Remedies for Breach. In the event that any Party hereto shall breach any of the obligations imposed by this Agreement, then a non-breaching Party shall be entitled to pursue a claim for monetary damages as a result of such breach. No Party, however, shall be entitled to recover special, indirect, or consequential damages, including lost profits, from any other Party. Forpurposesofthisparagraph,ifClientbreachestheAgreement,thecompensationtowhichBJC may be entitled under Paragraph 3 herein is not “special, indirect, or consequential damages, including lostprofits.”

Waiver of Breach. The waiver by a party of any breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any subsequent breach of the same or any other provision hereof by that party.

Breach of Covenants. If the Company breaches any of the covenants set forth in this [Section 4], and in addition to any other remedies available to the Buyer pursuant to this Agreement, it will be considered an event of default under Section 3.3 of the Note.

Termination for Breach. Either party may terminate this Agreement (including all Statements of Work) if the other party breaches any material term of this Agreement and fails to cure such breach within thirty (30) days following written notice thereof from the non-breaching party.

Breach by Employee. In the event that Employee breaches this Agreement, the Released Parties may seek all remedies specifically identified in this Agreement or otherwise available at law and equity including, without limitation, specific performance of the Agreement. In the event that Employee breaches or repudiates this Agreement, Employee may be required, at the Company’s option, either to compensate the Company for all damages incurred as a result, or to return a sum of money representing the Separation Benefits, with the exception of one hundred dollars ($100.00), which amount shall constitute an irrevocable amount of consideration supporting this Agreement. This option of the Company, however, does not apply to any claims made by or on behalf of Employee under the federal Age Discrimination in Employment Act or the federal Older Workers’ Benefit Protection Act. In the case of any such claims under those statutes, the Company and other Released Parties may receive only those remedies specifically allowed under such statutes.

Breach of Covenants. If CEO breaches any of the covenants and agreements contained in this [Section 6], then, in addition to any other rights or remedies of USPB, USPB shall have at its option the following specific rights and remedies: # CEO’s right to any payments pursuant to [Section 5(d)] [Noncompetition Compensation] may be terminated by USPB; # USPB shall have the right to enforce any legal or equitable remedy (including injunctive relief) that may be available to USPB; and # USPB shall be entitled to relief as necessary to remedy any willful breach of the covenants and agreements under this Section that injures USPB or National Beef Packing Company, LLC or its affiliates.

Breach of Certain Covenants. The breach by any Borrower of any of the terms or provisions of [Sections 7.1, 7.2(A), 7.2(B), 7.2(C), 7.2(K), 7.2(L), 7.3 or 7.4]4]4]4]4]4]4]4].

Representation and Warranty Breach. Any representation, warranty or certification made or deemed made herein or in any other Program Document by a [[Organization C:Organization]] or any certificate furnished to [[Organization B:Organization]] pursuant to the provisions hereof or thereof or any information with respect to the Mortgage Loans furnished in writing by or on behalf of [[Organization C:Organization]] shall prove to have been untrue or misleading in any material respect as of the time made or furnished (other than the representations and warranties set forth in [Schedule 1], which shall be considered solely for the purpose of determining the Market Value of the Purchased Assets; unless # [[Organization C:Organization]] shall have made any such representations and warranties with actual knowledge that they were materially false or misleading at the time made; or # any such representations and warranties have been determined in good faith by [[Organization B:Organization]] in its sole discretion to be materially false or misleading on a regular basis); or

Breach of Representations and Warranties. Any representation or warranty of the Borrower made herein or in any agreement, statement or certificate given in writing pursuant hereto or in connection herewith (including, without limitation, the Purchase Agreement), shall be false or misleading in any material respect when made and the breach of which has (or with the passage of time will have) a material adverse effect on the rights of the Holder with respect to this Note or the Purchase Agreement.

Effect of Termination or Breach. No termination of this Agreement pursuant to Section 8.1 shall be effective until written notice thereof is given to the non-terminating Party specifying the provision hereof pursuant to which such termination is made. If the transactions contemplated hereby are not consummated, this Agreement shall become null and void and of no further force and effect, except for this Section 8.2, and Sections 10.1 (Non-Survival of Representations and Warranties), 10.8 (Submission to Jurisdiction; Waiver of Trial by Jury), 10.9 (Governing Law), 10.10 (Binding Nature; Assignment), 10.11 (No Third Party Beneficiaries) and 10.12 (Construction). In the event this Agreement is terminated pursuant to Section 8.1 for any reason, no Party shall be entitled to any damages, losses or payment from any other Party (or such other Party’s Affiliates or any Third Party), except with respect to Purchaser’s rights to the expense reimbursement as set forth in this Agreement.