parent or Merger Sub for Willful and Material Breach; provided that in no event will any of (A) the Company, its Subsidiaries and each of their respective Affiliates; and (B) the former, current and future directors, managers, officers, employees, counsel, financial advisors, auditors, agents, other authorized representatives, direct or indirect general or limited partners, stockholders, equityholders, members, Affiliates, successors, beneficiaries, heirs and assignees of the Company and any of the foregoing’s respective former, current and future directors, managers, officers, employees, counsel, financial advisors, auditors, agents, other authorized representatives, direct or indirect general or limited partners, stockholders, equityholders, members, Affiliates, successors, beneficiaries, heirs and assignees (the Persons in this clause (B), collectively, the “Company Related Parties”) be entitled to seek or obtain, nor will they permit any of their Representatives or any other Person acting on their behalf to seek or obtain, nor will any Person be entitled to seek or obtain, any recovery or award, any monetary damages of any kind, including consequential, special, indirect or punitive damages (other than the payment by Parent (or the Guarantors under and in accordance with the Guarantees to the extent provided therein and subject to the limitations therein) of the Parent Termination Fee, the Enforcement Expenses and the Reimbursement Obligations to the extent payable by Parent pursuant to Section 8.3(c)) against Parent, Merger Sub or the Parent Related Parties. For the avoidance of doubt, if none of Parent, Merger Sub or the Company elects Parent Related Parties (other than Parent and Merger Sub to terminate the extent set forth in this Agreement and receive the Guarantors solely to the extent set forth in the Guarantees) will have any liability to any person, including any Company Related Party, relating to, arising out of or in connection with this Agreement, the Equity Commitment Letters or the Guarantees, any of the transactions contemplated hereby or thereby (or the abandonment or termination thereof) or any matters forming the basis for such termination (including in the event of Willful and Material Breach) or in respect of any other document or theory of Law or equity or in respect of any oral representations made or alleged to be made in connection herewith or therewith, whether at Law or equity in contract, in tort or otherwise. The Parties acknowledge and agree that, while the Company may pursue a grant of specific performance in accordance with Section 9.8 and payment of the Parent Termination Fee or monetary damages, in no event shall the Company be entitled to obtain (1) both (x) a grant of specific performance pursuant to Section 9.8 that results in the Closing occurring, on the one hand, and (y) the payment of any monetary damages whatsoever (including payment of the Parent Termination Fee in accordance with Section 8.3(c)), on the other hand or (2) both payment of any monetary damages whatsoever, on the one hand, and payment of the Parent Termination Fee in accordance with Section 8.3(c), on the other hand. The Company Related Parties, the Parent Related Parties and the Financing Sources are intended third party beneficiaries of this Section 8.3(e). In no event shall Parent, Merger Sub or the Guarantors have liability for monetary damages (including monetary damages in lieu of specific performance and damages pursuant to the penultimate sentence of Section 8.2(b)) in the aggregate in excess of the Parent Termination Fee, other than the right to receive payment of the plus any Reimbursement Obligations and Enforcement Expenses. The Parent Termination Fee, any payments to the extent owed by Reimbursement Obligations and the Enforcement Expenses shall be the maximum aggregate liability (including in the case of fraud or Willful and Material Breach) of Parent pursuant to Section 8.3(e), and payment Merger Sub hereunder (and of the Reimbursement Obligations, the Company shall not be entitled to any monetary damages or other monetary remedies for any losses, damages or liabilities suffered as a result of the failure of the transactions contemplated by this Agreement to be consummated or for a breach or failure to perform hereunder. Notwithstanding anything to the contrary herein, the Company, on behalf of itself and the Company Related Parties, hereby acknowledges that none of the Financing Sources (and/or any of their Affiliates and/or their or their Affiliates’ officers, directors, employees, controlling persons, advisors, agents, attorneys or representatives) shall have any liability to the Company or any Company Related Party under this Agreement or for any claim made by the Company or any Company Related Party based on, in respect of, or by reason of, the transactions contemplated hereby, including, but not limited to, any dispute relating to, or arising from, the Debt Financing, the Financing Letters or the performance thereof; provided that the foregoing shall not limit the rights and/or remedies of Parent or Merger Sub or any Parent Related Party in respect of the Debt Financing Guarantors under the Debt Commitment LettersGuarantees).

Sole Remedy. (i) The Notwithstanding anything to the contrary provided in this Agreement but subject to Section 8.3(g) and the last sentence of this Section 8.3(f)(i), if Parent or Merger Sub fails to effect the Closing or otherwise breaches this Agreement or fails to perform hereunder (in any case, whether willfully, intentionally, unintentionally or by Willful and Material Breach or otherwise) when required to do so, then, except for (x) the Company’s receipt rights under Section 9.8 to require Parent and Merger Sub to specifically perform its obligations under this Agreement (solely to the extent permitted by Section 9.8), (y) the Company’s rights under the Equity Commitment Letter and the Guarantee solely to the extent provided therein, and (z) the Company’s rights under Section 6.6(e) and Section 6.6(f) with respect to any Reimbursement Obligations and under Section 8.3(e) with respect to any Collection Costs, the Company’s sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) against Parent, Merger Sub or any of the other Parent Related Parties in respect of this Agreement and the transactions contemplated hereby shall be to terminate this Agreement in accordance with Section 8.1(g) or Section 8.1(i) and receive payment of the Parent Termination Fee Fee, any Reimbursement Obligations and any Collection Costs (in each case from Parent or from the Guarantor pursuant to the Guarantee solely to the extent owed pursuant to Section 8.3(c), the Company’s receipt of payments provided therein) to the extent owed payable hereunder, and upon payment of such amounts by Parent (or by the Guarantor pursuant to Section 8.3(ethe Guarantee solely to the extent provided therein), the Company’s right to enforce its rights under the Confidentiality Agreement, the Reimbursement Obligations, the Company’s right to specific performance pursuant to Section 9.8 and the Company’s right to seek damages for a Willful and Material Breach will be the sole and exclusive remedies of the Company against (A) Parent or Merger Sub; (B) the former, current and future holders of any equity, controlling persons, agents, Affiliates (other than Parent or Merger Sub), Representatives, members, managers, general or limited partners, stockholders and assignees of each of Parent and Merger Sub (collectively, the “Parent Related Parties”); and (C) the Financing Sources in respect shall have no further liability or obligation relating to or arising out of this Agreement, the Transaction, any agreement Contract executed in connection herewith (including the Financing Letters) or any of the transactions contemplated hereby and or thereby, including the Debt Financing, and upon payment of such amounts, none of the Parent Related Parties or, for the avoidance of doubt, the Financing Sources, will have any further liability or obligation . Except with respect to the Company relating to or arising out of this Agreement, the Transaction, any agreement executed in connection herewith (including the Financing Letters) or the transactions contemplated thereby (except that the Parties (or their Affiliates) will remain obligated with respect to, and the Company and its Subsidiaries may be entitled to remedies with respect to, the Confidentiality AgreementCompany’s rights under Section 8.3(c), Section 8.2 8.3(e), Section 6.6(e) and Section 8.3(a), as applicable). For the avoidance of doubt, if the Company elects 6.6(f) to terminate this Agreement and receive payment of the Parent Termination Fee, other than any Reimbursement Obligations and any Collection Costs and as expressly set forth in the right Guarantee to receive seek payment of the Parent Termination Fee, any payments to Reimbursement Obligations and any Collection Costs from the extent owed by Parent Guarantor, following a valid termination of this Agreement pursuant to Section 8.3(e), and payment of the Reimbursement Obligations8.1, the Company shall thereafter not be entitled to bring and shall in no event support, facilitate, encourage or take any monetary damages Legal Proceeding other than opposing the bringing of any Legal Proceeding (under any legal theory, whether sounding in law (whether for breach of contract, in tort or other monetary remedies for otherwise) or in equity) against Parent, Merger Sub, Guarantor or any losses, damages or liabilities suffered as a result of the failure of the transactions contemplated by this Agreement to be consummated or for a breach or failure to perform hereunder. Notwithstanding anything to the contrary herein, the Company, on behalf of itself and the Company Related Parties, hereby acknowledges that none of the Financing Sources (and/or any of their Affiliates and/or their or their Affiliates’ officers, directors, employees, controlling persons, advisors, agents, attorneys or representatives) shall have any liability to the Company or any Company Related Party under this Agreement or for any claim made by the Company or any Company Related Party based on, in respect of, or by reason of, the transactions contemplated hereby, including, but not limited to, any dispute relating to, or arising from, the Debt Financing, the Financing Letters or the performance thereof; provided that the foregoing shall not limit the rights and/or remedies of Parent or Merger Sub or any Parent Related Party in respect of the Debt Financing under the Debt Commitment Letters.other Parent

Sole Remedy. (i) The Notwithstanding anything to the contrary in this Agreement or otherwise, the Company’s receipt right to terminate this Agreement and receive payment of the Parent Termination Fee to the extent owed pursuant to Section 8.3(c) together with any amounts owed in respect thereof under Section 8.3(f), the Company’s receipt of payments to the extent owed by Parent pursuant to Section 8.3(e)if applicable, the Company’s right to enforce its rights under the Confidentiality Agreement, Agreement and the Reimbursement Obligations, Obligations and the Company’s right to specific performance pursuant to, and subject to the limitations of, Section 9.8 and the Company’s right to seek damages for a Willful and Material Breach 9.9 will be the sole and exclusive remedies of the Company and its Affiliates and the Company Related Parties against (A) Parent Parent, Merger Sub or Merger Subthe Limited Guarantors; (B) the former, current and future holders of any equity, controlling persons, agents, Affiliates (other than Parent or Merger Sub)Affiliates, Representatives, members, directors, officers, employees, managers, general or limited partners, stockholders and assignees of each of Parent, Merger Sub and the Limited Guarantors and any holder of any equity, controlling person, Affiliate, Representative, member, manager, general or limited partner, stockholder and assignee of any of the foregoing (such persons, excluding Parent and Merger Sub (Sub, but including the Limited Guarantors, collectively, the “Parent Related Parties”); and (C) the Financing Sources in respect of this Agreement, any agreement executed in connection herewith (including the TransactionFinancing Letters and the Limited Guarantee) and the transactions contemplated hereby and thereby (and other than payment of the Parent Termination Fee by Parent (or the Limited Guarantors under the Limited Guarantee to the extent provided, and subject to the limitations, therein) to the extent owed pursuant to Section 8.3(c), together with any amounts owed under Section 8.3(f), if applicable, and any Reimbursement Obligations), none of Parent, Merger Sub, the Parent Related Parties or the Financing Sources will have any liability or obligation to the Company or its Affiliates or any Company Related Party relating to or arising out of this Agreement, any agreement executed in connection herewith (including the Financing LettersLetters and the Limited Guarantee) or the transactions contemplated hereby and thereby, including the Debt Financing, and upon payment of such amounts, none of the Parent Related Parties or, for the avoidance of doubt, the Financing Sources, will have any further liability or obligation to the Company relating to or arising out of this Agreement, the Transaction, any agreement executed in connection herewith (including the Financing Letters) or the transactions contemplated thereby Transactions (except that the Parties (or their Affiliates, if applicable) will remain obligated with respect to, and the Company and its Subsidiaries may be entitled to remedies with respect to, the Confidentiality Agreement) including with respect to any breach of this Agreement by Parent or Merger Sub or failure of Parent or Merger Sub to perform its obligations hereunder. The Parties acknowledge and agree that, while the Company may pursue a grant of specific performance in accordance with, and subject to the limitations of, Section 8.2 9.9 and Section 8.3(a), as applicable). For the avoidance of doubt, if the Company elects to terminate this Agreement and receive payment of the Parent Termination Fee, other than in no event shall the right Company be entitled to receive obtain both (x) a grant of specific performance pursuant to Section 9.9 that results in the Closing occurring and (y) payment of the Parent Termination Fee, any payments Fee to the extent owed by Parent pursuant to Section 8.3(c) in accordance with, and subject to the limitations of, this Section 8.3(e), . The Parent Related Parties and payment the Financing Sources are intended third party beneficiaries of the Reimbursement Obligations, the Company shall not be entitled to any monetary damages or other monetary remedies for any losses, damages or liabilities suffered as a result of the failure of the transactions contemplated by this Agreement to be consummated or for a breach or failure to perform hereunderSection 8.3(e)(i). Notwithstanding anything to the contrary herein, the Company, on behalf of itself and the Company Related Parties, hereby acknowledges that none of the Financing Sources (and/or any of their Affiliates and/or their or their Affiliates’ officers, directors, employees, controlling persons, advisors, agents, attorneys or representatives) shall have any liability to the Company or any Company Related Party under in this Agreement or for any claim made by the Company or any Company Related Party based onotherwise, in respect ofno event shall Parent, or by reason of, the transactions contemplated hereby, including, but not limited to, any dispute relating to, or arising from, the Debt Financing, the Financing Letters or the performance thereof; provided that the foregoing shall not limit the rights and/or remedies of Parent or Merger Sub or any the Parent Related Party Parties have liability for any monetary remedy (including monetary damages for fraud or for any Willful and Material Breach or monetary damages in lieu of specific performance or monetary damages pursuant to Section 8.2(b)) other than, solely with respect to the Parent (or the Limited Guarantors under the Limited Guarantee to the extent provided, and subject to the limitations, therein), the payment of the Debt Financing Parent Termination Fee to the extent owed pursuant to Section 8.3(c), plus any Reimbursement Obligations and Enforcement Expenses. Subject to the other limitations of this Section 8.3(e), the Parent Termination Fee, the Reimbursement Obligations and the Enforcement Expenses shall be the maximum aggregate liability (including in the case of fraud or any Willful and Material Breach) of Parent and Merger Sub hereunder (and, without duplication, of the Limited Guarantors under the Debt Commitment LettersLimited Guarantee) with respect to any and all claims under or relating to this Agreement and the Transactions.

Sole Remedy. (i) The CompanyNotwithstanding any other provision of this Agreement, if this Agreement is validly terminated in a circumstance in which the Company Termination Fee is payable, Parent’s receipt of the Parent Company Termination Fee Fee, to the extent owed pursuant to Section 8.3(c10.03(a), the Company’s receipt of payments to the extent owed by Parent pursuant to Section 8.3(e), the Company’s right to enforce its rights under the Confidentiality Agreement, the Reimbursement Obligations, the Companyor Parent’s right to specific performance pursuant to Section 9.8 and the Company’s right to seek damages for a Willful and Material Breach 11.13, as applicable, will be the sole and exclusive remedies of the Company against (Ax) Parent or Parent, NICE and Merger Sub; Subsidiary and (By) the former, current and future holders of any equity, controlling persons, agents, Affiliates (other than Parent Parent, NICE or Merger SubSubsidiary), Representatives, members, managers, general or limited partners, stockholders and assignees of each of Parent Parent, NICE and Merger Sub Subsidiary (collectively, the “Parent Related Parties”)) against (A) the Company, its Subsidiaries and each of their respective Affiliates; and (CB) the Financing Sources former, current and future holders of any equity, controlling persons, directors, officers, employees, agents, attorneys, Affiliates, members, managers, general or limited partners, stockholders and assignees of each of the Company, its Subsidiaries and each of their respective Affiliates (collectively, the “Company Related Parties”) in respect of this Agreement, the Transaction, any agreement executed in connection herewith (including the Financing Letters) or and the transactions contemplated hereby and thereby, including the Debt Financing, and upon payment of such amountsthe Company Termination Fee, none of the Parent Company Related Parties or, for the avoidance of doubt, the Financing Sources, will have any further liability or obligation to the Company Parent or Merger Subsidiary or any Parent Related Parties relating to or arising out of this Agreement, the Transaction, any agreement executed in connection herewith (including the Financing Letters) or the transactions contemplated hereby and thereby (except that the Parties parties (or their Affiliates) will remain obligated with respect to, and the Company Parent and its Merger Subsidiary and their Subsidiaries may be entitled to remedies with respect to, the Confidentiality Agreement, Section 8.2 Agreement and Section 8.3(a)11.04, as applicable). For the avoidance of doubt, if in no event shall Parent be entitled to obtain both (x) a grant of specific performance pursuant to Section 11.13 that results in the Company elects to terminate this Agreement Closing occurring and receive (y) payment of the Parent Company Termination Fee, other than the right to receive payment of the Parent Termination Fee, any payments to the extent owed by Parent pursuant to Fee in accordance with Section 8.3(e10.03(a), and payment of the Reimbursement Obligations, the Company shall not be entitled to any monetary damages or other monetary remedies for any losses, damages or liabilities suffered as a result of the failure of the transactions contemplated by this Agreement to be consummated or for a breach or failure to perform hereunder. Notwithstanding anything to the contrary herein, the Company, on behalf of itself and the The Company Related Parties, hereby acknowledges that none Parties are intended third party beneficiaries of the Financing Sources (and/or any of their Affiliates and/or their or their Affiliates’ officers, directors, employees, controlling persons, advisors, agents, attorneys or representatives) shall have any liability to the Company or any Company Related Party under this Agreement or for any claim made by the Company or any Company Related Party based on, in respect of, or by reason of, the transactions contemplated hereby, including, but not limited to, any dispute relating to, or arising from, the Debt Financing, the Financing Letters or the performance thereof; provided that the foregoing shall not limit the rights and/or remedies of Parent or Merger Sub or any Parent Related Party in respect of the Debt Financing under the Debt Commitment LettersSection 10.03(c).

Sole Remedy. (ia) The Company’s receipt Company acknowledges and agrees that, as of the date hereof, neither Parent Termination Fee nor Merger Sub has any assets other than their respective rights under the Merger Agreement, the Equity Commitment Letter, the Other Equity Commitment Letters, and the agreements contemplated thereby. Except as specifically contemplated by this Limited Guarantee, the Other Limited Guarantees and the letter agreement, dated as of the date hereof, between the Guarantor and Parent pursuant to which the Guarantor has agreed, subject to the terms and upon conditions set forth therein, to make a certain equity contributions to Parent (the “Equity Commitment Letter”) or the other letter agreements, dated as of the date hereof, between each of Vista Equity Partners Fund VII and KKR Knowledge Investors L.P. (the “Other Commitment Parties”) and Parent pursuant to which such Other Commitment Parties have agreed, subject to the terms and conditions set forth therein, to make certain equity contributions to Parent (the “Other Equity Commitment Letters”), to the extent owed pursuant necessary to Section 8.3(c), pay the Company’s receipt filing fees and related expenses of payments to the extent owed by Parent pursuant to Section 8.3(e), the Company’s right to enforce its rights under the Confidentiality Agreement, the Reimbursement Obligations, the Company’s right to specific performance pursuant to Section 9.8 and the Company’s right to seek damages for a Willful and Material Breach will be the sole and exclusive remedies of the Company against (A) Parent or Merger Sub prior to the Closing in connection with the filings contemplated by Section 6.2(a) of the Merger Agreement or as is required to comply with Parent’s or Merger Sub; (B’s reimbursement and indemnification obligations pursuant to Sections 6.6(g) and 6.6(h) of the formerMerger Agreement prior to the Closing, current the Company acknowledges and future holders of any equity, controlling persons, agents, Affiliates (other than agrees that no funds are expected to be contributed to Parent or Merger Sub)Sub unless the Closing occurs, Representativesand that, members, managers, general or limited partners, stockholders and assignees of each of except for rights against Parent and Merger Sub (collectively, the “Parent Related Parties”); and (C) the Financing Sources in respect of this Agreement, the Transaction, any agreement executed in connection herewith (including the Financing Letters) or the transactions contemplated hereby and thereby, including the Debt Financing, and upon payment of such amounts, none paragraph 4 of the Parent Related Parties or, for the avoidance of doubt, the Financing Sources, will have any further liability or obligation to the Company relating to or arising out of this Agreement, the Transaction, any agreement executed in connection herewith (including the Financing Letters) or the transactions contemplated thereby (except that the Parties (or their Affiliates) will remain obligated with respect to, Equity Commitment Letter and the Company and its Subsidiaries may be entitled to remedies with respect to, applicable provision in the Confidentiality Agreement, Section 8.2 Other Equity Commitment Letters and Section 8.3(a), as applicable). For 9.10(b) of the avoidance of doubt, if the Company elects to terminate this Merger Agreement and receive payment subject to all of the Parent Termination Feeterms, other than conditions and limitations herein and in the right to receive payment of the Parent Termination Fee, any payments to the extent owed by Parent pursuant to Section 8.3(e), and payment of the Reimbursement ObligationsMerger Agreement, the Company shall not be entitled have any right to cause any monetary damages or other monetary remedies for any losses, damages or liabilities suffered as a result of the failure of the transactions contemplated by this Agreement assets to be consummated or for a breach or failure contributed to perform hereunder. Notwithstanding anything to the contrary herein, the Company, on behalf of itself and the Company Related Parties, hereby acknowledges that none of the Financing Sources (and/or any of their Affiliates and/or their or their Affiliates’ officers, directors, employees, controlling persons, advisors, agents, attorneys or representatives) shall have any liability to the Company or any Company Related Party under this Agreement or for any claim made by the Company or any Company Related Party based on, in respect of, or by reason of, the transactions contemplated hereby, including, but not limited to, any dispute relating to, or arising from, the Debt Financing, the Financing Letters or the performance thereof; provided that the foregoing shall not limit the rights and/or remedies of Parent or Merger Sub by the Guarantor, any Guarantor Affiliate (as defined below) or any Parent Related Party in respect other Person, except as is required to comply with Parent’s or Merger Sub’s reimbursement and indemnification obligations pursuant to Sections 6.6(g) and 6.6(h) of the Debt Financing under Merger Agreement prior to the Debt Commitment LettersClosing.