ANY KIND OR NATURE
WHATSOEVER, WHETHER IN SUCH RELEASOR'S CAPACITY AS A SHAREHOLDER, OFFICER,
DIRECTOR, OR AFFILIATE OF ANY UC PARTY OR ANY OF THEIR RESPECTIVE AFFILIATES OR
OTHERWISE (INCLUDING IN RESPECT OF ANY CLAIMS UNDER ANY CONTRACT BETWEEN A UC
RELEASEE AND ANY RELEASOR), IN EACH CASE WHETHER ABSOLUTE OR CONTINGENT,
LIQUIDATED OR UNLIQUIDATED, AND WHETHER ARISING UNDER ANY AGREEMENT OR
UNDERSTANDING OR OTHERWISE AT LAW OR IN EQUITY TO THE EXTENT SUCH LIABILITY
RELATED EXCLUSIVELY TO MATTERS ARISING PRIOR TO THE EFFECTIVE TIME; PROVIDED,
HOWEVER, RELEASORS ARE NOT RELEASING ANY UC RELEASEE FROM ANY LIABILITY
(1) ARISING FROM THEIR FAILURE TO COMPLY WITH ANY OF THEIR COVENANTS OR
AGREEMENTS SET FORTH IN THIS AGREEMENT OR ANY OTHER AGREEMENT DELIVERED PURSUANT
HERETO TO THE EXTENT SUCH PERFORMANCE IS REQUIRED AFTER THE EFFECTIVE TIME;
(2) ARISING FROM ANY FAILURE BY PURCHASER OR ACQUISITION SUB TO COMPLY WITH ANY
OF THEIR RESPECTIVE COVENANTS OR AGREEMENTS MADE IN THIS AGREEMENT OR PURSUANT
TO THIS AGREEMENT OR AS A RESULT OF ANY BREACH OF ANY REPRESENTATION OR WARRANTY
MADE BY THEM IN THIS AGREEMENT OR ANY CERTIFICATE OR INSTRUMENT DELIVERED BY
THEM AT CLOSING OR OTHERWISE PURSUANT TO THIS AGREEMENT; (3) TO PAY ANY
MANAGEMENT FEE ACCRUED PRIOR TO THE CLOSING DATE AND INCLUDED IN THE CALCULATION
OF CLOSING NET WORKING CAPITAL; (4) RIGHTS TO INDEMNIFICATION UNDER ANY UC
RELEASEE'S ORGANIZATIONAL
-55-
DOCUMENTS OR OTHER AGREEMENT IN EFFECT AS OF THE CLOSING DATE; AND (5) RIGHTS TO
MAKE CLAIMS UNDER ANY INSURANCE POLICY MAINTAINED FOR THE BENEFIT OF SUCH
RELEASOR.
9.7
MAXIMUM CONTRIBUTION.
IF AND TO THE EXTENT ANY PROVISION OF
THIS ARTICLE 9 IS UNENFORCEABLE FOR ANY REASON, THE SHAREHOLDER REPRESENTATIVE
AGREES TO MAKE THE MAXIMUM CONTRIBUTION TO THE PAYMENT AND SATISFACTION OF ANY
LOSS FOR WHICH INDEMNIFICATION IS PROVIDED FOR IN THE ARTICLE 9 THAT IS
PERMISSIBLE UNDER APPLICABLE LEGAL REQUIREMENTS
9.8
SOLE REMEDY OF PURCHASER PARTIES.
THE RIGHT TO INDEMNIFICATION
UNDER THIS ARTICLE 9, SUBJECT TO ALL OF THE TERMS, CONDITIONS AND LIMITATIONS
HEREOF, SHALL CONSTITUTE THE SOLE AND EXCLUSIVE RIGHT AND REMEDY AVAILABLE TO
ANY PURCHASER PARTY FOR ANY LOSSES BASED UPON OR ARISING OUT OF OR OTHERWISE
RELATING TO THE MATTERS SET FORTH IN THIS AGREEMENT, INCLUDING ANY ACTUAL OR
THREATENED BREACH OF THIS AGREEMENT, AND NO PURCHASER PARTY SHALL INITIATE OR
MAINTAIN ANY LEGAL ACTION AT LAW OR IN EQUITY AGAINST ANY SELLER PARTY FOR SUCH
LOSSES OTHER THAN ONE TO ENFORCE THE OBLIGATIONS OF THE SHAREHOLDER
REPRESENTATIVE UNDER ARTICLE 9 OF THIS AGREEMENT.
THE PRECEDING SENTENCE SHALL
NOT APPLY TO (A) CLAIMS ARISING OUT OF FRAUD ON THE PART OF ANY SELLER PARTY,
(B) CLAIMS SEEKING INJUNCTIVE RELIEF AGAINST ANY SELLER PARTY, OR (C) ANY CLAIM
SEEKING AN EQUITABLE REMEDY (INCLUDING, WITHOUT LIMITATION, SPECIFIC PERFORMANCE
OF THIS AGREEMENT) IN THE EVENT ANY SELLER PARTY FAILS TO CLOSE FOR ANY REASON
OTHER THAN THE FAILURE OF A CONDITION SET FORTH IN ARTICLE 4 ABOVE.
9.9
PURCHASE PRICE ADJUSTMENT.
ANY INDEMNIFICATION PAYMENTS UNDER
THIS ARTICLE 9 AND