No Recourse. This Agreement may only be enforced against, and any claims or cause of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified as parties hereto and no past, present or future Affiliate, director, officer, employee, incorporator, member, manager, partner, stockholder, agent, attorney or representative of any party hereto shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby.
Appears in 59 contracts
Samples: Stockholders’ Agreement (Kodiak Gas Services, Inc.), Stockholders’ Agreement (SilverSun Technologies, Inc.), Stockholders’ Agreement (Kodiak Gas Services, Inc.)
No Recourse. This Agreement may only be enforced against, and any claims or cause of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified as parties hereto and no past, present or future Affiliate, directorDirector, officer, employee, incorporator, member, manager, partner, stockholder, agent, attorney or representative of any party hereto shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby.
Appears in 16 contracts
Samples: Stockholders Agreement (Core & Main, Inc.), Stockholders Agreement (Core & Main, Inc.), Stockholders Agreement (Agilon Health, Inc.)
No Recourse. This Agreement may only be enforced against, and any claims or cause causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified as parties hereto and no past, present or future Affiliate, director, officer, employee, incorporator, member, manager, partner, stockholder, agent, attorney or representative of any party hereto shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby.
Appears in 15 contracts
Samples: Agreement and Plan of Merger (NTS Realty Holdings Lp), Agreement and Plan of Merger (Hallwood Group Inc), Agreement and Plan of Merger (Hallwood Trust /Tx/)
No Recourse. This Agreement may only be enforced against, and any claims or cause of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified as parties hereto hereto, and no past, present or future Affiliate, director, officer, employee, incorporator, member, manager, partner, stockholder, agent, attorney or representative of any party hereto shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby.
Appears in 13 contracts
Samples: Stockholders Agreement (REV Renewables, Inc.), Registration Rights Agreement (Dynasty Financial Partners Inc.), Nomination Agreement (EVgo Inc)
No Recourse. This Agreement may only be enforced against, and any claims or cause of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement Agreement, may only be made only against the entities that are expressly identified as parties hereto hereto, and no past, present or future Affiliate, director, officer, employee, incorporator, member, manager, partner, stockholder, agent, attorney or representative of any party hereto shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim based on, in respect of, or by reason of, of the transactions contemplated hereby.
Appears in 13 contracts
Samples: Conversion Agreement (Calumet Specialty Products Partners, L.P.), Agreement and Plan of Merger (Dril-Quip Inc), Conversion Agreement (Calumet Specialty Products Partners, L.P.)
No Recourse. This Agreement may only be enforced against, and any claims or cause of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified as parties hereto and no past, present or future Affiliate, director, officer, employee, incorporator, member, manager, partner, stockholdershareholder, agent, attorney or representative of any party hereto shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby.
Appears in 13 contracts
Samples: Shareholders’ Agreement (Falcon Minerals Corp), Voting Agreement (Cannae Holdings, Inc.), Voting Agreement (Ceridian HCM Holding Inc.)
No Recourse. This Agreement may only be enforced against, and any claims or cause causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified as parties hereto Parties and no past, present or future Affiliate, director, officer, employee, incorporator, member, manager, partner, stockholder, agent, attorney or representative of any party hereto shall have Party has any liability for any obligations or liabilities of the parties to this Agreement Parties or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Targa Resources Corp.), Agreement and Plan of Merger (Targa Resources Corp.), Agreement and Plan of Merger (Atlas Pipeline Partners Lp)
No Recourse. This Agreement may only be enforced against, and any claims or cause causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified as parties hereto hereto, and no past, present or future Affiliate, director, officer, employee, incorporator, member, manager, partner, stockholdershareholder, agent, attorney or representative of any party hereto shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Marlborough Software Development Holdings Inc.), Agreement and Plan of Merger (Cybex International Inc), Agreement and Plan of Merger (Synergx Systems Inc)
No Recourse. This Agreement may only be enforced against, and any claims or cause of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against against, the entities Persons that are expressly identified as parties Parties hereto and no past, present or future Affiliate, director, officer, employee, incorporator, member, manager, partner, stockholder, agent, attorney or representative of any party Party hereto shall have any liability for any obligations or liabilities of the parties Parties to this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby.
Appears in 7 contracts
Samples: Stockholders Agreement (Kinetik Holdings Inc.), Voting Agreement (Kinetik Holdings Inc.), Voting Agreement (Kinetik Holdings Inc.)
No Recourse. This Agreement may only be enforced against, and any claims or cause of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement Agreement, may only be made against the entities that are expressly identified as parties hereto hereto, and no past, present or future Affiliate, director, officer, employee, incorporator, member, manager, partner, stockholder, agent, attorney or representative of any party hereto shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim based on, in respect of, or by reason of, of the transactions contemplated hereby.
Appears in 6 contracts
Samples: Stockholders Agreement (Latham Group, Inc.), Stockholders Agreement (Driven Brands Holdings Inc.), Stockholders Agreement (Peninsula Acquisition Corp)
No Recourse. This Agreement may only be enforced against, and any claims or cause of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified as parties hereto hereto, and no past, present or future Affiliateaffiliate, director, officer, employee, incorporator, member, manager, partner, stockholder, agent, attorney or representative of any party hereto shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Spring Valley Acquisition Corp.), Business Combination Agreement and Plan of Reorganization (Novus Capital Corp), Investor Rights Agreement (Spring Valley Acquisition Corp.)
No Recourse. This Agreement may only be enforced against, and any claims or cause causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified as parties Parties hereto and no past, present or future Affiliate, director, officer, employee, incorporator, member, manager, partner, stockholder, agent, attorney or representative of any party Party hereto shall have has any liability for any obligations or liabilities of the parties to this Agreement Parties or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Bonanza Creek Energy, Inc.), Agreement and Plan of Merger (Sandridge Energy Inc), Purchase Agreement and Plan of Merger
No Recourse. This Agreement may only be enforced against, and any claims or cause causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified as parties hereto and no past, present or future Affiliateaffiliate, director, officer, employee, incorporator, member, manager, partner, stockholder, agent, attorney or representative of any party hereto shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby.
Appears in 4 contracts
Samples: Registration Rights Agreement (DiMaio Ahmad Capital LLC), Agreement and Plan of Merger (Suncom Wireless Holdings, Inc.), Registration Rights Agreement (Pardus Capital Management L.P.)
No Recourse. This Agreement may only be enforced against, and any claims or cause causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against against, the entities that are expressly identified as parties hereto hereto, and no past, present or future Affiliate, director, officer, employee, incorporator, member, manager, partner, stockholder, agent, attorney or representative of any party hereto shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Northern Tier Energy LP), Agreement and Plan of Merger (Plains All American Pipeline Lp), Agreement and Plan of Merger (Paa Natural Gas Storage Lp)
No Recourse. This Agreement may only be enforced against, and any claims or cause of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified as parties Parties hereto and no past, present or future Affiliate, director, officer, employee, incorporator, member, manager, partner, stockholder, agent, attorney or representative of any party Party hereto shall have any liability for any obligations or liabilities of the parties Parties to this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby.
Appears in 3 contracts
Samples: Registration Rights Agreement (Agilon Health, Inc.), Registration Rights Agreement (Agilon Health, Inc.), Ag (Innocoll AG)
No Recourse. This Agreement may only be enforced against, and any claims or cause causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified as parties hereto and no past, present or future Affiliate, director, officer, employee, incorporator, member, manager, partnerpartner (general or limited), stockholder, agent, attorney or representative of any party hereto shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Silverleaf Resorts Inc), Agreement and Plan of Merger (Silverleaf Resorts Inc)
No Recourse. This Agreement may only be enforced against, and any claims or cause causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified as parties hereto and no past, present or future Affiliate, director, officer, employee, incorporator, member, manager, partner, stockholdershareholder, agent, attorney or representative of any party hereto shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Ivivi Technologies, Inc.), Business Combination Agreement (Subsea 7 S.A.), Asset Purchase Agreement (Ivivi Technologies, Inc.)
No Recourse. This Agreement may only be enforced against, and any claims or cause causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against against, the entities that are expressly identified as parties hereto hereto, and no past, present or future Affiliate, directorRepresentative, officer, employee, incorporator, member, manager, partner, stockholder, agent, attorney partner or representative stockholder of any party hereto shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby.
Appears in 3 contracts
Samples: Voting Agreement (Inergy L P), Voting Agreement (Inergy Midstream, L.P.), Voting Agreement (Crestwood Midstream Partners LP)
No Recourse. This Agreement may only be enforced against, and any claims or cause causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified as parties Parties hereto and no past, present or future Affiliateaffiliate, director, officer, employee, incorporator, member, manager, partner, stockholder, agent, attorney or representative of any party Party hereto shall have any liability for any obligations or liabilities of the parties Parties to this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby.
Appears in 3 contracts
Samples: Exchange Agreement (Highland Capital Management Lp), Exchange Agreement (DiMaio Ahmad Capital LLC), Exchange Agreement (Pardus Capital Management L.P.)
No Recourse. This Agreement may only be enforced against, and any claims or cause causes of action that may be based upon, arise out of or relate to this AgreementAgreement or the Transactions, or the negotiation, execution or performance of this Agreement Agreement, may only be made against the entities that are expressly identified as parties Parties hereto and no past, present or future Affiliate, director, officer, employee, incorporator, member, manager, partner, stockholder, agent, attorney or representative Representative of any party Party hereto shall have has any liability for any obligations or liabilities of the parties to this Agreement Parties or for any claim based on, in respect of, or by reason of, the transactions contemplated herebyTransactions.
Appears in 3 contracts
Samples: Tender and Support Agreement (LogicBio Therapeutics, Inc.), Agreement and Plan of Merger (Qad Inc), Agreement and Plan of Merger (Qad Inc)
No Recourse. This Agreement may only be enforced against, and any claims or cause causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against against, the entities that are expressly identified as parties hereto Parties hereto, and no past, present or future Affiliate, directorRepresentative, officer, employee, incorporator, member, manager, partner, stockholder, agent, attorney partner or representative stockholder of any party Party hereto shall have any liability for any obligations or liabilities of the parties Parties to this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby.
Appears in 2 contracts
Samples: Option Agreement (Inergy L P), Option Agreement (Inergy Midstream, L.P.)
No Recourse. This Agreement may only be enforced against, and any claims or cause of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified as parties hereto and no past, present or future Affiliate, director, officer, employee, incorporator, member, manager, partner, stockholdershareholder, agent, attorney or representative of any party hereto shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby.. [Signature Page Follows]
Appears in 2 contracts
Samples: Shareholders’ Agreement (Cellu Tissue Holdings, Inc.), Shareholders’ Agreement (Cellu Tissue Holdings, Inc.)
No Recourse. This Agreement may only be enforced against, and any claims or cause of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against against, the entities that are expressly identified as parties Parties hereto and no past, present or future Affiliate, director, officer, employee, incorporator, member, manager, partner, stockholder, agent, attorney or representative of any party Party hereto shall have any liability for any obligations or liabilities of the parties Parties to this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby.
Appears in 2 contracts
Samples: Registration Rights Agreement (DoubleVerify Holdings, Inc.), Registration Rights Agreement (DoubleVerify Holdings, Inc.)
No Recourse. This Agreement may only be enforced against, and any claims or cause causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against against, the entities that are expressly identified as parties hereto and no past, present or future Affiliateaffiliate, director, officer, employee, incorporator, member, manager, partner, stockholder, agent, attorney or representative Representative of any party hereto shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tribune Co), Securities Purchase Agreement (Tribune Co)
No Recourse. This Agreement may only be enforced against, and any claims or cause of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified as parties hereto Parties and no past, present or future Affiliate, director, officer, employee, incorporator, member, manager, partner, stockholder, agent, attorney or representative of any party hereto Party shall have any liability for any obligations or liabilities of the parties to this Agreement Parties or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby.
Appears in 2 contracts
Samples: Stockholders’ Agreement (BKV Corp), Stockholders’ Agreement (BKV Corp)
No Recourse. This Agreement may only be enforced against, and any claims or cause causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified as parties hereto Parties and no past, present or future Affiliate, director, officer, employee, incorporator, member, manager, partner, stockholder, agent, attorney or representative of any party hereto shall have Party has any liability for any obligations or liabilities of the parties to this Agreement Parties or for any claim based on, in respect of, or by reason of, the transactions contemplated herebyTransactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pope Resources LTD Partnership), Agreement and Plan of Merger (Rayonier Inc)
No Recourse. This Agreement may only be enforced against, and any claims or cause causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against against, the entities that are expressly identified as parties hereto Parties, and no past, present or future Affiliate, director, officer, employee, incorporator, member, manager, partner, stockholdershareholder, agent, attorney or representative of any party hereto Party shall have any liability for any obligations or liabilities of the parties to this Agreement Parties or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Us 1 Industries Inc), Agreement and Plan of Merger (Us 1 Industries Inc)
No Recourse. This Agreement may only be enforced against, and any claims or cause causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against against, the entities that are expressly identified as parties hereto Parties, and no past, present or future Affiliate, director, officer, employee, incorporator, member, manager, partner, stockholder, agent, attorney or representative of any party hereto Party shall have any liability for any obligations or liabilities of the parties to this Agreement Parties or for any claim based on, in respect of, or by reason of, the transactions contemplated herebyMerger Transactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Alon USA Energy, Inc.), Agreement and Plan of Merger (Delek US Holdings, Inc.)
No Recourse. This Agreement may only be enforced against, and any claims or cause of action Proceedings that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities Persons that are expressly identified as parties hereto and no past, present or future Affiliate, director, officer, employee, incorporator, member, manager, partner, stockholdershareholder, agent, attorney or representative Representative of any party hereto shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim Proceeding based on, in respect of, or by reason of, the transactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (TGC Industries Inc), Voting Agreement (TGC Industries Inc)
No Recourse. This Agreement may only be enforced against, and any claims or cause causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified as parties Parties hereto and no past, present Company Related Parties and no Affiliates or future Affiliate, director, officer, employee, incorporator, member, manager, partner, stockholder, agent, attorney or representative Representatives of any party hereto Parent (other than Merger Sub under this Agreement) shall have any liability for any obligations or liabilities of the parties Parties to this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated herebyhereby or in respect of any oral representations made or alleged to be made in connection herewith.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ginkgo Bioworks Holdings, Inc.), Agreement and Plan of Merger (Zymergen Inc.)
No Recourse. This Agreement may only be enforced against, and any claims or cause of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against against, the entities that are expressly identified as parties hereto and no past, present or future Affiliate, director, officer, employee, incorporator, member, manager, partner, stockholder, agent, attorney or representative of any party hereto shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby.
Appears in 2 contracts
Samples: Stockholders Agreement (AdvancePierre Foods Holdings, Inc.), Stockholders Agreement (AdvancePierre Foods Holdings, Inc.)
No Recourse. This Agreement may only be enforced against, and any claims or cause causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified as parties Parties hereto and no past, present or future Affiliate, director, officer, employee, incorporator, member, manager, partner, stockholder, agent, attorney or representative of any party Party hereto shall have has any liability for any obligations or liabilities of the parties to this Agreement Parties or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby.. 101
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Amplify Energy Corp), Agreement and Plan of Merger (Midstates Petroleum Company, Inc.)
No Recourse. This Agreement may only be enforced against, and any claims or cause of action that may be based upon, arise out of or relate to this Agreement, Agreement or the negotiation, execution or performance of this Agreement may only be made against against, the entities that are expressly identified as parties hereto Parties and no past, present or future Affiliate, directorDirector, officer, employee, incorporator, member, manager, partner, stockholder, agent, attorney or representative of any party hereto Party shall have any liability for any obligations or liabilities of the parties to this Agreement Parties or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby.
Appears in 2 contracts
Samples: Stockholder Agreement (Warner Music Group Corp.), Stockholder Agreement (Warner Music Group Corp.)
No Recourse. This Subject to Section 9.07, this Agreement may only be enforced against, and any claims or cause causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified as parties hereto hereto, and no past, present or future Affiliate, director, officer, employee, incorporator, member, manager, partner, stockholdershareholder, agent, attorney or representative of any party hereto shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Greenfield Online Inc), Agreement and Plan of Merger (Microsoft Corp)
No Recourse. This Agreement may only be enforced against, and any claims or cause causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified as parties hereto and no past, present or future Affiliate, director, officer, employee, incorporator, member, manager, partner, stockholder, agent, attorney or other representative of any party Party hereto shall have has any liability for any obligations or liabilities of the parties Parties to this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Noble Energy Inc), Agreement and Plan of Merger (Noble Energy Inc)
No Recourse. This Agreement may only be enforced against, and any claims or cause causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified as parties hereto and no past, present or future Affiliateaffiliate, director, officer, employee, incorporator, member, manager, partner, stockholder, agent, attorney or other representative of any party hereto shall have has any liability for any obligations or liabilities of the parties to this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Montage Resources Corp), Agreement and Plan of Merger (Southwestern Energy Co)
No Recourse. This Agreement may only be enforced against, and any claims or cause of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified as parties hereto and no past, present or future Affiliate, director, officer, employee, incorporator, member, manager, partner, stockholdershareholder, agent, attorney or representative of any party hereto shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby.. (Signature Pages Follow)
Appears in 2 contracts
Samples: Stockholders Agreement, Stockholders Agreement
No Recourse. This Agreement may only be enforced against, and any claims or cause causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified as parties hereto and no past, present or future Affiliateaffiliate, director, officer, employee, incorporator, member, manager, partner, stockholdershareholder, agent, attorney or representative of any party hereto shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby.
Appears in 1 contract
No Recourse. This Agreement may only be enforced against, and any claims or cause of action Proceedings that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities Persons that are expressly identified as parties hereto and no past, present or future Affiliate, director, officer, employee, incorporator, member, manager, partner, stockholdershareholder, agent, attorney or representative Representative of any party 82 hereto shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim Proceeding based on, in respect of, or by reason of, the transactions contemplated hereby.
Appears in 1 contract
No Recourse. This Agreement may only be enforced against, and any claims or cause of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified as parties hereto and no past, present or future Affiliate, director, officer, employee, incorporator, member, manager, partner, stockholder, agent, attorney or representative of any party hereto or any of the foregoing shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby.
Appears in 1 contract
Samples: Stockholders Agreement (Hilton Worldwide Holdings Inc.)
No Recourse. This Agreement may only be enforced against, and any claims or cause causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified as parties Parties hereto and no past, present or future Lender Related Party, Affiliate, director, officer, employee, incorporator, member, manager, partner, stockholder, agent, attorney or representative Representative of any party Party hereto shall have has any liability for any obligations or liabilities of the parties to this Agreement Parties or for any claim based on, in respect of, or by reason of, the transactions contemplated herebyTransactions.
Appears in 1 contract
No Recourse. This Agreement may only be enforced against, and any claims or cause causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified as parties Parties hereto and no past, present or future Affiliate, director, officer, employee, incorporator, member, manager, partner, stockholder, agent, attorney or representative Representative of any party Party hereto shall have has any liability for any obligations or liabilities of the parties to this Agreement Parties or for any claim based on, in respect of, or by reason of, the transactions contemplated herebyTransactions.
Appears in 1 contract
No Recourse. This Agreement may only be enforced against, and any claims or cause causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified as parties hereto and no past, present or future Affiliate, director, officer, employee, incorporator, member, manager, partner, stockholder, agent, attorney or other 100 representative of any party Party hereto shall have has any liability for any obligations or liabilities of the parties Parties to this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Clayton Williams Energy Inc /De)
No Recourse. This Agreement may only be enforced against, and any claims or cause causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified as parties hereto hereto, and no past, present or future Affiliate, director, officer, employee, incorporator, member, manager, partner, stockholder, agent, attorney or representative of any party hereto shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby.
Appears in 1 contract
No Recourse. This Agreement may only be enforced against, and any claims or cause causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement Agreement, may only be made against the entities that are expressly identified as parties hereto and no past, present or future Affiliateaffiliate, director, officer, employee, incorporator, member, manager, partner, stockholder, agent, attorney or representative of any party hereto shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Soundbite Communications Inc)
No Recourse. This Agreement may only be enforced against, and any claims or cause causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against against, the entities that are expressly identified as parties Parties hereto and no past, present or future Affiliateaffiliate, director, officer, employee, incorporator, member, manager, partner, stockholder, agent, attorney or representative of any party Party hereto shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby.
Appears in 1 contract
No Recourse. This Agreement may only be enforced against, and any claims or cause causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified as parties hereto and no past, present or future Affiliate, director, officer, employee, incorporator, member, manager, partner, stockholder, agent, attorney or representative of any party hereto Parent Related Parties shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim (whether in tort, contract or otherwise, including under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 or other Environmental Laws) based on, in respect of, or by reason of, the transactions contemplated herebyhereby or in respect of any oral representations made or alleged to be made in connection herewith.
Appears in 1 contract
No Recourse. This Agreement may only be enforced against, and any claims or cause causes of action that may be based upon, arise out of or relate to this Agreement, 81 or the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified as parties hereto and no past, present or future Affiliateaffiliate, director, officer, employee, incorporator, member, manager, partner, stockholdershareholder, agent, attorney or representative of any party hereto shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby.
Appears in 1 contract
No Recourse. This Agreement may only be enforced against, and any claims or cause causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified as parties hereto and no hereto. No past, present or future Affiliateaffiliate, director, officer, employee, incorporator, member, manager, partner, stockholder, agent, attorney or representative of any party hereto shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby.. 102
Appears in 1 contract
Samples: Agreement and Plan of Merger (Morton Industrial Group Inc)
No Recourse. This Agreement may only be enforced against, and any claims or cause causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified as parties hereto hereto, and no past, present or future Affiliateaffiliate, director, officer, employee, incorporator, member, manager, partner, stockholdershareholder, agent, attorney or representative of any party hereto shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby.. [Signature Page Follows]
Appears in 1 contract
Samples: Acquisition Agreement (First Community Bank Corp of America)
No Recourse. This Agreement may only be enforced against, and any claims or cause of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement Agreement, may only be made only against the entities that are expressly identified as parties hereto hereto, and no past, present or future Affiliate, director, officer, employee, incorporator, member, manager, partner, stockholder, agent, attorney or representative of any party hereto shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim based on, in respect of, or by reason of, of the transactions contemplated hereby.
Appears in 1 contract
No Recourse. This Agreement may only be enforced against, and any claims or cause causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against against, the entities that are expressly identified as parties hereto hereto, and no past, present or future Affiliateaffiliate, director, officer, employee, incorporator, member, manager, partner, stockholder, agent, attorney or representative of any party hereto shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby.
Appears in 1 contract
No Recourse. This Agreement may only be enforced only against, and any claims or cause causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified as parties hereto hereto, and no past, present or future Affiliate, director, officer, employee, incorporator, member, manager, partner, stockholder, agent, attorney or representative Representative of any party hereto shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated herebyAgreement.
Appears in 1 contract
Samples: Stock Subscription and Purchase Agreement (Fiserv Inc)
No Recourse. This Agreement may only be enforced against, and any claims or cause of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified as parties hereto hereto, and no past, present or future Affiliate, director, officer, employee, incorporator, member, manager, partner, stockholder, equityholder, agent, attorney or representative of any party hereto shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby.
Appears in 1 contract
Samples: Registration Rights Agreement (Broadstone Net Lease, Inc.)
No Recourse. This Agreement may only be enforced against, and any claims or cause of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified as parties hereto and no past, present or future Affiliate, director, officer, employee, incorporator, member, manager, partner, stockholdershareholder, agent, attorney or representative of any party hereto shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby, provided that this agreement may be enforced against anyone who is party hereto.
Appears in 1 contract
No Recourse. This Agreement may only be enforced against, and any claims or cause causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified as parties hereto hereto, and no past, present or future Affiliateaffiliate, director, officer, employee, incorporator, member, manager, partner, stockholdershareholder, agent, attorney or representative of any party hereto shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby.
Appears in 1 contract
No Recourse. This Agreement may only be enforced against, and any claims or cause causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified as parties hereto and no past, present or future Affiliateaffiliate, director, officer, employee, incorporator, member, manager, partner, stockholdershareholder, agent, attorney or representative of any party hereto shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby., other than by reason of fraud or intentional or willful misconduct. [Signatures on next page]
Appears in 1 contract
Samples: Agreement and Plan of Merger (Transocean Partners LLC)
No Recourse. This Agreement may only be enforced against, and any claims or cause causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified as parties hereto hereto, and no past, present or future Affiliateaffiliate, director, officer, employee, incorporator, member, manager, partner, stockholdershareholder, agent, attorney or representative of any party Party hereto shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby.
Appears in 1 contract
Samples: Arrangement Agreement (Integrated Device Technology Inc)
No Recourse. This Agreement may only be enforced against, and any claims or cause causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified as parties hereto and no past, present or future Affiliateaffiliate, director, officer, employee, incorporator, member, manager, partner, stockholder, agent, attorney or representative Representative of any party hereto shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby.
Appears in 1 contract
No Recourse. This Agreement may only be enforced against, and any claims or cause causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified as parties hereto and no past, present or future Affiliateaffiliate, director, officer, employee, incorporator, member, manager, partner, stockholdershareholder, agent, attorney or representative of any party hereto shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby, other than by reason of fraud or intentional or willful misconduct.
Appears in 1 contract
No Recourse. This Agreement may only be enforced against, and any claims or cause causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified as parties Parties hereto and no past, present or future Affiliateaffiliate, director, officer, employee, incorporator, member, manager, partner, stockholder, agent, attorney or representative of any party Party hereto shall have any liability for any obligations or liabilities of the parties Parties to this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby.. 20
Appears in 1 contract
