Common use of In Rem Liability Clause in Contracts

In Rem Liability. Notwithstanding anything to the contrary in this Agreement, and except as set forth in this Section 5.10, the Purchaser irrevocably and unconditionally agrees that (i) the Purchaser shall have no recourse to the Seller and the Members or to the assets of the Seller and the Members other than the Consideration Note for the payment of indemnification obligations of the Seller and the Members pursuant to this Section 5 and (ii) the Purchaser shall enforce payment of indemnification claims against the Seller and the Members pursuant to this Section 5 solely from the Consideration Note and no deficiency or other action shall be maintained against the Seller or the Members for payment thereof or personal liability therefor. For purposes of this paragraph and the Purchaser's enforcement of its rights hereunder by setoff against the Consideration Note, (i) prior to any conversion of the Consideration Note into common stock of the Purchaser, claims for indemnification shall be setoff against the Outstanding Principal Amount (as defined in the Consideration Note) on a dollar for dollar basis and (ii) after conversion of the Consideration Note into common stock of the Purchaser, each share of common stock of the Purchaser shall have an amount equal to the fair market value of such share on the date of the payment of the claim for indemnification pursuant to this Section 5. The foregoing limitation shall not apply to (i) Damages incurred by the Purchaser due to the Seller's, or any Member's, fraud or willful misrepresentation, or

In Rem Liability. Notwithstanding anything to the contrary in this Agreement, and except as set forth in this Section 5.107.7, the Purchaser irrevocably and unconditionally agrees that (i) the Purchaser shall have no recourse to the Seller and the Members Shareholders or to the assets of the Seller and the Members Shareholders other than the Indemnity Securities and the Contingent Consideration Note for the payment of indemnification obligations of the Seller and the Members Shareholders pursuant to this Section 5 7 and (ii) the Purchaser shall enforce payment of indemnification claims against the Seller and the Members Shareholders pursuant to this Section 5 7 solely from the Indemnity Securities and the Contingent Consideration Note and no deficiency or other action shall be maintained against the Seller or the Members Shareholders for payment thereof or personal liability therefor. For purposes of this paragraph and the Purchaser's enforcement of its rights hereunder by setoff against the Consideration NoteIndemnity Securities, (i) prior to any conversion of the Consideration Note Notes into common capital stock of the Purchaser, claims for indemnification shall be setoff against the Outstanding Principal Amount (as defined in the Consideration Note) on a dollar for dollar basis and (ii) after conversion of the Consideration Note Notes into common capital stock of the Purchaser, each share of common stock of the Purchaser shall be deemed to have an amount a value equal to the fair market value of such share on the date of the payment of the claim for indemnification pursuant to this Section 57. The foregoing limitation shall not apply to (i) Damages incurred by the Purchaser due to the Seller's, or any Member's, Shareholder's fraud or willful misrepresentationmisrepresentation or (ii) claims against Xxxxxxxxxxx, orHouston or Xxxxx for Damages incurred by the Purchaser (a) in connection with the Breach of any of the Specified Representations or (b) with respect to a Breach of Section 2.17 or 2.20 hereof. Such limitation, however, shall apply to a claim for Damages against Xxxxxxxx with respect to the matters specified in clauses (ii)(a) and (ii)(b) in the immediately preceding sentence.